China Overseas settles tenders for $487.2 million 0% exchangeables

By Susanna Moon

Chicago, Feb. 4 - China Overseas Finance Investment (Cayman) Ltd. said it repurchased $487.2 million principal amount of its outstanding zero-coupon guaranteed exchangeable bonds due 2014 on Tuesday.

The aggregate cash amount paid for the repurchase was about $712.8 million, and the total cash amount paid as the consent fee was about $1.24 million, according to a company press release.

After settlement, about $12.8 million of the exchangeable remains outstanding.

On Jan. 29, the company said investors had tendered $482.2 million of the exchangeables.

The tender offer and consent solicitation ended at 5 a.m. ET on Jan. 10. The offer began Jan. 7.

The repurchase amount for each denomination will be $146,311.99, according to a previous press release.

As the measure was approved, holders will receive a consent fee equal to $250 per denomination of the bonds, as follows:

• For each $100,000 principal amount of bonds tendered for repurchase, the settlement amount will be the repurchase price plus the consent fee; and

• For bondholders participating only in the consent solicitation, the settlement amount for each $100,000 principal amount of bonds will be the consent fee.

Citigroup Global Markets Ltd. (852 2501 2694, attn: Xiaochen Fan) and Goldman Sachs (Asia) LLC (852 2978 6996, attn: Bosco Hui, or gs-EBtenderoffer@gs.com) are the information agents.

Approval to delist bonds

The company said on Jan. 29 that it received holder approval to delist its outstanding zero-coupon exchangeables. The bonds were delisted, effective Tuesday.

The company received holder approval at a meeting held Jan. 29, as previously noted.

The company's tender offer was conditioned on obtaining holder approval for that measure and the company raising up to $750 million of new bonds before the settlement date.

China Overseas said it priced $400 million of 5 1/8% five-year guaranteed notes on Jan. 15.

As previously announced, related to the tender offer, the company solicited consents to amend the bonds, seeking the option to cash settle and delist all of the bonds not repurchased in the tender offer.

The company is a subsidiary of Hong-Kong-based China Overseas Land & Investment Ltd., a construction and development company.

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