Georgian Railway announces meeting, tender results for 7¾% notes due 2022

Chicago, June 24 – Georgian Railways JSC announced the results of its meeting regarding its $500 million outstanding 7¾% notes due 2022 (ISINs: XS0800346362, US37363BAA61), according to a publication on Thursday.

The extraordinary resolution passed and the amendments to the terms and conditions of the notes were implemented on Thursday.

The company was 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.

Tender results

The company was also conducting a tender offer for the series.

The company was 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.

As of the expiration time of 11:59 p.m. ET on June 23, the issuer received valid tender instructions for $456,685,000, or 91.34%, of the notes.

In addition, the issuer had also received voting instructions in favor of the proposal without notes being tendered for $10.4 million principal amount of notes, or 2.08%, of the notes.

The company will purchase all of the tendered notes.

The company will also pay the $22.50 consent fee to the consent noteholders who did not tender notes.

The offers were subject to a financing condition, which has been met.

After settlement, there will be $43,315,000 of the notes outstanding.

All of the notes outstanding will be redeemed at the early redemption amount of $1,052.50 per $1,000 note, plus interest, to the early redemption date of June 29.

Details

The settlement date will be June 28.

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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