Indonesia’s Jababeka posts results of offer for 6½% notes, waives minimum conditions

By Mary-Katherine Stinson

Lexington, Ky., Dec. 8 – Indonesia’s PT Kawasan Industri Jababeka Tbk. announced final results in its exchange offer and consent solicitation for its $300 million outstanding 6½% guaranteed senior notes due Oct. 5, 2023 (ISIN: US46638AAC45, USN4717BAD84), according to a notice on Thursday.

As of the expiration time of 11:59 p.m. ET on Dec. 7, noteholders validly tendered a total of $265,518,000 in principal amount of the 2023 notes, or 88.95% of the total principal amount outstanding.

The company also received total consent instructions, including deemed consents, totaling $277.92 million, or 93.1% of the 2023 notes total principal amount outstanding.

As previously reported, the company had already received sufficient consents to amend the notes as of the extended early deadline at 5 p.m. ET on Nov. 25.

The company also announced it has waived compliance with the exchange minimum participation condition. Tendering noteholders that have tendered for exchange on or prior to the expiration will receive the early exchange consideration plus accrued interest.

In addition, due to an extension of the early exchange consideration, noteholders that have validly delivered consent only instructions or deemed consents delivered pursuant to the exchange offer on or prior to the expiration time will receive the early consent fee, as previously reported.

Recap

As previously announced, the issuer was offering to exchange the old 2023 notes for new guaranteed senior notes due 2027 and cash.

At the same time, the company was soliciting consents from holders to amend the terms of the indenture governing the old notes to eliminate substantially all of the restrictive covenants, all of the reporting requirements and some of the events of default.

In conjunction with the exchange offer and consent solicitation, the issuer was also soliciting consents from holders of the 2023 notes under a concurrent consent solicitation, under which holders may choose to deliver consents without tendering their notes for exchange.

Holders who participate in the exchange offer and consent solicitation were not allowed to also separately participate in the concurrent consent solicitation with respect to the same notes tendered under the exchange offer and coupled consent solicitation, the company noted.

For old notes tendered by the exchange deadline and early consent deadline, the issuer was offering an early consideration per $1,000 of old notes an early exchange consideration of $700 of new notes plus $300 of cash consideration and an early consent fee of $2.

Previously announced but no longer relevant, the company was offering a consideration for notes tendered and consents delivered after the early deadline a late exchange consideration of $700 of new notes plus $250 of cash and a late consent fee of $1.

Holders will also receive accrued interest.

Tenders may not be withdrawn and consents may not be revoked.

The dealer managers for the exchange offer and solicitation agents for the consent solicitation are J.P. Morgan Securities plc, Mandiri Securities Pte. Ltd., Standard Chartered Bank (Singapore) Ltd. or UBS AG Singapore Branch.

The information, exchange and tabulation agent is Morrow Sodali Ltd. (+44 20 4513 6933, +852 2319 4130, 203 609-4910; jababeka@investor.morrowsodali.com; https://projects.morrowsodali.com/jababekaexchange; https://projects.morrowsodali.com/jababekaconsent).

Jababeka is an industrial estate developer based in Bekasi, Indonesia.

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