PT Pan Brothers Tbk

Project Overview

Our Client is one of Indonesia’s largest garment manufacturing groups, specializing in the manufacture 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 Agreement to issue three settlement instruments — New Notes 1, New Notes 2, and Mandatory Convertible Bonds (MCBs) — to noteholders, certain bilateral creditors, and 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 each instrument. 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.
• Additional complexities included:
• 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; and
• 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.
• Led the noteholder identification and verification process through clearing systems and direct outreach to previously identified voting bondholders;
• Worked closely with the Client and its legal counsel to draft and finalize the documentation for the three instruments and to ensure that the commercial section aligned 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;
• Worked 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; and
• Developed protocols jointly with legal counsel to address non-responsive noteholders and ensure compliance with the Composition Plan requirements.

Outcome