Kazakhstan Temir Zholy tenders, seeks consents for 6.95% notes

By Marisa Wong

Los Angeles, Sept. 27 – JSC National Co. Kazakhstan Temir Zholy announced an invitation to holders of its outstanding 6.95% guaranteed notes due 2042 (ISIN: XS0799658637, US48667DAD66) to tender any and all of their notes for purchase for cash and to concurrently consent to amend, by extraordinary resolution, the terms and conditions of the notes to provide for mandatory early redemption of the notes.

There is $882,978,000 of the original $1.1 billion principal amount outstanding.

The company is offering a tender offer consideration of par.

Holders will also receive accrued interest.

In order to be valid, tenders must be accompanied by a vote to approve the extraordinary resolution consenting to the proposal.

The company is not offering any consent fee.

The tender offer will expire at 5 a.m. ET on Oct. 26.

A meeting of holders to consider the proposal will be held at 5 a.m. ET on Oct. 28 in London.

The quorum required for the extraordinary resolution to be considered at the meeting is one or more persons representing not less than three-quarters in principal amount of the outstanding notes.

If the quorum is not met, the meeting will be adjourned. At the adjourned meeting, the quorum will drop down to one or more persons representing not less than one-quarter in principal amount of the outstanding notes.

To pass, the extraordinary resolution requires affirmative votes from at least two-thirds of the holders represented at the meeting.

The offer is not conditioned on any minimum principal amount of notes being tendered or subject to any maximum principal amount of notes that may be accepted for purchase. However, the tender offer is conditioned on the extraordinary resolution being passed at the meeting (or any adjourned meeting), as well as on some other conditions, including a financing condition.

If the extraordinary resolution is approved, any notes that remain outstanding after the tender offer is completed will be redeemed.

The early redemption amount will be equal to the tender offer consideration, par plus accrued interest.

Settlement of the tender offer will be on Oct. 31.

The early redemption date will be on Nov. 1.

The dealer managers and solicitation agents are Citigroup Global Markets Ltd. (+44 20 7986 8969; liabilitymanagement.europe@citi.com), J.P. Morgan Securities plc (+44 20 7134 2468; em_europe_lm@jpmorgan.com) and Societe Generale (+33 1 42 13 32 40; liability.management@sgcib.com).

The tender and tabulation agent is Citibank, NA, London Branch (+44 20 7508 3867; citiexchanges@citi.com).

The company said the offer is in line with its financing policy, and it is exploring ways to optimize its liquidity position and the cost of its debt, including through the refinancing of some of its existing debt (such as these 2042 notes) with lower cost debt.

The issuer is a railway transportation company owned by the Republic of Kazakhstan.

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