Medco Energi gives results of any-and-all, capped tender offers

By Marisa Wong

Los Angeles, Nov. 10 – Indonesia’s PT Medco Energi Internasional Tbk. announced results of its Oct. 12 cash tender offers for four series of senior notes issued by Medco Energi’s subsidiaries in an announcement on Friday.

The tender offers are an any-and-all tender offer for one series of notes and capped tender offers for three series of notes. All four series are guaranteed by the parent company.

The tender cap for each of the capped offers is the maximum aggregate purchase price, excluding interest.

The early tender deadline passed at 5 p.m. ET on Oct. 25.

The offers expired at 5 p.m. ET on Nov. 9.

Any-and-all offer

The company offered to purchase any and all of the $235,098,000 outstanding 6¾% senior notes due 2025 issued by Medco Platinum Road Pte. Ltd. (Cusip: 58406HAA8, Y59505AA8) for an early tender consideration of $1,012 or a late consideration $982 per $1,000 principal amount.

As of the expiration time, holders had tendered $201,801,000 of the 2025 notes. The company did not disclose the amounts of early tendered and late tendered notes.

All of the tendered 2025 notes were accepted for purchase.

The outstanding amount of the 2025 notes at the start of the offer reflects $235,398,000 principal amount less $300,000 of the 2025 notes that were previously repurchased but not yet canceled.

In addition to the tender offers, Medco Platinum Road has had the right to redeem the 2025 notes, in whole or in part, since Jan. 30, 2022 and will have the right to redeem the notes during the 12-month period starting on Jan. 30, 2024. According to a previous notice, the company intends to exercise its right to redeem all of the outstanding 2025 notes after Jan. 30, 2024 at a redemption price of 100.844.

Capped offers

Holders had tendered the following under the capped offers:

• $313,666,000 of the $533,606,000 outstanding of the original $650 million of 7 3/8% senior notes due 2026 issued by Medco Oak Tree Pte. Ltd. (Cusip: 58405FAA3, Y59501AA7). The company had offered to purchase the 2026 notes for an early tender consideration of $1,000 or a late consideration of $970 per $1,000 principal amount, up to an aggregate purchase price of $60 million;

• $438,971,000 of the $570,734,000 outstanding of the original $650 million of 6 3/8% senior notes due 2027 issued by Medco Bell Pte. Ltd. (Cusip: 58406LAA9, Y56607AA5). The company had offered to purchase the 2027 notes for an early tender consideration of $962.50 or a late consideration of $932.50 per $1,000 principal amount, up to an aggregate purchase price of $60 million; and

• $264,216,000 of the $372.6 million outstanding of the 6.95% senior notes due 2028 issued by Medco Laurel Tree Pte. Ltd. (Cusip: 58406RAA6, Y59500AA). The company had offered to purchase the 2028 notes for an early tender consideration of $955 or a late consideration of $925 per $1,000 principal amount, up to an aggregate purchase price of $70 million.

Because the amount tendered under each series exceeded the applicable cap, early tendered notes will be accepted on a prorated basis.

The proration factor is 23.201% for the 2026 notes, 18.796% for the 2027 notes and 30.959% for the 2028 notes. The issuers expect to accept for purchase $59,848,000 of the 2026 notes, $62,337,000 of the 2027 notes and $73,183,000 of the 2028 notes.

Given that the capped overs were oversubscribed and that notes tendered before the early deadline were given acceptance priority over notes tendered after the early deadline, no notes tendered after the early deadline will be accepted for purchase.

The early considerations listed above include $30 early tender premiums that were not offered to noteholders tendering after the early deadline.

The outstanding amount of the 2027 notes at the start of the offer reflect $590,095,000 principal amount less $19,361,000 of the 2027 notes that had been previously repurchased but not yet canceled.

The outstanding amount of the 2028 notes at the start of the offer reflect $384.8 million principal amount less $12.2 million of the 2028 notes that had been previously repurchased but not yet canceled.

None of the tender offers are subject to any financing condition but are conditioned on the satisfaction or waiver of some other conditions.

Settlement is planned for Nov. 15.

As previously reported, funding for the offer will come from a combination of cash on hand, which includes proceeds from the parent guarantor’s shelf bonds V phase I in an aggregate amount of Rp 1 trillion issued on July 7, 2023 and borrowings under the parent guarantor’s credit facility agreement signed on Sept. 14 for a maximum amount of Rp 5.25 trillion with a 57-month tenor.

ING Bank NV, Singapore Branch (+65 6232 6289, +44 20 7767 6784, liability.management@ing.com), Mandiri Securities Pte. Ltd. (+65 6589 3890, dcm.group@mandirisekuritas.co.id), Morgan Stanley Asia (Singapore) Pte. (800 624-1808, 212 761-1057, +44 20 7677 5040, +852 2239 1484, debt_advisory@morganstanley.com) and Standard Chartered Bank (Singapore) Ltd. (+44 20 7885 5739, +852 3983 8658, +65 6557 8286, liability_management@sc.com) are the dealer managers for the tender offers.

Morrow Sodali Ltd. is the tender and information agent (+852 2319 4130, +44 20 4513 6933, 203 609-4910, medco@investor.morrowsodali.com; https://projects.morrowsodali.com/medco).

Medco Energi is a Jakarta, Indonesia-based energy and natural resources company.

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