Greentown China offers new notes in exchange for 8˝% notes, 8% notes

By Susanna Moon

Chicago, July 20 – Greentown China Holdings Ltd. said it began an offer to exchange any and all of its $700 million of 8˝% senior notes due 2018 and its $500 million of 8% senior notes due 2019.

The principal amount of new notes to be issued per $1,000 of old notes exchanged will be $1,063.75 for the 8˝% notes and $1,070 for the 8% notes, according to a company notice.

The cash consent payment will be $2.50 per $1,000 of old notes.

The payment per $1,000 principal amount also will include any fractional cash payment plus accrued interest.

Holders who tender their notes in the exchange offer and are thereby deemed to have delivered consents or deliver consents in a consent solicitation will receive a consent payment.

The exchange offer will expire at 10 a.m. ET on July 30.

In exchange, the company will issue new dollar-denominated senior notes due Aug. 11, 2020 at par in denominations of $200,000 and integral multiples of $1,000 after that.

The minimum interest rate and yield of the new notes will be announced on July 27, with the final interest rate and yield as soon as possible after the offer ends and no later than Aug. 4, the company said.

The new notes will be guaranteed by the subsidiary guarantors of the company and will have the benefit of the keepwell deed and the deed of undertaking to be provided by China Communications Construction Group (Ltd.).

The company will apply to list the new notes on the stock exchange.

The company also is concurrently soliciting consents from holders to amend the note indentures.

The offer is conditioned on the company having obtained the needed consents for all series of notes.

The exchange offer will extend the maturity of some of the company’s debt due in 2018 and 2019 and provides the company with more financial flexibility to pursue its strategic objectives, the company noted.

Credit Suisse Securities (Europe) Ltd. (liability.management@credit-suisse.com or +44 20 7883 8763), Hongkong and Shanghai Banking Corp. Ltd. (liability.management@hsbcib.com, +852 2822 4100, +44207 992 6237, 212 525-5552 or 888 HSBC-4LM), UBS AG, Hong Kong Branch (OL-LM-Asia@ubs.com or +852 2971 7791) and BOCI Asia Ltd. (HK.DCM@bocigroup.com or +852 3988 6910) are the dealer managers.

Lucid Issuer Services Ltd. (greentown@lucid-is.com or +44 207 704 0880) is the information and exchange agent.

Greentown China is a Hangzhou, China-based property developer.

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