Genkai Securities Announces Results of Debt Exchange Offer Early Tender Period and Consent Solicitation
Approximately $150 million of Zero Coupon Convertible Debentures Due 2019 to be exchanged for Interest Bearing Debt; Consent Solicitation Successful
December 20, 2012 (Newswire.com) - Genkai Securities announced results of the Early Tender Period of its previously announced debt exchange offer (the "Exchange Offer") to exchange more than $150 million of newly-issued zero coupon Convertible Debentures due 2019 (the "Debentures") for all of its 8% Senior Notes and a portion of its 12.5% Springing Lien Notes due 2017 (the "2017 Notes", and together with the "Notes").
Assuming the Exchange Offer is completed, the Debentures issued in exchange for any Notes tendered during the period that ended at midnight, Hong Kong time, on July 1, 2009 (the "Early Tender Period"), will be Class A Debentures and have a conversion price of $1.0340 per share. In connection with the Exchange Offer, the Company also announced that during the Early Tender Period it obtained consents (the "Consents") required to amend and waive certain provisions of the indentures governing the Notes.
The foregoing results represent the Company's preliminary calculations of Notes tendered and Consents delivered, and are subject to change.
As more fully described in the Offering Memorandum, the Company presently expects that:
• The Notes tendered for exchange that will be accepted if the Exchange Offer is completed will be released for trading under a temporary CUSIP number and also will represent the right to receive Class A Debentures and accrued but unpaid interest in cash through, but excluding, the settlement date of the Exchange Offer, provided the Exchange Offer is completed;
• 2017 Notes tendered for exchange that will not be accepted by reason of pro-ration will be released for trading under the CUSIP number applicable to such Notes immediately prior to their tender; and
• Holders of Notes that delivered Consents without tendering the related Notes for exchange will receive the Consent Fee as well as return of the Notes with respect to which such holders had delivered consent.
The complete terms and conditions of the Exchange Offer are set forth in the Offering Memorandum and the related letter of transmittal and consent sent to holders of the Notes. Completion of the Exchange Offer is conditioned upon, among other things, shareholder approval at a Special Meeting of Shareholders.