Health and Happiness gives indicative tender results for 5 5/8% notes

Chicago, June 13 – Health and Happiness (H&H) International Holdings Ltd. announced the indicative results of its tender offer for its $269,656,000 outstanding 5 5/8% senior notes due 2024 (ISIN: XS2067255328), according to a notice.

The company is offering either to exchange the notes or buy the notes in a capped tender offer, with a related consent solicitation.

The offer expired at 11 a.m. ET on June 9.

Noteholders tendered for exchange $141,793,000 of the notes, or 52.8% of the issue.

Noteholders tendered for purchase $29,862,000 of the notes, or 11.07% of the issue.

The company also said it received the requisite consents in the consent solicitation, which included the tendered notes and consents for an additional $15,241,000 of 2024 notes. The total response for the consent solicitation was 69.31% of the principal amount of notes.

The offer is still subject to a total issuance condition.

Pricing for a concurrent new money issuance was expected to take place on June 13.

Recap

The new notes in the exchange offer are also being sold for cash and are expected to have at least a three-year tenor. The minimum coupon will be 13½%. The liability management exercise is conditioned on at least $200 million of new notes being sold.

If noteholders elect to exchange their notes for the new notes, they will receive an even exchange of new notes plus a $59 exchange fee in cash and a $1 consent fee in cash.

Tendering noteholders will receive $930 per $1,000, inclusive of a $1 consent fee.

Accrued interest will also be paid to the settlement date.

Separately, noteholders who did not participate in the tender offer or exchange offer were being asked to participate in the consent solicitation.

Settlement is planned for June 26, and the new notes are expected to be listed on June 27.

Deutsche Bank AG, Hong Kong Branch, Goldman Sachs (Asia) LLC and Hongkong and Shanghai Banking Corp. Ltd. are the dealer managers.

Kroll Issuer Services Ltd. (+44 20 7704 0880, +852 2281 0114; hh@is.kroll.com; https://deals.is.kroll.com/hh.) is the information and tender agent.

The health supplements and child health company is based in Hong Kong.

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