Case Study
PT Pan Brothers Tbk
November 2025- Type of Case :
- Debt Restructurings and Turnaround Management (PKPU)
- Title :
- Garment Manufacturing
- Status :
- Closed November 2024
- Value :
- USD 220 million
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.
PROJECT ISSUES
- 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.
WHAT WE DID
- 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.
PROJECT OUTCOME
- Issuance of New Notes 1, New Notes 2, and MCB instruments were successfully completed, and overall exchange process was executed within the timeframe mandated under the Composition Plan.
