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The financial arm of mainland wood products
start-up Mandra Forestry Holdings sold a smaller-than-planned US$195 million
(HK$1.52 billion) eight-year bond in what effectively amounted to a private
placement, sources privy to the deal said.
The bond, rated below investment grade or ``junk'' by international ratings
companies, was priced to yield 12 percent and only took off after sole manager
Morgan Stanley tailored provisions of the bond to suit a small group of 20
investors. The company had originally planned to sell US$235 million of 10-year
bonds.
About 100 investors, by contrast, participated in the sale by Indonesian
electricity distributor Tenaga Nasional Berhad of US$350 million in bonds at
the end of April. That was the last international bond sale in the worst market
in years.
Buyers of the Mandra bond received warrants giving them the right to buy shares
in the company effective immediately for 10 US cents a share. If all were
exercised, they would collectively own a 20 percent stake. In addition, they
will be able to draw on an escrow account containing monies raised from the
bond sale should the company fail to acquire 140,000 hectares of a planned
270,000-hectare purchase of mainland timberland over the next two years.
Mandra, which currently has no timber operations, has provisional agreements to
buy commercial tree plantations in mountainous Anhui province, a center of
paper making in China. The acquisitions have yet to be approved by government
authorities. Mandra has the option to call, or buy back the bonds beginning at
US$106 after five years, then gradually declining to US$100, or par, by the
eighth year. Bondholders can put or sell the bonds back to Mandra beginning in
2007 for US$102 on a pro rata basis.
The sweeteners Morgan Stanley added to make the Mandra deal fly underscore how
the deteriorating junk-bond market has altered the balance of power between
sellers and investors.
``In this kind of environment the buyers have more leverage and are trying to
exercise that,'' a Hong Kong-based bond trader said.
Asia's international bond market came to a standstill in March as fears mounted
that the US Federal Reserve would pick up the pace of interest-rate rises in
the face of accelerating inflation and worries about corporate
creditworthiness.
A slew of planned bond sales, by such outfits as Thai Military Bank, Korean
Internet and telecom company Dacom and Indonesian telecom Indosat, were
postponed - and have yet to come to market. The government of Indonesia sold
US$1 billion in bonds when the market appeared to stabilize last month but then
saw its bonds plunge in secondary trading, scaring off other would-be bond
sellers.
Mandra's sale is only the second since Indonesia's, and observers remain
uncertain when the market will recover and a steady flow of deals resume.
Both Moody's Investor Services, with a ``B1'' rating - four notches below
investment grade - and Standard & Poor's, with a lower ``B'' rating, or
five notches below investment grade, maintained their original ratings on the
smaller bond.
Mandra Forestry Holdings, with no previous experience in the wood products
business, is 75 percent owned by Mandra Capital, which holds unidentified,
formerly state-owned industrial assets in Anhui province. Mandra Capital's
controlling shareholder is Zhang Songyi, a former managing director of mergers
and acquisitions for Morgan Stanley. tim.leemaster@singtaonewscorp.com
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