Hong Kong’s Jiayuan scraps exchange offer, proceeds with scheme

By Marisa Wong

Los Angeles, April 26 – Jiayuan International Group Ltd. has decided to terminate its exchange offer for six series of notes, according to a notice on Wednesday.

The company said it will instead proceed with the scheme contemplated under its restructuring support agreement “to seek a more holistic resolution.”

Holders who have already executed the restructuring support agreement or an accession to the RSA do not need to take any action.

The positions of holders who have acceded to the RSA will remain blocked until the business day after the 11th extended instruction fee deadline. In March the company had extended the instruction fee deadline an 11th time to 11 a.m. ET on May 9.

Questions about the terms of the RSA should be directed to the information and exchange agent, Morrow Sodali Ltd. (+44 20 4513 6933 or +852 2319 4130; jiayuan@investor.morrowsodali.com; https://projects.morrowsodali.com/jiayuan).

The company said that no assurance can be given that the scheme will be completed and that it reserves the right to amend, withdraw or terminate the scheme.

Offer history

The exchange offer was launched Aug. 24, 2022.

The company was offering to exchange at least

• $89,325,000, or 90%, of the outstanding principal amount of its 11 3/8% senior notes due October 2022 (ISIN: XS2475749300) for new 6½% senior notes due Jan. 29, 2025;

• $180 million, or 90%, of the outstanding principal amount of its 12% senior notes due October 2022 (ISIN: XS2247215283) for new 6½% senior notes due Jan. 30, 2025;

• $158,143,500, or 90%, of the outstanding principal amount of its 13Ύ% senior notes due February 2023 (ISIN: XS2066357034) for new 6½% senior notes due May 18, 2025;

• $270 million, or 90%, of the outstanding principal amount of its 12½% senior notes due April 2023 (ISIN: XS2233091359) for new 6½% senior notes due July 8, 2025;

• $270 million, or 90%, of the outstanding principal amount of its 12½% senior notes due July 2023 (ISIN: XS2279822683) for new 6½% senior notes due Oct. 21, 2025; and

• $207 million, or 90%, of the outstanding principal amount of its 11% senior notes due February 2024 (ISIN: XS2333154867) for new 6½% senior notes due May 17, 2026.

The company was also soliciting consents to amend five of those series, namely all but the July 2023 notes. The company is seeking approval of some proposed waivers and amendments to each of the indentures governing those notes.

The company was conducting the exchange offer and consent solicitation for all of its existing dollar-denominated senior notes due to adverse market conditions for real estate developers in China.

In conjunction with the exchange offer and consent solicitation, the company was also contemplating a scheme of arrangement that would effect a restructuring of the existing notes on terms similar to the exchange offer and consent solicitation but open to all holders of the notes, including U.S. persons under Regulation S.

As previously noted, if the consent solicitation is not completed and a scheme is launched and consummated, there will be an instruction fee of 0.25% on existing notes tendered in the exchange offer and consent solicitation and restricted in the RSA. The instruction fee will be paid on the restructuring effective date.

The property developer is based in Hong Kong.

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