Bayan Resources starts $220 million capped offer for 6 1/8% notes

Chicago, April 28 – Indonesia’s PT Bayan Resources Tbk. started a capped tender offer for up to $220 million of the $400 million outstanding 6 1/8% senior notes due 2028 (Cusips: 69375DAA1, Y711AJAA0), according to a notice.

The company is offering a total consideration of $1,047.50 per $1,000 note which includes an early tender payment of $40. The early tender payment includes a $3.50 consent fee.

Noteholders who tender after the early deadline will only receive the tender offer consideration of $1,007.50 per note.

Interest will also be paid to the relevant settlement date.

The company is additionally soliciting consents to amend the indenture to allow Bayan Resources to make restricted payments in the form of the declaration and payment of dividends up to $125 million so long as no default has occurred.

To amend the indenture, the company must receive consents from noteholders representing a majority of the notes.

The offer may be subject to proration.

Should a noteholder tender notes and subsequently the tendered notes be prorated, consents will be deemed to have been delivered for all of the notes that were tendered. A consent fee will be paid on all of the notes tendered, even for the notes that are returned to the noteholder.

Noteholders who tender their notes before the early deadline will be deemed to have delivered consents. However, noteholders can deliver consents separate from tendering their notes.

The early tender and consent deadline is 5 p.m. ET on May 11.

Initial settlement is scheduled for May 18.

The tender offer will expire at 11:59 p.m. ET on May 25.

Final settlement is expected for May 27.

Morrow Sodali Ltd. is the tender agent for the tender offer, the tabulation agent for the consent solicitation and the information agent for the tender offer and the consent solicitation (+852 2319 4130, +44 20 8089 3287, 203 609-4910, bayan@investor.morrowsodali.com, https://bonds.morrowsodali.com/bayan).

Deutsche Bank AG, Hong Kong Branch is the dealer manager and solicitation agent for the tender offer and the consent solicitation (+852 2203 8652, asiasyn@list.db.com).

The coal producer is based in Jakarta, Indonesia.

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