Yida China gets consents for waiver under senior notes due 2022

By Marisa Wong

Los Angeles, Feb. 17 – Yida China Holdings Ltd. announced it received the necessary consents to effect the proposed waivers and amendments to the indenture governing its senior notes due 2022 (ISIN: XS2130508000).

The consent solicitation began on Feb. 7 and expired at 11 a.m. ET on Feb. 16.

As of the expiration time, holders of over 94.04% of the outstanding notes had delivered their consents.

The company said it will arrange to pay the consent fee in two installments of $1.15 million and then $3.45 million.

As previously reported, Yida China sought a waiver of an event of default in relation to its failure to pay outstanding principal and interest, as well as other payment defaults.

The company also requested waivers of other breaches and defaults arising from its payment failures.

Yida proposed to amend the note indenture to extend the maturity date to April 30, 2025 from March 27, 2022; to amend the repayment schedule to reflect that maturity date; to change the interest rate to 6%, effective as of Sept. 27; to change the interest payment dates to April 30 and Oct. 30 of each year; to add a requirement to pay to holders on a pro rata basis $3.45 million in cash on each of Sept. 30, 2022 and Dec. 31, 2022 in lieu of accrued interest that should have been paid on Sept. 27, 2021; and to change the default interest rate to 2% over the new interest rate from 16%.

The company also sought to include an optional redemption right for the company during the extended term of the notes at varying redemption prices and to add a put option for holders to require the company to repurchase the notes at par on April 30, 2024.

In addition, Yida sought consents to introduce additional restrictive covenants, including to include any sale of the reconstruction project at Gorki Road, Xigang District, Dalian city as a “significant asset sale.”

Yida also sought to amend the notes repurchase obligations to include a covenant to restrict any acquisition of land in any single project that involves the direct outlay of cash by the company and its restricted subsidiaries exceeding RMB 800 million and to include a covenant requiring the company and its restricted subsidiaries to subordinate in right of payment to the notes after the effective time certain loans; and to include a covenant requiring the company to ensure that to the extent it enters into any alternative payment arrangement or other subsequent payment arrangement with respect to the settlement sum, any debt created shall not mature before April 30, 2024 and shall not carry an interest rate higher than that for the notes, and Yida shall not repay any principal under the settlement sum unless the company will, at the same time, at least proportionately redeem the notes under its optional redemption rights.

The company offered to holders who delivered their consents by the expiry of the solicitation a pro rata share of $4.6 million. Subject to consummation of the consent solicitation, the first installment will be paid within 10 business days after the effective time, and the second installment will be paid on June 30.

The consent fee was conditioned upon valid consents being received from noteholders representing at least 75% of the outstanding principal amount of the notes.

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

Admiralty Harbour Capital Ltd. is the solicitation agent (yida_enquiries@ahfghk.com).

The company is a business park developer and operator in China with headquarters in Shanghai.

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