Alam Sutera Realty again extends offer of 11½%, 6 5/8% senior notes

By Cady Vishniac

Detroit, Oct. 21 – PT Alam Sutera Realty Tbk. announced that it is extending the early deadline on its offering to exchange its 11½% senior notes due 2021 (ISIN: XS1937702311) and its 6 5/8% senior notes due 2022 (ISIN: XS1504809499) issued by Alam Synergy Pte. Ltd. for new dollar-denominated senior secured notes due 2024 and 2025.

The early deadline will now be 11 a.m. ET on Oct. 26. A previous extension announced Oct. 14 brought the early deadline to 11 a.m. ET on Oct. 20 from 11 a.m. ET on Oct. 13.

As of the expiration deadline, the company received tenders for $323,821,000 of the 2022 notes, 87.52% of the $370 million outstanding.

And, noteholders tendered for exchange $89,995,058 of the 2021 notes, or 78.26% of the $115 million outstanding.

If noteholders exchange prior to the revised early deadline, they are still eligible to receive a cash payment of $5 for each $1,000 in principal amount of existing notes accepted.

The consideration for each $1,000 of 2022 notes exchanged will be $250 of 2024 notes and $750 of the 2025 notes.

For each $1,000 of 2021 notes, the company will exchange $1,000 of 2024 notes, assuming that at least $229,000 of the existing notes are tendered.

If a holder of the 2022 notes tenders less than $600,000 of 2022 notes so that less than the minimum denomination of 2024 notes would be received, the holder will receive $1,000 of 2025 notes for each $1,000 of 2022 notes validly submitted; and an amount in cash equal to accrued and unpaid interest on the existing notes.

The exchange offer is conditional on at least 85% of each of the 2022 notes and the 2021 notes being exchanged and receipt of the requisite consents.

Settlement and delivery are now expected to occur by Nov. 2.

The new notes will be issued by the company on Nov. 3 and guaranteed by the subsidiary guarantors and secured by applicable collateral.

Related consent bid

The company was also conducting a consent solicitation.

The company was seeking consent bids to amend the indentures of the existing notes regarding restrictive covenants, reporting requirements and certain events of default. Holders who validly submit their existing notes for exchange will be deemed to have delivered consents to the proposed amendments.

Accordingly, adequate consents have already been received to put in place the amendments to the indentures.

The execution of the supplemental indenture is now expected to occur on or about Nov. 3.

Details

Morrow Sodali is the tabulation and exchange agent (+44 20 8089 3287, +852 2158 8405, alamsynergy@investor.morrowsodali.com, https://bonds.morrowsodali.com/alamsynergy), and J.P. Morgan (S.E.A.) Ltd. (DCM_SEA@jpmorgan.com) and UBS AG Singapore Branch (ol-liabilitymanagement-sea@ubs.com) are the dealer managers of the exchange offer.

Alam Sutera is a property developer based in Tangerang, Indonesia.

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