Arpeni extends reverse Dutch auction, exchange offers for 8¾% notes

By Susanna Moon

Chicago, Dec. 15 - PT Arpeni Pratama Ocean Line Tbk. and Arpeni Pratama Ocean Line Investment BV extended the exchange offer and reverse Dutch auction tender offer for Arpeni Pratama Ocean Line Investment's $140.85 million of 8¾% guaranteed senior secured notes due 2012.

The offers will now run until 5 p.m. ET on Jan. 13, extended from 5 p.m. ET on Dec. 19, according to a company press release. Settlement will occur within 14 calendar days after the offers expire. They began on Nov. 18.

The companies previously said that they are also seeking consents to amendments to the note indenture and security documents to eliminate substantially all of the restrictive covenants, the reporting requirements and some of the events of default.

The company also expects to retire at least $115 million of its debt in the offer, which is conditioned on one or more equity investors subscribing to Arpeni's shares in order to finance the offer. Arpeni said that it will also make up to $27 million of funds available to fund costs and fees associated with both offers.

As previously noted, the offers and solicitation are a result of the company's Indonesian law temporary suspension of debt payment that was ratified by the Commercial Court at the Central Jakarta District Court on Nov. 10.

Exchange offer terms

In the exchange offer, holders may tender their notes for a like amount of new floating-rate guaranteed secured notes due June 30, 2021 plus warrants to purchase 8,700 ordinary shares of Arpeni for each $1,000 principal amount of existing notes.

Arpeni will also pay a $5.00 restructuring fee to participating holders.

Tender offer terms

Noteholders may submit one or multiple bids in the reverse Dutch auction offer. There is a minimum tender amount of $100,000.

Arpeni said that it will not accept any bid price that exceeds $350, and the bid price will represent the discounted amount the holder is prepared to accept as full and final payment for each $1,000 of existing notes.

Bid prices are to be expressed in increments of $2.50.

The tender offer is also open to some holders of Arpeni's secured and unsecured loans, including outstanding rupiah bonds, derivatives and certain major trade creditors holding claims of $388.5 million, according to a previous news release.

The $5.00 restructuring fee also applies to the tender offer.

Arpeni said that it is seeking tenders from holders of at least 80% of the notes.

Bondholders Communications Group, LLC is the exchange and information agent (212 809-2663 or 44 20 7382 4580; aoeters@bondcom.com).

Arpeni Pratama is a Jakarta, Indonesia-based ocean shipping firm.

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