By Marisa Wong
Los Angeles, Jan. 25 – China’s Guorui Properties Ltd. announced that it completed on Jan. 25 its offer to exchange its $455 million outstanding 13½% senior notes due 2022 for new notes and the related consent solicitation to amend the existing notes with all conditions having been met.
Guorui Properties issued $323,745,000 of new 14¼% three-year notes in exchange for 2022 notes tendered under the exchange offer.
As of the extended tender expiration deadline of 11 a.m. ET on Jan. 20, $300.6 million, or 66.8%, of the outstanding notes, had been tendered and accepted for exchange. Holders received $1,077.041 of new notes and cash in lieu of any fractional amount of the new notes not issued for each $1,000 principal amount of existing notes tendered.
As of the same deadline, holders of $32.55 million, or 7.23%, of the existing notes had submitted consent-only instructions.
The aggregate amount of the existing notes for which consents had been delivered was $333.15 million, or 74.03% of the total amount outstanding.
Because the company received the consents necessary to amend the existing notes, the company executed a supplemental indenture on Jan. 25 to give effect to the proposed amendments.
After settlement of the exchange offer, $154.4 million principal amount of the existing notes remains outstanding.
The company said it refinanced the existing notes to improve its debt structure, extend its debt maturity profile, strengthen its balance sheet and improve cash flow management.
As announced at the start of the exchange offer on Jan. 12, Guorui also planned to issue senior notes under a separate concurrent offering.
The notes were to have the same terms and form a single series with the new notes issued under the exchange offer.
On Monday the company announced that the concurrent new money issuance has not been and will not be completed. As a result, only $323,745,000 of new 14¼% three-year notes will be issued.
Haitong International Securities Co. Ltd. was dealer manager of the exchange, and D.F. King was the information, tabulation and exchange agent. Haitong International was also tapped as sole global coordinator, lead manager and bookrunner for the new money issuance.
The homebuilder is incorporated in the Cayman Islands under the name Glory Land Co. Ltd. and is based in Beijing.
New notes
| Issuer: | Guorui Properties Ltd.
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| Issue: | Senior notes
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| Amount: | $323,745,000
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| Maturity: | Jan. 12, 2024
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| Bookrunner: | Haitong International Securities Co. Ltd.
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| Coupon: | 14¼%
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| Call option: | Make-whole call in whole at any time
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| Equity clawback: | Up to 35% at 114.25
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| Put option: | At par plus accrued interest on April 25, 2022
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| Issue date: | Jan. 25
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| Rating: | Fitch: B-
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| Distribution: | Regulation S
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