Indonesian firm Melli Darsa & Co and US firm Jones Day have teamed up to advise PT Bukit Makmur Mandiri (BUMA), one of Indonesia’s largest coal mining contractors, on its US$320m tender offer.

In addition to its tender offer, the deal involved consent solicitation to purchase for cash all guaranteed senior secured notes due 2014 – issued by its wholly-owned subsidiary, Prime Dig. The offer was accepted by approximately US$315m of the aggregate principal amount, and was followed by a tax call of the US$15m outstanding.

"The US$320m debt tender and tax call marked the culmination of a 6 month refinancing effort (August – January).  On the securities side, the main issue was to ensure a complex debt tender exercise resonated simply to a relatively small but sophisticated institutional bond investor base,” said Jones Day's Singapore based capital markets partner, Joe Bauerschmidt said.

According to Bauerschmidt, the company made clear at the outset that if investors rejected what it deems a “fairly-priced” tender offer, the remaining bonds would be called at par – a hand few investors wanted the company to play. “In my 17 years of participating in high-yield debt tenders across the globe, this transaction was the most well-managed by the company and deal managers – the execution was flawless.” Skadden acted as international counsel to the deal managers, Morgan Stanley, Credit Suisse and ING.

Last year, Jones Day acted on another large offering: the US$550m rights offering by an Indonesia-based property developer, PT Bumi Serpong Dumai. On this occasion the firm advised the underwriters to the transaction, Macquarie Securities.ALB

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