Bumi now set to settle exchange for 12%, 10¾% notes on or by Dec. 11

By Wendy Van Sickle

Columbus, Ohio, Nov. 16 – Indonesia’s PT Bumi Resources Tbk. said it is extending the effective date for settlement of the new loans and new securities in the exchange offers by two of its subsidiaries that lasted from June 8 until Sept. 11.

Settlement is now scheduled to occur on or by Dec. 11.

As previously announced, the exchange was made up of two separate offers, one by Bumi Capital Pte. Ltd. for its $300 million of 12% guaranteed senior secured notes due 2016, the other by Bumi Investment Pte. Ltd. for its $700 million of 10¾% guaranteed senior secured notes due 2017.

Settlement for the issue of new loans and new securities under the exchange was initially set for Sept. 29, but was extended previously.

The company announced the results of the exchange on Sept. 22.

In exchange, the issuer was offering the following options:

• Loans in equal parts under tranche A and tranche B of the senior facilities agreement to be entered into with Bank of China Ltd., Jakarta Branch as facility agent and Bank of New York Mellon as the offshore security agent; and

• Notes in equal parts as series A and series B guaranteed senior secured notes due 2022 to be issued by Eterna Capital Pte. Ltd. and guaranteed by the company, with mandatory convertible bonds due 2024 to be issued by Innovate Capital Pte. Ltd.; contingent value rights due 2022 to be issued by the company; and common shares in the capital of the company.

The exchange was mandated by the court under the terms of the composition agreement.

12% notes exchange

In exchange for the 12% notes, holders will receive for each $1,000 principal amount:

• $199.066810 of tranche A loans or series A notes; and

• $210.037603 of tranche B loans or series B notes;

• $132.499322 of mandatory convertible bonds;

• $5.476639 of mandatory convertible bonds for deemed finance charges;

• $33.429090 of contingent value rights; and

• 10,065.537307 common shares in the company.

The ratios take into account capitalized interest of $70.5 million on the existing notes for the period up to April 25, 2016, representing an increase of 23.5% of the outstanding principal amount of the notes as well as capitalization of interest payable on the new tranche B loans and series B notes for the period from Jan. 21, 2017 to but excluding Sept. 29.

Holders who elected to receive their allotment of senior secured debt in the form of loans have already been contacted by the Bank of China, Jakarta Branch as the facility agent for the new senior secured loans, the notice added.

10% notes exchange

In exchange for the 10% notes, holders will receive for each $1,000 principal amount:

• $196.757570 of tranche A loans or series A notes; and

• $207.601098 of tranche B loans or series B notes;

• $130.962286 of mandatory convertible bonds;

• $5.413108 of mandatory convertible bonds or deemed finance charges;

• $33.041302 of contingent value rights; and

• 9,948.773814 ordinary shares in the company.

The ratios take into account capitalized interest of $154,471,528 on the existing notes for the period up to April 25, 2016, representing an increase of 22.06736% of the outstanding principal amount of the notes as well as capitalization of interest payable on the new tranche B loans and series B notes for the period from Jan. 21, 2017 to but excluding Sept. 29.

Bumi noted that the amounts actually received by a holder may differ slightly from those calculated using the ratios as a result of rounding.

The company said on Aug. 25 that it had extended the exchange offers and that holders had tendered 95% of the 12% notes and 94% of the 10¾% notes. The offers also had been pushed back from 11 a.m. ET on Aug. 4 and 11 a.m. ET on July 21.

Bumi Resources is a coal and mineral mining company based in Jakarta, Indonesia. The subsidiaries’ Chapter 15 case number is 14-13296. It began the Chapter 15 cases on Dec. 1, 2014.

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