31 January 2005 – Client: Instructed by Citigroup Global Markets Limited (“Citigroup”) as Sole Book-runner and Lead Manager.
Deal description Advising Citigroup in connection with the issue by City Telecom (H.K.) Limited (the “Issuer”) of US$125,000,000 8.75% Senior Notes due 2015. The Issuer is a Hong Kong company and provides international telecommunications services, high-speed broadband Internet access services, fixed line local telephony through voice-over-Internet-Protocol technology, pay television and corporate data services in Hong Kong. The Notes were sold in the United States, Asia and Europe, in accordance with the provisions of Regulation S and Rule 144A. The Issuer has agreed to exchange the notes for SEC registered notes subject to a registration rights agreement.
Financial value of the deal The principal amount of the Notes was US$125,000,000.
Date of Closing 20 January 2005
Interesting / complex aspects This is one of the few high-yield bond offerings by a Hong Kong corporate and one of the first by a Hong Kong telecommunications company in many years. It is also one of the few Asian high yield offerings with registration rights. As such, there were not many comparables we could use as a guide when putting together a covenant package. The covenants include limitations on incurrence debt, dividend payments and distributions, redemption of capital stock, merger and consolidation, asset dispositions and creation of liens. The offering also included registration rights to the bondholders.
Clifford Chance partners / lawyers advising Jon Zonis (Partner – Hong Kong), Connie Heng (Associate – Hong Kong), Dennis Uhlir (Associate – London), Christopher Holland (Associate – Singapore) and Gladys Lam (Trainee – Hong Kong)
As counsel to the Trustee: Evan Cohen (Partner – New York) and Jason Silverstein (Associate – New York)
Other law firms involved (if applicable) and who they represented Jones Day (as United States and Hong Kong counsel to the Issuer and Guarantors)