New World Development accepts $610.28 million of tendered notes

By Marisa Wong

Los Angeles, Dec. 5 – New World Development Co. Ltd. disclosed the results of its Nov. 23 tender offer for seven series of notes.

The company offered to buy up to $600 million principal amount of notes, with the purchase prices determined through a modified Dutch auction procedure. The maximum acceptance amount allocated between each series of notes was determined at the discretion of the offeror.

The company has accepted for purchase $610,283,000 of notes, according to a company announcement on Monday.

As of the expiration of the offer at 11 a.m. ET on Dec. 1, holders had tendered

• $188.58 million principal amount of the $600 million outstanding 4¾% guaranteed notes due 2027 issued by New World China Land Ltd. (ISIN: XS1549621586), $95,779,000 of which was accepted, with a 50.249% scaling factor applied, for purchase at $900 per note;

• $63,609,000 principal amount of the $200 million outstanding 5 7/8% guaranteed notes due 2027 issued by NWD (MTN) Ltd. (ISIN: XS2488074662), $28 million of which was accepted, with a 32.13% scaling factor applied, for purchase at $910 per note;

• $405.04 million principal amount of the $950 million outstanding 4 1/8% guaranteed notes due 2029 issued by NWD (ISIN: XS2028401086), $222 million of which was accepted, with a 53.1184% scaling factor applied, for purchase at $810 per note;

• $209,781,000 principal amount of the $562,817,000 outstanding of $600 million original issue size of 4½% guaranteed notes due 2030 issued by NWD (ISIN: XS2175969125), $111 million of which was accepted, with a 51.155% scaling factor applied, for purchase at $800 per note;

• $66.79 million principal amount of the $127,835,000 outstanding of $200 million original issue size of 3¾% guaranteed sustainability-linked notes due 2031 issued by NWD (ISIN: XS2282055081), $51,785,000 of which was accepted, with no scaling factor applied, for purchase at $760 per note;

• $424,115,000 principal amount of the $1.2 billion outstanding 4 1/8% guaranteed senior perpetual capital securities issued by NWD Finance (BVI) Ltd. (ISIN: XS2348062899), $55.6 million of which was accepted, with a scaling factor of 8.1365% applied, for purchase at $600 per note; and

• $229,096,000 principal amount of the $500 million outstanding 6.15% guaranteed senior perpetual capital securities issued by NWD Finance (ISIN: XS2435611327), $46,119,000 of which was accepted for purchase at $875 per note. Each tender instruction under this series was allocated $200,000 or accepted in full if it would otherwise result in a residual amount of less than the minimum denomination of $200,000 being returned to the relevant holder.

All of the $1,000-par notes are guaranteed by New World Development.

All of the purchase prices were set equal to the respective minimum considerations. No competitive offers were accepted.

The considerations will also include accrued interest.

Settlement is expected for Dec. 5.

The offer is being made to optimize the cost of capital and debt profile of the offeror.

The dealer managers for the offer are Goldman Sachs (Asia) LLC (+852 2978 1162, +852 2978 2956, AEJ_LM@ny.email.gs.com), HSBC Ltd. (+852 3941 0223, +44 20 7992 6237, liability.management@hsbcib.com), Mizuho Securities Asia Ltd. (+852 2685 2023, +852 2685 2079, LiabilityManagement_GC@hk.mizuho-sc.com) and UBS AG Hong Kong Branch (+852 3712 2958, OL-LiabilityManagement-Asia@ubs.com).

The co-dealer manager is Orient Securities (Hong Kong) Ltd. (+852 3519 1288).

Morrow Sodali Ltd. is the information and tender agent (+44 20 4513 6933, +852 2319 4130, nwd@investor.morrowsodali.com, https://projects.morrowsodali.com/nwd).

New World Development is a Hong Kong-based conglomerate.

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