Health and Happiness restarts liability management for 5 5/8% notes

Chicago, June 2 – Health and Happiness (H&H) International Holdings Ltd. restarted a liability management exercise for its $269,656,000 outstanding 5 5/8% senior notes due 2024 (ISIN: XS2067255328) on Friday, according to a news release.

The company previously ran a tender offer for the notes that had a new issue condition. The tender offer was withdrawn when the new issue condition would not be met in time.

For the restarted offer, the company is offering either to exchange the notes or buy the notes in a capped tender offer, with a related consent solicitation. The cap will be determined based on a new offering of notes.

The new notes in the exchange offer being sold for cash are expected to have at least a three-year tenor. The minimum coupon will be announced around June 6. The liability management exercise is conditioned on at least $200 million of new notes being sold. Pricing is to take place around June 12.

If noteholders elect to exchange their notes for the new notes, they will receive an even exchange of new notes plus a $59 exchange fee in cash and a $1 consent fee in cash.

Tendering noteholders will receive $930 per $1,000, inclusive of a $1 consent fee.

Accrued interest will also be paid to the settlement date.

Separately, noteholders who do not or cannot participate in the tender offer or exchange offer are being asked to participate in the consent solicitation.

The tender offer and exchange offer are subject to a condition of the receipt of valid consents representing a majority of the outstanding notes.

The offers expire at 11 a.m. ET on June 9.

Settlement is planned for June 26, and the new notes would be listed on June 27.

Deutsche Bank AG, Hong Kong Branch, Goldman Sachs (Asia) LLC and Hongkong and Shanghai Banking Corp. Ltd. are the dealer managers.

Kroll Issuer Services Ltd. (+44 20 7704 0880, +852 2281 0114; hh@is.kroll.com; https://deals.is.kroll.com/hh.) is the information and tender agent.

The health supplements and child health company is based in Hong Kong.

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