ICBC unit seeks consents to amend two series of notes due 2026, 2027

By Marisa Wong

Los Angeles, Jan. 5 – ICBCIL Finance Co. Ltd. is inviting holders of its outstanding notes from two series to approve some amendments to each series, according to a notice.

The two series are the $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 is proposing 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.

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

The early consent fee deadline is 11 a.m. ET on Jan. 24.

The voting deadline is 11 a.m. ET on Jan. 26.

A meeting of holders for both series of notes is scheduled for 3 a.m. ET on Jan. 31. Holders will vote on an extraordinary resolution to amend the two series.

The meeting requires a quorum of two or more persons holding at least 75% of the aggregate nominal amount of notes of both series.

If there is no quorum at the meeting, an adjourned meeting will be held no less than 14 days and no more than 42 days after the initial meeting. The quorum for the adjourned meeting would be two or more persons representing at least 25% of the notes of both series.

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

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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