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Powerlong Real Estate Holdings Limited - Exchange Offer & Consent Solicitation (s) - Results

RESULTS OF THE EXCHANGE OFFER, THE CONSENT SOLICITATION AND THE CONCURRENT CONSENT SOLICITATION

05 JULY 2023


Full announcement, including disclaimers and offer restrictions, is available at SGX (Source: Powerlong Real Estate Holdings Limited)


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"1. RESULTS OF THE EXCHANGE OFFER


The Exchange Offer expired at 4:00 p.m., London time, on July 4, 2023. As of the Exchange Expiration Deadline, US$17,189,000 of the aggregate principal amount of the July 2021 Notes and US$16,607,000 of the aggregate principal amount of the November 2019 Notes, respectively, has been validly tendered for exchange and accepted by the Company pursuant to the Exchange Offer. Meanwhile, the Company is pleased to announce that the July 2019 Notes Minimum Acceptance Amount has been reached and that, as of the Exchange Expiration Deadline, US$401,485,000, representing approximately 95.59% of the aggregate principal amount of the July 2019 Notes, has been validly tendered for exchange and accepted by the Company pursuant to the Exchange Offer.


With respect to the Exchange Notes submitted for exchange, subject to the fulfilment or waiver of the other conditions precedent to the Exchange Offer, Eligible Holders of the Exchange Notes accepted and exchanged in the Exchange Offer will receive the applicable Exchange Consideration on the settlement date or as set forth in the Exchange Offer Memorandum (as amended and supplemented to the date hereof). The Company expects the settlement date to be on or about July 6, 2023. Subject to consummation of the Exchange Offer, (1) the July 2021 Additional Entitlement (as defined in the Exchange Offer Memorandum) will be payable in cash, on August 11, 2023, to the Eligible Holders who validly tender their July 2021 Notes which are accepted for exchange; (2) the November 2019 Additional Entitlement (as defined in the Exchange Offer Memorandum) will be payable in cash, on August 14, 2023, to the Eligible Holders who validly tender their November 2019 Notes which are accepted for exchange; and (3) the Deferred Interest Consideration (as defined in the Exchange Offer Memorandum) of interest payment of the July 2019 Notes will be payable in cash, on August 4, 2023, to the Eligible Holders who validly tender their July 2019 Notes which are accepted for exchange. The July 2021 Additional Entitlement, the November 2019 Additional Entitlement and the Deferred Interest Consideration are not transferable. Applicable payments will be made to the same Direct Participant account through which such Exchange Notes were validly tendered and accepted for exchange.


2. RESULTS OF THE CONSENT SOLICITATION


The Consent Solicitation expired at 4:00 p.m., London time, on July 4, 2023. The Company is pleased to announce that it has received the Requisite Consents necessary to effect the Proposed Amendment to each of the Consent Notes Indentures.


As the Requisite Consents have been received, the Company and the Subsidiary Guarantors and JV Subsidiary Guarantors intend to execute Consent Supplemental Indentures with respect to each of the Consent Notes Indentures with the Trustee as soon as practicable to give effect to the Proposed Amendment.


The Company currently expects the consent fee as set forth in the Consent Solicitation Statement (as amended and supplemented by a supplement to the date hereof) will be paid on or around July 6, 2023, subject to the consummation of the Consent Solicitation and satisfaction of the conditions for payment of the consent fee as set forth in the Consent Solicitation Statement.


3. RESULTS OF THE CONCURRENT CONSENT SOLICITATION


The Concurrent Consent Solicitation expired at 4:00 p.m., London time, on July 4, 2023. The Company is pleased to announce that it has received the Concurrent Requisite Consents necessary to effect the Concurrent Proposed Amendment to each of the Concurrent Consent Notes Indentures.


As the Concurrent Requisite Consents have been received, the Company, the Subsidiary Guarantors and JV Subsidiary Guarantors intend to execute Concurrent Consent Supplemental Indentures with respect to each of the Concurrent Consent Notes Indentures with the Trustee as soon as practicable to give effect to the Concurrent Proposed Amendment.


Upon execution of the Concurrent Consent Supplemental Indentures, the Final Maturity Date (as defined under the July 2022 A Notes Indenture) of the July 2022 A Notes will be modified from July 14, 2023 to July 12, 2024 and the Interest Payment Date (as defined under the July 2022 A Notes Indenture) of the July 2022 A Notes will be modified to also include January 14, 2024 and July 12, 2024, among other things; meanwhile, the Final Maturity Date (as defined under the July 2022 B Notes Indenture) will be modified from January 15, 2024 to January 15, 2026 and the Interest Payment Date (as defined under the July 2022 B Notes Indenture) will be modified to also include July 15, 2024, January 15, 2025, July 15, 2025 and January 15, 2026, among other things.


The Company currently expects the Concurrent Consent Fee will be paid on or around July 6, 2023, subject to the consummation of the Concurrent Consent Solicitation and satisfaction of the conditions for payment of the Concurrent Consent Fee."


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UPDATE TO THE EXCHANGE OFFER, THE CONSENT SOLICITATION AND THE CONCURRENT CONSENT SOLICITATION

03 JULY 2023


Full announcement, including disclaimers and offer restrictions, is available at SGX (Source: Powerlong Real Estate Holdings Limited)


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"The Company would like to express their sincere gratitude to holders who have so far participated in the Exchange Offer, the Consent Solicitation and the Concurrent Consent Solicitation. The Company is pleased to announce that as of the time of this announcement, a large amount of tender of the Exchange Notes from the Eligible Holders and consenting votes of the Consent Notes and Concurrent Consent Notes from the Holders of each series of the notes under the Consent Solicitation and Concurrent Consent Solicitation have been received.


The Company urges Eligible Holders of the Exchange Notes who have not yet tendered their Exchange Notes and the Holders of the Consent Notes and the Concurrent Consent Notes who have not yet provided their Consent or Concurrent Consent to do so as soon as possible before the expiration deadline of the Exchange Offer, the Consent Solicitation and the Concurrent Consent Solicitation, which is 4:00 p.m., London time (11:00 p.m., Hong Kong time), on July 4, 2023. If the Exchange Offer, the Consent Solicitation and the Concurrent Consent Solicitation are successfully consummated, the Company would be able to focus its resources back into improving its operations to regain market position in order to generate value for its stakeholders."


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Launch of Offer to Exchange, Consent Solicitation & Concurrent Consent Solicitation

21 JUNE 2023


Full announcement, including disclaimers and offer restrictions, is available at SGX



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"On June 21, 2023, the Company is conducting the Exchange Offer with respect to the Exchange Notes held by non-U.S. persons outside the United States. The Exchange Offer is being made upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum. The principal purpose of the Exchange Offer is to extend the Company’s debt maturity profile and improve its cash flow management.


The Company is also soliciting consents from the holders of the Consent Notes to certain proposed amendment to the Consent Notes Indentures pursuant to the Consent Solicitation as described in the Consent Solicitation Statement. The principal purpose of the Consent Solicitation and the Proposed Amendment is to amend the events of default provision in the Indentures to carve out any default or event of default in respect of each series of the Consent Notes which may be caused by certain default or event of default, judgment for money or order for relief, involuntary insolvency proceedings or appointment of receiver, with respect to or arising as a result of the July 2019 Notes and certain private senior notes, as set forth in the Consent Solicitation Statement.


The Company is also soliciting consents from the holders of the Concurrent Consent Notes to certain proposed waiver and amendment to the Concurrent Consent Notes Indentures pursuant to the Concurrent Consent Solicitation as described in the Concurrent Consent Solicitation Statement. The principal purpose of the Concurrent Consent Solicitation and the Proposed Waiver and Amendment is, in accordance with the terms and subject to the conditions set forth in the Concurrent Consent Solicitation Statement, (a) to extend the Final Maturity Date under each Concurrent Consent Notes Indenture, (b) to add provisions for deferred upfront payment and mandatory redemption in the Concurrent Consent Notes Indentures and (c) to amend the definition of Excluded Notes in the Concurrent Consent

Notes Indentures to carve out any default or event of default in respect of each Series of Concurrent Consent Notes as a result of (i) a default or event of default occurring under the July 2019 Notes and certain private notes, or any default resulting therefrom, (ii) any final judgement for the payment of money or order for relief rendered against us in relation

to the July 2019 Notes and certain private notes (or other indebtedness the default or event of default of which was caused by a default or event of default in relation to the July 2019 Notes and certain private notes), (iii) involuntary insolvency proceedings commenced against us with respect to or based on the July 2019 Notes and certain private notes, or (iv) any consent from us to appoint a receiver for all or substantially all of our properties or undertake similar actions to defend against any remedy holders of the July 2019 Notes and certain private notes may exercise. The Company also proposes to amend other related changes and make certain other updates as set forth in the forms of the supplemental indentures attached in the annexes of the Concurrent Consent Solicitation Statement."


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"BACKGROUND AND PURPOSE


During the second half of 2021, Chinese property developers and the capital markets that have funded growth and development of the sector have experienced an inflection point. Reduced bank lending for real estate development has adversely affected access by property developers to onshore capital. Buyers’ concerns about the ability of property developers to deliver projects has adversely affected property sales. In addition, the use of pre-sale proceeds is also restricted under the applicable PRC policies. Driven by these negative onshore events and austerity policies, offshore capital markets have reacted negatively, which limited our funding sources to address upcoming maturities.


The property sector in China has continued to experience volatility in 2022. Further tightened bank lending, coupled with certain negative credit events, has intensified market concerns over the operations of Chinese property developers. As a result, pre-sale of Chinese property developers has generally decreased. In light of the foregoing, our revenue and gross profit in 2022 have decreased as compared to the corresponding period in 2021. Our cash and bank balances as of December 31, 2022 also decreased as compared to December 31, 2021.


Although a series of supportive policies have been put forward by regulators during the second half of 2022, recovery of developers already in financial distress has been slow and limited so far. As the market demand remains weak, the exact timing of recovery is still uncertain.


Against the backdrop of the adverse market conditions, we anticipate that the market condition in the real estate sector will remain under pressure in 2023.


We are committed to mitigating the effects of the recent adverse market conditions and are striving to meet our financial commitments by prudently utilizing our existing financial resources. As part of these efforts, we have conducted certain liability management exercises with respect to our senior notes in July 2022 and we are conducting the Exchange Offer, the Consent Solicitation and the Concurrent Consent Solicitation. We believe the Exchange Offer, the Consent Solicitation and the Concurrent Consent Solicitation will extend our debt maturity profile and improve our cash flow management, which would be in the interest of all our stakeholders, including the holders of the Exchange Notes, the Consent Notes and the Concurrent Consent Notes."


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