Indonesia’s Modernland wraps offer to exchange 11% notes for 9¾% notes

By Toni Weeks

San Luis Obispo, Calif., Aug. 13 – Indonesia’s PT Modernland Realty Tbk announced the final results of Marquee Land Pte. Ltd.’s exchange offer to exchange Modernland Overseas Pte. Ltd.’s $150 million of 11% guaranteed senior notes due 2016 for Marquee’s new 9¾% dollar-denominated guaranteed senior notes due 2019.

According to a notice, holders tendered $92,382,000 principal amount of the 11% notes, or 61.59%, of the 11% notes for exchange by the expiration date of the offer, 11:59 p.m. ET on Aug. 12. This compares to the $91,552,000, or 61%, of the outstanding 11% notes that were tendered by the early exchange deadline, 11:59 p.m. on July 25.

The issuer said in the notice that it expects to accept all of the notes tendered, subject to proration if required under the terms of the exchange offer.

The old notes are expected to be exchanged for the new notes on Aug. 15, the settlement date.

Currently with the exchange offer, Marquee issued $98,448,000 principal amount of new notes to investors for cash on Aug. 5. These notes will be consolidated with and form a single class with the notes issued in the exchange offer.

As previously reported, the company also solicited enough consents to amend some provisions of the 11% notes. As of the early exchange deadline, which was 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 were eligible to receive an early exchange fee of $10 per $1,000 principal amount of notes, for a total consideration of $1,065 per $1,000 of notes.

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

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

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

D.F. King & Co., Inc. (212 269-5550, 44 207 920 9700, modernland@dfking.com) was 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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