China Forestry extends tender offer for 10¼% notes by six more months

By Susanna Moon

Chicago, June 25 – China Forestry Holdings Co., Ltd. said it again extended the tender offer for its outstanding 10¼% senior notes due 2015, this time by six more months to 11:59 p.m. ET on Dec. 24.

The offer previously had been extended to 11:59 p.m. ET on June 24 and, before that, until May 24, April 24, March 24, Feb. 24 and Jan. 22 from Dec. 20, 2013, the original expiration date. The tender offer began on Nov. 22, 2013.

As of the most recent deadline, investors had tendered $98,804,000 principal amount, or 63.66% of the notes not held by the company.

That compares with tenders for $100,564,000 principal amount, or 64.79%, of the notes as of 5 p.m. ET on May 22; $100,344,000 principal amount, or 64.65%, as of 5 p.m. ET on April 23; $100,144,000 principal amount, or 64.5%, as of 5 p.m. ET on March 21; $103,344,000 principal amount, or 66.58%, of the notes as of Feb. 24; $83,436,000 principal amount, or 53.8%, of the notes by Jan. 22; and $83,377,000 principal amount, or 53.7%, of the outstanding notes as of the original expiration date.

All other offer terms remain unchanged.

As previously noted, the consents received by the original expiration date were enough to approve the proposed amendments to the notes, which will eliminate most of the restrictive covenants and other related provisions, including events of default.

The company previously said it was obtaining financing and that the tender offer could be extended until that financing was completed.

As previously announced, holders who tender their notes will receive $425, plus accrued interest, for each $1,000 principal amount of notes accepted for purchase.

Holders who delivered their consents to the proposed amendments by Dec. 6, 2013, the early consent date, will receive an early consent payment of $7.50 per $1,000 of notes.

Holders may not tender their notes without delivering consents.

The company needed consents from holders of a majority of the notes in order to amend the notes.

The tender offer and consent solicitation are conditioned on the company receiving tenders for at least 80% of the outstanding notes, the execution of a supplemental indenture effecting the proposed amendments and completion of financing to fund the tender offer.

The company said on Nov. 29, 2013 that it amended its tender offer so that, effective Nov. 26, 2013, tendered notes and delivered consents may be withdrawn or revoked at any time by the end of the offer. Before that, the offer only stated that notes could be withdrawn prior to the expiration date.

Bondholder Communications Group, LLC (212 809-2663 or 44 20 7382-4580) is the information and tender agent.

China Forestry originally issued $300 million of the senior notes with a 7¾% coupon in November 2010. Under a tender offer in August 2011, the company purchased $120 million of the notes and increased the coupon for the remaining outstanding notes to 10¼%.

As of Nov. 22, 2013, the total outstanding principal amount of the 10¼% notes was $180 million, $25 million of which was held by the company as a result of open market purchases.

The forest resources and timber log processing company is based in Hong Kong.

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