Indonesia’s Modernland gets needed consents to amend 11% notes

By Marisa Wong

Madison, Wis., July 29 – Indonesia’s PT Modernland Realty Tbk announced the early results of Marquee Land Pte. Ltd.’s exchange offer to exchange Modernland Overseas Pte. Ltd.’s $150 million 11% guaranteed senior notes due 2016 for Marquee’s new dollar-denominated guaranteed senior notes due 2019 and the related consent solicitation to amend some provisions of the 11% notes.

As of 11:59 p.m. ET on July 25, the early exchange deadline, holders tendered $91,552,000, or 61%, of the outstanding 11% notes.

As of the early exchange deadline, which is also the expiration time of the consent solicitation, holders of $10.55 million, or 17.8%, of the 11% notes consented to the proposed amendments without tendering their notes. Those consents together with the consents delivered under the exchange offer made up the majority necessary to amend the notes.

Holders who tendered their notes for exchange by the early exchange deadline are eligible to receive an early exchange fee of $10 per $1,000 principal amount of notes. The total consideration for holders who tendered their notes by the early deadline is $1,070 per $1,000 of notes.

Holders who consented to the changes by the consent solicitation deadline will receive a consent fee of $5 per $1,000 of notes.

The exchange offer will remain open until the expiration deadline at 11:59 p.m. ET on Aug. 12.

As previously announced, the purpose of the exchange offer is to refinance the existing 11% notes, and the purpose of the consent solicitation is to adopt proposed amendments that would align the terms of the old notes with those of the new notes.

Concurrently, the new 2019 notes will also be offered to new investors for cash. These 2019 notes and the new notes issued in the exchange offer are expected to be consolidated and form a single class of notes.

The interest rate on the new notes will be 9¾%. The company said it expects to announce any increase in the coupon on the pricing date for the concurrent offer, which was expected to take place on July 29.

The exchange offer is only being made to and the new notes (under the exchange offer and concurrent offer) are being offered only to eligible holders who have provided certain certifications. All holders of the 11% notes are eligible to participate in the consent solicitation.

D.F. King & Co., Inc. (212 269-5550, 44 207 920 9700, modernland@dfking.com) is the information and exchange agent.

Modernland Realty is a real estate development and leasing company based in Jakarta. The exchange offer began on July 14.

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