Tus-Holdings
UPDATE 17: Tus-Holdings Presents Preliminary LME Plan to AHG for 2 USD Bonds, Offers Two 5Y Extension Options, Tender Offer Option
Mon 12/11/2023 22:34 PM
UPDATE 17: 10:34 p.m. ET 12/11/2023: Tus-Holdings recently presented a preliminary liability management plan to an ad hoc group, or AHG, holding its two USD bonds offering three different options, including two five-year maturity extension options and a tender offer option, according to three sources familiar with the matter and a document seen by Reorg.
The two USD bonds are the $380 million 7.95% guaranteed bond due 2024 and the $522.5 million 6.95% guaranteed bond due 2024, both issued by Tuspark Forward Ltd. and guaranteed by Tus-Holdings.
Assuming the transaction settlement date falls in February 2024, under the first option, the company is proposing to extend the maturities of the bonds by five years to February 2029 with full principal repayment and upfront payment of $50 for each $1,000 of the principal to be paid in February 2024, the document shows.
Under the second option, also assuming the settlement date falls in February 2024, the company is proposing a five-year maturity extension with upfront payment of $80 for each $1,000 of the principal to be paid in February 2024, but 40% of the principal amounts of both notes will be wiped out, according to the same document.
For the first two options, Tus will make amortization payments semi-annually starting from 2026, with the first two 4% principal payments to be made in 2026, two 5% principal payments to be made in 2027, 10% and 15% principal payments to be made in 2028, respectively, and the remaining 57% principal to be paid in February 2029.
Under the third option, the company is proposing to launch a tender offer at a price of $200 for each $1,000 principal of the notes, with the maximized acceptance amount depending on the company’s decision.
Coupon rates of the two bonds will be reduced to 4%. Tus will offer a 0.3% consent fee to holders who accept any of the options, the document shows.
For the proposed plan to pass, the company will need holders representing at least 66% of the principal amount from each tranche to vote with at least 75% approval, the document shows.
Sources noted that the company is still in talks with bondholders to reach an agreement and the current plan is subject to future changes.
Tuspark Forward Ltd. announced to the Hong Kong stock exchange on Nov. 9, that it has mandated China CITIC Bank International Ltd. as the dealer manager for a potential liability management exercise, as reported.
Tus-Holdings did not respond to requests for comment.
UPDATE 16: Tus-Holdings Mandates China CITIC Bank as Deal Manager for Potential Liability Management Exercise on 7.95%, 6.95% Guarantee Bonds Due 2024
UPDATE 16: 4:11 a.m. ET 11/9/2023: Tuspark Forward Ltd., the issuer of Tus-Holdings Co. Ltd.’s 7.95% and 6.95% guarantee bonds both due 2024, announced to the Hong Kong stock exchange today, Nov. 9, that on Oct. 31, the company has mandated China CITIC Bank International Ltd. as the dealer manager on a potential liability management exercise with regard to the guarantee bonds.
Trading of the bonds has been suspended from Aug. 15, 2022 and will remain suspended.
The due 2024 bonds are guaranteed by Tus-Holdings Co. Ltd. and subsidiary guarantors Tuspark Innovation Venture Ltd. and Tuspark Technology Innovation Ltd., according to the announcement.
UPDATE 15: Tuspark Forward Terminates Consent Solicitations for $380M 7.95%, $522M 6.95% Due 2024 Notes
UPDATE 15: 6:07 a.m. ET 9/13/2022: Tuspark Forward Ltd. announced to the Hong Kong stock exchange today, Sept. 13, that it is terminating the consent solicitations for its $380 million 7.95% notes and $522.5 million 6.95% notes, both due May 13, 2024, after “careful consideration”.
As reported, a group of bondholders holding more than 25% of the two due 2024 series said it would not be possible for the issuer to implement terms proposed in the consent solicitation due to the group’s blocking position.
In its termination announcement, Tuspark said the proposed consent solicitations represent the “maximum support that could be rendered by the company’s top three shareholders, especially the state-owned shareholders, to the greatest extent permitted by the relevant state-owned assets regulations, and are the hard-won results obtained by the company after its tireless consultations with the relevant shareholders.”
The company said it is “unable to make any further improvements to the commercial terms of the proposed consent solicitations” and that it has made “every effort to effectively communicate with bondholders, answering their queries and clarifying misunderstandings.”
Further, it said that any attempt to “hinder or delay the approval of the consent solicitations is against the interest of the vast majority of bondholders and will have a significant adverse impact on the willingness and level of support from its state-owned shareholders and the progress of the introduction of strategic investor(s) in the future, which will ultimately have an adverse impact on the interest of all bondholders[,]” the statement shows.
Following the termination, all consents submitted will be deemed to be revoked automatically. No consent fee will be payable to any eligible bondholder and no Ineligible bondholder payment will be payable. Bondholder meetings originally scheduled for Sept. 14 to approve the consent solicitations will be canceled.
UPDATE 14: Ad Hoc Group of Tuspark Forward Due 2024 Notes ‘Votes Down’ Consent Solicitation Proposal, Requests Meeting With Co. on Aug. 31, or Will Take Steps to Enforce Rights
UPDATE 14: 3:08 a.m. ET 8/29/2022: An ad hoc group, or AHG, of bondholders holding more than 25% of Tuspark Forward Ltd.’s $380 million 7.95% notes and $522.5 million 6.95% notes, both due May 13, 2024, said during a call with investors holding the notes this morning, Aug. 29, that they have “voted down” the company’s proposal to extend the notes’ maturities for 13 months.
The AHG said on the call, which was hosted by the group’s advisor Kobre & Kim, that it is not possible for the issuer to implement the plan it proposed in the consent solicitation due to the group’s blocking position, and it urged other bondholders to support the group and vote down the proposal.
The group also sent a letter, a copy of which has been seen by Reorg, to the company and its advisor last Friday, Aug. 26, stating that the consent terms were unacceptable and inviting the company to a video conference meeting on Aug. 31 with the group, “failing which the ad hoc group will take steps to enforce its rights.”
The group said it will seek better commercial terms and stronger credit enhancement with the company, and will take legal action if a consensus is not reached with Tus.
The company has not responded to the Aug. 26 letter, Kobre & Kim lawyers said during today’s call.
Under the notes’ current terms, the result of a 2021 consent solicitation, the issuer was supposed to pay 30% of the principal on Aug. 13. Tus did not make the payment and is seeking to postpone the first redemption date from Aug. 13, 2022 to June 13, 2023 and the notes’ maturity date from May 13, 2024 to June 13, 2025. As incentive, the issuer has proposed a 10% upfront payment.
The company’s shareholders Tianfu Qingyuan, Beijing Baijun Investment Co.and Hefei City Construction and Investment Holding (Group) Co. each intends to execute a keepwell letter to support the bonds.
The ad hoc group said the shareholders’ keepwells are “legally illusory” and, being not legally binding, provides no assurance at all. They further pointed out that, as stated in the consent solicitation memorandum, the issuer and parent guarantor may not be able to make payments due even after the consummation of the consent solicitation.
As reported, during a call with investors last week, Tus management said it will fund the 10% upfront payment, in part, by selling its stake in an investment project to its state-owned shareholder, Sichuan Energy Investment.
The AHG said the transaction with Sichuan Energy was not included in the consent solicitation memorandum and is not binding, and the issue hasn’t disclosed any details of the transaction. There was no indication in the consent solicitation document that any new money will be injected into the company, added Kobre & Kim lawyers.
In the proposed consent terms, the company also said it will use up to 40% of the proceeds from sales of its shares in 21Vianet Group Inc. and Shandong Hi-Speed New Energy Group Ltd. to repurchase the due 2024 USD notes, increasing the amount from 20% under the note’s current terms.
The AHG said this too is an illusory “sweetener,” because given that the company is in default after failing to make the due Aug. 13 payment, bondholders now already have complete rights to the share sale proceeds. The shares are estimated to be worth north of a significant percentage of the value of the offshore bonds and are highly liquid, and the proposed usage of repurchases at market prices of the bonds, as opposed to repayments at par, actually amounts to a principal haircut, the AHG’s lawyers said during the call.
UPDATE 13: EXCEL: China Non-Real Estate Companies Liability Management, Restructuring Exercise Comparison
UPDATE 13: 12:56 a.m. ET 8/25/2022: Reorg's comparison of the key terms of recent liability management and restructuring exercises launched by Chinese non-real estate companies is now updated with the recent liability management exercises by Tus-Holdings Co., Ltd.
UPDATE 11: Tuspark Launches Consent Solicitation For 2 Offshore Notes Due 2024, Proposes to Extend Mandatory Redemption, Maturity by 10-13 Months, Offers 3% Principal Upfront Payment, 7% Principal Payment After 1 Month; Shareholders to Provide Keepwell
UPDATE 11: 7:19 a.m. ET 8/24/2022: Tuspark Forward Ltd. announced to the Hong Kong stock exchange today, Aug. 24, that it is launching a consent solicitation on its outstanding $380 million 7.95% guaranteed bonds due 2024 and outstanding $522.5 million 6.95% guaranteed bonds due 2024, to sanction and approve proposed amendments and waivers to extend the group’s debt maturity profile, which will ease the group’s liquidity pressure and help the group return to financial stability.
The notes are unconditionally and irrevocably guaranteed by Tus-Holdings Co. Ltd., according to the announcement.
The company proposed to extend the first mandatory redemption date and second mandatory redemption date for each series by 10 months and the new maturity date by 13 months, and amend the installment amount as well as the interest payment dates.
Under the proposed amendments, Tus plans to extend the first mandatory redemption date from Aug. 13, 2022 to June 13, 2023 and to repay at least 30% of principal by the new date, extend the second mandatory redemption date from Aug. 13, 2023 to June 13, 2024, and repay another 30% principal and adjust the new maturity date for each series from May 13, 2024 to June 13, 2025.
The company also proposes to pay upfront principal payment of 3% of the bonds commercial effective date principal amount, which refers to $400 million principal for the 7.95% bonds and $550 million for the 6.95% bonds, as well as 7% of the bonds commercial effective date principal one month after the payment date.
It also proposed to add carve-outs to certain events of default in connection with three financing agreements and extend the deadlines for delivering financial statements.
The company’s shareholder Tianfu Qingyuan, Beijing Baijun Investment Co.and Hefei City Construction and Investment Holding (Group) Co. each intends to execute a keepwell letter for the 7.95% bonds and the 6.95% bonds to confirm support for the bonds.
Holders may receive 0.5% early consent fee on the payment date if they submit their consents by the early consent fee deadline at 4:00 p.m. London Time on Aug. 31 or 0.2% base consent fee on the payment date if they submit their consents by the voting deadline at 4:00 p.m. London Time on Sept. 7.
The company will host the extraordinary resolution meetings on Sept. 14 while the payment date for the consent fees and upfront principal payment and accrued interest is expected to be on or around Sept. 22.
The effective date for the proposed amendments and waivers for each series is scheduled to be on or around Sept. 22.
Haitong International is the solicitation agent and Morrow Sodali is the information and tabulation agent, according to the announcement.
UPDATE 11: Holders of Tuspark Forward Notes Due 2024 Organize, Engage Alvarez & Marsal as Financial Advisor, In Discussion to Retain Legal Advisor
UPDATE 11: 7:25 a.m. ET 8/24/2022: A group of holders of Tuspark Forward Ltd.’s $380 million 7.95% notes due May 13, 2024 and $522.5 million 6.95% notes due May 13, 2024, guaranteed by parent company Tus-Holdings Co., have engaged Alvarez & Marsal as financial advisor as they organize to push back against the company’s proposal to extend the notes’ maturities for 13 months, according to three sources familiar with the matter.
The group is in talks with Kobre & Kim as a potential legal advisor, said the sources. In addition, Addleshaw Goddard is representing a different group of holders, according to one source.
Tuspark did not make the 30% principal payments on the notes that were due Aug. 15. The company launched Tuesday, Aug. 23, a consent solicitation to extend maturities of the notes to June 13, 2025. It has engaged Haitong International as solicitation agent and Linklaters as legal advisor, as reported. Sidley Austin is serving as counsel to Haitong and Mayer Brown is advising trustee China Construction Bank (Asia) Corp. Ltd.
Alvarez & Marsal, Kobre & Kim and Addleshaw Goddard did not respond to requests for comments.
UPDATE 10: Tuspark Forward Says Default Likely on Two Offshore Notes Due 2024 as Guarantor Tus-Holdings Unlikely to Make Principal, Interest Payments by End of Grace Periods; Co. Appoints Haitong International as Financial Advisor, Linklaters as Legal Advisor, Sidley Austin as Legal Advisor for Haitong
UPDATE 10: 10:57 p.m. ET 8/14/2022: Tuspark Forward Ltd announced to the Hong Kong stock exchange on Friday, Aug. 12, that its guarantor Tus-Holdings Co. Ltd. will not be able to make certain principal and interest payments due today, Aug. 15, on its $380 million 7.95% notes due May 13, 2024 and $522.5 million 6.95% notes due May 13, 2024. The payments became due today since the original due date fell on Saturday, Aug. 13.
Tus-Holdings and its guarantor subsidiaries also do not expect to be able to cure the payments within a 15-day principal payment grace period and a seven-PRC-business-day interest payment grace period as stipulated under the terms and conditions of the two notes, which means an event of default will likely occur, the announcement shows.
Tuspark Forward and Tus-Holdings have appointed Haitong International Securities Co. Ltd. as their financial advisor and Linklaters as their legal advisor. Sidley Austin is acting as a legal advisor for Haitong International, the announcement states.
UPDATE 9: Tus-Holdings Wires Sufficient Funding to Repay Interest Payments Due Feb. 13 Under Two Offshore Notes Due 2024
UPDATE 9: 4:26 a.m. ET 2/15/2022: TusPark Forward wired sufficient funding to repay two interest payments due Feb. 13 under its $380 million 7.95% notes due May 13, 2024 and $522.5 million 6.95% notes due May 13, 2024, according to a source familiar with the matter and a source with direct knowledge.
The notes were issued by TusPark Forward, while unconditionally and irrevocably guaranteed by Tus-Holdings.
The company earlier launched consent solicitations for its defaulted $400 million 7.95% bonds due 2021 and $550 million 6.95% bonds due 2022, extending the two notes to May 13, 2024.
Bondholders later approved the extraordinary resolutions, in respect of the consent solicitations, for both series of the bonds.
UPDATE 8: TusPark Forward Arranges Interest, Upfront Principal Payments Under $400M 7.95%, $550M 6.95% Notes
UPDATE 8: 12:01 a.m. ET 9/1/2021: TusPark Forward announced to the Hong Kong stock exchange on Aug. 31, that in accordance with the terms of its consent solicitations, the company has arranged payments for accrued interest and upfront principal payments in connection with its $400 million 7.95% notes due 2024 and $550 million 6.95% notes due 2024.
UPDATE 7: Bondholders of Tus-Holdings’s $400M 7.95% Due 2021s, $500M 6.95% Due 2022s Pass Extraordinary Resolutions
UPDATE 7: 4:19 a.m. ET 8/16/2021: Tuspark Forward announced to the Hong Kong stock exchange on Aug. 15 that all bondholders of its $400 million 7.95% bonds originally due 2021 and extended to 2024 and 99.95% holders of its $550 million 6.95% bonds originally due 2022 and extended to 2024 has duly passed both of the relevant extraordinary resolutions for each series of bonds.
The consent conditions for both series have been satisfied and the proposed waivers and amendments became effective on Aug. 15. As a result, any default, event of default or potential default under or breach of the conditions or any terms and conditions of the bond documents have been waived by the bondholders and the issuer is not in default under the terms and conditions of the bonds.
The issuer will make 50% of the early consent fee and 50% of the early ineligible bondholder payment no later than Aug. 20, the remaining 50% no later than Oct. 13 and the base consent fee and base ineligible bondholder payment no later than Aug. 20.
The issuer has applied to resume trading of the bonds effective from 9:00 am Hong Kong Time today, Aug. 16.
UPDATE 6: Maturity Date of Tus Holdings’ Due 2021, Due 2022 Offshore Notes to Be Extended to May 13, 2024
UPDATE 6: 6:11 a.m. ET 8/6/2021: Tuspark Forward Ltd. announced to the Hong Kong stock exchange today, Aug. 6, that maturity dates of its $400 million 7.95% guarantee bonds due 2021 and $550 million 6.95% guaranteed bonds due 2022 were extended to May 13, 2024, based on the voting results as at the early consent fee deadline of Aug. 4.
UPDATE 5: Holders Representing More Than 80% Principal of Tuspark Forward Bonds Deliver Consent Instructions in Favor of Both Extraordinary Resolutions As of Early Consent Fee Deadline of Aug. 4
UPDATE 5: 8:46 p.m. ET 8/5/2021: Tuspark Forward Ltd. announced to the Hong Kong stock exchange yesterday, Aug. 5, that as of the early consent fee deadline of Aug. 4 at 4 p.m. London time, bondholders representing more than 80% of the aggregate principal amount of the bonds had validly delivered their consent instructions in favour of both of the relevant extraordinary resolutions for each series of bonds.
UPDATE 4: Tus-Holdings Engages Alvarez & Marsal As Financial Advisor to Undertake Due Diligence on Asset Disposal Valuations
UPDATE 4: 8:39 p.m. ET 8/3/2021: Tuspark Forward Ltd. announced to the Hong Kong stock exchange today, Aug. 4, that holders who are supportive of the proposed waivers and amendments have agreed to engage Alvarez & Marsal as the financial advisor to undertake due diligence on the valuation of certain principal assets under Tus-Holdings’ proposed asset disposal plan.
The due diligence will commence on the effective date and cover assets of an estimated value of at least RMB 10 billion ($1.546 billion). The company is finalizing the engagement terms with Alvarez & Marsal.
UPDATE 3: Shareholders of Tus-Holdings Pass Resolutions Approving Repayment Plan
UPDATE 3: 6:08 a.m. ET 8/2/2021: Tuspark Forward Ltd. announced today, Aug. 2 to the Hong Kong stock exchange that the shareholders of the parent guarantor Tus-Holdings Co. Ltd. have passed shareholders resolutions approving the repayment plan set forth in the proposed waivers and amendments, thus allowing Tus-Holdings to implement an orderly disposal of assets to repay the holders of the bonds due 2021 and 2022 in full and the inclusion of credit enhancement measures to protect the interests of the holders.
According to the announcement, a significant portion of bond holders have informed the issuer and the parent guarantor that they are willing to consent to the proposed waivers and amendments. In light of the tight timetable for the consent solicitation, Tuspark Forward and Tus-Holdings have agreed to provide information to facilitate the due diligence process by the holders after the proposed waivers and amendments become effective on the effective date.
The due diligence process will commence on the effective date with a summary valuation report on the principal assets of the asset to holders of the bonds by the second payment date. Bond holders who consent to the proposed waivers and amendments and would like to vote in favour of them should do so on or before Aug. 4 to be eligible for the early consent fee, Tus said in the announcement.
UPDATE 2: Tuspark Forward Releases Supplemental Consent Solicitation Memorandum, Undertakes to Incur No Additional Debt; Bondholder Meetings to Be Held on Sunday, Aug. 15
UPDATE 2: 8:57 p.m. ET 7/25/2021: Tuspark Forward Ltd. released to the Hong Kong stock exchange yesterday, July 25, a supplemental consent solicitation memorandum dated July 24.
The issuer and the parent guarantor, Tus-Holdings Co. Ltd., have agreed to add to the proposed amendment to the second extraordinary resolution that after the effective date, it will not incur any further indebtedness for so long as the bonds remain outstanding.
The bondholder meetings for both series of bonds have been amended to be held on Sunday, Aug. 15, which were originally scheduled for Friday, Aug. 13, according to the announcement.
Other terms of the proposed consent solicitation remain unchanged.
UPDATE 1: Tus-Holdings’ Proposed Consent Solicitations for Due 2021, 2022 Bonds Include 33-Month Maturity Extension, 5% Principal Upfront Payment, Further Principal Redemption Schedule; Mechanism to Capture Proceeds From Any 21Vianet, Beijing Enterprises Share Disposals; New Security, Guarantee Package
UPDATE 1: 10:06 p.m. ET 7/22/2021: The consent solicitations launched by Tuspark Forward Ltd. - the issuer of the defaulted $400 million 7.95% bonds due 2021 and $550 million 6.95% bonds due 2022, both guaranteed by Tus-Holdings Co. Ltd. - proposes, among other things, a 33-month maturity extension for the bonds to around May 13, 2024, if the solicitations are approved.
In addition to the proposed maturity extension, the other key terms of the consent solicitations, according to the announcement, include the following amendments/waivers:
In addition, the announcement details that Bank of Communications Trustee Limited has voluntarily retired as the bond trustee and will be replaced by China Construction Bank (Asia) Corporation Limited -- if approved under the consent solicitations.
As reported, a 2% early consent fee applies with 50% of which is to be paid on or before Aug. 20, and the remaining 50% to be paid on or before Oct. 13, subject to delivery of a consent instruction in favor of both extraordinary resolutions on or before Aug. 4, at 4 p.m. London time.
In addition, a base consent fee of 0.5% is to be paid on or before Aug. 20, subject to delivery of a consent instruction in favor of both extraordinary resolutions after Aug. 4 at 4 p.m. London time but on or before Aug. 11 at 4 p.m. London time.
Bondholders will be invited to consider and, if thought fit, pass the relevant extraordinary resolutions, to approve the consent solicitations.
The meeting in respect of the due 2021 bonds will commence on Aug. 13 at 2.30 a.m. London time / 9.30 a.m. Hong Kong time. The meeting in respect of the due 2022 bonds will commence on Aug. 13 at 3.00 a.m. London time / 10.00 a.m. Hong Kong time.
As previously reported, according to Reorg’s review of the preliminary offering circular (OC) for the $550 million 6.95% bonds due June 18, 2022, an amendment to a “money term” under the bonds - including pushing out the maturity - requires either the passing of an extraordinary resolution at a bondholder meeting or a written resolution signed by or on behalf of the holders of 90% or more in aggregate principal amount of the bonds.
To call a meeting of bondholders to amend a money term under the bonds requires a quorum of two or more persons holding or representing not less than 66%, or at any adjourned meeting not less than 33%, in principal amount of the bonds for the time being outstanding.
The approval threshold to approve an extraordinary resolution is not contained in the OC, but is defined in the trust deed, which Reorg has not reviewed.
Should an extraordinary resolution be approved or a written resolution with 90% support passed, this would be binding on all bondholders, irrespective of whether they voted in favour of the amendment.
Original Story 6:16 p.m. UTC on July 22, 2021
Tus-Holdings Launches Consent Solicitation for Proposed Waivers, Amendments to $400M 7.95% Guaranteed Bonds Due 2021, $550M 6.95% Guaranteed Bonds Due 2022
Relevant Document:
Company announcement
Tuspark Forward Ltd. announced to the Hong Kong stock exchange yesterday, July 22, that it has launched a consent solicitation for proposed waivers and amendments to its $400 million 7.95% guarantee bonds due 2021 and $550 million 6.95% guaranteed bonds due 2022, which are guaranteed by Tus-Holdings.
Terms include a 2% early consent fee, 50% of which is to be paid on or before Aug. 20, and the remaining 50% to be paid on or before Oct. 13, subject to delivery of a consent instruction in favor of both extraordinary resolutions on or before Aug. 4, at 4 p.m. London time. Base consent fee of 0.5% is to be paid on or before Aug. 20, subject to delivery of a consent instruction in favor of both extraordinary resolutions after Aug. 4 at 4 p.m. London time but on or before Aug. 11 at 4 p.m. London time.
Solicitation agent is Haitong International Information, and the tabulation agent is Morrow Sodali Limited.
The issuer has proposed waivers and amendments for approval by relevant Extraordinary Resolutions of the holders of each series of the bonds at separate meetings to be held at the office of Linklaters, 11th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong, the announcement shows.
More to follow…
Below is Tus-Holdings’ capital structure:
The two USD bonds are the $380 million 7.95% guaranteed bond due 2024 and the $522.5 million 6.95% guaranteed bond due 2024, both issued by Tuspark Forward Ltd. and guaranteed by Tus-Holdings.
Assuming the transaction settlement date falls in February 2024, under the first option, the company is proposing to extend the maturities of the bonds by five years to February 2029 with full principal repayment and upfront payment of $50 for each $1,000 of the principal to be paid in February 2024, the document shows.
Under the second option, also assuming the settlement date falls in February 2024, the company is proposing a five-year maturity extension with upfront payment of $80 for each $1,000 of the principal to be paid in February 2024, but 40% of the principal amounts of both notes will be wiped out, according to the same document.
For the first two options, Tus will make amortization payments semi-annually starting from 2026, with the first two 4% principal payments to be made in 2026, two 5% principal payments to be made in 2027, 10% and 15% principal payments to be made in 2028, respectively, and the remaining 57% principal to be paid in February 2029.
Under the third option, the company is proposing to launch a tender offer at a price of $200 for each $1,000 principal of the notes, with the maximized acceptance amount depending on the company’s decision.
Coupon rates of the two bonds will be reduced to 4%. Tus will offer a 0.3% consent fee to holders who accept any of the options, the document shows.
For the proposed plan to pass, the company will need holders representing at least 66% of the principal amount from each tranche to vote with at least 75% approval, the document shows.
Sources noted that the company is still in talks with bondholders to reach an agreement and the current plan is subject to future changes.
Tuspark Forward Ltd. announced to the Hong Kong stock exchange on Nov. 9, that it has mandated China CITIC Bank International Ltd. as the dealer manager for a potential liability management exercise, as reported.
Tus-Holdings did not respond to requests for comment.
UPDATE 16: Tus-Holdings Mandates China CITIC Bank as Deal Manager for Potential Liability Management Exercise on 7.95%, 6.95% Guarantee Bonds Due 2024
UPDATE 16: 4:11 a.m. ET 11/9/2023: Tuspark Forward Ltd., the issuer of Tus-Holdings Co. Ltd.’s 7.95% and 6.95% guarantee bonds both due 2024, announced to the Hong Kong stock exchange today, Nov. 9, that on Oct. 31, the company has mandated China CITIC Bank International Ltd. as the dealer manager on a potential liability management exercise with regard to the guarantee bonds.
Trading of the bonds has been suspended from Aug. 15, 2022 and will remain suspended.
The due 2024 bonds are guaranteed by Tus-Holdings Co. Ltd. and subsidiary guarantors Tuspark Innovation Venture Ltd. and Tuspark Technology Innovation Ltd., according to the announcement.
UPDATE 15: Tuspark Forward Terminates Consent Solicitations for $380M 7.95%, $522M 6.95% Due 2024 Notes
UPDATE 15: 6:07 a.m. ET 9/13/2022: Tuspark Forward Ltd. announced to the Hong Kong stock exchange today, Sept. 13, that it is terminating the consent solicitations for its $380 million 7.95% notes and $522.5 million 6.95% notes, both due May 13, 2024, after “careful consideration”.
As reported, a group of bondholders holding more than 25% of the two due 2024 series said it would not be possible for the issuer to implement terms proposed in the consent solicitation due to the group’s blocking position.
In its termination announcement, Tuspark said the proposed consent solicitations represent the “maximum support that could be rendered by the company’s top three shareholders, especially the state-owned shareholders, to the greatest extent permitted by the relevant state-owned assets regulations, and are the hard-won results obtained by the company after its tireless consultations with the relevant shareholders.”
The company said it is “unable to make any further improvements to the commercial terms of the proposed consent solicitations” and that it has made “every effort to effectively communicate with bondholders, answering their queries and clarifying misunderstandings.”
Further, it said that any attempt to “hinder or delay the approval of the consent solicitations is against the interest of the vast majority of bondholders and will have a significant adverse impact on the willingness and level of support from its state-owned shareholders and the progress of the introduction of strategic investor(s) in the future, which will ultimately have an adverse impact on the interest of all bondholders[,]” the statement shows.
Following the termination, all consents submitted will be deemed to be revoked automatically. No consent fee will be payable to any eligible bondholder and no Ineligible bondholder payment will be payable. Bondholder meetings originally scheduled for Sept. 14 to approve the consent solicitations will be canceled.
UPDATE 14: Ad Hoc Group of Tuspark Forward Due 2024 Notes ‘Votes Down’ Consent Solicitation Proposal, Requests Meeting With Co. on Aug. 31, or Will Take Steps to Enforce Rights
UPDATE 14: 3:08 a.m. ET 8/29/2022: An ad hoc group, or AHG, of bondholders holding more than 25% of Tuspark Forward Ltd.’s $380 million 7.95% notes and $522.5 million 6.95% notes, both due May 13, 2024, said during a call with investors holding the notes this morning, Aug. 29, that they have “voted down” the company’s proposal to extend the notes’ maturities for 13 months.
The AHG said on the call, which was hosted by the group’s advisor Kobre & Kim, that it is not possible for the issuer to implement the plan it proposed in the consent solicitation due to the group’s blocking position, and it urged other bondholders to support the group and vote down the proposal.
The group also sent a letter, a copy of which has been seen by Reorg, to the company and its advisor last Friday, Aug. 26, stating that the consent terms were unacceptable and inviting the company to a video conference meeting on Aug. 31 with the group, “failing which the ad hoc group will take steps to enforce its rights.”
The group said it will seek better commercial terms and stronger credit enhancement with the company, and will take legal action if a consensus is not reached with Tus.
The company has not responded to the Aug. 26 letter, Kobre & Kim lawyers said during today’s call.
Under the notes’ current terms, the result of a 2021 consent solicitation, the issuer was supposed to pay 30% of the principal on Aug. 13. Tus did not make the payment and is seeking to postpone the first redemption date from Aug. 13, 2022 to June 13, 2023 and the notes’ maturity date from May 13, 2024 to June 13, 2025. As incentive, the issuer has proposed a 10% upfront payment.
The company’s shareholders Tianfu Qingyuan, Beijing Baijun Investment Co.and Hefei City Construction and Investment Holding (Group) Co. each intends to execute a keepwell letter to support the bonds.
The ad hoc group said the shareholders’ keepwells are “legally illusory” and, being not legally binding, provides no assurance at all. They further pointed out that, as stated in the consent solicitation memorandum, the issuer and parent guarantor may not be able to make payments due even after the consummation of the consent solicitation.
As reported, during a call with investors last week, Tus management said it will fund the 10% upfront payment, in part, by selling its stake in an investment project to its state-owned shareholder, Sichuan Energy Investment.
The AHG said the transaction with Sichuan Energy was not included in the consent solicitation memorandum and is not binding, and the issue hasn’t disclosed any details of the transaction. There was no indication in the consent solicitation document that any new money will be injected into the company, added Kobre & Kim lawyers.
In the proposed consent terms, the company also said it will use up to 40% of the proceeds from sales of its shares in 21Vianet Group Inc. and Shandong Hi-Speed New Energy Group Ltd. to repurchase the due 2024 USD notes, increasing the amount from 20% under the note’s current terms.
The AHG said this too is an illusory “sweetener,” because given that the company is in default after failing to make the due Aug. 13 payment, bondholders now already have complete rights to the share sale proceeds. The shares are estimated to be worth north of a significant percentage of the value of the offshore bonds and are highly liquid, and the proposed usage of repurchases at market prices of the bonds, as opposed to repayments at par, actually amounts to a principal haircut, the AHG’s lawyers said during the call.
UPDATE 13: EXCEL: China Non-Real Estate Companies Liability Management, Restructuring Exercise Comparison
UPDATE 13: 12:56 a.m. ET 8/25/2022: Reorg's comparison of the key terms of recent liability management and restructuring exercises launched by Chinese non-real estate companies is now updated with the recent liability management exercises by Tus-Holdings Co., Ltd.
UPDATE 11: Tuspark Launches Consent Solicitation For 2 Offshore Notes Due 2024, Proposes to Extend Mandatory Redemption, Maturity by 10-13 Months, Offers 3% Principal Upfront Payment, 7% Principal Payment After 1 Month; Shareholders to Provide Keepwell
UPDATE 11: 7:19 a.m. ET 8/24/2022: Tuspark Forward Ltd. announced to the Hong Kong stock exchange today, Aug. 24, that it is launching a consent solicitation on its outstanding $380 million 7.95% guaranteed bonds due 2024 and outstanding $522.5 million 6.95% guaranteed bonds due 2024, to sanction and approve proposed amendments and waivers to extend the group’s debt maturity profile, which will ease the group’s liquidity pressure and help the group return to financial stability.
The notes are unconditionally and irrevocably guaranteed by Tus-Holdings Co. Ltd., according to the announcement.
The company proposed to extend the first mandatory redemption date and second mandatory redemption date for each series by 10 months and the new maturity date by 13 months, and amend the installment amount as well as the interest payment dates.
Under the proposed amendments, Tus plans to extend the first mandatory redemption date from Aug. 13, 2022 to June 13, 2023 and to repay at least 30% of principal by the new date, extend the second mandatory redemption date from Aug. 13, 2023 to June 13, 2024, and repay another 30% principal and adjust the new maturity date for each series from May 13, 2024 to June 13, 2025.
The company also proposes to pay upfront principal payment of 3% of the bonds commercial effective date principal amount, which refers to $400 million principal for the 7.95% bonds and $550 million for the 6.95% bonds, as well as 7% of the bonds commercial effective date principal one month after the payment date.
It also proposed to add carve-outs to certain events of default in connection with three financing agreements and extend the deadlines for delivering financial statements.
The company’s shareholder Tianfu Qingyuan, Beijing Baijun Investment Co.and Hefei City Construction and Investment Holding (Group) Co. each intends to execute a keepwell letter for the 7.95% bonds and the 6.95% bonds to confirm support for the bonds.
Holders may receive 0.5% early consent fee on the payment date if they submit their consents by the early consent fee deadline at 4:00 p.m. London Time on Aug. 31 or 0.2% base consent fee on the payment date if they submit their consents by the voting deadline at 4:00 p.m. London Time on Sept. 7.
The company will host the extraordinary resolution meetings on Sept. 14 while the payment date for the consent fees and upfront principal payment and accrued interest is expected to be on or around Sept. 22.
The effective date for the proposed amendments and waivers for each series is scheduled to be on or around Sept. 22.
Haitong International is the solicitation agent and Morrow Sodali is the information and tabulation agent, according to the announcement.
UPDATE 11: Holders of Tuspark Forward Notes Due 2024 Organize, Engage Alvarez & Marsal as Financial Advisor, In Discussion to Retain Legal Advisor
UPDATE 11: 7:25 a.m. ET 8/24/2022: A group of holders of Tuspark Forward Ltd.’s $380 million 7.95% notes due May 13, 2024 and $522.5 million 6.95% notes due May 13, 2024, guaranteed by parent company Tus-Holdings Co., have engaged Alvarez & Marsal as financial advisor as they organize to push back against the company’s proposal to extend the notes’ maturities for 13 months, according to three sources familiar with the matter.
The group is in talks with Kobre & Kim as a potential legal advisor, said the sources. In addition, Addleshaw Goddard is representing a different group of holders, according to one source.
Tuspark did not make the 30% principal payments on the notes that were due Aug. 15. The company launched Tuesday, Aug. 23, a consent solicitation to extend maturities of the notes to June 13, 2025. It has engaged Haitong International as solicitation agent and Linklaters as legal advisor, as reported. Sidley Austin is serving as counsel to Haitong and Mayer Brown is advising trustee China Construction Bank (Asia) Corp. Ltd.
Alvarez & Marsal, Kobre & Kim and Addleshaw Goddard did not respond to requests for comments.
UPDATE 10: Tuspark Forward Says Default Likely on Two Offshore Notes Due 2024 as Guarantor Tus-Holdings Unlikely to Make Principal, Interest Payments by End of Grace Periods; Co. Appoints Haitong International as Financial Advisor, Linklaters as Legal Advisor, Sidley Austin as Legal Advisor for Haitong
UPDATE 10: 10:57 p.m. ET 8/14/2022: Tuspark Forward Ltd announced to the Hong Kong stock exchange on Friday, Aug. 12, that its guarantor Tus-Holdings Co. Ltd. will not be able to make certain principal and interest payments due today, Aug. 15, on its $380 million 7.95% notes due May 13, 2024 and $522.5 million 6.95% notes due May 13, 2024. The payments became due today since the original due date fell on Saturday, Aug. 13.
Tus-Holdings and its guarantor subsidiaries also do not expect to be able to cure the payments within a 15-day principal payment grace period and a seven-PRC-business-day interest payment grace period as stipulated under the terms and conditions of the two notes, which means an event of default will likely occur, the announcement shows.
Tuspark Forward and Tus-Holdings have appointed Haitong International Securities Co. Ltd. as their financial advisor and Linklaters as their legal advisor. Sidley Austin is acting as a legal advisor for Haitong International, the announcement states.
UPDATE 9: Tus-Holdings Wires Sufficient Funding to Repay Interest Payments Due Feb. 13 Under Two Offshore Notes Due 2024
UPDATE 9: 4:26 a.m. ET 2/15/2022: TusPark Forward wired sufficient funding to repay two interest payments due Feb. 13 under its $380 million 7.95% notes due May 13, 2024 and $522.5 million 6.95% notes due May 13, 2024, according to a source familiar with the matter and a source with direct knowledge.
The notes were issued by TusPark Forward, while unconditionally and irrevocably guaranteed by Tus-Holdings.
The company earlier launched consent solicitations for its defaulted $400 million 7.95% bonds due 2021 and $550 million 6.95% bonds due 2022, extending the two notes to May 13, 2024.
Bondholders later approved the extraordinary resolutions, in respect of the consent solicitations, for both series of the bonds.
UPDATE 8: TusPark Forward Arranges Interest, Upfront Principal Payments Under $400M 7.95%, $550M 6.95% Notes
UPDATE 8: 12:01 a.m. ET 9/1/2021: TusPark Forward announced to the Hong Kong stock exchange on Aug. 31, that in accordance with the terms of its consent solicitations, the company has arranged payments for accrued interest and upfront principal payments in connection with its $400 million 7.95% notes due 2024 and $550 million 6.95% notes due 2024.
UPDATE 7: Bondholders of Tus-Holdings’s $400M 7.95% Due 2021s, $500M 6.95% Due 2022s Pass Extraordinary Resolutions
UPDATE 7: 4:19 a.m. ET 8/16/2021: Tuspark Forward announced to the Hong Kong stock exchange on Aug. 15 that all bondholders of its $400 million 7.95% bonds originally due 2021 and extended to 2024 and 99.95% holders of its $550 million 6.95% bonds originally due 2022 and extended to 2024 has duly passed both of the relevant extraordinary resolutions for each series of bonds.
The consent conditions for both series have been satisfied and the proposed waivers and amendments became effective on Aug. 15. As a result, any default, event of default or potential default under or breach of the conditions or any terms and conditions of the bond documents have been waived by the bondholders and the issuer is not in default under the terms and conditions of the bonds.
The issuer will make 50% of the early consent fee and 50% of the early ineligible bondholder payment no later than Aug. 20, the remaining 50% no later than Oct. 13 and the base consent fee and base ineligible bondholder payment no later than Aug. 20.
The issuer has applied to resume trading of the bonds effective from 9:00 am Hong Kong Time today, Aug. 16.
UPDATE 6: Maturity Date of Tus Holdings’ Due 2021, Due 2022 Offshore Notes to Be Extended to May 13, 2024
UPDATE 6: 6:11 a.m. ET 8/6/2021: Tuspark Forward Ltd. announced to the Hong Kong stock exchange today, Aug. 6, that maturity dates of its $400 million 7.95% guarantee bonds due 2021 and $550 million 6.95% guaranteed bonds due 2022 were extended to May 13, 2024, based on the voting results as at the early consent fee deadline of Aug. 4.
UPDATE 5: Holders Representing More Than 80% Principal of Tuspark Forward Bonds Deliver Consent Instructions in Favor of Both Extraordinary Resolutions As of Early Consent Fee Deadline of Aug. 4
UPDATE 5: 8:46 p.m. ET 8/5/2021: Tuspark Forward Ltd. announced to the Hong Kong stock exchange yesterday, Aug. 5, that as of the early consent fee deadline of Aug. 4 at 4 p.m. London time, bondholders representing more than 80% of the aggregate principal amount of the bonds had validly delivered their consent instructions in favour of both of the relevant extraordinary resolutions for each series of bonds.
UPDATE 4: Tus-Holdings Engages Alvarez & Marsal As Financial Advisor to Undertake Due Diligence on Asset Disposal Valuations
UPDATE 4: 8:39 p.m. ET 8/3/2021: Tuspark Forward Ltd. announced to the Hong Kong stock exchange today, Aug. 4, that holders who are supportive of the proposed waivers and amendments have agreed to engage Alvarez & Marsal as the financial advisor to undertake due diligence on the valuation of certain principal assets under Tus-Holdings’ proposed asset disposal plan.
The due diligence will commence on the effective date and cover assets of an estimated value of at least RMB 10 billion ($1.546 billion). The company is finalizing the engagement terms with Alvarez & Marsal.
UPDATE 3: Shareholders of Tus-Holdings Pass Resolutions Approving Repayment Plan
UPDATE 3: 6:08 a.m. ET 8/2/2021: Tuspark Forward Ltd. announced today, Aug. 2 to the Hong Kong stock exchange that the shareholders of the parent guarantor Tus-Holdings Co. Ltd. have passed shareholders resolutions approving the repayment plan set forth in the proposed waivers and amendments, thus allowing Tus-Holdings to implement an orderly disposal of assets to repay the holders of the bonds due 2021 and 2022 in full and the inclusion of credit enhancement measures to protect the interests of the holders.
According to the announcement, a significant portion of bond holders have informed the issuer and the parent guarantor that they are willing to consent to the proposed waivers and amendments. In light of the tight timetable for the consent solicitation, Tuspark Forward and Tus-Holdings have agreed to provide information to facilitate the due diligence process by the holders after the proposed waivers and amendments become effective on the effective date.
The due diligence process will commence on the effective date with a summary valuation report on the principal assets of the asset to holders of the bonds by the second payment date. Bond holders who consent to the proposed waivers and amendments and would like to vote in favour of them should do so on or before Aug. 4 to be eligible for the early consent fee, Tus said in the announcement.
UPDATE 2: Tuspark Forward Releases Supplemental Consent Solicitation Memorandum, Undertakes to Incur No Additional Debt; Bondholder Meetings to Be Held on Sunday, Aug. 15
UPDATE 2: 8:57 p.m. ET 7/25/2021: Tuspark Forward Ltd. released to the Hong Kong stock exchange yesterday, July 25, a supplemental consent solicitation memorandum dated July 24.
The issuer and the parent guarantor, Tus-Holdings Co. Ltd., have agreed to add to the proposed amendment to the second extraordinary resolution that after the effective date, it will not incur any further indebtedness for so long as the bonds remain outstanding.
The bondholder meetings for both series of bonds have been amended to be held on Sunday, Aug. 15, which were originally scheduled for Friday, Aug. 13, according to the announcement.
Other terms of the proposed consent solicitation remain unchanged.
UPDATE 1: Tus-Holdings’ Proposed Consent Solicitations for Due 2021, 2022 Bonds Include 33-Month Maturity Extension, 5% Principal Upfront Payment, Further Principal Redemption Schedule; Mechanism to Capture Proceeds From Any 21Vianet, Beijing Enterprises Share Disposals; New Security, Guarantee Package
UPDATE 1: 10:06 p.m. ET 7/22/2021: The consent solicitations launched by Tuspark Forward Ltd. - the issuer of the defaulted $400 million 7.95% bonds due 2021 and $550 million 6.95% bonds due 2022, both guaranteed by Tus-Holdings Co. Ltd. - proposes, among other things, a 33-month maturity extension for the bonds to around May 13, 2024, if the solicitations are approved.
In addition to the proposed maturity extension, the other key terms of the consent solicitations, according to the announcement, include the following amendments/waivers:
- Upfront payment: A 5% upfront principal repayment of the principal amount of the respective bonds by Aug. 31;
- Principal Repayments: Further principal repayments under the respective bonds so that:
- 12 months after the effective date of the consent solicitations no more than 65% of the principal amounts remain outstanding; and
- 24 months after the effective date of the consent solicitations no more than 35% of the principal amounts remain outstanding.
- Interest Payments: Before Aug. 31, overdue interest payments and interest accrued to the effective date in respect of the 2022 bonds and interest accrued up to the effective date in respect of the 2021 bonds to be paid.
- New Security:
- Security over the intercompany loan receivables under an intercompany loan provided by the issuer to Tuspark Science & Technology Service (HK) Limited with current outstanding principal amount of around $124.78 million and future interest of approximately $27.45 million which will accrue from the effective date (Aug.13 if approved) to May 13, 2024.
- Security over the specified accounts which house proceeds from any disposal of the 94,415,771 shares held by Tuspark Innovation Venture Limited in 21Vianet Group, Inc. and 4.045 million shares held by Tuspark Technology Innovation Ltd in Beijing Enterprises Clean Energy Group Limited.
- The total valuation of the security package is $528.3 million, as calculated by Reorg based on latest share prices.
- Asset Disposal Restrictions: Tuspark Innovation Venture Limited and Tuspark Technology Innovation Ltd are restricted from disposing of their respective shares in 21Vianet Group, Inc. and Beijing Enterprises Clean Energy Group Limited, unless 80% of the net sale proceeds are paid to the trustee under each of the bonds on a pro rata basis. 20% of the net disposal proceeds from any share disposals can be used to repurchase the bonds. The trustee will receive monthly reports of the number of shares held by each entity and a report following a disposal.
- Event of Default Asset Sale: If an event of default occurs under the respective bonds and the debt is accelerated the trustee will, as directed by an extraordinary resolution, direct the custodian to transfer the shares in 21Vianet Group, Inc. and Beijing Enterprises Clean Energy Group Limited to a disposal agent for them to be sold at fair market value and deposit the net proceeds into the specified account (which forms part of the new security package).
- Negative Pledge: Applies over the 21Vianet Group, Inc. and Beijing Enterprises Clean Energy Group Limited shares held by the respective shareholders to prevent security being granted over them.
- New Guarantees: Provided by Tuspark Innovation Venture Limited and Tuspark Technology Innovation Ltd.
- Further Disposals: Tus-Holdings Co., Ltd. will procure that the owners of the below onshore assets, on a best efforts basis, promptly dispose of them and deposit the sale proceeds into an escrow account opened by Tus-Holdings or the relevant owners of the assets, update the trustee and then apply the proceeds as specified in the disposal proceeds convents (as detailed above) under the bonds:
- Call Option: Optional call right to allow the issuer to redeem the respective bonds at any time prior to the new maturity date for such bonds, in whole or in part on a pro rata basis at par plus any accrued and unpaid cash interest.
- Events of Default:
- Non-Payment: The non-payment trigger is to be amended to provide that an event of default will arise if there has been a failure to pay the principal - excluding the upfront principal payment - or interest on any of the relevant bonds when due. There is a 15-day grace period for principal and a grace period of seven PRC business days for interest. In addition, the event of default provision will be amended so that an event of default no longer just needs to occur, but also must be continuing after notice has been given by the trustee to the issuer and the guarantor -- this likely weakens the provision.
- Cross Acceleration/Winding Up: A new cross acceleration provision as detailed in the announcement is proposed to be included and amendments apply to the winding up trigger.
In addition, the announcement details that Bank of Communications Trustee Limited has voluntarily retired as the bond trustee and will be replaced by China Construction Bank (Asia) Corporation Limited -- if approved under the consent solicitations.
As reported, a 2% early consent fee applies with 50% of which is to be paid on or before Aug. 20, and the remaining 50% to be paid on or before Oct. 13, subject to delivery of a consent instruction in favor of both extraordinary resolutions on or before Aug. 4, at 4 p.m. London time.
In addition, a base consent fee of 0.5% is to be paid on or before Aug. 20, subject to delivery of a consent instruction in favor of both extraordinary resolutions after Aug. 4 at 4 p.m. London time but on or before Aug. 11 at 4 p.m. London time.
Bondholders will be invited to consider and, if thought fit, pass the relevant extraordinary resolutions, to approve the consent solicitations.
The meeting in respect of the due 2021 bonds will commence on Aug. 13 at 2.30 a.m. London time / 9.30 a.m. Hong Kong time. The meeting in respect of the due 2022 bonds will commence on Aug. 13 at 3.00 a.m. London time / 10.00 a.m. Hong Kong time.
As previously reported, according to Reorg’s review of the preliminary offering circular (OC) for the $550 million 6.95% bonds due June 18, 2022, an amendment to a “money term” under the bonds - including pushing out the maturity - requires either the passing of an extraordinary resolution at a bondholder meeting or a written resolution signed by or on behalf of the holders of 90% or more in aggregate principal amount of the bonds.
To call a meeting of bondholders to amend a money term under the bonds requires a quorum of two or more persons holding or representing not less than 66%, or at any adjourned meeting not less than 33%, in principal amount of the bonds for the time being outstanding.
The approval threshold to approve an extraordinary resolution is not contained in the OC, but is defined in the trust deed, which Reorg has not reviewed.
Should an extraordinary resolution be approved or a written resolution with 90% support passed, this would be binding on all bondholders, irrespective of whether they voted in favour of the amendment.
Original Story 6:16 p.m. UTC on July 22, 2021
Tus-Holdings Launches Consent Solicitation for Proposed Waivers, Amendments to $400M 7.95% Guaranteed Bonds Due 2021, $550M 6.95% Guaranteed Bonds Due 2022
Relevant Document:
Company announcement
Tuspark Forward Ltd. announced to the Hong Kong stock exchange yesterday, July 22, that it has launched a consent solicitation for proposed waivers and amendments to its $400 million 7.95% guarantee bonds due 2021 and $550 million 6.95% guaranteed bonds due 2022, which are guaranteed by Tus-Holdings.
Terms include a 2% early consent fee, 50% of which is to be paid on or before Aug. 20, and the remaining 50% to be paid on or before Oct. 13, subject to delivery of a consent instruction in favor of both extraordinary resolutions on or before Aug. 4, at 4 p.m. London time. Base consent fee of 0.5% is to be paid on or before Aug. 20, subject to delivery of a consent instruction in favor of both extraordinary resolutions after Aug. 4 at 4 p.m. London time but on or before Aug. 11 at 4 p.m. London time.
Solicitation agent is Haitong International Information, and the tabulation agent is Morrow Sodali Limited.
The issuer has proposed waivers and amendments for approval by relevant Extraordinary Resolutions of the holders of each series of the bonds at separate meetings to be held at the office of Linklaters, 11th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong, the announcement shows.
More to follow…
Below is Tus-Holdings’ capital structure:
|
12/31/2020 |
EBITDA Multiple |
||||
|---|---|---|---|---|---|
|
(CNY in Millions) |
Amount |
US$ Amt. |
Maturity |
Rate |
Book |
|
|
|||||
|
Bank Loans & Other Borrowings |
40,406.3 |
6,216.4 |
|
|
|
|
Total Bank Loans & Other Borrowings |
40,406.3 |
6,216.4 |
8.5x |
||
|
18 Tus Technology 01 1 |
- |
- |
Feb-01-2023 |
6.970% |
|
|
19 Tus Technology 01 |
500.0 |
76.9 |
Apr-26-2029 |
6.900% |
|
|
19 Tus Environment G1 2 |
- |
- |
Feb-27-2021 |
6.600% |
|
|
19 Tus Environment G2 |
500.0 |
76.9 |
Sep-26-2024 |
6.500% |
|
|
Total Onshore Bonds |
1,000.0 |
153.8 |
8.7x |
||
|
$550 Million 6.95% TUS Holdings Bonds Due 2022 |
3,575.0 |
550.0 |
Jun-18-2022 |
6.950% |
|
|
$350 Million 7.90% TUS Holdings Bonds Due 2021 3 |
- |
- |
Mar-07-2021 |
7.900% |
|
|
$400 Million 7.95% TUS Holding Bonds Due 2021 |
2,600.0 |
400.0 |
Aug-15-2021 |
7.950% |
|
|
Total Offshore Bonds |
6,175.0 |
950.0 |
10.0x |
||
|
16 Sangde MTN 03 |
500.0 |
76.9 |
Nov-14-2021 |
4.230% |
|
|
17 Sangde MTN 01 |
1,000.0 |
153.8 |
Jan-11-2022 |
5.700% |
|
|
Total Perpetuals |
1,500.0 |
230.8 |
10.3x |
||
|
Total Debt |
49,081.3 |
7,551.0 |
10.3x |
||
|
Less: Cash and Equivalents |
(6,299.5) |
(969.2) |
|||
|
Net Debt |
42,781.8 |
6,581.8 |
9.0x |
||
|
Operating Metrics |
US$ Amt. |
||||
|
LTM Reorg EBITDA |
4,742.4 |
729.6 |
|||
|
|
|||||
|
Liquidity |
|||||
|
Plus: Cash and Equivalents |
6,299.5 |
969.2 |
|||
|
Total Liquidity |
6,299.5 |
969.2 |
|||
|
Credit Metrics |
|||||
|
Gross Leverage |
10.3x |
||||
|
Net Leverage |
9.0x |
||||
|
Notes: Source: Wind, Company filings, Reorg 1. repaid on 2021-02-01 2. repaid on 2021-02-27 3. repaid on 2021-03-07 Pro Forma: For Pro forma, the proceeds from the new bonds were added to cash as the exact use of proceeds for each of the bond raised remains unclear; The repayment for matured debts were subtracted from cash as the exact source of funding used to repay the debt remains unclear US$ Translation: CNY/USD rate used for USD conversion is 6.5. |
|||||
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