China Aoyuan extends support agreement fee deadline

Chicago, July 31 – China Aoyuan Group Ltd. gave an update regarding its work with noteholders of offshore bonds on a restructuring support agreement, according to an announcement.

As of Monday, 64.35% of holders of the group’s financing instruments have executed or acceded to the restructuring support agreement.

The company needs the support of 75% of the holders of its financing instruments.

The company is extending the fee deadline to 5 a.m. ET on Aug. 10 to enable more holders time to accede to the agreement. The fee deadline was previously 5 a.m. ET on July 31.

The fee is 0.25% of the aggregate of eligible restructured debt held by an eligible creditor as of the record date and a pro rata share of $100 million principal amount of new notes.

To be eligible, creditors must consent by the deadline and vote in favor of the schemes at the relevant scheme meetings for all of their eligible debt.

Proposal

The proposed restructuring will result in three series of new debt instruments to be issued by Add Hero Holdings Ltd., a subsidiary of the company, in the amount of $1.8 billion.

The first series will start amortizing in September 2026 and the last series will mature in September 2031.

Interest will be between 7½% and 8.8%, with interest payable in kind initially.

The proposal also includes $500 million of new debt instruments that will mature in September 2031. The notes will have payment in kind at 5½%.

The company will also issue 1 billion of new ordinary shares and 400 million ordinary shares currently held on behalf of Guo Zi Wen will be transferred to eligible creditors, representing 25.22% of the shareholding of the company.

The company will issue $143 million of new zero-coupon mandatory convertible bonds, which will be mandatorily converted into ordinary shares of the company in September 2028 and will represent 29.9% of the total issued share capital of the company after conversion.

There will also be $1.6 billion of new perpetual securities, with a cash distribution rate starting from 1% after September 2031, with distribution adjusting upwards. Distribution will be deferrable at the option of the company.

Outstanding debt

In addition to various credit facilities, there are the following existing unsecured financings outstanding, with company guarantee:

• $100 million of 6% guaranteed notes due 2021 issued by Asia Dynasty Enterprises Ltd. as issuer to Global Castle Investments Ltd. as noteholder;

• $100 million of 6% guaranteed bonds due 2022 (ISIN: XS2190931365) entered into by Power Linkage Ltd.;

• $250 million of 10¾% guaranteed bonds due 2022 (ISIN: XS2190931365) entered into by Power Linkage;

• $200 million of 7.38% guaranteed bonds due 2021 (ISIN: XS2190931365) entered into by Luck Gain Ltd.; and

• $100 million of 6.05% guaranteed bonds due 2022 (ISIN: XS2282540025) entered into by Multi-Prospect Ltd.

Details

A copy of the agreement is available at https://projects.morrowsodali.com/Aoyuan.

Morrow Sodali Ltd., as information agent, is available to answer questions (+852 2319 4130, +44 20 4513 6933, https://portal.morrowsodali.com/Aoyuan, https://portal.morrowsodali.com/aoyuanRSA, aoyuan@investor.morrowsodali.com).

The company is using KPMG Advisory (China) Ltd. as a financial adviser (aoyuan.restructuring@kpmg.com) and Linklaters as a legal adviser (dlaoyuanlinklaters@linklaters.com).

An ad hoc group is using Moelis & Co. Asia Ltd. as a financial adviser (Project_Olympics_Ext@moelis.com) and Weil, Gotshal & Manges as a legal adviser (Project.Olympics@weil.com).

Formerly China Aoyuan Property Group Ltd., the investment holding company is based in Guangzhou, China.

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