Indonesia’s Bukit Makmur Mandiri Utama tenders for 7¾% notes due 2022

By Cady Vishniac

Detroit, Jan. 22 – PT Bukit Makmur Mandiri Utama (BUMA) has launched a capped cash tender offer and simultaneous consent solicitations for its 7¾% senior notes due 2022 (ISINs: US74445NAA54, USY71300AA84), according to a market source.

Capped tender offer

Notes validly tendered before the early deadline, 5 p.m. ET on Feb. 5, will be repurchased at par plus accrued interest and a payment of $19.38 per $1,000 of principal tendered. Although an expiration deadline of 5 p.m. ET on Feb. 24 has been announced, the company does not anticipate accepting tenders after the early deadline.

If any notes are validly tendered and accepted between the early deadline and the expiration deadline, they will be repurchased at par plus accrued interest.

Holders may withdraw their notes prior to the early deadline. The company also expects to announce the maximum amount of notes it will accept for purchase on or about the time of the early deadline. This cap will be equal to the proceeds of a new issue of 2026 notes minus the $53.3 million in outstanding bank loans the company plans to refinance using those proceeds.

Settlement for notes validly tendered by the early deadline will take place on Feb. 10. Settlement for notes tendered by the final deadline will be on March 1.

Holders who commit to tendering their 2022 notes will also receive priority allocation in the allotment of the company’s new notes due 2026.

There are currently $337.3 million of the 2022 notes outstanding.

Consent solicitations

The changes to the existing indenture of the 2022 notes proposed by Bukit Makmur Mandiri Utama would:

• Delete language regarding credit facilities that have been or will be refinanced;

• Allow for the acquisition of a coal mining services provider in Australia;

• Change the consolidated debt-to-EBIDTA ratio to refer to net debt and discount cash and temporary cash investments in the calculation of the ratio;

• Allow for the issue of the new 2026 notes; and

• Better define permitted businesses and allow for new permitted holders.

Holders who tender their notes will be considered to have consented to the notes’ proposed amendments. Consents may not be delivered without tendering notes. Holders representing a majority of the outstanding principal amount must tender their notes and deliver their consents for the amendment to pass.

Morrow Sodali Ltd. (+44 20 8089 3287, +852 2319 4130, 203 609-4910, buma@investor.morrowsodali.com, https://bonds.morrowsodali.com/buma) is the tender and information agent.

The dealer managers are J.P. Morgan (S.E.A.) Ltd. (DCM_SEA@jpmorgan.com) and UBS AG Singapore Branch (+65 6495 8623, ol-liabilitymanagement-sea@ubs.com).

Bukit Makmur Mandiri Utama is a coal mining company based in Jakarta, Indonesia.

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