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Greentown China Holdings Limited (綠城中國控股有限公司)

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Greentown China Holdings Limited (綠城中國控股有限公司) OFFERING MEMORANDUM CONFIDENTIAL GREENTOWN CHINA HOLDINGS LIMITED (綠城中國控股有限公司) (Incorporated in the Cayman Islands with limited liability) US$70,302,000 5.875% Notes due 2020 Issue Price: 100.0% with the benefit of a Keepwell Deed and a Deed of Equity Interest Purchase, Investment and Liquidity Support Undertaking provided by China Communications Construction Group (Limited) (中國交通建設集團有限公司) (incorporated in the People’s Republic of China) Greentown China Holdings Limited (the “Company”), incorporated in the Cayman Islands with limited liability, is offering US$70,302,000 aggregate principal amount of 5.875% notes due 2020 (the “Notes”). The Notes will bear interest at the rate of 5.875% per year and will mature on August 11, 2020. The Company is concurrently conducting (1) an exchange offer for its outstanding 2018 USD Notes (as defined herein) (the “2018 USD Notes Exchange”); and (2) an exchange offer for its outstanding 2019 USD Notes (as defined herein) (the “2019 USD Notes Exchange,” and, together with the 2018 US$ Notes Exchange (as defined herein), the “Exchange Offer”); the Exchange Offer is for the new senior notes due 2020 to be issued by the Company through an Exchange Offer, on the same terms and conditions in all respects as and form a single series with, the Notes (the “New Notes”) and is being made pursuant to a separate exchange offer memorandum and available only to Eligible Holders (as defined therein) outside the United States. Pursuant to the Exchange Offer, the Company expects to issue the New Notes. This offering is conditional upon completion of the Exchange Offer. The Company’s obligation to consummate the Exchange Offer is subject to the satisfaction of certain conditions. The total principal amount of the New Notes and the Notes to be issued is US$500,000,000. The Company is also concurrently soliciting consents from holders of the outstanding 2016 RMB Notes (as defined herein), the outstanding 2018 USD Notes and the outstanding 2019 USD Notes to make certain amendments to the relevant Senior Notes Indenture (as defined herein), which is being made pursuant to the separate consent solicitations statement. The Notes are senior obligations of the Company, guaranteed by certain of our existing subsidiaries (the “Subsidiary Guarantors,” and such guarantees, the “Subsidiary Guarantees”), other than (1) those organized under the laws of the PRC and (2) certain other subsidiaries specified in “Description of the Notes.” We refer to the guarantees by the Subsidiary Guarantors as Subsidiary Guarantees. Under certain circumstances and subject to certain conditions, a Subsidiary Guarantee required to be provided by a subsidiary of the Company may be replaced by a limited-recourse guarantee (the “JV Subsidiary Guarantee”). We refer to the subsidiaries providing a JV Subsidiary Guarantee as JV Subsidiary Guarantors. In connection with the Notes, the Company and China Communications Construction Group (Limited) (“CCCG”) will enter into a keepwell deed on or about August 11, 2015 with DB Trustees (Hong Kong) Limited (the “Trustee”) as trustee of the Notes (the “Keepwell Deed”), as further described in “Description of the Keepwell Deed.” CCCG will enter into a deed of equity interest purchase, investment and liquidity support undertaking on or about August 11, 2015 with the Trustee (the “Deed of Undertaking”), as further described in “Description of the Deed of Equity Interest Purchase, Investment and Liquidity Support Undertaking.” Neither the Keepwell Deed nor the Deed of Undertaking constitutes a direct or indirect guarantee of the Notes by CCCG. At any time on or after August 11, 2018, we may redeem the Notes, in whole or in part, at the redemption prices specified under “Description of the Notes—Optional Redemption.” At any time prior to August 11, 2018, we may redeem up to 35% of the Notes, at a redemption price of 105.875% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date in each case, using the net cash proceeds from sales of certain equity offerings. In addition, we may redeem the Notes, in whole but not in part, at any time, at a price equal to 100.0% of the principal amount of such Notes plus (i) accrued and unpaid interest (if any) to the redemption date and (ii) a premium as set forth in this offering memorandum. Upon the occurrence of a Change of Control Triggering Event (as defined in the indenture governing the Notes (the “Indenture”)), we must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. The Notes will be (1) at least pari passu in right of payment against the Company with the 2016 RMB Notes, the 2018 USD Notes and the 2019 USD Notes and all other unsecured, unsubordinated Indebtedness (as defined in the Indenture) of the Company (subject to any priority rights of such unsubordinated Indebtedness pursuant to applicable law), (2) senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes, (3) effectively subordinated to secured obligations of the Company, the Subsidiary Guarantors and the JV Subsidiary Guarantees (if any), to the extent of the value of the assets serving as security therefor, and (4) effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries (as defined below). In addition, applicable law may limit the enforceability of the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any); see the section entitled “Risk Factors—Risks Relating to the Subsidiary Guarantees and the JV Subsidiary Guarantees.” For a more detailed description of the Notes, see the section entitled “Description of the Notes” beginning on page 193. Investing in the Notes involves risks. See the section entitled “Risk Factors” beginning on page 18. Application will be made to The Stock Exchange of Hong Kong Limited (the “SEHK”) for the listing of, and permission to deal in, the Notes by way of debt issues to “professional investors” only as described in this offering memorandum and such permission is expected to become effective on August 12, 2015. A confirmation of the eligibility of the listing of the Notes has been received from the SEHK. This offering memorandum includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) for the purpose of giving information with regard to the Company. The Company accepts full responsibility for the accuracy of the information contained in this offering memorandum and confirms, having made all reasonable enquiries, that to the best of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading. Hong Kong Exchanges and Clearing Limited and the SEHK take no responsibility for the contents of this offering memorandum, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of this offering memorandum. The Notes are expected to be rated “BB-” by Standard & Poor’s Ratings Services and “Ba3” by Moody’s Investors Service, respectively. Such ratings are provisional and subject to each rating agency’s review of the final terms and conditions of the Notes. The ratings reflect the rating agencies’ assessment of the likelihood of timely payment of the principal of and interest on the Notes. The ratings do not constitute recommendations to purchase, hold or sell the Notes inasmuch as such ratings do not comment as to market price or suitability for a particular investor. We cannot assure you that the ratings will remain in effect for any given period or that the ratings will not be revised by such rating agencies in the future if in their judgment circumstances so warrant. The Notes, the Subsidiary Guarantees and the JV Subsidiary Guarantees (if any) have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Notes are being offered and sold only outside the United States in compliance with Regulation S under the U.S. Securities Act “Regulation S.” For a description of certain restrictions on resale and transfer, see the section entitled “Transfer Restrictions.” It is expected that delivery of the Notes will be made on or about August 11, 2015 through the book-entry facilities of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme, Luxembourg (“Clearstream”) against payment therefor. The Notes will be evidenced by a global certificate (the “Global Certificate”) in registered form, which will be registered in the name of a nominee of, and deposited with, a common depositary for Euroclear and Clearstream. Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, the records maintained by Euroclear and Clearstream and their respective accountholders. Except in the limited circumstances set out herein, individual certificates for the Notes will not be issued in exchange for beneficial interests in the Global Certificate. It is expected that delivery of the Global Certificate will be made on or about August 11, 2015 or such later date as may be agreed by the Company and the Joint Lead Managers (the “Closing Date”). Joint Bookrunners and Joint Lead Managers The date of this offering memorandum is July 31, 2015. TABLE OF CONTENTS Page Summary ................................................................ 1 The Offering ............................................................
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