Indonesia’s Lippo lifts exchange price, gets needed majority consents

By Susanna Moon

Chicago, Feb. 1 – PT Lippo Karawaci Tbk. said investors had tendered for exchange $91,884,000, or 36.75%, of its $250 million of 7% senior notes due 2019 as of 8 p.m. ET on Jan. 28, the early exchange date.

In exchange, Lippo Karawaci is offering holders new senior notes due 2023.

The company also is soliciting consents for $403,306,000 of 6 1/8% notes due 2020 and $150 million of 7% senior notes due 2022. All the notes were issued by Theta Capital Pte. Ltd.

For the exchange, the late exchange price was increased to $1,022.50, including the late consent fee of $1.25, for each $1,000 principal amount of 2019 notes, up from the original amount set at $1,008.75, according to a company news release.

The total late exchange price was amended to be equal to the total early exchange price, so holders will receive new notes based on a price of $1,022.50 per $1,000 principal amount, regardless when the notes are tendered for exchange, the company noted.

The exchange will continue until 8 p.m. ET on Feb. 3. The offer began on Jan. 18.

The exchange offer is intended to extend the issuer’s debt maturity profile, as previously noted.

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.

In the consent fee offer, holders who have delivered consents may revoke those consents if they tender the notes for exchange under the terms of the exchange offer, the company said.

As of 8 p.m. ET on Jan. 28, the company had received electronic instructions from holders of both note series for the required quorum and the two-thirds majority votes in favor of the consent solicitation.

The solicitations for the 6 1/8% 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, the company previously said.

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 will receive a fee of $1.25 per $1,000 principal amount.

The solicitation will run until 8 p.m. ET on Feb. 3, with settlement set for Feb. 16.

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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