Golden Wheel gains more noteholder support of exchange, now over 85%

By Marisa Wong

Los Angeles, Jan. 14 – China’s Golden Wheel Tiandi Holdings Co. Ltd. announced it has obtained further support from existing noteholders for its previously proposed restructuring.

As of 4 a.m. ET on Jan. 14, holders representing more than 85% of the aggregate outstanding principal amount of all three series of existing notes and more than 80% of the aggregate outstanding principal amount of each series have executed, or acceded to, the restructuring support agreement.

As noted in a Dec. 31 announcement, the support represents more than the 75% value threshold required under the Cayman scheme and will enable the company to extend the maturity profile of the existing notes under the Cayman scheme.

The company said in its announcement on Friday it “would like to express its gratitude to and is very pleased with the swift move and approval by the overwhelming majority of existing noteholders and cordially invites each holder of the remaining existing notes to accede to the RSA as soon as possible.”

The Cayman scheme, once approved at the scheme meeting, sanctioned by the Cayman court and registered with the registrar of companies in the Cayman Islands, will be binding on all the existing noteholders.

The company said it is attempting to make the required applications with the Cayman court in respect of the Cayman scheme as soon as possible and will issue further announcements with updates.

Previous announcements

On Dec. 31, Golden Wheel said it received the necessary support of its plan to exchange three series of existing notes for new 10% three-year notes plus upfront cash.

As of Dec. 31, holders of about 80% of the aggregate outstanding principal amount of the existing notes have acceded to the terms of the plan, which exceeds the 75% threshold required under the Cayman scheme.

The existing notes include Golden Wheel’s $200 million issue of 12.95% senior notes due 2022 (ISIN XS2100655807), of which there is $121,506,000 outstanding; its $170 million issue of 14¼% senior notes due 2023 and $85 million 14¼% senior notes due 2023, consolidated and forming a single series (ISIN: XS2199251823), with $178,495,000 outstanding; and its $144,999,000 16% senior notes due 2023 (ISIN: XS2348197554), as previously reported.

In addition to the 75% threshold relating to principal amount, the scheme must also obtain support from a majority in number of noteholders.

Agreement details

Under the Dec. 20 restructuring agreement, the Jan. 22 put option for the 14¼% notes due 2023 would be revoked, as previously reported.

In exchange for the existing notes, holders would receive a total of $494,433,000 of 10% three-year notes plus accrued interest plus 5% upfront cash.

The notes would mature three years after the effective date of the plan, which is expected to be March 31.

The company said the restructuring aims to counter macroeconomic conditions including tightened policies adopted by the local Chinese governments toward the real estate sector and deteriorating consumer sentiment in China resulting in the whole real estate sector suffering from short-term liquidity pressures.

The real estate sector continues to be impacted by regional outbreaks of Covid-19 in China since July 2021, including one cluster in Nanjing city where the group’s major businesses are located, the company said.

In addition to the restructuring agreement the company said it intends to dispose some onshore investment properties in the next three years to help the group meet its repayment obligations under the new notes. The estimated proceeds from these sales are $336 million.

An early eligible creditor fee of 0.4% of the aggregate principal amount of notes excluding any accrued interest will be paid for acceptances received prior to 4 a.m. ET on Dec. 31.

A general eligible creditor fee equal to 0.1% of the aggregate principal amount will be paid for acceptances received prior to 4 a.m. ET on Jan. 14.

Holders may accede to the restructuring agreement by executing an accession letter (available at https://sites.dfkingltd.com/goldenwheel) and submitting this to the information agent at https://sites.dfkingltd.com/goldenwheel.

The company hired Guotai Junan Securities (Hong Kong) Ltd. (+852 2509 5465, dcm.ferris@gtjas.com.hk) and Alvarez & Marsal Corporate Finance Ltd. (+852 3102 2600, ProjectFerris@alvarezandmarsal.com) as joint financial advisers to facilitate a consensual arrangement.

The company has also hired Linklaters as a legal adviser.

Noteholders should contact the financial advisers for further information.

Golden Wheel is a Hong Kong-based commercial and residential property developer.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.