JY Grandmark ends exchange offer early; holders tender all 7½% notes for new 9½% notes

By Marisa Wong

Los Angeles, Jan. 10 – JY Grandmark Holdings Ltd. announced the early expiration and results of its Dec. 19 offer to exchange all existing $152.1 million 7½% senior notes due 2023 (ISIN: XS2430934815) that were issued with a 364-day tenor for new 9½% notes with a 364-day tenor.

As of 11 a.m. ET on Jan. 9, holders had tendered $152.1 million, or 100%, of the existing notes for exchange, according to a company announcement on Tuesday.

Because all tender instructions have been delivered, the company has decided to advance the exchange expiration deadline to 11 a.m. ET on Jan. 9 from 11 a.m. ET on Jan. 13. The settlement date has also been moved up to Jan. 12 from Jan. 20.

Exchanging noteholders will receive a like amount of the new notes for the old notes, as well as accrued interest.

The new notes, totaling $152 million, are expected to be listed on Jan. 13.

According to Tuesday’s announcement, some relatives of Chan Sze Ming Michael, an executive director and the chairman of the company, and Jinghui Capital Investment, which is wholly owned by a substantial shareholder of a subsidiary of the company, participated in the exchange offer and are expected to be issued about 73.47% and 8.45% of the total principal amount of the new notes, respectively.

The company is conducting the offer to extend its debt maturity profile to improve its debt structure.

As previously reported, the company offered $150 million of 7½% one-year notes in March 2020. The company conducted an exchange offer for all of its 7½% notes in February 2021 for new 364-day notes. The company conducted another exchange offer in January 2022 for new 7½% 364-day notes. This is the third exchange offer and the first increase in the coupon via the exchange offer.

Haitong International Securities Co. Ltd. is the dealer manager.

D.F. King & Co., Inc. is the information and exchange agent for the offer (+44 20 7920 9700, +852 3953 7208, JYGrandmark@dfking.com, https://sites.dfkingltd.com/JYGrandmark).

JY Grandmark is a property developer based in Guangzhou, China.

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