#Hong Kong #Tender Offer #Subordinated Notes #FWD Group

FWD Group Holdings Limited Announces Tender Offer

In a strategic move to enhance its capital structure, FWD Group Holdings Limited has recently commenced a tender offer aimed at acquiring all of its outstanding subordinated notes, specifically targeting a principal amount of U.S.$900 million with an interest rate of 8.40% due in 2029. The announcement was made on September 15, 2025, in accordance with relevant regulatory requirements, emphasizing the issuer’s commitment to manage its financing costs effectively.

Overview of the Tender Offer

The tender offer, described in detail in the Tender Offer Memorandum, outlines the terms and conditions under which noteholders can accept the offer. It is designed for the holders of the subordinated notes with ISINs USG37049AB20 and US30332TAB89, which were issued under Regulation S and Rule 144A. The purchase price has been set at U.S.$1,016.5 for each $1,000 of the principal amount, in addition to an accrued interest payment for the accepted notes.

FWD Group has defined a structured timeline for this offer, with the acceptance period starting on September 15 and concluding at 5:00 PM New York City time on September 22, 2025, unless extended. During this time, noteholders must submit their tender instructions through the relevant clearing systems as specified.

Important Conditions and Rationale

The primary rationale behind this offer is to optimize the company's capital structure and reduce overall financing costs. Following the acquisition of the notes, FWD Group also plans to issue new U.S. dollar-denominated subordinated dated capital securities. However, the initiation of this new issuance is contingent on certain market conditions.

The issuer has expressed that if any notes are not tendered by the specified deadlines, it intends to exercise its right to redeem those notes at a premium. This approach underscores the company’s proactive strategies in managing its debt portfolio and capital expenditures.

Next Steps for Noteholders

For noteholders wishing to participate, it is crucial to understand the submission requirements. Each tender must encompass a minimum amount of U.S.$200,000, with multiples of U.S.$1,000 accepted thereafter. This structure is meant to streamline the tender process and ensure that only significant investments are managed under this offer.

Furthermore, the exact results of the offer will be announced on September 23, 2025, at which point the company will confirm whether the conditions for financing have been met and provide details on the aggregate principal amount expected to remain outstanding after the offer concludes.

To facilitate the tendering process, FWD has appointed Morgan Stanley & Co. International Plc and The Hongkong and Shanghai Banking Corporation Limited as Dealer Managers, while Sodali Co Limited serves as the Tender and Information Agent. Noteholders are encouraged to reach out to these organizations should they have any inquiries or require additional information regarding the tender offer.

Conclusion

This tender offer represents a significant development for FWD Group Holdings Limited as it navigates its financial landscape. By optimizing its capital structure through this strategic offer, the company aims not only to reduce financing costs but also to ensure a robust financial footing going forward. Noteholders should remain attentive to the stated deadlines and terms to maximize their opportunity within this offer. For further insights, interested parties are directed to consult the Tender Offer Memorandum available on the designated transaction website.