eHi Car exchanges over 88% of 7¾% notes due 2024 for new 2027 notes

By William Gullotti

Buffalo, N.Y., March 19 – China’s eHi Car Services Ltd. gave the results of its offer to exchange its $381.5 million of outstanding 7¾% senior notes due 2024 (ISIN: XS2335327388) for new senior notes due 2027, according to a notice on Tuesday.

As previously reported, for each $1,000 principal amount of existing 2024 notes, the issuer is offering an exchange consideration consisting of a $200 upfront repayment of principal of the existing notes in cash; a principal amount of the new notes due 2027 equal to $800 multiplied by the exchange ratio of 105%; an exchange fee of $35 in cash; a fractional cash payment; and any accrued interest.

As of the offer expiration at noon ET on March 18, notes totaling $336.89 million were validly tendered under the exchange offer, representing 88.31% of the outstanding notes.

Although the minimum acceptance amount has been satisfied, the notice reminded holders that the consummation of the offer remains subject to the satisfaction or waiver of certain other conditions.

As previously reported, one of the conditions is the closing of the new 2027 notes, which will have a minimum interest rate of 12%.

The concurrent new money issuance is not part of the exchange offer and will be conducted separately. However, the new notes issued as part of the exchange offer consideration will be issued on the same terms and form a single series with the additional new notes to be issued under the concurrent new money issuance.

The pricing terms of the new notes, which were to be announced with the offer results on March 19, were not included in the announcement.

Settlement is expected to occur on March 26.

Listing of the new notes is expected to be on March 27.

As previously reported, the company said it intends to use proceeds from the concurrent new money issuance primarily to refinance the remaining 2024 notes not exchanged in the exchange offer, fund the cash components of the exchange offer and optimize its debt structure.

If either the exchange offer or the new money issuance is not completed, the company may consider an alternative debt refinancing exercise.

The exchange offer is only open to investors who are not U.S. persons under Regulation S and outside the United States.

The potential new money issuance will be arranged by Deutsche Bank AG, Singapore Branch and J.P. Morgan Securities plc as joint lead managers.

DB Trustees (Hong Kong) Ltd. will act as the trustee for the new notes.

D.F. King Ltd. (+44 20 7920 9700, +852 3953 7208; EHI@dfkingltd.com) is the information and exchange agent. Deutsche Bank and J.P. Morgan are dealer managers.

eHi Car Services is a car rental and services company based in Shanghai.

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