Milbank Advises Sponsor on US$1 Billion Buma Acquisition Finance and Delta Equity Placement
HONG KONG, 19 November, 2009 – Milbank, Tweed, Hadley & McCloy LLP advised Northstar Equity Partners (Northstar), an Indonesian-focused private equity partner firm of TPG Capital, on the complex acquisition financing of its investment in Indonesian mining services company PT Bukit Makmur Mandiri Utama (Buma).
Buma was recently acquired by Jakarta-listed PT Delta Dunia Petroindo Tbk (Delta) through an acquisition financing made up of a senior loan of US$285 million and the issue of US$315 million in high-yield 11.75% Guaranteed Senior Secured Notes due2014 by a finance subsidiary of Buma. The senior loan and high-yield notes enjoy equal security on all secured assets, a structure that added to the complexity of negotiations and execution of the transaction. Buma’s bond was the first acquisitiondollar bond from Asia this year and also a rare high-yield acquisition bond from Indonesia.
In connection with the acquisition, Delta conducted an international equity placement of its secondary shares pursuant to Rule 144A. Concurrent with the equity placement, Northstar acquired a 40% stake in Delta directly from the selling shareholder of Delta. Milbank represented Northstar and advised on all material aspects of the acquisition, financing and equity placement, which had a total value of almost US$1 billion.
“We represented Northstar, which as the incoming largest shareholder in Delta, theholding company of Buma, was a key player and a critical partner in securing the successful completion of this transaction,” said David Zemans, Milbank’s Singapore managing partner. Concurrent with the acquisition financing, Delta completed a US$385 million international equity placement pursuant to Rule 144A, in whichNorthstar was highly involved. The Milbank team was led by senior attorney Jacqueline Chan in Singapore, supported by associates Ong Ee-Ing, Adrian Yeo and Peter Norman.
Lead arrangers for the loan were Barclays Capital, The Bank of Tokyo-Mitsubishi UFJ, Ltd, Deutsche Bank AG, Singapore Branch, ING Bank N.V., Macquarie Bank Limited, Sumitomo Mitsui Banking Corporation and funds managed by Farallon Capital Management and Noonday Asset Management. Joint book runners and leadmanagers for the high-yield notes were Barclays Capital, Deutsche Bank and ING. CLSA and Macquarie were global coordinators for the equity placement, with Danareksa and Bahana.
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Milbank, Tweed, Hadley & McCloy LLP is a leading global law firm that for more than 140 years has provided innovative legal solutions in many of the world’s largest, most complex and innovative transactions. Our transactional expertise includesAcquisition Finance, Capital Markets, Corporate Finance, Project Finance and other major fields of law practice. Headquartered in New York, Milbank has 10 offices worldwide, including Beijing, Hong Kong, Singapore and Tokyo.