Offer to Holders (the 'Noteholders') of the Outstanding US$315,000,000 11.75% Senior Secured Notes Due 2014 (the 'Notes') Issued by the Company to Tender Their Notes for Purchase by the Company for Cash and to Solicit Consents to Approve Proposals Relating to the Notes
SINGAPORE, Nov. 29, 2010 /PRNewswire/ -- The Company refers to the Notes, which are listed on the Singapore Exchange Securities Trading Limited.
The Company wishes to make an offer to the Noteholders to purchase for cash in US dollars any and all outstanding Notes (the "Tender Offer") issued pursuant to the indenture, dated as of 2 November 2009 (the "Indenture"), among the Company, PT Bukit Makmur Mandiri Utama (a company duly established and existing under the law of the Republic of Indonesia, being the Company's parent company) ("BUMA")) and The Bank of New York Mellon, as trustee (the "Trustee"), upon the terms and subject to the conditions set forth in the Offer to Purchase dated 29 November 2010 (the "Offer to Purchase").
In connection with the Tender Offer and upon the terms and subject to the conditions which are also set forth in the Offer to Purchase, the Company is also seeking consents (the "Consent Solicitation") to the adoption of the Proposals (the "Consents") in relation to certain provisions of the Indenture so as to, among other modifications, (a) eliminate substantially all of the restrictive covenants and certain events of default; and (b) direct the Trustee to execute an Amendment Deed to the Security Sharing Deed (as defined in the Indenture), which would permit BUMA to (i) refinance the Notes; and (ii) repay outstanding indebtedness under the US$285,000,000 Facility Agreement dated 29 October 2009 between, amongst others, the Company as the guarantor, BUMA as the borrower and Sumitomo Mitsui Banking Corporation, Singapore Branch as facility agent (the "Existing Credit Facility"), by entering into a new credit facility as pari passu secured indebtedness (the "New Credit Facility"). A portion of the proceeds of the New Credit Facility will be used to purchase the outstanding Notes pursuant to the Tender Offer and any amounts payable pursuant to the Tax Call (as described below).
The New Credit Facility is arranged through a group of lenders including The Bank of Tokyo-Mitsubishi UFJ, Ltd., Singapore Branch, The Bank of Tokyo-Mitsubishi UFJ, Ltd., Jakarta Branch, ING Bank N.V., Sumitomo Mitsui Banking Corporation, Intesa Sanpaolo S.p.A. Hong Kong Branch, Morgan Stanley Bank International Limited, Barclays Capital, PT Bank Mandiri (Persero) Tbk, Indonesia Eximbank and PT Bank CIMB Niaga Tbk, who have committed to an amount of up to US$600,000,000. The New Credit Facility, which was signed on 29 November 2010, is a five-year term loan facility and will pay lenders a margin of LIBOR + 4.75% to withholding tax lenders and LIBOR + 4.90% to withholding tax neutral lenders. The use of proceeds of the New Credit Facility is to fund the Tender Offer for and Tax Call of the outstanding Notes, as well as the prepayment of the Existing Credit Facility.
Noteholders wishing to participate in the Tender Offer must also deliver their valid Consents to the Proposals in the Consent Solicitation.
The Offer to Purchase will be despatched to the Noteholders today. Unless otherwise defined in this announcement, terms and phrases defined in the Offer to Purchase shall have the same meanings when used herein.
The total consideration (the "Total Consideration") for each US$1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the Tender Offer will be an amount equal to (i) the amount of US$1,005 per US$1,000 principal amount of the Notes (the "Tender Consideration"), plus (ii) an amount equal to US$55 per US$1,000 principal amount of Notes, which will constitute an early consent payment (the "Early Consent Payment") that the Company will pay only for Notes tendered at or prior to the Early Consent Deadline (as defined below) and not validly withdrawn.
The Tender Offer and Consent Solicitation begin on the date of the Offer to Purchase and will expire at 11:59 p.m., New York City time, on 27 December 2010, unless extended (such date and time, as the same may be extended) (the "Expiration Date"). Subject to the terms of the Offer to Purchase, the right to receive the Early Consent Payment by delivering valid Consents will expire at 5:00 p.m., New York City time, on 10 December 2010, unless extended (such date and time, as the same may be extended) (the "Early Consent Deadline"). Noteholders that wish to receive both the Tender Consideration and the Early Consent Payment must validly tender their Notes at or prior to the Early Consent Deadline.
The Company will, subject to the satisfaction of the conditions set forth in the Offer to Purchase, pay the Total Consideration or the Tender Consideration for the Notes, as the case may be, on the Settlement Date which is expected to be 30 December 2010.
The Company currently expects that any Noteholders who do not tender their Notes in the Tender Offer prior to the Expiration Date will have their Notes redeemed pursuant to the Tax Call at 100% of the principal amount of the Notes plus accrued and unpaid interest following the Settlement Date. Further, because the Notes may only be redeemed in whole but not in part under the Tax Call, the Company's current expectation is that there will be no Notes outstanding following the closing of the Tax Call.
THE OFFER TO PURCHASE AND CONSENT SOLICITATION ARE NOT BEING MADE IN GUERNSEY OR MONACO. ACCORDINGLY, THE OFFER TO PURCHASE AND CONSENT SOLICITATION ARE NOT MADE OR MADE AVAILABLE TO HOLDERS OF NOTES WHO ARE GUERNSEY OR MONACO RESIDENTS AND/OR PERSONS LOCATED IN GUERNSEY OR MONACO AND THEY MAY NOT TENDER NOTES OR DELIVER CONSENTS, AND ANY TENDERS OF NOTES OR DELIVERY OF CONSENTS FROM OR ON BEHALF OF SUCH ANY HOLDER IN GUERNSEY OR MONACO SHALL BE INEFFECTIVE AND VOID. THE OFFER TO PURCHASE AND CONSENT SOLICITATION STATEMENT MAY NOT BE DISTRIBUTED NOR MADE AVAILABLE IN GUERNSEY OR MONACO.
BY ORDER OF THE BOARD
For and on behalf of the Company
Kenneth Wong
Director
29 November 2010
SOURCE PRIME DIG PTE. LTD.
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