Guangdong Hong Kong Greater Bay gives results of exchange offer

By Mary-Katherine Stinson

Lexington, Ky., April 26 – Guangdong-Hong Kong Greater Bay Area Holdings Ltd. reported the results of its offer to exchange two of its senior notes with maturities in 2023 for new notes with a 36-month tenor, according to an announcement.

As previously reported, the exchange offer relates to the existing $75 million 12% senior notes due in May 2023 (ISIN: XS2485447838) and the $303.62 million 13.85% senior notes due in October 2023 (ISIN: XS2386427525).

As of the exchange expiration deadline of 11 a.m. ET on April 25, $75 million, or 100%, of the total aggregate principal amount of the outstanding May 2023 notes, and $287,819,000, or approximately 94.8%, of the total aggregate principal amount of the outstanding October 2023 notes were tendered for exchange and accepted.

The company was seeking to exchange at least 90% of each issue, or at least $67.5 million of the 12% notes and $273,258,000 of the 13.85% notes.

Participating holders were required to tender all of their notes. No partial tenders were accepted.

Guangdong will pay $1,010 in new notes plus accrued interest for the May 2023 notes. The issuer is offering par and accrued interest for the October 2023 notes. The accrued interest on the existing notes will be paid in kind, in the form of new notes. The new notes will have a 7% interest rate and will mature on the last day of the 36th month after the original issue day. Interest will be paid 65% in kind and 35% in cash.

The company may also launch a scheme of arrangement in Hong Kong to effect a restructuring of the existing notes on terms similar to the exchange offer, except open to all holders of notes including U.S. persons as defined under Regulation S.

Tendering holders were also required to execute and agree to be bound by a restructuring support agreement consenting to a fee of 0.3% of the aggregate principal amount of an eligible restricted note as of the instruction fee deadline to be paid on the restructuring effective date on existing notes tendered in the exchange offer and restricted in the restructuring support agreement if the exchange offer is not consummated and the scheme is launched and consummated, subject to the terms of the restructuring support agreement.

Settlement is planned for April 28.

The new notes will potentially be listed on May 2.

China Citic Bank International Ltd. is the dealer manager.

Sidley Austin is the company’s legal adviser.

Kroll Issuer Services Ltd. is the information, exchange and tabulation agent (+44 20 7704 0880, +852 2281 0114, youngo@is.kroll.com, https://deals.is.kroll.com/youngo, https://deals.is.kroll.com/youngo-rsa).

The company also announced it does not expect to be able to repay the existing notes that remain outstanding at their maturities and urges noteholders to exchange the remaining existing notes for the new notes under substantially the same terms as those of the exchange offer. Holders should contact the company as soon as practicable in order to come to mutually agreeable arrangements.

The state-owned investment holding company is based in Guangdong, China.

© 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.