RCS - Canary Wharf Grp IH - CWGIH Announces Launch of Consent Solicitation

Bank Of New York MellonAnnouncement

22/11/2024 12:45

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RNS Number : 3623N  Canary Wharf Group Investment Hldgs  22 November 2024

 

Canary Wharf Group Investment Holdings plc

 

(a public limited liability company incorporated under the laws of England and
Wales with registered number 05043352)

 

ANNOUNCEMENT OF SOLICITATION OF CONSENTS

 

22 November 2024

 

Canary Wharf Group Investment Holdings plc (the "Issuer") hereby announces the
solicitation of consents (the "Solicitation") from

 

(i)   the holders (the "2026 Noteholders") of its €300,000,000 1.750%
Senior Secured Notes due 2026 (Regulation S - ISIN: XS2327414061/Common Code:
232741406; 144A - ISIN: XS2327414228/Common Code: 232741422) (the "2026
Notes") and

(ii)  the holders (the "2028 Noteholders" and, together with the 2026
Noteholders, the "Noteholders") of its £300,000,000 3.375% Senior Secured
Notes due 2028 (Regulation S - ISIN: XS2327414731/Common Code: 232741473; 144A
- ISIN: XS2327414814/Common Code: 232741481) (the "2028 Notes" and, together
with the 2026 Notes, the "Notes")

 

to separately approve certain Proposed Amendments on the terms and subject to
the conditions set out in the consent solicitation statement dated 22 November
2024 (the "Consent Solicitation Statement"). Copies of the Consent
Solicitation Statement are available from the Information and Tabulation Agent
and on the Solicitation Website at https://deals.is.kroll.com/canarywharf.
Before making any decision with respect to the Solicitation, Noteholders
should carefully review and consider the information contained in the Consent
Solicitation Statement, in particular the section captioned "Certain
Significant Considerations". Capitalised terms used in this announcement but
not defined have the meanings given to them in the Consent Solicitation
Statement.

 

Consent Consideration

Noteholders who have validly delivered their Consent at or prior to 4:00 p.m.,
London time, on  3 December 2024 (as such date and time may be amended or
extended, the "Expiration Time") will be eligible to receive:

 Notes       ISIN/Common Code                              Aggregate Principal Amount Outstanding  Maturity Date  Consent Fee
 2026 Notes  Reg S:              XS2327414061              €300,000,000                            7 April 2026   0.25% of the principal amount of 2026 Notes for which valid Consents have been

232741406                                                                                           delivered at or prior to the Expiration Time

             144A:              XS2327414228

232741422
 2028 Notes  Reg S:              XS2327414731              £300,000,000                            23 April 2028  0.25% of the principal amount of 2028 Notes for which valid Consents have been

232741473                                                                                           delivered at or prior to the Expiration Time

             144A:              XS2327414814

232741481

The payment of the Consent Fee is subject to the prior satisfaction or waiver
of the Settlement Conditions as set out in the Consent Solicitation Statement.

BPY Bermuda Re Holdings Limited (the "Brookfield Investor") has agreed that,
subject to the satisfaction or waiver of the Settlement Conditions, it will
provide to the Issuer an equity commitment letter committing to provide equity
funding in an amount of £900 million for the purposes of redeeming,
repurchasing or otherwise repaying any principal amounts outstanding under the
2025 Notes, the 2026 Notes and the 2028 Notes (together, the "Existing Notes")
and under any Loans outstanding under the Revolving Credit Facility, subject
to the terms and conditions set out therein (the "Equity Commitment Letter").
QIA Stork L.P. (the "QIA Investor" and, together with the Brookfield Investor,
the "Investors" and, each, an "Investor") may (in its sole discretion and
subject to QIA Investor's receipt of the necessary approvals to do so) accede
to the Equity Commitment Letter at a later stage. Upon such accession, both
Investors will commit to provide equity funding of £450 million each, with
total commitments remaining at £900 million, subject to any reduction
pursuant to the Equity Commitment Letter. The funding of the Investors'
commitment under the Equity Commitment Letter is subject to certain conditions
set out in the Equity Commitment Letter, including certain representations and
warranties of the Issuer, including related to the Issuer's solvency. See also
"Certain Significant Considerations-The Equity Commitment Letter may not be
funded in certain circumstances" in the Consent Solicitation Statement. Each
of the Investors is an indirect shareholder of the Issuer.

Subject to the receipt of the Requisite Consents and the satisfaction or
waiver of the Settlement Conditions, the Trustee will enter into:

(a)      the Equity Commitment Letter pursuant to which the Trustee will
be granted, following the accession (if any) to the Equity Commitment Letter
by the QIA Investor, the right in certain specified circumstances (and subject
to certain representations and warranties of the Issuer, including related to
the Issuer's solvency) after the relevant Notes become due and payable to
submit a funding request for certain funds which are required to be applied to
redeem, repay or repurchase firstly, any Loans under the Revolving Credit
Facility that are due and unpaid and, secondly, the relevant Notes as set out
under the terms of the Equity Commitment Letter and, in all respects, subject
to the terms and conditions set out therein; and

(b)     in its capacity as security agent under the Intercreditor
Agreement, a Security Assignment Agreement pursuant to which all rights of the
Issuer under the Equity Commitment Letter will be assigned by way of security
assignment to the security agent in the circumstances specified therein

(together, the "ECL Rights" and, together with the Consent Fee, the "Consent
Consideration"). A detailed description of the Equity Commitment Letter and
the Security Assignment Agreement is included in the Consent Solicitation
Statement.

Purpose of the Solicitation

The Issuer is seeking Consents from 2026 Noteholders and 2028 Noteholders to
amend the Terms and Conditions of the 2026 Notes and 2028 Notes by adding an
additional debt basket which would allow the Issuer and/or its subsidiaries to
incur Indebtedness on the terms and subject to the conditions set out in the
Proposed Amendments, including Indebtedness to be secured on certain Eligible
Assets (as defined in the Proposed Amendments) in order to refinance the
Existing Notes. The primary purpose of the Proposed Amendments is to provide
capacity to the Group to incur secured financing for, and to pay transaction
fees and expenses in connection with, the refinancing of the 2025 Notes and
the 2026 Notes, in full or in part, as the case may be (the "Refinancing").

The Issuer has been in discussions to raise funds in form of a secured debt
facility or facilities for purposes of the Refinancing. These secured debt
facilities will be incurred by certain subsidiaries of the Issuer and secured
over certain assets that are part of the Group's retail portfolio (the "Retail
Financing"). Following the application of the proceeds of the Retail Financing
in full, the 2028 Notes are expected to remain initially outstanding.
Subsequently, the Issuer intends to refinance the 2028 Notes in due course. As
of the date of this announcement, the Retail Financing is not committed and
there can be no assurances that the Issuer's subsidiaries will enter into the
Retail Financing on the terms described in the Consent Solicitation Statement
or at all. The implementation of the Proposed Amendments is not conditional on
the commitment of, or entry into any definitive documentation with regard to,
the Retail Financing. If the Retail Financing cannot be secured, the Proposed
Amendments, if implemented, will remain valid, and the Issuer may seek to
enter into alternative financing arrangements for the purposes of the
Refinancing. Such alternative financing arrangements may be on less favourable
terms than the proposed terms for the Retail Financing described in the
Consent Solicitation.

Proposed Amendments

The Solicitation is being made with respect to the trust deed governing the
Notes, dated as of 7 April 2021 (the "Trust Deed"), among the Issuer and BNY
Mellon Corporate Trustee Services Limited, as trustee and security trustee
(the "Trustee"). Consents are being sought to the following proposed
amendments to the Trust Deed governing the 2026 Notes and the 2028 Notes (the
"Proposed Amendments"):

(a)      Condition 3.1 (Limitation on Indebtedness) of Schedule 2 (Terms
and Conditions of the Notes) (the "Terms and Conditions") to the Trust Deed
shall be amended by inserting the following sub-clause (x) in Condition 3.1(b)
following the sequential order:

"and (x) any Indebtedness of the Issuer or any of its Subsidiaries Incurred
from time to time; provided that the proceeds of such Indebtedness (net of any
fees, underwriting discounts, accrued and unpaid interest, premiums (including
tender premiums), prepayment fees, break costs, hedging fees, costs and
expenses, consent fees and other costs and expenses (including original issue
discount, upfront fees and similar fees) incurred or payable in connection
with such refinancing) are applied promptly for the purposes of redeeming,
repurchasing or otherwise repaying any Notes issued on 7 April 2021;"

(b)     The following definition of "Eligible Assets" shall be included in
Condition 1 (Certain Defined Terms) of the Terms and Conditions following the
alphabetical order:

""Eligible Assets" means (x) Capital Stock in, or assets of, any special
purpose vehicle, joint venture, partnership or other company, corporation or
legal entity that owns, directly or indirectly, real estate assets used or
designated for retail, leisure and/or hospitality use and assets complimentary
or related thereto (including, but not limited to, infrastructure assets, car
parking assets and advertising and related income), in each case as identified
by an Officer (the "Retail Portfolio"); and/or (y) receivables created in
connection with Indebtedness related to the Retail Portfolio."

(c)      The definition "Permitted Liens" in Condition 1 (Certain Defined
Terms) of the Terms and Conditions shall be amended by inserting the following
sub-clause (44):

"(44) Liens on Eligible Assets to secure Indebtedness Incurred pursuant to
clause (x) of paragraph (b) of Condition 3.1 (Limitation on Indebtedness)."

If all Settlement Conditions are satisfied (or waived) and the Consent
Consideration has been provided as described as described in the Consent
Solicitation Statement, each of the 2026 Noteholders and the 2028 Noteholders
will be bound by the Proposed Amendments, notwithstanding that any such
Noteholder may not have provided its Consent in the Solicitation.

Requisite Consents; Resolutions; Supplemental Trust Deeds

To effect the Proposed Amendments in the Trust Deed, the Issuer will need to
receive valid Consents representing a majority of the aggregate principal
amount outstanding of each of the 2026 Notes and the 2028 Notes (the
"Requisite Consents") at or prior to the Expiration Time.

Delivery of Requisite Consents will include the passing of a resolution by
each of the 2026 Noteholders and the 2028 Noteholders (the "Resolutions") by
way of electronic consents to instruct the Trustee in its capacity as trustee
and security trustee under the Trust Deed, as applicable, to:

(a)      enter into a Supplemental Trust Deed to implement the Proposed
Amendments; and

(b)     enter into the Equity Commitment Letter.

Subject to the satisfaction or waiver of the Settlement Conditions, the Issuer
will pay the applicable Consent Fee to Noteholders who have validly delivered
their Electronic Consents at or prior to the Expiration Time and have not
validly revoked such Electronic Consents.

Settlement Conditions

The payment of the Consent Fee and the granting of the ECL Rights are subject
to the following conditions:

(a)      the receipt of Requisite Consents at or prior to the Expiration
Time and the execution of a Supplemental Trust Deed in respect of each of
(x) the 2026 Notes (the "2026 Notes Consent Condition") and (y) the 2028
Notes (the "2028 Notes Consent Condition" and, together with the 2026 Notes
Consent Condition, the "Consent Conditions"); and

(b)     the absence of any laws, regulations, injunctions or actions or
other proceedings, pending or threatened, which, in the case of any action or
proceeding if adversely determined, would make unlawful or invalid or enjoin
the implementation of the Proposed Amendments or the payment of the Consent
Fee (the "General Conditions" and, together with the Consent Conditions, the
"Settlement Conditions").

The Settlement Conditions may be waived by the Issuer, at any time and from
time to time, in its sole discretion. The waiver of either Consent Condition
and the General Conditions shall not be considered to be materially
prejudicial to Noteholders that have already submitted Consents before the
announcement of such waiver and will not result in such Noteholders receiving
the right of revocation.

Procedures for Participating in the Solicitation

Summary of action to be taken

In order to participate in the Solicitation, each Holder must deliver, or
arrange to have delivered on its behalf, consents by way of an electronic
instruction through the Clearing Systems ("Electronic Consents") in accordance
with the procedures of, and within the time limits specified by, the Clearing
Systems for receipt by the Information and Tabulation Agent prior to the
Expiration Time. The Issuer will only accept Consents by way of the submission
of a valid Electronic Consent in accordance with the procedures set out in
this section.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would
require to receive instructions to participate in the Solicitation, or (in the
limited circumstances in which revocation is permitted) revoke their
instruction, in order to meet the deadlines specified in the Consent
Solicitation Statement. The deadlines set by any such intermediary and each
Clearing System for the submission and withdrawal of Electronic Consents may
be earlier than the relevant deadlines specified in the Consent Solicitation
Statement.

Submission of Electronic Consents

The submission of an Electronic Consent will be deemed to have occurred upon
receipt by the Information and Tabulation Agent from the relevant Clearing
System of a valid electronic instruction submitted in accordance with the
requirements of such Clearing System. By delivering an Electronic Consent,
each 2026 Noteholder and/or 2028 Noteholder will automatically consent to the
passing of a resolution to, among other things, to authorise and instruct the
Trustee to enter into (i) the Supplemental Trust Deed, and (ii) the Equity
Commitment Letter. If the Issuer has received Electronic Consents representing
a majority in aggregate principal amount outstanding of the 2026 Notes and/or
the 2028 Notes on the Expiration Date, then the Requisite Consents for such
series of Notes will have been obtained and each Resolution will have been
passed by way of Electronic Consents. Any Proposed Amendments for such series
of Notes will, however, only be implemented once the Requisite Consents for
the other series of Notes has been obtained, unless such condition has been
waived by the Issuer in its sole discretion as set out in the Consent
Solicitation Statement.

The receipt of an Electronic Consent by the relevant Clearing System will be
acknowledged in accordance with the standard practices of such Clearing System
and will result in the blocking of the relevant Notes in the relevant Holder's
account, so that no transfers may be effected in relation to such Notes until
such Notes are released on the earlier of (i) the Confirmation Date, (ii) the
termination or withdrawal of the Solicitation by the Issuer, and (iii) the
date on which the Direct Participant validly revokes its Consent.

Only Direct Participants may submit Electronic Consents. Each Noteholder that
is not a Direct Participant must arrange for the Direct Participant through
which such Noteholder holds its Notes to submit an Electronic Consents on its
behalf to the relevant Clearing System before the deadlines specified by the
relevant Clearing System, which may be earlier than the deadlines specified in
the Consent Solicitation Statement.

Indicative Timetable

The following table sets out the expected dates and times of the key events
relating to the Solicitation. The times and dates below are indicative only
and are subject to change, including as a result of market conditions.

 

 Event Name                        Timing
 Commencement of the Solicitation  22 November 2024
 Expiration Time                   4:00 pm, London Time, on 3 December 2024, unless extended by the Issuer in its
                                   sole discretion with respect to any or both series of Notes.
 Confirmation Date                 On or about 5 December 2024
 Settlement Date                   By 12 December 2024; no more than five Business Days after the Confirmation
                                   Date

Questions Concerning the Solicitation

For further information regarding the Solicitation and the terms and
conditions thereof, Noteholders should refer to the Consent Solicitation
Statement. Questions and requests for assistance (i) in connection with the
Solicitation may be directed to the Solicitation Agents; and (ii) in
connection with the delivery of Eletronic Consents may be directed to the
Information and Tabulation Agent, the contact details for all of which can be
found below.

The Solicitation Agents are:

 Citigroup Global Markets Limited              Deutsche Bank AG, London Branch

 Citigroup Centre                              21 Moorfields

Canada Square, Canary Wharf
London EC2Y 9DB

London E14 5LB
United Kingdom

United Kingdom

Attention: Liability Management Group
Phone: +44 207 545 8011

Phone: +44 20 7986 8969

Toll Free: +1 800 558 3745

Collect: +1 212 723 6106

E-mail: liabilitymanagement.europe@citi.com

 

The Information and Tabulation Agent is:

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Attn: Owen Morris

Confirmation by Telephone: +44 20 7704 0880

Email: canarywharf@is.kroll.com

Solicitation Website: https://deals.is.kroll.com/canarywharf

The announcement is made by:

Canary Wharf Group Investment Holdings plc
One Canada Square

Canary Wharf

London, E14 5AB

United Kingdom

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE
SOLICITATION.

None of the Solicitation Agents, the Information and Tabulation Agent, the
Trustee or the Issuer takes any responsibility for the contents of this
announcement and none of the Solicitation Agents, the Information and
Tabulation Agent, the Trustee, the Issuer or any of their respective
directors, employees or affiliates makes any representation or recommendation
whatsoever regarding the Solicitation, or any recommendation as to whether
Noteholders should provide their consent in the Solicitation.

This announcement must be read in conjunction with the Consent Solicitation
Statement. This announcement and the Consent Solicitation Statement contain
important information which should be read carefully before any decision is
made with respect to the Solicitation. If any Noteholder is in any doubt as to
the action it should take, it is recommended to seek its own advice, including
as to any tax consequences, from its stockbroker, bank manager, solicitor,
accountant or other independent adviser.

This announcement is directed only at persons who (i) have professional
experience in matters relating to investments (being investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Financial Promotion
Order")), (ii) fall within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Financial Promotion Order, (iii)
fall within Article 43 of the Financial Promotion Order, (iv) are outside the
United Kingdom or (v) are persons to whom an invitation or inducement to
engage in investment activity (within the meaning of Section 21 of the
Financial Services and Markets Act 2000 (the "FSMA")) may otherwise lawfully
be communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). The investment or investment activity to
which this announcement relates is only available to and will only be engaged
in with relevant persons and persons who receive this announcement who are not
relevant persons should not rely or act upon it.

Neither the announcement nor the Notes have been registered under the U.S.
Securities Act of 1933, as amended or any other securities laws. This
announcement is not a solicitation of consent with respect to Notes and does
not constitute an invitation to participate in the Solicitation in or from any
jurisdiction in or from which, or to or from any person to or from whom, it is
unlawful to make such invitation under applicable securities laws. The
Solicitation is being made solely pursuant to the Consent Solicitation
Statement, which sets forth a detailed statement of the terms of the
Solicitation.

The distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement comes are
required to inform themselves about, and to observe, any such restrictions.

For the avoidance of doubt, none of the Solicitation Agents, the Information
and Tabulation Agent or the Trustee expresses any opinion on the merits (or
otherwise) of the Solicitation. None of the Solicitation Agents, the
Information and Tabulation Agent or the Trustee is responsible for the
accuracy, completeness, validity or correctness of the information contained
in this announcement, or the effect or effectiveness of, this announcement or
any other documents referred to in this announcement or assume any
responsibility for any failure by the Issuer to disclose events that may have
occurred and may affect the significance or accuracy of such information or
the terms of the Solicitation.

The information contained in this announcement has not been independently
verified. The Solicitation Agents are under no obligation to update or keep
current the information contained herein. No representation, warranty or
undertaking, expressed or implied, is or will be made by any of the
Solicitation Agent, or any of their respective affiliates, advisors or
representatives as to, and no reliance should be placed on, the truth,
fairness, accuracy, completeness or correctness of the information or the
opinions contained herein (and whether any information has been omitted from
this announcement). Neither the Solicitation Agents nor their respective
directors, officers, employees, officials, affiliates, advisers or connected
persons accepts any liability for any loss howsoever arising, directly or
indirectly, from any use of this announcement or its contents or otherwise
arising in connection with this announcement. The Solicitation Agents
accordingly disclaim all and any liability whatsoever, whether arising in
tort, contract or otherwise for any loss howsoever arising, directly or
indirectly, from any use of this announcement or its contents or otherwise
arising in connection with this announcement. The Solicitation Agents have not
authorised the contents of, or any part of, this announcement.

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