New World Development launches seven-series cash tender offer

Chicago, Nov. 27 – New World Development Co. Ltd. launched a tender offer for seven series of notes, according to an announcement.

The company is offering to buy up to $600 million principal amount of the bonds, with the purchase prices determined through a modified Dutch auction procedure. The maximum acceptance amount may be allocated between each series of bonds at the sole discretion of the offeror.

New World may elect not to purchase any of the bonds.

The tender offer relates to the:

• $600 million outstanding 4¾% guaranteed notes due 2027 issued by New World China Land Ltd. (ISIN: XS1549621586) with a minimum consideration of $900 per note;

• $200 million outstanding 5 7/8% guaranteed notes due 2027 issued by NWD (MTN) Ltd. (ISIN: XS2488074662) with a minimum consideration of $910 per note;

• $950 million outstanding 4 1/8% guaranteed notes due 2029 issued by NWD (ISIN: XS2028401086) with a minimum consideration of $810 per note;

• $562,817,000 outstanding of $600 million original issue size of 4½% guaranteed notes due 2030 issued by NWD (ISIN: XS2175969125) with a minimum consideration of $800 per note;

• $127,835,000 outstanding of $200 million original issue size of 3¾% guaranteed sustainability-linked notes due 2030 issued by NWD (ISIN: XS2282055081) with a minimum consideration of $760 per note;

• $1.2 billion outstanding 4 1/8% guaranteed senior perpetual capital securities issued by NWD Finance (BVI) Ltd. (ISIN: XS2348062899) with a minimum consideration of $600 per note; and

• $500 million outstanding 6.15% guaranteed senior perpetual capital securities issued by NWD Finance (ISIN: XS2435611327) with a minimum consideration of $875 per note.

All of the $1,000-par notes are guaranteed by New World Development.

The considerations will also include accrued interest.

No bonds tendered with purchase prices above the determined purchase price will be accepted.

All non-competitive tender offers will be accepted first with the possibility of proration. Competitive tender offers lower than the purchase price will be accepted next. Then, competitive offers equal to the purchase price will be accepted third, with the possibility of proration.

The tender offer started Nov. 23.

The offer will expire at 11 a.m. ET on Dec. 1.

Results will be announced on Dec. 4.

Settlement is expected for Dec. 5.

The offer is being made to optimize the cost of capital and debt profile of the offeror.

The dealer managers for the offer are Goldman Sachs (Asia) LLC (+852 2978 1162, +852 2978 2956, AEJ_LM@ny.email.gs.com), HSBC Ltd. (+852 3941 0223, +44 20 7992 6237, liability.management@hsbcib.com), Mizuho Securities Asia Ltd. (+852 2685 2023, +852 2685 2079, LiabilityManagement_GC@hk.mizuho-sc.com) and UBS AG Hong Kong Branch (+852 3712 2958, OL-LiabilityManagement-Asia@ubs.com).

The co-dealer manager is Orient Securities (Hong Kong) Ltd. (+852 3519 1288).

Morrow Sodali Ltd. is the information and tender agent (+44 20 4513 6933, +852 2319 4130, nwd@investor.morrowsodali.com, https://projects.morrowsodali.com/nwd).

New World Development is a Hong Kong-based conglomerate.

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