Dalian Wanda unit achieves majority in consent bid by early deadline

Chicago, Nov. 30 – Wanda Properties International Co. Ltd. announced the instructions received by the early deadline for the consent solicitation relating to the $600 million of 7¼% guaranteed bonds due Jan. 29, 2024 (ISIN: XS1023280271), according to a notice.

The early consent deadline and electronic consent deadline were both set for 11 a.m. ET on Nov. 29, according to the notice.

By that early deadline, requisite consent instructions were validly delivered sufficient to meet the quorum requirement (at least 66% of the principal amount of bonds). Those voting in favor represented more than 99.3% of those consent instructions.

The issuer was offering an early consent fee of 1% to holders who delivered consent instructions by the early deadline and a base consent fee of 0.25% to holders who deliver consents after the early consent deadline but before the electronic consent deadline or, if electronic consent is not granted or the eligibility condition is not satisfied by the electronic consent deadline, the voting deadline.

Bondholders may still submit instructions through the 11 a.m. ET on Dec. 8 voting deadline to be eligible to receive the base consent fee or base ineligible bondholder payment.

The company also announced that the extraordinary resolution will be tabled for consideration at the meeting to be held at Linklaters in Hong Kong at 9:30 p.m. ET on Dec. 12.

Consent bid

As a recap, if the extraordinary resolution is implemented, among other things, the maturity date of the bonds will be extended by 11 months to Dec. 29, 2024, allowing the group to alleviate its near-term liquidity pressure and proactively manage its payment obligations under the bonds to meet its expected future cashflows.

The issuer is also proposing to add mandatory partial redemptions on Jan. 5, 2024, May 29, 2024 and Sept. 29, 2024.

The issuer wants to transfer all funds out of the interest reserve account for payment of part of the mandatory partial redemption amount due on Jan. 5, 2024 and terminate the interest reserve account arrangement after that.

The issuer is also seeking to amend the definition of change-of-control event, remove the put option relating to a rating withdrawal event and change the make-whole call option to a par call option in whole or in part at any time, as well as to amend some events of default such as extending the relevant grace periods.

In addition, as part of the extraordinary resolution, the issuer is also seeking to amend the terms and conditions of the 2024 bonds to align them with those of the 2025 bonds and 2026 bonds.

If the extraordinary resolution is not approved by way of electronic consent or at the bondholders’ meeting, the issuer and the subsidiary guarantors may not be able to repay the bonds at their principal amount together with accrued interest on the original maturity date, Jan. 29, 2024, and cross-default provisions under the issuer’s, the subsidiary guarantors’ or the company’s other existing debt may be triggered. In such an event, holders may lose all or a substantial portion of their investments in the bonds, the company said.

Details

The notes are guaranteed by subsidiaries Wanda Commercial Properties (Hong Kong) Co. Ltd., Wanda Real Estate Investments Ltd. and Wanda Commercial Properties Overseas Ltd. and were issued with the benefit of a keepwell deed and a deed of equity interest purchase from Dalian Wanda Commercial Management Group Co., Ltd.

Deutsche Bank is the solicitation agent (+65 6225 9442; wonder.3@list.db.com).

Morrow Sodali Ltd. is the information and tabulation agent (+44 20 4513 6933 or +852 2319 4130; wanda@investor.morrowsodali.com; https://projects.morrowsodali.com/wanda).

Formerly Dalian Wanda Commercial Properties Co., Ltd., Dalian Wanda is a real estate company based in Beijing.

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