Mon 02/01/2021 05:42 AM
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UPDATE 1: 5:42 a.m. ET 2/1/2021: The revised restructuring terms proposed by GCL New Energy are supported by at least some major noteholders in the company’s ad hoc group holding around 60% of the notes, including Argentem Creek which is said to have a blocking position, according to sources with knowledge of the situation. The now defaulted $500 million 7.1% senior notes due Jan. 30, 2021 jumped around eight points today to 81/82 after the improved terms were announced. Continue reading for our Asia Core Credit team's analysis of the revised restructuring terms proposed by  GCL New Energy and request a trial for access to our analysis and reporting on hundreds of other stressed, distressed and performing credit restructuring situations.

The terms were finalised over the weekend based on negotiations between the noteholder group and the company, the sources said.

A key improvement to the revised terms is that they now contain a stipulated mandatory early redemption or buyback of at least 50% of the new three-year notes by Jan. 30, 2023 as opposed to being completely conditional on an asset sale or receipt of government subsidies, two of the sources noted, who added that the early redemption or buyback is expected to be funded by further asset sales.

As reported, GCL New Energy previously told noteholders that it planned to sell 2GW of solar power plants this year for an expected net proceeds of RMB 7 billion and only retain around 0.8GW to 1GW of installed capacity after the planned disposals are closed by August.

Sources also noted that the company could potentially fund the early redemption through an equity sale after a successful fundraising by its Hong Kong-listed parent company GCL-Poly and Shenzhen-listed affiliate GCL System Integration Technology in the past month, which respectively raised HKD 4.2 billion ($543.4 million) and RMB 2.5 billion ($388.9 million) through share placements.

On top of a 5% cash consideration, the restructuring consideration includes the addition of a fixed instruction fee of $17.8 million to be paid to noteholders pro rata and an uptick of coupon rate under the proposed new three-year notes due Jan. 30, 2024, to 10% from the originally proposed 9.65%.

To implement the restructuring through a scheme of arrangement in Bermuda, the company requires the support of 50% of noteholders in number, representing 75% in value of those voting under the scheme.

The ad hoc group is advised by Houlihan Lokey and Hogan Lovells. Admiralty Harbour and Milbank are GCL New Energy’s financial and legal advisors.

 




Original Story 10:02 p.m. UTC on Jan. 31, 2021

GCL Sweetens Restructuring Terms to Include $22.3M Cash Pool, Coupon Uptick to 10% From 9.65% Under New 3Y Notes, Mandatory Repurchase/Redemption of 15% in First Year, 35% in Second Year; New Terms Supported by 53% of Existing Notes


Relevant Document:
AnnouncementGCL New Energy announced to the Hong Kong stock exchange today, Feb. 1, several amendments to the proposed restructuring support agreement in relation to its existing $500 million 7.1% senior notes due Jan. 30, 2021, and extension of expiration deadline for acceding to the amended RSA to Feb. 8.

The new restructuring terms are supported by holders of about 53% of the existing notes including those who had submitted their executed accession deeds and those who have confirmed their agreement in principle to the commercial terms of the amended and restated term sheet, the announcement states. GCL said it is confident that the proposed restructuring will be successfully consummated via a Bermuda scheme.

On top of a 5% cash consideration, the restructuring consideration includes the addition of a fixed cash pool of $22.3 million, consisting of a fixed instruction fee of $17.8 million to be paid pro rata and a fixed fee of $4.5 million to cover the fees of Houlihan Lokey, Hogan Lovells and Moorlander Consulting in their capacity as advisors to certain scheme creditors.

There is an uptick of coupon rate under the proposed new three-year notes due Jan. 30, 2024, to 10% from the originally proposed 9.65% with first cash interest to be paid on Jan. 30, 2022, which will be accrued from the original issue date to Jan. 30, 2022.

The company shall redeem or repurchase and cancel at least 15% of the new notes by Jan. 30, 2022, and at least an additional 35% of the notes from Jan. 31, 2022, until Jan. 30, 2023. To the extent that the condition is not expected to be satisfied by Jan. 30, 2022, or Jan. 30, 2023, the company shall make an offer to repurchase such principal amount at a purchase price below par.

The new notes will also be secured by shares of certain GCL entities.

The announcement states that since the original exchange offer has been terminated, GCL was unable to repay the existing notes on the maturity date of Jan. 30, 2021, which constituted an event of default under the existing notes.

Below is the capital structure of GCL New Energy:


 

































































































































































































GCL New Energy - Pro Forma as of 12/07/2020


06/30/2020

EBITDA Multiple

(CNY in Millions)

Amount

US$ Amt.

Maturity

Rate

Book


Loans from associate of the ultimate holding company

287.3

41.0



Other secured loans

26,976.7

3,853.8



Total Secured Loans

27,264.0

3,894.9

5.2x

Loans from Mr. Zhu Yufeng and his family

1,007.4

143.9


8.000%

Other unsecured loans

1,752.1

250.3



Total Unsecured Loans

2,759.5

394.2

5.7x

17 GCL Green Bond

-

-

Dec-01-2020

7.500%

Total Onshore Bonds

-

-

5.7x

$500M USD 7.10% Senior Notes Due 2021

3,500.0

500.0

Jan-30-2021

7.100%

Total Offshore Senior Notes

3,500.0

500.0

6.3x

Perpetuals

2,245.0

320.7



Total Perpetuals

2,245.0

320.7

6.8x

Total Debt

35,768.5

5,109.8

6.8x

Less: Cash and Equivalents

(850.3)

(121.5)

Plus: Restricted Cash

454.9

65.0

Net Debt

35,373.1

5,053.3

6.7x

Operating Metrics

US$ Amt.

LTM Reported EBITDA

5,289.0

755.6


Liquidity

Plus: Cash and Equivalents

850.3

121.5

Less: Restricted Cash

(454.9)

(65.0)

Total Liquidity

395.4

56.5

Credit Metrics

Gross Leverage

6.8x

Net Leverage

6.7x

Notes:
Sources: company filing, Wind, Reorg
US$ Translation: CNY/USD rate used for USD conversion is 7.


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