Issuer: Dawn Victor Limited (旭勝有限公司) (the“Issuer”)
Guarantor: Founder Information (Hong Kong) Limited (the “Guarantor”)
Keepwell Deed and Deed of Equity Interest Undertaking Provider: Peking University Founder Group Company Limited (the “Company”)
Issue : U.S.$ Senior Unsecured Guaranteed Bonds
Format: Regulation S, Registered
Rating: Unrated
Issue Size: U.S.$ Benchmark
Issue Date: 2015
Tenor : 3 years
Initial Price Guidance: 5.75% area
Structure:
(i) Keepwell Deed (including grant irrevocable cross-border standby facility upon certain triggers)
(ii) Deed of Equity Interest Purchase Undertaking
(iii) Interest Reserve Account (1 coupon payment)
Change of Control Put: Bondholders’ put at 101% if:
(i) Peking University ceases to directly or indirectly Control the Company; or
(ii) the Company ceases to directly or indirectly own and hold not less than 75 per cent. of the outstanding shares of the Guarantor; or
(iii) the Guarantor ceases to directly or indirectly own and hold not less than 30 per cent. of the outstanding shares of Peking University Resources (Holdings) Company Limited or ceases to directly or indirectly remain the single largest shareholder of Peking University Resources (Holdings) Company Limited or ceases to have the ability to appoint and/or remove all or the majority of the members of the board of directors of Peking University Resources (Holdings) Company Limited or the financial statements of Peking University Resources (Holdings) Company Limited ceases to be consolidated with the financial statements of the Guarantor under Hong Kong Financial Reporting Standards; or
(iv) the Issuer ceases to be a directly or indirectly wholly-owned Subsidiary of the Guarantor
Payment: Semi-annual, 30/360
Denomination: U.S.$200,000 X U.S.$1,000 denoms
Listing:The Stock Exchange of Hong Kong Limited
Clearing: Euroclear / Clearstream
Governing Law: English Law
Use of Proceeds: Working capital and general corporate purposes
Timing: As early as today
Company Background:
Dawn Victor Limited (the “issuer”) is a wholly-owned subsidiary of Founder Information (Hong Kong) Limited (the “Guarantor”). Founder Information (Hong Kong) Limited was incorporated in Hong Kong on 15 May 2002, and is 81.64% owned by Peking University Founder Group Company (the “guarantor”).
- Peking University Founder Group Company is a state-owned diversified conglomerate with strategic business segments covering several major industries in the PRC, namely information technology (38.1% of total 2014 revenue), healthcare and pharmaceuticals, finance and securities (9% of total 2014 revenue), bulk commodities trading (34.8% of total 2014 revenue), property management, property development, education and training, and steel production.
- Peking University Founder Group Company was founded in 1986 by Peking University, which is wholly-owned by the Ministry of Finance of the PRC and controlled by the Ministry of Education of the PRC. As at 31 Dec 2014, it had total assets of CNY152,089.9 million (U.S.$24,512.4 million) on a consolidated basis. For the year ended 31 December 2014, the Group recorded revenues of CNY74,754.4 million (U.S.$12,048.2 million).
- From FY2013 to FY2014, EBITDA Margin of 8.5% and 9.5%; net income of RMB1580mio and RMB1946mio; net debt/EBITDA of 2.0x and 3.0x; EBITDA/interest expense of 2.3x and 1.8x, respectively.
- FY2014: RMB29,673mio of cash and cash equivalents.
A state owned enterprise which is a university with 34.8% of their revenues coming from commodities trading ! Nice going ! And they are providing the Keepwell because they own 81.64% of the guarantor. That makes them 2 times removed from the issuer.
They have 11 bond issues out there, all in CNY so this will be their first USD issue which will be arranged and managed by a Singapore bank, DBS, but listed in Hong Kong.
I am not familiar with this name obviously or what they do and I would expect coverage to be patchy out there. So good luck !
Today’s China bankruptcy news :
China Coca-Cola Bottle Maker to Default On Bonds Today