Hong Kong’s Jiayuan lifts exchange cap, will accept $174.67 million

By Sarah Lizee

Olympia, Wash., July 5 – Jiayuan International Group Ltd. announced that $191.1 million, or 47.78%, of its $400 million 12% senior notes due 2020 were validly tendered as of the exchange expiration deadline at 11 a.m. ET on July 4.

The company also said that it lifted the cap on the exchange to $175 million from $150 million previously, according to a company news release.

Jiayuan said it will accept $174,671,000 of the notes tendered for exchange with a scaling factor of 90.049%.

The issuer said it will accept tenders of the existing notes in full if application of proration will otherwise result in either (i) the issuer accepting the existing notes from any eligible holder in a principal amount of less than $200,000 or (ii) the principal amount of the existing notes not exchanged due to pro rata application being less than $200,000.

The issuer is concurrently conducting an offering of additional new notes in the principal amount of $50,239,000, which will have the same terms and form a single series with the corresponding new notes to be issued under the exchange offer.

The aggregate principal amount of the new notes to be issued under the exchange offer and the concurrent new money issuance is expected to be $225 million.

The settlement date for the new notes is expected to be July 11.

Following the completion of the exchange offer, all of the existing notes accepted for exchange will be canceled and the outstanding aggregate principal amount of the existing notes after cancellation will be $225,329,000.

The old notes will be exchanged for new debt with a minimum coupon rate of 13¾% and with a minimum yield to put of 15%.

The tenor for the new notes is for two years and eight months with a put after one year and eight months.

As previously announced, the new notes will be senior obligations, guaranteed by Jiayuan Investment Management Ltd., Guo Xiang Property Co., Ltd. and Hong Kong Jia Yuan Holdings Ltd.

D.F. King (+44 20 7920 9700, 852 3953 7231 or jiayuan@dfkingltd.com) is the information and exchange agent.

Jiayuan International is a property developer based in Hong Kong.

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