Withers KhattarWong LLP, the Singapore office of international law firm Withers, recently represented Blue Ocean Resources Limited (BOR) in the successful restructuring of its US$162,465,275 guaranteed senior secured notes due in 2021 issued by BOR and guaranteed by its IDX-listed parent, PT Central Proteina Prima Tbk (CPRO) and certain of its subsidiaries, by way of a scheme of arrangement in Singapore.
The team was led by Singapore-based corporate partner Erlene Tan, with the support of private client and tax partner Chua Yee Hoong and senior associate Yap Ling Man. The team prepared and reviewed, negotiated and advised on all documents related to the scheme including the scheme document itself and the transaction agreements relating to the restructured facility and its related security documents.
The transaction involved significant elements including a complicated existing structure comprising two significant debts which were “stapled” together at the outset notwithstanding that they were issued by two separate legal entities. It also involved managing multiple counterparties and processes, often at the same time, in order to meet the timelines imposed by the scheme. As one of the lenders had structured its new money investment by way of a Singapore incorporated variable capital company (VCC), the team was also closely involved in the establishment of the VCC and review of the VCC fund documentation in order to ensure that they were consistent with the group’s interests.
Erlene comments: “Our partnership with Blue Ocean Resources Limited highlights the strength of our restructuring practice in Asia and our commitment to managing all aspects of the transaction, including submissions to the courts, regulators and scheme creditors up to sanction and settlement of the scheme of arrangement.”
Mr Martial Nicolas, the director of BOR comments: “The excellent and practical advice provided by the team at Withers KhattarWong has led to an extremely favourable result. The transaction involved substantial complexities which were smoothly navigated by the team. This is a testament to the team’s technical strength and robust network of expertise.”
The successful restructuring has significantly reduced the group’s borrowings and consolidated them in a smaller group of new lenders, hence rendering the administration of the restructured syndicated loan facility much more manageable for the group. The restructured facility would also no longer be a tradeable security instrument, traded through the clearing systems and listed on SGX, thereby reducing the ongoing compliance and administrative costs of the group.