PT Pan Brothers Tbk

Project Overview

Our Client is one of the largest Indonesian garment manufacturing group, specializes in the manufacturing of outdoor functional and performance apparel as well as sport-inspired and premium lifestyle apparel for leading global brands.

Challenges

• Following the successful completion of its PKPU restructuring in December 2024, the Group was required under the Composition Plan to issue 3 settlement instruments — New Notes 1, New Notes 2, and Mandatory Convertible Bonds (MCBs) — to noteholders, certain bilateral creditors, and to one syndicate lender as partial settlement.
• Implementation was highly complex due to the instrument selection mechanism, which entitled each noteholder to a different mix and amount of instruments. As a result, the exchange could not be executed directly through the clearing systems and required an initial informal exchange process outside the clearing system, followed by a mandatory exchange.
• Secondary trading of the notes after the PKPU voting process, requiring re-verification of current noteholder ownership before starting the exchange process.
• A trustee transition at the early stage of implementation.
• The need to coordinate a novel off-market exchange process involving the trustee, clearing systems, custodian banks, and legal counsel.

Our Approach

• AJCapital supported the Client throughout the implementation phase, including acting as information agent to the noteholders.
• Led the noteholder identification and verification process through clearing systems and direct outreach to previously identified voting bondholders.
• Coordinate closely with the Client and legal counsel on the drafting and finalization of the 3 instrument documents, and ensure the commercial section aligns with what was agreed under the Composition Plan.
• Acted as information agent, addressing noteholder queries and confirming the allocation and settlement amounts for each instrument.
• Coordinated closely with legal counsel, trustee, clearing systems, and custodians to design and execute the step-by-step process for the informal exchange and subsequent mandatory exchange.
• Together with the legal counsel, developed protocols to address non-responsive noteholders and ensure compliance with the Composition Plan requirements.

Outcome