Times China Holdings initiates offshore debt consent solicitation, seeking waivers for the March end coupon default and to avoid cross-defaults

Rui Si Network News: On the evening of March 26, Times China Holdings announced the launch of a consent solicitation for its issuance of multiple offshore senior notes and convertible bonds, aimed at amending relevant bond terms and waiving potential default events. The bonds involved include three U.S. dollar senior notes (TPHL 4 03/30/29, TPHL 4.2 09/30/32, TPHL 4.5 09/30/33, with a total outstanding principal of approximately $1.415 billion) and two mandatory convertible bonds (TPHL 0 03/30/27, TPHL 0 03/30/27, with a total outstanding principal of approximately $1.311 billion).

According to the announcement, Times China intends to propose the following amendments and waivers for the aforementioned bonds:

1. Remove the “sunset date” from the default event clause: The original bond documents included a cutoff date of March 31, 2026, related to the waiver arrangements for default events concerning “excluded offshore indebtedness.” The company proposes to remove this date to avoid unnecessary technical defaults triggered by the expiration of the term.

2. Waive multiple potential defaults, including but not limited to: Waiving the default that may arise from the failure to pay cash interest due on TPHL 4 03/30/29 on March 30, 2026; if the amendments do not take effect by March 31, waiving any defaults or potential defaults arising therefrom; waiving any cross-defaults triggered by the failure to complete the consent solicitation for other series of bonds or senior notes.

3. Commit to not exercising enforcement actions: Bondholders will be deemed to agree not to take any enforcement actions (such as acceleration of payments, initiating legal proceedings, etc.) and will instruct the trustee to cease or withdraw any relevant actions that have been taken.

The company stated that the consent solicitation for the senior notes and convertible bonds constitutes a “package deal,” with each being a prerequisite for the other. Removing the “sunset date” helps avoid unnecessary risks associated with fixed terms, providing a more stable long-term platform for the overall debt resolution. If this consent solicitation is not successful, it may trigger default and cross-default clauses related to the relevant debt, further exacerbating liquidity pressures.

Consent Solicitation Timeline

For the senior notes: The consent solicitation will close at 4:00 PM London time on April 16, 2026. The company must obtain the consent of holders representing at least 75% of the total outstanding principal amount of each series of notes for it to take effect.

For the convertible bonds: Consent will be sought through a special resolution, with the electronic consent and voting deadline set for 4:00 PM London time on April 16, 2026. The relevant bondholder meeting will be held in Hong Kong on April 20, 2026.