Central China Real Estate reports consent solicitation successful

By Mary-Katherine Stinson

Lexington, Ky., April 18 – Central China Real Estate Ltd. reported the success of its concurrent consent solicitation launched on April 3 for four series of notes, according to a notice.

The consents were successful in the case of the following series:

• $200 million outstanding 7¼% senior notes due July 2024 (ISIN: XS2102302200);

• $291.23 million outstanding 7¼% senior notes due August 2024 (ISIN: XS2215180550);

• $297,549,000 outstanding 7¾% senior notes due 2024 (ISIN: XS2262030369); and

• $260 million outstanding 7½% senior notes due 2025 (ISIN: XS2282587414).

As previously reported, the main purpose of this consent solicitation was to amend the events of default provision in the indentures to carve out any default or event of default with respect to these four series resulting from a default or event of default occurring under the three series of notes covered by the exchange offer. The issuer was also seeking to make other related changes and some other updates.

The company was offering a consent fee of $2.50 per $1,000 principal amount for these four series.

For each series, the proposed amendments require consents from holders of a majority in principal amount of the applicable notes.

The concurrent consent solicitation expired at 11 a.m. ET on April 18 and is expected to settle on April 21, prior to settlement of the exchange offer.

The exchange offer and linked consent solicitation and the concurrent consent solicitation are not inter-conditional.

As previously reported, the company was offering to exchange the following securities for new notes and cash:

• At least $270 million, or 90%, of the $300 million outstanding 7¼% senior notes due 2023 (ISIN: XS1984473071) at an exchange consideration of $1,000 of 7¼% notes due April 2025 for each $1,000 of notes tendered, plus a $5 cash incentive fee and accrued interest;

• At least $177.57 million, or 90%, of the $197.3 million outstanding 7.9% senior notes due 2023 (ISIN: XS2076398184) at an exchange consideration of $1,000 of 7.9% senior notes due November 2025 and the $5 cash incentive fee; and

• At least $360 million, or 90%, of the $400 million outstanding 7.65% senior notes due 2023 (ISIN: XS2189387520) at an exchange consideration of $1,000 of 7.65% senior notes due August 2025 and the $5 cash incentive fee.

As previously reported, the company was also soliciting consents from holders of the 7.9% notes due 2023 and 7.65% notes due 2023 to approve some proposed waivers and amendments to the indentures governing those notes.

Holders who tender their notes for exchange will be deemed to have given consent under the consent solicitation.

The company noted that it is not soliciting consents for the 7¼% notes due 2023.

The exchange offer and linked consent solicitation expired at 11 a.m. ET on April 18.

Settlement of the new notes will be on or about April 28. Listing of the new notes on the Singapore Exchange is expected to be on May 2.

The exchange offer and consent solicitation is conditioned on, among other things, the minimum acceptance amount being tendered.

The purpose of the exchange offer and consent solicitation is to improve the company’s overall financial condition, extend its debt maturity profile, strengthen its balance sheet and improve cash flow management.

Morrow Sodali Ltd. (+44 20 4513 6933, +852 2319 4130; ccre@investor.morrowsodali.com) is the information, exchange and tabulation agent.

Central China is a Hong Kong-based investment holding company mainly engaged in property development.

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