Lippo Malls Indonesia accepts tenders of $90 million 2024, 2026 notes

By Mary-Katherine Stinson

Lexington, Ky., Jan. 25 – Lippo Malls Indonesia Retail Trust (LMIR Trust) concluded its separate tender offers for the $250 million 7¼% senior notes due 2024 (ISIN: XS2010198260) and the $200 million 7½% senior notes due 2026 (ISIN: XS2295115997) issued by LMIRT Capital Pte. Ltd. and guaranteed by Perpetual (Asia) Ltd., the trustee of LMIR Trust, according to multiple notices.

As of the expiration date of 11 a.m. ET on Jan. 24, holders tendered:

• $49,846,000, or 26.5%, in aggregate outstanding principal amount of the 2024 notes; and

• $66,649,000, or 46.6%, in aggregate outstanding principal amount of the 2026 notes.

As previously reported, LMIRT Management Ltd., as manager of LMIR Trust, announced that LMIRT Capital was inviting holders of each series of its outstanding notes to tender their notes for purchase up to an aggregate principal amount that it can purchase for an amount equal to all or part of the net proceeds of a credit facility.

The company has set the acceptance consideration at $90 million.

As the total tendered notes would exceed the acceptance consideration, the company will accept for purchase all the tendered 2024 notes and $28,435,000 in aggregate principal amount of the 2026 notes, representing approximately 19.9% of the total outstanding principal.

In addition to the purchase price, the issuer will pay accrued interest.

Pricing will be determined through an unmodified Dutch auction procedure.

As of Jan. 16, the aggregate principal amount of 2024 notes outstanding was $188.29 million, and the aggregate principal amount of 2026 notes outstanding was $143,155,000. Following settlement and cancellation, $138,444,000 in aggregate principal amount of the 2024 notes and $114.72 million in aggregate principal amount of the 2026 notes will remain outstanding.

The company had previously announced it would prioritize the 2024 notes offer over the 2026 notes offer and expected to allocate at least 80% of the acceptance consideration for purchasing tendered 2024 notes and the remaining acceptance consideration for purchasing tendered 2026 notes.

Settlement is expected to occur on Jan. 29.

The offers are subject to a financing condition.

Deutsche Bank AG, Singapore Branch is the dealer manager and consent solicitation agent.

All documentation with details relating to the tender offers are available through Morrow Sodali Ltd., the information and tender agent (https://projects.morrowsodali.com/LMIRT).

LMIRT Trust pursued similar tender offers, along with related consent solicitations, for the two-note series in December, as previously reported.

The Indonesian real estate investment trust is based in Singapore.

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