Sidley acted as international counsel to dealer managers J.P. Morgan, Mandiri Securities, Standard Chartered Bank, and UBS AG in connection with the offer to exchange Jababeka International B.V. outstanding 6.50% Guaranteed Senior Notes due 2023 (the 2023 Notes) for PT Kawasan Industri Jababeka Tbk. (KIJA) Guaranteed Senior Secured Notes due 2027 (the New Notes) and solicitation of consents to amend the indenture governing the 2023 Notes (2023 Indenture).
KIJA is a leading integrated industry-based real estate developer in Indonesia listed on the Indonesia Stock Exchange. The exchange consideration comprised cash and New Notes. The New Notes are secured by collateral comprising certain land parcels owned by KIJA, and, subject to certain exceptions, KIJA is required to maintain a minimum collateral size. Pursuant to the successful consent solicitation, the 2023 Indenture was amended to eliminate substantially all of the restrictive covenants and reporting covenants under the 2023 Notes. The deal was completed in December 2022 in challenging market conditions, and the terms of the New Notes were amended after the launch of the exchange offer to incorporate investor feedback (including the addition of the collateral provisions).
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