Mongolian Mining sets minimum coupon in exchange offer for 2024 notes

By Mary-Katherine Stinson

Lexington, Ky., Aug. 30 – Mongolian Mining Corp. has announced the minimum coupon for the new notes to be issued in connection with its exchange offer for any and all of its $350.2 million outstanding 9¼% senior notes due 2024 (ISIN: USG61759AA70), according to a notice.

The coupon for the new notes has been set at 12½%, which will also be the coupon rate for the company’s concurrent separate offering of new notes. The new notes issued in connection with the exchange offer and in the separate new issuance will have the same terms and will form a single series.

As previously reported, Mongolian Mining’s indirect wholly owned subsidiary Energy Resources LLC is offering to exchange each $1,000 principal amount of the Regulation S notes for:

• $300 in cash as the upfront principal payment;

• $700 principal amount of new notes, subject to minimum denomination provisions;

• $50 in cash as the exchange fee; and

• A fractional cash payment, if applicable, plus accrued interest.

There is a minimum acceptance amount set at 75% of the outstanding principal amount of the 2024 notes, unless waived by the company.

Holders may only tender Regulation S notes under the exchange offer. The Rule 144A notes (ISIN: US60938LAA26) of the same issue are excluded.

Mongolian Mining and Energy Resources, as co-issuers, are concurrently conducting a separate offering of the new notes. The new notes issued in connection with the exchange offer and in the separate new issuance will have the same terms and will form a single series.

The exchange offer will expire at 11 a.m. ET on Sept. 5.

The results of the exchange offer will be announced on Sept. 6, concurrently with the pricing of the new notes.

Settlement of the offer will occur on Sept. 13, which is also the settlement date for the concurrent new money issuance.

The new notes are expected to be listed on the Singapore Exchange on Sept. 14.

Deutsche Bank AG, Hong Kong Branch (+852 2203 8398, +44 20 7545 8011, akela.db@list.db.com) and Morgan Stanley & Co. International plc (+852 2239 1081, +44 20 7677 5040) are dealer managers for the exchange offer.

Morrow Sodali Ltd. (+852 2319 4130, +44 20 4513 6933, 203 609-4910; mmc@investor.morrowsodali.com; https://projects.morrowsodali.com/mmc) is information, exchange and tender agent.

The company said it is undertaking the exchange offer and the concurrent new money issuance as part of its active management of liabilities and capital.

Neither Mongolian Mining nor Energy Resources will receive any cash proceeds from the offer. The Regulation S notes exchanged in connection with the offer will be canceled and not reissued.

A previous exchange and tender offer for the Regulation S 2024 notes was terminated in April.

Mongolian Mining is an Ulaanbaatar, Mongolia-based coking coal producer and exporter.

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