Georgian Railway begins tender, seeks consents for 7¾% notes due 2022

Chicago, May 26 – JSC Georgian Railway started a tender offer and consent solicitation for its $500 million outstanding 7¾% notes due 2022 (ISINs: XS0800346362, US37363BAA61), according to a publication on Wednesday.

The company is offering to pay a total consideration of $1,075 per $1,000 notes. The consideration includes an early consent fee, or early tender premium, of $22.50. Interest will also be paid.

Consent fees will only be paid if the extraordinary resolution is passed at the noteholder meeting scheduled for 6:30 a.m. ET on June 24.

The company is seeking to amend the definition of “incur” in the conditions to increase the basket of additional financial debt not deemed to be an incurrence to $50 million from $15 million. Additionally, the company wants to provide for mandatory early redemption of the notes.

Noteholders may submit consents, vote against or abstain from the proposal without tendering their notes.

Noteholders who tender their notes must also submit a vote to approve the extraordinary resolution consenting to the proposal.

The company is also offering new green notes. The tender offer is conditioned upon the issuance of new notes.

In allocating the new notes, Georgian Railway may give priority to noteholders of the old notes who either tender their notes or consent to the proposal. To be given priority, tendering noteholders will need to obtain an allocation code to submit with their tenders or voting instructions.

One of the purposes of the consent solicitation is to cover the short period of time when the old notes will be outstanding at the same time as the notes, i.e., after the settlement of the new notes issuance but before the tender offer has settled.

If the offer is successful, the old notes will be mandatorily redeemed.

The early participation time is 5 p.m. ET on June 9.

The new notes are expected to price on June 10.

The offer expires at 11:59 p.m. ET on June 23.

Settlement for the new notes is scheduled for June 25.

Settlement for the tender offer is June 28.

The redemption date is expected for June 29.

Dealer managers for the offer are Citigroup Global Markets Ltd. (+44 20 7986 8969, liabilitymanagement.europe@citi.com), J.P. Morgan Securities plc (em_europe_lm@jpmorgan.com), Renaissance Securities (Cyprus) Ltd. (SyndicateDCM@rencap.com) and TBC Capital LLC (mchachanidze@tbccapital.ge).

The tender and tabulation agent is Citibank, NA, London Branch (+44 20 7508 3867, citiesxchanges@citi.com).

Tbilisi, Georgia-based Georgian Railway is the sole operator of railways in Georgia.

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