ICBC unit gets needed consents to amend 2026 notes, 2027 notes

By Marisa Wong

Los Angeles, Jan. 31 – ICBCIL Finance Co. Ltd. announced the results of its Jan. 5 consent solicitation involving two series of notes.

ICBCIL was seeking noteholder approval of some amendments to its $300 million 3 5/8% notes due 2026 (ISIN: US44931DAH61, USY3R559AL64), $291.15 million of which is outstanding, and the $250 million 3 5/8% notes due 2027 (ISIN: XS1716970261), $243.21 million of which is outstanding.

Both series have the benefit of a keepwell and liquidity support deed and deed of asset purchase undertaking provided by ICBC Financial Leasing Co., Ltd.

The issuer proposed to amend a condition relating to redemption for change of control, amend a clause relating to ownership of the issuer and control over ICBC International Leasing Co. Ltd. and amend a primary overseas platform clause.

Holders passed the extraordinary resolution to amend the notes at the meeting held at 3 a.m. ET on Jan. 31, according to a company announcement on Wednesday.

As previously reported, the meeting required a quorum of two or more persons holding at least 75% of the aggregate nominal amount of notes of both series.

In order to pass, the extraordinary resolution required a majority of at least 75% of the votes cast to be in favor of the proposed changes.

The issuer will pay an early consent fee of $1.50 per $1,000 nominal amount of notes to holders who delivered consents by the early consent fee deadline and a base consent fee of $0.50 per $1,000 of notes to holders who delivered consents after the early deadline but by the voting deadline.

The early consent fee deadline was 11 a.m. ET on Jan. 24. The voting deadline was 11 a.m. ET on Jan. 26.

Payment of the consent fee is expected to be made on Feb. 8.

ICBC International Securities Ltd. (+852 2683 3888; project_bayes@icbci.icbc.com.cn), BNP Paribas (liability.management@bnpparibas.com), Citigroup (+44 20 7986 4000; ProjectBayes.AP.2023@citi.com), Goldman Sachs (Asia) LLC (+852 2978 1000; gs-bayes-2023@gs.com), HSBC (+852 3941 0223; liability.management@hsbcib.com), J.P. Morgan Securities plc (+852 2800 8201 / +86 10 5931 8856; Liability_Management_HK@jpmorgan.com) and Mizuho Securities Asia Ltd. (+852 2685 2000; LiabilityManagement_GC@hk.mizuho-sc.com) are the solicitation agents.

D.F. King Ltd. (+852 3953 7230, +44 20 7920 9700, 212 269-5550; ICBCIL@dfkingltd.com) is the information and tabulation agent.

ICBC Financial Leasing offers aviation leasing, shipping leasing, equipment leasing and other financial leasing services. Its parent company is Beijing-based Industrial and Commercial Bank of China.

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