Indonesia’s Lippo Karawaci makes change to exchange offer for 7% notes

By Angela McDaniels

Tacoma, Wash., Feb. 3 – PT Lippo Karawaci Tbk. made an amendment to the exchange offer and consent fee offer for the $250 million 7% senior notes due 2019 issued by Theta Capital Pte. Ltd.

Noteholders who deliver consents by the early consent deadline, 8 p.m. ET on Jan. 28, will be permitted to tender those notes in the exchange offer, according to a company news release.

If the exchange offer is consummated, such holders will receive $1,022.50 principal amount of new notes per $1,000 principal amount of notes tendered for exchange. If the exchange offer is not consummated, they will receive the early consent fee of $2.50 per $1,000 principal amount of notes.

Prior to the change, holders of the notes could participate in the exchange offer or the consent fee offer but not both. This restriction still applies to noteholders who deliver consents for their 7% notes after the early consent deadline.

As previously reported, holders who exchange will receive new notes due 2023 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.

The new notes will be issued at a price to be set at or below par.

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

Consent fee offers

The company is soliciting consents 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.

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

The company is also holding consent fee offers for Theta Capital’s $403,306,000 of 6.125% notes due 2020 and $150 million of 7% senior notes due 2022. The solicitations 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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