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Bond Prospectus.Pdf IMPORTANT NOTICE THE SECURITIES DESCRIBED HEREIN ARE AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QIBs (AS DEFINED BELOW) UNDER RULE 144A OF THE SECURITIES ACT (AS DEFINED BELOW) OR (2) OUTSIDE THE UNITED STATES PURCHASING THE SECURITIES IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum (the “Offering Memorandum”) following this page. You are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing this Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from PT Saka Energi Indonesia (the “Company”) as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORIZED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN. Confirmation and your Representation: In order to be eligible to view this Offering Memorandum or make an investment decision with respect to the securities, investors must be either (1) qualified institutional buyers (“QIBs”) (within the meaning of Rule 144A under the Securities Act) or (2) outside the United States purchasing the securities in an offshore transaction in reliance on Regulation S under the Securities Act. By accepting the e-mail and accessing this Offering Memorandum, you shall be deemed to have represented to us that (1) you and any customers you represent are either (a) QIBs or (b) that the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States and (2) that you consent to delivery of such Offering Memorandum by electronic transmission. You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorized to, deliver or disclose the contents of this Offering Memorandum to any other person. This Offering Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or change during the process of electronic transmission and, consequently, BNP Paribas, UBS AG, Singapore Branch, Citigroup Global Markets Singapore Pte. Ltd., The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch, Mandiri Securities Pte Ltd and Mizuho Securities USA LLC, as the initial purchasers (the “Initial Purchasers”), nor any person who controls any of them nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Offering Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial Purchasers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Initial Purchasers or such affiliate on behalf of the issuer in such jurisdiction. You should not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the “Reply” function on your e-mail software, will be ignored or rejected. You are responsible for protecting against viruses and other destructive items. Your use of this email is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. STRICTLY CONFIDENTIAL PT Saka Energi Indonesia (a limited liability company established in the Republic of Indonesia) US$625,000,000 4.45% Senior Notes due 2024 Issue Price: 100% PT Saka Energi Indonesia (“we,” “our”orthe“Company”) is offering (the “Offering”) US$625,000,000 4.45% Senior Notes due 2024 (the “Notes”). The Notes will bear interest at the rate of 4.45% per year. Interest on the Notes is payable semi-annually in arrears on May 5 and November 5 of each year (each, an “Interest Payment Date”) commencing on November 5, 2017. The Notes will be our senior unsecured obligations and will mature on May 5, 2024. They will rank at least pari passu in right of payment with all other unsubordinated indebtedness of the Company (subject to priority rights under applicable law) and senior to subordinated indebtedness. We may redeem the Notes as a whole but not in part at any time upon the occurrence of certain tax events. Upon the occurrence of a Change of Control Triggering Event (as defined herein), we must make an offer to repurchase all outstanding Notes at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. The Notes will not otherwise be redeemable prior to their maturity. For a more detailed description of the Notes, see “Description of the Notes.” The Notes are expected to be rated “Ba1” by Moody’s Investors Service, Inc. (“Moody’s”), “BB” by S&P Global Ratings, a division of the McGraw-Hill Companies Inc. (“Standard & Poor’s”), and “BB+” by Fitch Ratings Ltd. (“Fitch”). A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Investing in the Notes involves certain risks. See “Risk Factors” to read about factors you should consider before buying the Notes. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold within the United States, except pursuant to an exemption from, or in transactions not subject to, the registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold within the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act (“Rule 144A”) and outside the United States in offshore transactions in reliance on Regulation S under the Securities Act (“Regulation S”). Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of the Notes and distribution of this Offering Memorandum, see “Plan of Distribution” and “Transfer Restrictions.” The Notes may not be offered or sold in Indonesia or to Indonesian citizens, wherever they are domiciled, or to Indonesian residents, in a manner which constitutes a public offer under Law Number 8 of 1995 regarding Capital Markets. It is expected that the delivery of the Notes will be made through the book-entry facilities of The Depository Trust Company (“DTC”), Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream”) on or about May 5, 2017. Approval in-principle has been received for the listing of the Notes on the Singapore Exchange Securities Trading Limited (the “SGX-ST”). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions or reports contained in this Offering Memorandum. Admission of the Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Company, our subsidiaries, our associated companies or the Notes. Joint Global Coordinators (in alphabetical order) BNP PARIBAS Citigroup UBS Joint Bookrunners BNP PARIBAS Citigroup UBS HSBC Mandiri Securities Mizuho Securities Offering Memorandum dated April 26, 2017 CONTENTS SECTION PAGE SUMMARY ............................................................... 1 THE OFFERING ........................................................... 4 SUMMARY CONSOLIDATED FINANCIAL AND CERTAIN OPERATING DATA .......... 8 RISK FACTORS ........................................................... 13 USE OF PROCEEDS ........................................................ 38 CAPITALIZATION ........................................................
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