Mongolian Mortgage offers to exchange 8.85% notes due 2024

By Wendy Van Sickle

Columbus, Ohio, Jan. 4 – Mongolian Mortgage Corp. HFC LLC is offering to exchange any and all of its $212,051,000 of outstanding Regulation S 8.85% senior notes due 2024 (Cusip: Y6142GAB9) issued on Feb. 8, 2021 and guaranteed by MIK Holding JSC, according to a notice.

Participating holders are being offered two options for exchange considerations.

Specifically, the exchange consideration per $1,000 principal amount of notes tendered and accepted for exchange will be either $1,000 of new notes multiplied by 105% plus a fractional cash payment, if applicable, plus interest, or $1,000 of new notes multiplied by 70% plus $300 in cash, plus $40 cash as an exchange fee, plus a fractional cash payment, if applicable, plus interest.

There is a minimum acceptance amount of 70% of the outstanding Regulation S notes.

The company is conducting the exchange offer in connection with a concurrent offering of new notes.

The new notes will be issued by the company and guaranteed by the same guarantor. The minimum coupon will be announced on Jan. 8, and pricing of the new money issuance is expected on Jan. 11.

The company will not receive any cash proceeds from the exchange offer, and proceeds from the new-money issuance will be used for purchasing mortgages with recourse, repayment of any remaining outstanding notes at maturity and general corporate purposes.

The exchange offer will expire at 11 a.m. ET on Jan. 10.

Morrow Sodali Ltd. (203 658-9457, +852 2319 4130 or mik@investor.morrowsodali.com) is the information and exchange agent.

Deutsche Bank AG, Singapore Branch (+44 20 7545 8011) and Korea Investment & Securities Asia Ltd. (+852 2530 8900) are the dealer managers.

Based in Ulaanbaatar, Mongolia, the company issues mortgage-backed securities and is a subsidiary of Mongolian Mortgage Corp. Holdings JSC.

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