Korea’s Doosan Infracore launches consent solicitation for two series

Chicago, March 22 – Doosan Infracore Co. Ltd. started a consent solicitation for two series of notes on Monday, according to an announcement.

The consent solicitations relate to the $300 million outstanding 2¼% guaranteed senior notes due 2022 guaranteed by Korea Development Bank (ISIN: XS2078374159) and the $300 million outstanding 1% guaranteed senior notes due 2023 also guaranteed by Korea Development Bank (ISIN: XS2201951477).

The background for the solicitation is that the company intends to spin off its non-operating business, including the assets, liabilities and contractual relations of the non-operating business, which will be merged with and into Doosan Heavy Industries & Construction Co., Ltd.

Accordingly, Doosan is requesting noteholders approve some proposed amendments and waivers as part of the merger.

Amendments and waivers

Doosan is asking noteholders to approve the substitution of Doosan Heavy as issuer on the notes and release Doosan Infracore from all obligations and liabilities on the notes.

Additionally, the company is seeking approval for waiver and authorization of any breach by the threat of the merger or the proposed amendments.

Details

Noteholder meetings will be held at 5 a.m. ET on April 15 for the 2022 notes and at 5:30 a.m. ET on April 15 for the 2023 notes.

The meeting will possibly be held virtually.

A quorum is necessary, and from the quorum approval from a majority of votes cast.

A consent fee is being paid to noteholders who deliver a valid consent instruction in favor of the extraordinary resolution of 0.15% of the principal amount of notes that are subject to the consent instruction. For U.S. noteholders, an equivalent amount will be paid, but it will not be paid as a consent fee.

The consent fee deadline is noon ET on April 1 for eligible noteholders. The deadline for ineligible holders, meaning U.S. persons, is the same.

The payment date is expected for July 1, at the earliest.

Solicitation agents for the offer are HSBC (+852 3941 0223, +44 20 7992 6237, liability.management@hsbcib.com), Korea Development Bank (+822 787 6641/6621) and Standard Chartered Bank (+44 20 7885 5739, +852 3983 8658, +65 6557 8286, liability_management@sc.com).

Morrow Sodali Ltd. is the information and tabulation agent (+44 20 8089 3287, +852 2319 4130, doosan@investor.morrowsodali.com, https://bonds.morrowsodali.com/doosan).

Doosan is a lender based in Seoul, South Korea.

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