EXCHANGE OFFER: MIE Holdings Corporation announces offer to exchange any and all outstanding 7.50 Senior Notes due 2019

Product name:EXCHANGE OFFER: MIE Holdings

2019/03/02 update

Industry:Daily News

HONG KONG, Mar 1, 2019 - (ACN Newswire) - MIE HOLDINGS CORPORATION ("MIE" or the "Company") has announced the commencement of its offer to exchange (the "Exchange Offer") any and all of the outstanding 7.50% Senior Notes due 2019 issued by the Company and unconditionally and irrevocably guaranteed by the subsidiary guarantors (the "Existing Notes") for the exchange consideration, upon the terms and subject to the conditions set forth in the exchange offer memorandum dated March 1, 2019 (the "Exchange Offer Memorandum").

Existing Notes to be exchanged as follows:
Regulation S - CUSIP: G61157AC0; ISIN: USG61157AC01; Common Code: 106037817
Rule 144A - CUSIP: 55309DAB9; ISIN: US55309DAB91; Common Code: 106037809

Timeline for the Exchange Offer:

Commencement date: March 1, 2019
Early Participation Deadline: 4:00PM, London time on March 15, 2019, unless extended by the Company
Exchange Expiration Deadline: 4:00PM, London time on March 22, 2019, unless extended by the Company
Announcement of the results of the Exchange Offer: Expected March 25, 2019
Settlement Date: Expected March 26, 2019

The Company will pay the following exchange consideration for each US$1,000 principal amount of outstanding Existing Notes that is validly tendered prior to the Early Participation Deadline:

(1) a cash payment of US$100, plus
(2) US$900 in principal amount of new US$ denominated 13.750% Senior Notes due 2022 to be issued by the Company (the "New Notes"), plus
(3) any Capitalized Interest (the aggregate of (2) and (3) subject to the provisions relating to minimum denominations), plus
(4) cash in lieu of any fractional amount of New Notes (collectively, the "Early Exchange Consideration").

The Company will pay the following exchange consideration for each US$1,000 principal amount of outstanding Existing Notes that is validly tendered at or after the Early Participation Deadline but prior to the Exchange Expiration:

(1) a cash payment of US$20, plus
(2) US$980 in principal amount of New Notes, plus
(3) any Capitalized Interest (the aggregate of (2) and (3) subject to the provisions relating to minimum denominations), plus
(4) cash in lieu of any fractional amount of New Notes (collectively, the "Exchange Consideration").

Full details of the terms and conditions of the Exchange Offers are provided in the Exchange Offer Memorandum to be distributed to Eligible Holders of the Existing Notes. Eligible Holders of the Existing Notes should provide instructions through the clearing systems to participate in the Exchange Offer pursuant to the procedures described in the Exchange Offer Memorandum.

All documentation relating to the Exchange Offer of the Existing Notes and any updates will be available at the following website: https://sites.dfkingltd.com/mie

Information and Exchange Agent:
D.F. King
Tel: +852 3953 7231, +44 207 920 9700
Email: mie@dfkingltd.com

Nothing in this announcement constitutes an offer to buy, or a solicitation of an offer to sell, securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful.

The Existing Notes and New Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offer is not being conducted in a manner eligible for the exchange offer procedures of DTC. To participate in the Exchange Offer, a holder of Existing Notes must either hold such Existing Notes through a direct participant in Euroclear or Clearstream or arrange for the transfer of its Existing Notes so that they are held through such a direct participant. Persons located in the United States are not permitted to tender Existing Notes in the Exchange Offer.

No money, securities, or other consideration is being solicited by these materials or the information herein and, if sent in response to these materials or the information contained herein, will not be accepted.

This has been prepared solely for informational purposes. It is not an offer, recommendation or solicitation to buy or sell, nor is it an official confirmation of terms. It is based on information generally available to the public from sources believed to be reliable. No representation is made that it is accurate or complete or that any returns indicated will be achieved. Changes to assumptions may have a material impact on any returns detailed. Past performance is not indicative of future returns. Price and availability are subject to change without notice. Additional information is available upon request. MiFID II Professionals Only. No KID will be prepared.



Copyright 2019 ACN Newswire. All rights reserved. www.acnnewswire.com

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