Indonesia’s Lippo gets consents to amend three notes; exchange response falls short

By Susanna Moon

Chicago, Feb. 17 – PT Lippo Karawaci Tbk. said holders had tendered for exchange $100,534,000, or 40.21%, of the $250 million 7% senior notes due 2019 issued by Theta Capital Pte. Ltd.

The amount tendered for exchange failed to meet the minimum new issue condition, according to a company notice.

At the meeting held Feb. 11, holders representing $208,309,000, or 83.32%, of the 2019 notes voted in favor of the measures and consented to remove substantially all of the restrictive covenants and all of the reporting requirements.

The company also was soliciting consents for Theta Capital’s $403,306,000 of 6.125% notes due 2020 and $150 million of 7% senior notes due 2022.

At the meeting last Thursday, holders of $336,234,000, or 83.37%, of the 2020 notes and $128,796,000, or 85.86%, of the 2022 notes also voted for the extraordinary resolutions, according to two more company notices.

The company previously said the solicitations were intended to align the terms and conditions of these notes with the planned new notes due 2023.

Holders who tendered in the exchange offer were deemed to have given consents.

Holders who gave their 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.

For consents given after the early deadline, holders will receive a fee of $1.25 per $1,000 principal amount.

The solicitation ended at 8 p.m. ET on Feb. 3, with settlement set for Feb. 16.

The company said on Feb. 3 that it made an amendment to the exchange offer and consent fee offer for the 7% notes.

Noteholders who delivered consents by the early deadline will be allowed to tender those notes in the exchange offer.

If the exchange offer is completed, holders will receive $1,022.50 principal amount of new notes per $1,000 principal amount of notes tendered for exchange. Otherwise, they will receive the early consent fee of $2.50 per $1,000 principal amount of notes.

Before the change, holders could participate in the exchange offer or the consent fee offer but not both. The restriction still applied to noteholders who gave 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.

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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