Hutchison Whampoa announces pricing in $1.5 billion tender offer

By Jennifer Chiou

New York, June 5 - Hutchison Whampoa International Ltd. said it set pricing in the tender offer for up to $1.5 billion of notes issued by some of its subsidiaries.

Under the company's straight tender offer, notes covered are Hutchison Whampoa Finance (CI) Ltd.'s $500 million of 7.5% guaranteed notes due 2027, Hutchison Whampoa International (03/33) Ltd.'s $1.5 billion of 7.45% guaranteed notes due 2033 and $2 billion of 6.25% guaranteed notes due 2014 and Hutchison Whampoa International (03/13) Ltd.'s $3.5 billion of 6.5% guaranteed notes due 2013. The notes are listed in order of acceptance priority level.

For each $1,000 principal amount of notes, the company said it will pay $978.85 for the 7.5% notes, $954.96 for the 7.45% notes, $1,047.82 for the 6.25% notes and $1,049.22 for the 6.5% notes.

The total consideration for each $1,000 principal amount of notes was determined at 2 p.m. ET on June 4 and is equal to the sum of the present value of $1,000 principal amount of notes on the settlement date plus the present value of all remaining scheduled payments of interest determined using the yield to maturity of the reference U.S. Treasury plus a fixed spread and minus accrued interest up to but excluding the settlement date.

In each case, the total consideration includes a $30.00 early tender premium for notes tendered by the early tender date.

The reference U.S. Treasury was the 4.5% Treasury note due May 15, 2038 for the 7.5% notes and 7.45% notes and the 1.875% Treasury note due April 30, 2014 for the 6.25% and 6.5% notes.

The spread was 381 basis points for the 7.5% notes, 333 bps for the 7.45% notes, 257 bps for the 6.25% notes and 251 bps for the 6.5% notes.

Holders will also receive accrued interest up to but excluding the settlement date.

As of 5 p.m. ET on May 21, the early deadline, holders had tendered $171,143,000 of the 7.5% notes, $354,232,000 of the 7.45% notes, $641,406,000 of the 6.25% notes and $602,740,000 of the 6.5% notes.

The tender offer is being conducted by Hutchison Whampoa subsidiaries Acelist Ltd. for the 7.5% notes, Daystep Ltd. for the 7.45% notes, Ideal Zone Ltd. for the 6.25% notes and Plan Bright Ltd. for the 6.5% notes.

Because the offer has already been oversubscribed, the company said that notes will be accepted on a pro rata basis.

The expiration date is midnight ET on June 8, and the settlement date is expected to be June 9. The offer began on May 7.

Any notes purchased in the tender offer will not be canceled. Hutchison Whampoa said the subsidiaries holding the offer have no current plans to transfer any purchased notes but may decide to do so in the future.

The dealer manager for the offer is Morgan Stanley (call Thomas O'Connor in New York at 800 624-1808 or 212 761-5384 or call Meng Gao in Hong Kong at 852 2848 5961).

The information agent is D.F. King & Co., Inc., (212 269-5550 for banks and brokers or 800 431-9645 for all others).

Dutch auction details

On May 15, the company said that Acelist will purchase up to $750 million principal amount of Hutchison's $1.5 billion of 5.45% guaranteed notes due 2010 and that Daystep will buy up to $750 million principal amount of its $1.5 billion of 7% guaranteed notes due 2011.

As of 5 p.m. ET on June 2, holders had tendered $155,157,000 of the 5.45% notes and $182,616,000 of the 7% notes.

For each $1,000 principal amount, the bid price range is $1,035.00 to $1,041.25 for the 5.45% notes and $1,061.25 to $1,068.75 for the 7% notes. The total payment will include a $20.00 premium for notes tendered by 5 p.m. ET on June 2, the early tender date.

Holders will receive accrued interest to the settlement date, which is expected to be June 18.

The cash tenders offers will expire at midnight ET on June 16.

D.F. King & Co., Inc. (800 431-9645 or banks and brokers 212 269-5550) is the depositary and information agent. Morgan Stanley (800 624-1808 or collect 212 761-5384; attn: Thomas O'Connor) is the dealer manager.

Hutchison Whampoa is a Hong Kong-based infrastructure conglomerate.

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