ICBC unit Whitedove seeks OK to amend $300 million 4¾% notes

By Susanna Moon

Chicago, Dec. 6 – Whitedove Funding 2014 has scheduled a meeting on Jan. 15 in Hong Kong for holders of its $300 million of 4¾% secured notes due 2024.

The notes are guaranteed by ICBC Financial Leasing Co., Ltd., which is a wholly owned subsidiary of Industrial and Commercial Bank of China.

Specifically, the company is asking holders to grant the change of borrower under the facility agreements from the outgoing borrower to the incoming borrower in order for the guarantor and borrowers “to manage the financings of its subsidiaries more efficiently,” according to an announcement.

Holders are being asked to approve the proposals so that it does not constitute an event of default under the note terms.

As background, the company noted that ICBC’s leasing operations consist of domestic and offshore leasing businesses. ICBC’s domestic leasing operations in China are owned and operated by the guarantor, along with its subsidiaries.

Before September, the offshore leasing platform of ICBC was held by ICBC’s indirectly wholly owned subsidiary, ICBC International Leasing Co. Ltd. and its subsidiaries. The offshore leasing business was managed and operated by the guarantor, however, though the assets of the offshore leasing platform were owned by the ICBCIL group.

The guarantor managed the ICBCIL Group by providing management services and sharing resources.

ICBCIL Finance Co. Ltd., the outgoing borrower, is a direct wholly owned subsidiary of ICBCIL, which in turn is indirectly wholly owned by ICBC. Since the group does not have any ownership interest in the ICBCIL Group and financial consolidation is not otherwise required or provided by law, the financial statements of the ICBCIL Group are not consolidated into the group’s consolidated financial statements.

On March 15, ICBC Aviation Leasing Co. Ltd. was incorporated as a direct wholly owned subsidiary of the guarantor. To facilitate management and to consolidate the domestic and offshore leasing businesses of ICBC, the offshore aviation leasing business of ICBC was transferred to ICBC Aviation from the ICBCIL Group in September.

Skysea Finance Co. Ltd., the incoming borrower, is a direct wholly owned subsidiary of ICBC Aviation, which in turn is indirectly wholly owned by the guarantor.

The consent fee will be $0.40 for each $1,000 principal amount.

To pass, the measure requires a majority in favor consisting of at least 50% of the votes cast.

The principal paying agent is Deutsche Bank AG, Hong Kong Branch.

ICBC is based in Beijing.

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