Corporate
Transforming organizations, whether by taking a private company public
or through strategic initiatives, requires well developed project and
organization management capabilities combined with the right network
connections to accelerate value capture, by quickly identifying
opportunities and matching them with the necessary resources or
partners.
For example, consider the transformation of a private to a public
company. The company will be subject to greater scrutiny and regulatory
reporting requirements which will require substantial effort to
maintain. We can support our clients in this transition by assessing the
sufficiency of: (1) accounting and reporting policies, processes and accounting systems; (2) finance and tax staff; (3) financial statements and
disclosures; and (4) internal control environment.
Another transformation example to consider is the spinning off a
strategic business unit to create a new operating subsidiary. In a
situation like this there are numerous challenges faced by management,
such as conflicting stakeholder interests, employee anxiety, regulatory
compliance, and maximizing the impact to shareholders’ value.
Our corporate initiative management and support services include:
-
Assessing current performance through a detailed commercial and
financial due diligence and industry benchmarking
-
Working with management on strategic initiatives to refine needs and,
as necessary, identify value opportunities that can be captured with
the right strategic partner
-
Identifying prospective partners, outreach and relationship
management, negotiate key terms and conditions, as well as managing
the execution and closing process
-
Conducting and preparing financial analysis, modelling and valuation
impact of the corporate initiative
-
Assessing current state and provide actionable recommendations to
ensure a clear path forward for transforming from a private to public
company
- Managing external accountants and other professional advisors
-
Managing large scale long term complex projects involving multiple
stakeholders including multilateral institutions
- Developing project management monitoring and tracking tools
- Creating and supervising a Project Management Office
Case Study
Project Prospectus
July 2017
- Type of Case
:
- Corporate Initiative Management and Support
- Title
:
- Post-PKPU Implementation – Issuance of Creditors’ Equity Shares and MCB
- Status
:
- Closed July 2017
- Value
:
- USD 2.6
billion
PROJECT OVERVIEW
-
An Indonesian largest coal mining and mineral company listed in Indonesian Stock Exchange (IDX) successfully restructured its USD 7 billion (or equivalent IDR 93 trillion) debts via PKPU of which AJCapital was also involved in the restructuring process.
-
As part of its restructuring plan, the Company shall (a) convert its USD 2 billion debts into 28.75 billion of new shares; and (b) exchange its USD 639 million debts with Mandatory Convertible Bond (MCB).
-
Our objective was to support and advise the Company in its post-PKPU implementation process of issuing new shares and MCBs, drafting prospectus, and overall project management.
PROJECT ISSUES
-
Indonesian capital market laws and regulations state that shares issued without pre-emptive rights are subject to a minimum of 1-year trading lock up period following its listing. Major creditors of the Company rejected the 1-year trading lock-up period. The Company then had to issue the shares with pre-emptive rights as regulated by the Financial Services Authority (OJK) regulation with substantial additional disclosures and requirements.
-
This project involved a large number of professionals from legal counsels, notary, auditors, and underwriters with a tight deadline as predetermined by the ratified Composition Plan.
-
Due to the unique nature of the MCB terms, the prospective Indonesian trustee as well as Indonesian Central Securities Depository (KSEI) required detailed explanation in multiple meetings for them to be adequately comfortable.
-
Due to the high-profile of the Company as a listed company/issuer, multiple correspondences with IDX were also made and clarifications in relation to the shares and MCB issuance were requested. OJK also reviewed the Company’s submissions very closely, resulting in substantial follow-up information requests and inquiries.
WHAT WE DID
-
Led preparation of the prospectus from creating first submission’s draft up to the final version, including incorporate changes requested by the OJK, developments in the engagement of offshore and on shore trustees agreements, and finalization of standby buyer documentation.
-
Coordinated and worked closely together with Company, the legal counsel, notary, auditors, and the underwriter to ensure all the registration statements documentation are prepared for submission to OJK and IDX.
-
Took charge in providing clarification to OJK, IDX, KSEI and the trustee’s inquiries regarding the commercial terms and mechanics of the shares conversion and MCB.
PROJECT OUTCOME
-
OJK accepted the final revision of the Company’s prospectus and promptly issued the Effective Statement. The new shares and MCB were successfully issued to the creditors within the deadline required in the Composition Plan.
close
Case Study
Project Debt Buy Back
October 2015
Read More
USD 290
million