Bumi says over 90 percent of creditors agree to exchange exiting debts

IDX-listed coal giant PT Bumi Resources Tbk said that over 90 percent of creditors which have provided certain loans to the company have agreed to proposed exchange of existing debts for new loans/securities as part of debt restructuring program (the composition agreement) approved by the Central Jakarta Commercial Court in November of last year.

?As of 18 August 2017, creditors representing more than 98% of such existing debts in total have responded to the exchanges by submitting a notice of elections to The Bank of New York Mellon or The Bank of New York Mellon, London Branch, as the case may be (in each case, the "Exchange Agent") to exchange their existing debt,? Bumi said in a statement on Thursday.

?For the 2016 Notes, 2017 Notes and Enercoal Bonds, creditors representing 95%, 94% and 98%, respectively, of the outstanding amount of such securities responded by submitting a notice of elections to the Exchange Agent,? it added.

The company said that in an effort to allow holders of the 2016 Notes, 2017 Notes and Enercoal Bonds that have not yet submitted a notice of elections, the opportunity to participate in the Exchanges, the company will allow such holders to submit a notice of elections until 11 September 2017.

?In accordance with the terms of the exchanges, the company hereby extend the expiry time to 4:00 PM London time on 11 September 2017 to allow holders of the 2016 Notes, 2017 Notes and Enercoal Bonds additional time to submit their electronic instructions and notices of elections,? the statement said.

The company said it does not intend to hereafter extend the expiry time, and settlement of the new securities for the exchanges is expected to occur approximately 14 calendar days after the expiry time (the Effective Date).

Pursuant to the composition agreement, on 8 June 2017 the company commenced four exchanges each pursuant to an exchange memorandum to exchange existing debt of the company for new loans and/or securities:
(a) to exchange the existing debt (the CFL Loan) under the US$1,900,000,000 term loan granted pursuant to a loan agreement made between, amongst others, the company and Country Forest Limited, dated 18 September 2009, as amended and restated on 24 September 2009, 28 October 2009 and 5 November 2009;
(b) to exchange the existing debt (the CDB Loan) under the US$600,000,000 term loan granted pursuant to a loan agreement made between, amongst others, the company and China Development Bank, dated 6 February 2012, as amended on 15 August 2014;
(c) to exchange the existing debt (the Enercoal Bonds) under the US$375,000,000 9.25% guaranteed convertible bonds due 2014 issued by Enercoal Resources Pte. Ltd.; and
(d) to exchange the existing debt (the Total Remaining Debt) under (i) various syndicated loans, (ii) the US$300,000,000 12% guaranteed senior secured notes due 2016 issued by Bumi Capital Pte. Ltd. (the 2016 Notes) and (iii) the US$700,000,000 10.75% guaranteed senior secured notes due 2017 issued by Bumi Investment Pte. Ltd. (the 2017 Notes).

Bumi said in the statement that the exchanges are mandated by the court in accordance with the terms of the composition agreement and no securities are being solicited for purchase or offered for sale pursuant to any of the exchanges. Holders of the above existing debt are entitled to receive new debt and/or securities if they have submitted a duly completed notice of elections for the exchange of their existing debt.

In connection with the exchanges, the company will issue to such holders, in exchange for their existing debt, one or more of the following loans or securities as provided in the relevant Exchange Memorandum:
● new senior secured debt, comprising, (x) loans in equal parts under a tranche A facility and tranche B facility and/or (y) notes in equal parts as series A notes and series B notes;
● a tranche C facility;
● mandatory convertible bonds;
● contingent value rights; and
● ordinary shares in the Company.

Holders of the 2016 Notes, 2017 Notes and Enercoal Bonds that duly submit their notice of elections after the date hereof and prior to the expiry time, as extended, should take note that such holders may receive their new securities after the effective date due to timing constraints and by submitting their notice of elections, such holders waive any claims that they may have to the extent of such delay. The company encourages any holders of the 2016 Notes, 2017 Notes and Enercoal Bonds that have not submitted their notice of elections to do so as soon as possible.

Pursuant to the composition agreement, on the effective date, the debt represented by the 2016 Notes, 2017 Notes and Enercoal Bonds shall be extinguished in full and any holders of the 2016 Notes, 2017 Notes and Enercoal Bonds that have not participated in the Exchanges on or prior to the expiry time shall have forfeited their right to exchange their notes or bonds.

Holders of the 2016 Notes, 2017 Notes and Enercoal Bonds who have not yet submitted a notice of elections should take note of the following:

Holders of the 2016 Notes and 2017 Notes can only participate in the Exchange if: (a) a valid electronic acceptance instruction is submitted on its behalf through The Depository Trust Company?s automated tender offer program and a PDF copy of the duly completed notice of elections is received by email to the Exchange Agent by 4:00 p.m., London time, on 11 September 2017; (b) the Exchange Agent receives the original duly completed notice of elections by 4:00 p.m., London time, on 14 September 2017; and (c) certain other conditions as set out in the Exchange Memorandum are satisfied.

Holders of the Enercoal Bonds can only participate in the Exchange if: (a) its account holder with Euroclear Bank S.A./N.V. and/or Clearstream Banking, S.A. (as the case may be) submits (i) a valid electronic acceptance instruction to the relevant clearing system and (ii) a PDF copy of a duly completed notice of elections by email to Exchange Agent, in each case by 4:00 p.m., London time on 11 September 2017; and (b) certain other conditions as set out in the Exchange Memorandum are satisfied.

Holders of the 2016 Notes, 2017 Notes and Enercoal Bonds who fail to submit a duly completed notice of elections as described above by the expiry time will forfeit their right to receive any new debt and/or securities, and their notes/bonds will be cancelled on the effective date.

Editing by Reiner Simanjuntak