Indonesia-based Lippo’s Theta unit gives final tender results

By Marisa Wong

Los Angeles, Feb. 3 – Theta Capital Pte. Ltd. announced final results of its Jan. 11 tender offers and consent solicitations for its $405 million outstanding 8 1/8% senior notes due 2025 (ISIN: XS2099273737) and its $417.03 million 6¾% senior notes due 2026 (ISIN: XS1506085114) guaranteed by parent company PT Lippo Karawaci Tbk, according to press releases on Friday.

As of the expiration time at 11 a.m. ET on Feb. 1, holders had tendered $116,262,000 aggregate principal amount of the 2025 notes and $108,466,000 aggregate principal amount of the 2026 notes. The issuer has decided to accept for purchase all of the tendered notes without proration.

After settlement, $288,738,000, or 71.29%, of the 2025 notes and $308,564,000, or 73.99%, of the 2026 notes will remain outstanding.

Early results

As of the early offer and consent deadline at 11 a.m. ET on Jan. 20, holders had tendered $116,262,000, or 28.71%, of the 2025 notes and $107,966,000, or 25.89%, of the 2026 notes, as previously reported.

In addition, the issuer confirmed that as of the early deadline it had received consents from holders of not less than a majority in aggregate principal amount of 2025 notes and consents from holders of more than 66 2/3% in principal amount of the 2026 notes.

Because the amount of notes tendered was less than the maximum acceptance amount, the issuer accepted for purchase all early tendered notes without proration.

For the notes due 2025, Theta offered $870 per $1,000 note, inclusive of a $30 early tender consideration that will only be paid to noteholders who tendered by the early deadline.

For the 2026 notes, the issuer will pay $700 per $1,000 note, similarly inclusive of the $30 early tender payment.

Theta will be paying for the tender offers with the proceeds from a credit facility. The maximum acceptance amount is based on the size of the credit facility. The issuer had reserved the right to increase, decrease or waive the offer cap.

Consents

Concurrently with the tender offers, Theta solicited consents for proposed waivers and amendments.

Noteholders could deliver consents without tendering their notes.

Instruction fees for favorable instructions are $5 per $1,000 note for instructions delivered by the early deadline. Favorable instructions delivered after the early deadline will be compensated with $1 per $1,000 note.

Noteholders who tendered their notes were deemed to have delivered voting instructions in favor and are also eligible for the relevant instruction fee.

Details

The consent settlement date is planned for Feb. 6, and the tender settlement date is expected to be Feb. 10.

The joint dealer managers and solicitation agents are BNI Securities Pte. Ltd. (+65 6911 3752, +65 6911 3759, liabilitymgmt@bnisecurities.com.sg), CIMB Investment Bank Bhd. (+603 2261 8888, projecthermesxvi.cimb@cimbniaga-ibk.co.id) and Deutsche Bank AG, Singapore Branch (+62 6423 4229, dcm.sea@list.db.com).

Morrow Sodali Ltd. is the tabulation, information and tender agent (+44 20 4513 6933, 203 609-4910, +852 2319 4130, lippokarawaci@investor.morrowsodali.com).

Full details can be found at https://projects.morrowsodali.com/ lippotender or https://projects.morrowsodali.com/ lippoconsent.

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

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