Country Garden Domestic Debt Restructuring: 8 Bonds Pass Restructuring Plan, H16 Tengyue 2 Still Pending

Deep News
10/11

Country Garden (02007.HK) is currently restructuring 9 domestic bonds. On October 11, it was reported that bondholder meetings for 8 bonds have approved the restructuring plan, with a combined outstanding balance of 13.42 billion yuan. As of now, only H16 Tengyue 2 has yet to pass approval.

As of the end of June, the 9 bonds had an outstanding balance of 13.86 billion yuan, including H16 Country Garden 5, H19 Country Garden Land 3, H20 Country Garden Land 3, H20 Country Garden Land 4, H1 Country Garden Land 01, H1 Country Garden Land 02, H1 Country Garden Land 03, H1 Country Garden Land 04, and H16 Tengyue 2.

Country Garden's domestic debt restructuring plan involves adjusting the principal and interest payment arrangements for the restructured bonds and providing other restructuring options, including buyback options, Country Garden Holdings stock options, and general debt conversion options.

Regarding the cash prepayment arrangement, known as the consent fee, the plan stipulates that bondholders who vote in favor of all proposals at the bondholder meeting will receive early redemption of 0.1% of their holdings with bond cancellation and full interest waiver.

Country Garden's adjusted principal and interest payment arrangement extends principal repayment until September 2, 2035. Taking H16 Country Garden 5 as an example, starting from September 2, 2031, repayment will be made in 9 installments over semi-annual periods, with payment ratios of 1%, 2%, 3%, and 4% for the first four years, and 15%, 15%, 20%, and 30% respectively starting from March 2, 2034. Unpaid interest as of September 2, 2025 (the base date) will be recalculated at a 1% annual rate; from the base date onward, interest will accrue at 1% simple annual interest, with a lump-sum payment on September 2, 2035.

If bondholders accept Country Garden's adjusted principal and interest payment arrangement, they must also accept adjustments to credit enhancement measures: first, the release of certain credit enhancement guarantee measures; second, waiver of relevant provisions in credit enhancement guarantee agreements, where asset value fluctuations due to market, policy, or other non-subjective factors will not be considered defaults.

Additionally, Country Garden has provided three other restructuring participation options.

Country Garden offers bondholders a cash buyback option, which will be implemented through a registration application process. The buyback party plans to repurchase target bonds with cash not exceeding 450 million yuan at a price of 12% of the bond's face value. Allocation will be proportional, with different target bonds potentially receiving different final allocation ratios, and unallocated portions may participate in subsequent options.

Country Garden also provides a stock-for-debt conversion plan. The issuer will issue additional ordinary shares not exceeding a specified number to a special purpose trust in Hong Kong (referred to as "additional shares"), and the issuer commits to using these additional shares to offset target bond portions through legally effective methods.

Target bondholders receiving stock option allocations agree to waive all accrued interest on their bond portions, with such waiver being unconditional.

Under the equal-value fund offset model, target bondholders choosing the stock option can receive additional shares equivalent to equal-value fund payments, not exceeding the actual number of additional shares issued. The estimated number of additional shares will not exceed 1.46 billion shares, with limits potentially increased as circumstances warrant.

The stock price is set at HK$2.6 per share, with repayment made in RMB equivalent to net proceeds from sales; monthly mandatory sales within 24 months after issuance, with unsold portions subject to forced sale in the 25th month.

Another option Country Garden provides is equal-value conversion to general debt. Bondholders may convert their bond holdings based on the corresponding unpaid principal amount into non-bond general debt claims against the issuer. Converted bond portions will be cancelled according to agreement terms. General debt repayment is delayed until 2033, with an interest rate of 1% per annum.

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