China’s NWS Holdings units tender for 4¼% 2029 notes, 5¾% perpetual securities

By Wendy Van Sickle

Columbus, Ohio, Dec. 5 – NWS Holdings Ltd. announced separate tender offers to purchase for cash the $650 million 4¼% guaranteed senior notes due 2029 (ISIN: XS2009282539) issued by its Celestial Dynasty Ltd. subsidiary and the $1.3 billion 5¾% guaranteed senior perpetual capital securities (ISIN: XS1940852145) issued by its Celestial Miles Ltd. subsidiary, according to two notices.

In each case, pricing will be determined by a modified Dutch auction procedure.

The offerors are proposing a $250 million maximum acceptance amount for the capital securities but reserve the right to change that amount. There is no proposed cap for the 2029 notes.

For the 2029 notes, the purchase price will not be less than $865 per $1,000 principal amount, and there is no maximum purchase price.

For the capital securities, the purchase price will not be less than $955 per $1,000 principal amount, and there is no maximum purchase price.

The offerors will determine the purchase price for each offer after the expiration deadline, and notes tendered at prices greater than the purchase prices will not be accepted for purchase.

The final acceptance amount of each offer will be determined and announced after the expiration.

Tender instructions for each offer may be submitted in the form of either competitive offers specifying a price or non-competitive offers. If the offerors accept any competitive offers, they will accept all non-competitive offers for the set purchase price.

NWS, which guarantees the notes, said the reason for the offers is to optimize its balance sheet structure and future cost of financing. All securities accepted for purchase under the offers will be canceled.

The offers will expire at 11 a.m. ET on Dec. 13.

Results are expected to be announced on Dec. 14, and settlement is expected for Dec. 20.

Tender instructions will be irrevocable.

For the 2029 notes, Credit Agricole CIB (+852 2826 5624, +44 20 7214 5903 or DCM-HK@ca-cib.com/liability.management@ca-cib.com) and Mizuho Securities Asia Ltd. (+852 2685 2023, +852 2685 2079 or LiabilityManagement_GC@hk.mizuho-sc.com) are the dealer managers.

For the capital securities, Credit Agricole (+852 2826 5624, +44 20 7214 5903 or DCM-HK@ca-cib.com/liability.management@ca-cib.com) and Hongkong and Shanghai Banking Corp. Ltd. (+852 3941 0223, +44 20 7992 6237 or liability.management@hsbcib.com) are the dealer managers.

For both offers, Morrow Sodali Ltd. (+44 20 4513 6933, +852 2319 4130 or nwssenior@investor.morrowsodali.com for the 2029 notes and nwsperpetual@investor.morrowsodali.com for the capital securities) is the information and tender agent.

Hong Kong-based NWS Holdings operates businesses in infrastructure, facilities rental, construction-related contracting and public transport.

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