Dalian Wanda unit wraps successful consent bid for 7¼% bonds due 2024

By Marisa Wong

Los Angeles, Dec. 13 – Wanda Properties International Co. Ltd. announced the results of the meeting for holders of its $600 million of 7¼% guaranteed bonds due Jan. 29, 2024 (ISIN: XS1023280271).

The extraordinary resolution was passed at the meeting held at Linklaters in Hong Kong at 9:30 p.m. ET on Dec. 12.

The quorum required for, and the required majority of votes cast at, the meeting was met by eligible bondholders, without counting any participation at the meeting by ineligible bondholders. As a result, the eligibility condition was satisfied.

The issuer has therefore decided to implement the extraordinary resolution.

The issuer said it will pay the consent fees and the ineligible bondholder payments on or around Dec. 18.

With passing of the extraordinary resolution, after satisfaction of the eligibility condition and following payment of the consent fees and ineligible bondholder payments, amendment documents will be executed and will become effective on or around Dec. 18.

Prior update

As of the early consent deadline and electronic consent deadline at 11 a.m. ET on Nov. 29, sufficient consent instructions were already delivered, meeting the quorum requirement – at least 66% of the principal amount of bonds. Those voting in favor represented more than 99.3% of those consent instructions.

Proposed amendments

As a recap, the extraordinary resolution proposed, among other things, an extension of the maturity date of the bonds by 11 months to Dec. 29, 2024, allowing the group to alleviate its near-term liquidity pressure and proactively manage its payment obligations under the bonds to meet its expected future cashflows.

The issuer also proposed adding mandatory partial redemptions on Jan. 5, 2024, May 29, 2024 and Sept. 29, 2024.

The issuer wanted to transfer all funds out of the interest reserve account for payment of part of the mandatory partial redemption amount due on Jan. 5, 2024 and terminate the interest reserve account arrangement after that.

The issuer also sought to amend the definition of change-of-control event, remove the put option relating to a rating withdrawal event and change the make-whole call option to a par call option in whole or in part at any time, as well as to amend some events of default such as extending the relevant grace periods.

In addition, as part of the extraordinary resolution, the issuer sought to amend the terms and conditions of the 2024 bonds to align them with those of the 2025 bonds and 2026 bonds.

Had the extraordinary resolution not been approved by way of electronic consent or at the bondholders’ meeting, the issuer and the subsidiary guarantors might not be able to repay the bonds at their principal amount together with accrued interest on the original maturity date, Jan. 29, 2024, and cross-default provisions under the issuer’s, the subsidiary guarantors’ or the company’s other existing debt could be triggered. In such an event, holders could lose all or a substantial portion of their investments in the bonds, the company previously warned.

Details

The issuer will pay an early consent fee of 1% to holders who delivered consent instructions by the early deadline and a base consent fee of 0.25% to holders who delivered consents after the early consent deadline but before the electronic consent deadline or, if electronic consent is not granted or the eligibility condition is not satisfied by the electronic consent deadline, the voting deadline.

Bondholders could submit instructions through the 11 a.m. ET on Dec. 8 voting deadline to be eligible to receive the base consent fee or base ineligible bondholder payment.

The notes are guaranteed by subsidiaries Wanda Commercial Properties (Hong Kong) Co. Ltd., Wanda Real Estate Investments Ltd. and Wanda Commercial Properties Overseas Ltd. and were issued with the benefit of a keepwell deed and a deed of equity interest purchase from Dalian Wanda Commercial Management Group Co., Ltd.

Deutsche Bank is the solicitation agent (+65 6225 9442; wonder.3@list.db.com).

Morrow Sodali Ltd. is the information and tabulation agent (+44 20 4513 6933 or +852 2319 4130; wanda@investor.morrowsodali.com; https://projects.morrowsodali.com/wanda).

Formerly Dalian Wanda Commercial Properties Co., Ltd., Dalian Wanda is a real estate company based in Beijing.

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