Golden Wheel will not make payment on 12.95% senior notes due 2022

By Mary-Katherine Stinson

Lexington, Ky., March 10 – China’s Golden Wheel Tiandi Holdings Co. Ltd. announced it will not make principal or interest payments due March 14 on its $200 million issue of 12.95% senior notes due 2022 (ISIN: XS2100655807).

Citing strong support from the existing noteholders from three series of notes for the company’s previously announced proposed restructuring, the company stated the non-payment will not affect the implementation of the proposed restructuring, the Cayman scheme or the considered transactions even though the non-payment will constitute an event of default.

The notes will be delisted from the Stock Exchange of Hong Kong Ltd. following the March 14 maturity date.

Upon the Cayman Scheme being approved by requisite majority of the holders of the existing notes and following the sanction of the Cayman scheme by the Cayman Court and registration of the sanction with the registrar of companies in the Cayman Islands, the existing notes (including the 12.95% senior notes due 2022) will be canceled and new notes will be issued.

In addition to the 12.95% notes, the existing notes affected by the restructuring agreement include its $170 million issue of 14¼% senior notes due 2023 and $85 million 14¼% senior notes due 2023, consolidated and forming a single series (ISIN: XS2199251823), with $178,495,000 outstanding; and its $144,999,000 16% senior notes due 2023 (ISIN: XS2348197554).

The scheme meeting will be held on March 30.

The company cautioned that the successful implementation of the proposed restructuring is still subject to certain legal procedures under Cayman laws, including the Cayman scheme being approved at the scheme meeting and sanctioned by the Cayman Court as well as the satisfaction or waiver of any condition precedents of the Cayman Scheme.

The Cayman scheme, once approved at the scheme meeting, sanctioned by the Cayman court and registered with the registrar of companies in the Cayman Islands, will be binding on all the existing noteholders.

Previous History

As previously reported, as of 4 a.m. ET on Jan. 14, holders representing more than 85% of the aggregate outstanding principal amount of all three series of existing notes and more than 80% of the aggregate outstanding principal amount of each series have executed, or acceded to, the restructuring support agreement.

The consents represent more than the 75% value threshold required under the Cayman scheme and enables the company to extend the maturity profile of the existing notes under the Cayman scheme.

In addition to the 75% threshold relating to principal amount, the scheme must also obtain support from a majority in number of noteholders.

In December, Golden Wheel said it had received the necessary support of its plan to exchange the three series of existing notes for new 10% three-year notes plus upfront cash.

Under the Dec. 20 restructuring agreement, the Jan. 22 put option for the 14¼% notes due 2023 was revoked, as previously reported.

In exchange for the existing notes, holders will receive a total of $494,433,000 of 10% three-year notes plus accrued interest plus 5% upfront cash.

The notes will mature three years after the effective date of the plan, which is expected to be March 31.

The company said the restructuring aims to counter macroeconomic conditions including tightened policies adopted by the local Chinese governments toward the real estate sector and deteriorating consumer sentiment in China resulting in the whole real estate sector suffering from short-term liquidity pressures.

Holders may contact information agent D.F. King Ltd. (852 3953 7231, 44 20 7920 9700, goldenwheel@dfkingltd.com, https://sites.dfkingltd.com/goldenwheel).

Noteholders may also contact the information agent, the Company’s joint financial advisers or legal adviser for further information.

Guotai Junan Securities (Hong Kong) Ltd. (852 2509 5465, dcm.ferris@gtjas.com.hk) and Alvarez & Marsal Corporate Finance Ltd. (852 3102 2600, ProjectFerris@alvarezandmarsal.com) are joint financial advisers.

The company hired Linklaters (852 2842 4888, dlprojectferris@linklaters.com) as a legal adviser.

Golden Wheel is a Hong Kong-based commercial and residential property developer.

© 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.