China Overseas begins tender offer for $750 million 0% exchangeables

By Angela McDaniels

Tacoma, Wash., Dec. 9 – China Overseas Land & Investment Ltd. announced a tender offer and consent solicitation for the $750 million of zero-coupon guaranteed exchangeable bonds due 2021 issued by China Overseas Finance Investment (Cayman) IV Ltd. and guaranteed by China Overseas Holdings Ltd.

Holders who tender by the early expiration deadline, 8 p.m. ET on Dec. 9, will receive $244,000 per bond.

Holders who tender after the early expiration deadline but prior to the final deadline, 5 a.m. ET on Dec. 14, will receive $243,000 per $200,000 principal amount of bonds.

The clearing systems cut-off date is 5 a.m. ET on Dec. 16. The settlement date is expected to be Jan. 5.

The issuer is soliciting consents to amendments to the terms and conditions of the bonds that would, among other things, allow the company to redeem all of the bonds that are not repurchased through the tender offer at a price of $243,000 per $200,000 principal amount of bonds.

Bondholders will vote on the amendments at a meeting at 9 p.m. ET on Jan. 3. If the proposal passes, the company plans to redeem any bonds not tendered in the offer.

The company is offering a consent fee of $1,500 per $200,000 principal amount of bonds.

The tender offer is conditioned on the receipt of approval of the amendments, the receipt of tenders for at least two-thirds of the bonds and the completion of a new issue of dollar-denominated zero-coupon guaranteed exchangeable bonds due 2023 by China Overseas Finance Investment (Cayman) V Ltd.

The dealer managers are Citigroup Global Markets Ltd. (852 2501 2325 or eb.tender.2015@citi.com), Goldman Sachs (Asia) LLC (852 2978 6996 or gs-EBtenderoffer@gs.com) and Hongkong and Shanghai Banking Corp. Ltd. (852 3604 3737 or projectchoice.tender.gib@hsbc.com.hk).

China Overseas is a Hong Kong-based construction and development company.

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