Indonesia-based Lippo Karawaci’s Theta unit seeks consents to modify notes due 2025, 2026

By Rebecca Melvin

New York, Sept. 18 – Theta Capital Pte. Ltd. is soliciting consents from holders of its $420 million 8 1/8% notes due 2025 (ISIN: XS2099273737) and $417.03 million 6¾% notes due 2026 (ISIN XS1506085114), guaranteed by parent company PT Lippo Karawaci Tbk., according to a notice on Friday.

Theta Capital is seeking to waive certain covenants under the 2025 notes and certain terms and conditions of the 2026 notes and its governing trust deed to allow the company to proceed with its proposed divestment of Lippo Mall Puri and the potential funding of LMIR Trust by the company.

Valid consents received prior to 11 a.m. ET on Sept. 30 will be eligible for an early consent fee of $3 per $1,000 principal amount of the 2025 and 2026 notes.

The expiration date of the 2025 notes’ consent solicitation is 11 a.m. ET on Sept. 30, and the expiration date of the 2026 notes’ consent solicitation for the 2026 notes is 4 a.m. ET on Oct. 9.

Holders of the notes who deliver valid consents will not be able to revoke the consents.

A meeting of the 2026 noteholders is being proposed to be held on Oct. 13 in Hong Kong, but it may become impossible or inadvisable to hold anything more than videoconference call in light of ongoing developments of the Covid-19 coronavirus pandemic.

Morrow Sodali Ltd. (+44 20 8089 3287; 203 609-4910; +852 2158 8405; lippokarawaci@investor.morrowsodali.com) is the information and tabulation agent for the consent solicitations.

Joint consent solicitation agents are BNP Paribas (+44 20 7595 8668/+65 6210 3321; asia_syndicate@bnpparibas.com /liability.management@bnpparibas.com), CIMB Investment Bank Bhd. (+603 2261 8888; cimb.projecthermesxiv@cimbn iaga-ibk.co.id), Credit Suisse (Singapore) Ltd. (+65 6212 2764 /+852 2101 6541; list.lippokarawaciconsent@credit-suisse.com), Deutsche Bank AG Singapore Branch (+65 6423 5342; dcm.sea@list.db.com), Nomura International (Hong Kong) Ltd. +852 2536 7056; liability.management@nomura.com).

The issuer is a Tangerang, Indonesia-based residential and commercial urban developer.

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