Investor Presentaiton
BUMA Financing Transformation 2009–2011
Leverage Buyout Financing - November 2009
■ US$600MM total financing
■Sources
US$285MM Four Year Syndicated Loan
- US$315MM 144A/Reg S High Yield Bond due 2014
■ Uses
•
US$260MM leverage recap of BUMA balance sheet
- US$310MM refinancing of existing debt
- US$30MM of fees and general corporate purposes
Syndicated Loan / High Yield Bond were structured with a security
sharing deed, making them fully pari-passu
■ Cash and Account Management Agreement ("CAMA") structure in
place for lenders to control cash - Debt service is first ranking
Typical tight LBO covenants, preferential to Senior Lenders
Key Milestones
Bond/Bank Refinancing Call - December 2010
■ US$600MM single-tranche five year bank loan
raised to take out 2009 bank loan and high yield
bond
■ US$315MM Tender Offer, Consent Solicitation and
Tax Call due to changes in WHT regime
■ Tender and Consent were priced at 106%.
Positively received by bondholders, 97%
participation. 3% were redeemed through tax call
■ Structure was substantially similar (tight covenants,
CAMA) but with substantially cheaper rates
■ Deal was completed prior to shareholder changes
Shareholder Change
-
Delta Dunia
December 2010
■ In December 2010, a consortium consisting of TPG
Capital ("TPG"), Government of Singapore
Investment Corporation ("GIC") and China
Investment Corporation ("CIC"), collectively
acquired non-voting interests in NTP, the
Northstar-led entity that owns 40% of Delta
-
-
- TPG is a leading private equity firm based in the
U.S.
- GIC manages the Singapore government's long-
term foreign reserves
CIC manages China's sovereign
wealth fund
LBO Structure Nov 2009
Dec 2010
Apr 2011
May 2011
Corporate Borrower
Interest Rate Swap
- March/April 2011
■ US$500MM Vanilla Interest-Rate Swap
■Interest-rate risk mitigant
Together with the May 2011 refinancing fixed rate
pricing dropped from 14.7% on 2009 high yield
bonds to 6.33% for the swapped loan, including all
WHT charges
Underlying cash flows match the loan - achieves
'hedge' accounting
US$800MM Corporate Loan
-
May 2011
■ US$800MM refinancing, capex line and revolver
- Conversion of LBO debt structure to 'corporate loan'
structure
Removal of all materially restrictive covenants (cash sweep,
limits on indebtedness, restrictive financial covenants, etc.)
- Tenor extension, double average life
Reduce balance sheet (funding) risk and interest expense
Capex Lines Going Forward
"
Approx. US$80 - 90MM available for capex under the
2011 Bank Facility
■ Substantial committed capex financing available from
vendor finance providers for future growth
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