Indonesia’s Lippo Karawaci starts exchange for 7% notes due 2019, solicits consents for two series

New York, Jan. 18 – PT Lippo Karawaci Tbk. announced an exchange offer for its $250 million of 7% senior notes due 2019 and consent solicitations for its $403,306,000 of 6.125% notes due 2020 and $150 million of 7% senior notes due 2022. All the notes were issued by Theta Capital Pte. Ltd.

The exchange offer is intended to extend the issuer’s debt maturity profile.

Lippo Karawaci is offering holders new senior notes due 2023.

Holders who tender by the early exchange deadline of 8 p.m. ET on Jan. 28 will receive new notes based on a price of $1,022.50 per $1,000 principal amount of existing notes, a payment that includes an early consent fee of $2.50 and an early tender premium of $12.50.

After the early deadline, the price will be $1,008.75 per $1,000 principal amount, including a consent fee of $1.25.

The exchange ends at 8 p.m. ET on Feb. 3.

The minimum yield to maturity on the new notes will be announced at least four business days before the early deadline. The new notes will be issued at a price to be set at or below par.

Holders who tender into the exchange will be deemed to have delivered consents.

The company is also soliciting the consents in order to amend the note indenture to remove substantially all the restrictive covenants and all of the reporting requirements and to amend some events of default and terms and conditions.

There is also a separate consent solicitation.

Holders may participate in either the exchange or the consent solicitation but not both.

A meeting to approve the indenture changes will be held on Feb. 11.

The solicitations for the 6.125% notes due 2020 and 7% notes due 2022 are intended to align the terms and conditions of these notes with the planned new notes due 2023.

Holders who deliver consents by the early deadline of 8 p.m. ET on Jan. 28 will receive an early consent fee of $3.75 per $1,000 principal amount.

Consents given after the early deadline but before the expiration of 8 p.m. ET on Feb. 3 will receive a fee of $1.25 per $1,000 principal amount.

Meetings of noteholders will be held on Feb. 11.

Citigroup Global Markets Singapore Pte. Ltd. (+852 2501 7600 or liabilitymanagement.asia@citi.com), Deutsche Bank AG, Singapore Branch (+65 6423 5934, +44 207 545 8011 or liability.management@db.com) and UBS AG, Singapore Branch (+65 6495 3818, +65 6495 8623 or ol-lm-asia@ubs.com) are joint dealer managers and solicitation agents for all the offers.

D.F.King (+44 20 7920 9700, +852 3953 7230, lippokarawaci@dfkingltd.com or sites.dfkingltd.com/lippokarawaci) is tabulation agent.

Lippo Karawaci is a Tangerang, Indonesia-based residential and commercial urban developer.

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