Yango Justice modifies and extends exchange offers, solicitations

Chicago, Nov. 8 – China’s Yango Justice International Ltd. modified its exchange offer for three series of senior notes and consent solicitations for those three series and five other notes to approve amendments to the indentures, according to an announcement.

The company also extended the expiration deadline to 11 a.m. ET on Nov. 12 from 11 a.m. ET on Nov. 10.

Exchange offers

As previously reported, Yango Justice is offering to exchange three existing notes for new notes due Sept. 15, 2022. The interest rate would be an annual rate of 10¼%.

According to a modification made to the exchange offer on Nov. 8, interest would be paid twice: one on the date that is six months after the original issue date and on the maturity date.

Previously reported, exchanging noteholders would receive $25 in cash as an exchange and consent consideration and also accrued interest in cash.

The note exchange would be an even exchange: $1,000 of new notes for $1,000 of existing notes.

The existing notes that are part of the offer are the:

• $247 million outstanding 10% senior notes due February 2023 (ISIN: XS2056435246) with a minimum acceptance amount of $209.95 million;

• $200 million outstanding 5.3% senior notes due January 2022 (ISIN: XS2281349618) with a minimum acceptance amount of $170 million; and the

• $300 million outstanding 10¼% senior notes due March 2022 (ISIN: XS2008157856) with a minimum acceptance amount of $255 million.

Put option

The February 2023 notes have a put option on Nov. 12. Noteholders who have opted to exercise that option must withdraw their notes in order to participate in the exchange offer. However, if the exchange offer is not successful, the put option deadline will have passed and noteholders will not be able to re-exercise their put option.

The deadline for the withdrawal of the put option was the close of business on Nov. 8 (London time).

The extended settlement date is now scheduled for a time beyond the put option date.

The company says that it may default on the repurchase price, at 102 plus interest, on the put date.

The company has added a consent solicitation for all of the notes besides the 2023 notes for a waiver relating to any defaults on the February 2023 notes that would trigger a cross-default.

Tendering noteholders will be deemed to have provided an exit consent and now an exit consent waiver.

The company needs consents from eligible holders of a majority for the exit consent waivers to take effect.

Noteholders who have already tendered their notes or provided consents do not need to take any action. However, noteholders can revoke their instructions or consents through the extended expiration time.

Consent solicitation

As previously reported, Yango Justice is also soliciting consents for five other series of notes.

In addition to the three series above, the notes that are part of the consent solicitation are the:

• $300 million outstanding 9¼% senior notes due April 2023 (ISIN: XS2100664544);

• $296 million outstanding 8¼% senior notes due November 2023 (ISIN: XS2122380822);

• $357 million outstanding 7½% senior notes due April 2024 (ISIN: XS2203986927);

• $280 million outstanding 7 7/8% senior notes due September 2024 (ISIN: XS2347769833); and

• $264 million outstanding 7½% senior notes due February 2025 (ISIN: XS2248032653).

Consenting noteholders will receive a $5 cash consent fee.

Purpose

The purpose of the exchange offers and the consent solicitations is to improve liquidity, avoid payment default and preserve options to stabilize the company and keep it as a going concern.

If the exchange offers and the consent solicitations are unsuccessful, Yango Justice may not be able to repay the existing notes upon maturity and plans to engage Admiralty Harbour Capital Ltd. as a financial adviser to contemplate an alternative liability management exercise.

Details

The cash consideration will be paid within seven business days of the settlement date. Settlement is planned for Nov. 23, pushed back from Nov. 12. Payment of the cash consideration and the consent fee is scheduled for Nov. 29, extended from Nov. 23.

Admiralty Harbor Capital Ltd. is the dealer manager and solicitation agent (+852 2110 1666, yango@ahfghk.com).

D.F. King & Co., Inc. is the information, exchange and tabulation agent for the exchange offer and consent solicitations (+44 20 7920 9700, +852 3953 7208, yango@dfkingltd.com, https://sites.dfkingltd.com/yango).

More details about the consent solicitations, including copies of the exchange offer and consent solicitation memorandum, can be obtained by contacting D.F. King.

Yango is a real estate development company based in Shanghai.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.