Sino-Ocean unit does not get consent for 2024 notes; tabled until Aug. 17

By Mary-Katherine Stinson

Lexington, Ky., Aug. 10 – Sino-Ocean Group Holding Ltd. announced the results of one out of the three separate but concurrent consent solicitations, according to a notice.

The consent solicitation relating to the Sino-Ocean Land Treasure Finance I Ltd. issue of $700 million of 6% guaranteed notes due 2024 (ISIN: XS1090864528) failed to reach the required majority.

Consent instructions for the 2024 notes voting in favor of the extraordinary resolution were received from noteholders representing more than 75% of the notes’ total principal amount by the electronic consent deadline of 11 a.m. ET on Aug. 9.

A meeting to consider the extraordinary resolution is scheduled to start at 4:45 a.m. ET on Aug. 17 at Linklaters’ office in Hong Kong.

The voting deadline for all three series of notes, including the 2024 notes, is 11 a.m. ET on Aug. 11.

As previously reported, the two other separate but concurrent consent solicitations relate to the Sino-Ocean Land Treasure Finance II Ltd. issue of $500 million of 5.95% guaranteed notes due 2027 (ISIN: XS1163722587) and the Sino-Ocean Land Treasure IV Ltd. issue of $600 million of 4¾% guaranteed notes due 2029 (ISIN: XS2034822564).

The solicitations are asking noteholders to agree to push out upcoming interest payment dates by approximately two months and to waive any defaults under the notes.

On the first consent solicitation for the 2024 notes, holders were being asked to accept interest on Sept. 30 instead of July 30.

Noteholders of the 2027 notes are being asked for an extension to Oct. 4 for the interest payment. Noteholders for the notes due 2029 are being solicited for an extension to Oct. 5.

If the consent solicitations are unsuccessful, the group may need to start an immediate court restructuring process. Events of default could trigger cross-default provisions on the company’s other debt.

A consent fee of 0.1% of the principal amount of notes is being offered to holders who validly vote in favor by the deadline. No fee will be paid if the extraordinary resolutions are not passed.

Consent fees would be paid around Aug. 18.

The consent solicitations are inter-conditional.

Haitong International Securities Co. Ltd. is the solicitation agent.

Morrow Sodali Ltd. is the information and tabulation agent (+44 20 4513 6933, +852 2319 4130, sinooceanland@investor.morrowsodali.com, https://projects.morrowsodali.com/ sinooceanland).

The property developer is based in Hong Kong.

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