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Rockwell seeks bondholders’ consent on amendment

MANILA, Philippines — High-end property developer Rockwell Land Corp. announces that it will conduct a consent solicitation exercise for its seven-year and one-quarter P5 billion fixed rate bonds due on Feb.15, 2021.

The consent solicitation seeks to amend the bond trust indenture to remove the debt service coverage ratio covenant under the bonds. Bondholders that consent to the proposed amendment will have the option to either receive an incentive fee or sell their bonds to Rockwell.

The proposed amendment will align the financial covenants of the bonds with Rockwell’s other existing debt facilities that do not have a DSCR covenant.

Rockwell maintains its financial capability to service all of its outstanding obligations.

Provided that the conditions set forth by Rockwell are met, bondholders who provide their consents shall be paid an incentive fee of P1.25 for each P1,000 of the principal amount of the bonds. Alternatively, bondholders who provide their consents and opt to sell their bonds to Rockwell shall receive the sum of: a) the outstanding principal amount of the bonds being sold multiplied by the tender price of 101 percent. And, b) accrued interest computed from the last interest payment date up to the bonds sale proceeds payment date, which is no later than Aug. 17 (bonds sale proceeds).

Consenting bondholders that elect to receive the bonds sale proceeds shall receive an additional notice for the execution of the sale of the bonds to Rockwell after the conclusion of the consent solicitation.

The exercise shall commence on June 2 and will expire on June 24, on or before 12:00 nn, Philippine Standard Time or such earlier or later time and date as Rockwell may in its sole discretion determine. Each bondholder of record shall be receiving a copy of the Issuer’s Consent Solicitation Letter explaining in detail the proposed amendment and the terms and conditions of the exercise. Consent forms may be filled up electronically or delivered physically to First Metro Investment Corp. or Metropolitan Bank and Trust Co.-Trust Banking Group.

Rockwell has appointed First Metro Investment Corp. as advisor for this consent solicitation exercise.

Rockwell recorded a consolidated net income after tax of P3 billion in 2019, 20 percent higher than previous year. Reservation sales in 2019 grew by 13 percent  to P16.7 billion. On the 1st quarter of 2020, reservation sales was recorded at P3.2 billion, nine percent lower than previous year. Given the 2.5-month lockdown and considering new safety protocols in construction, the company also expects to reduce capex in 2020 by half from P18 billion to around P9 billion. 2019 capex was at P11.1 billion.