By William Gullotti
Buffalo, N.Y., April 15 – Health and Happiness (H&H) International Holdings Ltd. detailed its recent $120.2 million add-on of 13½% senior notes due 2026 to its existing $200 million of notes previously issued on June 26, 2023 (Ba3/BBB), according to a listing notice with an appended offering circular on Monday.
As previously reported, the original issue was partially comprised of exchange notes and a new offering. The new notes were priced at 106.16 plus accrued interest.
The fungible notes are being offered under Regulation S and are guaranteed by a number of the issuer’s subsidiaries.
They are redeemable with a premium before June 26, 2025; then, they are redeemable at par plus half the coupon thereafter. There is also an equity callback of up to 40% at 113.5.
Deutsche Bank AG, Singapore Branch and Goldman Sachs (Asia) LLC are the initial purchasers, acting as joint global coordinators, joint lead managers and joint bookrunners for the tap offering.
As previously reported, proceeds of roughly $132 million will be used to repay existing offshore debt.
The original offering is already listed on the Hong Kong Exchange.
The health supplements and child health company is based in Hong Kong.
| Issuer: | Health and Happiness (H&H) International Holdings Ltd.
|
| Amount: | $120.2 million add-on
|
| Issue: | Notes
|
| Maturity: | June 26, 2026
|
| Bookrunners: | Deutsche Bank AG, Singapore Branch and Goldman Sachs (Asia) LLC
|
| Trustee: | HSBC Ltd.
|
| Counsel to issuer: | Clifford Chance (England, Hong Kong, United States, Australia), Shanghai Pacific Legal (China)
|
| Counsel to underwriters: | Milbank (Hong Kong) LLP (United States), Zhong Lun Law Firm (China), Walkers (Hong Kong) (Cayman Islands, BVI)
|
| Coupon: | 13¼%
|
| Price: | 106.16, plus accrued interest from Dec. 26, 2023
|
| Call features: | At par plus premium until June 26, 2025; at 106.75 thereafter; at any time for taxation reasons
|
| Equity clawback: | Up to 40% at 113.5
|
| Change of control: | At 101
|
| Pricing date: | April 8
|
| Issue date: | April 12
|
| Ratings: | Moody’s: Ba3
|
| S&P: BBB
|
| Distribution: | Regulation S
|
| ISIN: | XS2621755375
|
| Total issue: | $320.2 million, including initial $200 million issued on June 26, 2023
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