China’s NWS Holdings’ Celestial units provide tender offer results

Chicago, Dec. 14 – NWS Holdings Ltd. announced the results from separate tender offers to purchase for cash the $650 million 4¼% guaranteed senior notes due 2029 (ISIN: XS2009282539) issued by its Celestial Dynasty Ltd. subsidiary and the $1.3 billion 5¾% guaranteed senior perpetual capital securities (ISIN: XS1940852145) issued by its Celestial Miles Ltd. subsidiary, according to two notices.

In each case, pricing was to be determined by a modified Dutch auction procedure.

Celestial Dynasty

The offerors accepted for purchase $92,301,000 of the notes due 2029.

The purchase price was $865 per note, the minimum price allowed under the modified Dutch auction.

No competitive offers over the offer price are being accepted.

There was no proposed cap for the 2029 notes.

Interest of $20.423611 per $1,000 note will also be paid on the settlement date, Dec. 20.

After the offer settles, there will be $243,649,000 of the notes outstanding.

Celestial Miles

For the perpetual notes, the offerors determined the maximum acceptance amount to be $280,856,000 so that they could accept that amount of tendered notes.

The offerors proposed a $250 million maximum acceptance amount for the capital securities but reserved the right to change that amount.

For the capital securities, the purchase price was not to be less than $955 per $1,000 principal amount, and there was no maximum purchase price.

The purchase price has been set at that minimum level, $955 per note. No competitive offers over that price are being accepted for purchase.

Accrued distribution of $22.361111 per note will also be paid.

After settlement on Dec. 20, there will be $1,019,144,000 of the notes remaining.

Details

NWS, which guarantees the notes, said the reason for the offers is to optimize its balance sheet structure and future cost of financing. All securities accepted for purchase under the offers will be canceled.

The offers expired at 11 a.m. ET on Dec. 13.

Tender instructions are irrevocable.

For the 2029 notes, Credit Agricole CIB (+852 2826 5624, +44 20 7214 5903 or DCM-HK@ca-cib.com/liability.management@ca-cib.com) and Mizuho Securities Asia Ltd. (+852 2685 2023, +852 2685 2079 or LiabilityManagement_GC@hk.mizuho-sc.com) are the dealer managers.

For the capital securities, Credit Agricole (+852 2826 5624, +44 20 7214 5903 or DCM-HK@ca-cib.com/liability.management@ca-cib.com) and Hongkong and Shanghai Banking Corp. Ltd. (+852 3941 0223, +44 20 7992 6237 or liability.management@hsbcib.com) are the dealer managers.

For both offers, Morrow Sodali Ltd. (+44 20 4513 6933, +852 2319 4130 or nwssenior@investor.morrowsodali.com for the 2029 notes and nwsperpetual@investor.morrowsodali.com for the capital securities) is the information and tender agent.

Hong Kong-based NWS Holdings operates businesses in infrastructure, facilities rental, construction-related contracting and public transport.

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