On February 10 morning saw a crucial moment for PT Benakat Petroleum Energy Tbk (BIPI) dan PT Tri Daya Esta (TDE).
Both involved in rally tough negotiation to reach agreement on shares sale of 37.15% or 2.71 billion shares in PT Elnusa Tbk (ELSA), an integrated oil and gas services company that is 41% controlled by Indonesia largest state-owned oil and gas firm, PT Pertamina (Persero).
In a public announcement to Indonesia Stock Exchange (IDX) today, After prolonged discussions since early 2010, Benakat, that is brought into the stock market by PT Danatama Makmur which is run by Houston Jusuf, a close friend of Bakrie family, signed a conditional share sale and purchase agreement with TDE.
TDE is owned by Indonesian tycoon Anton Sugiyono, owner of property constructor PT Duta Graha Tbk (DGIK) where Sandiaga Uno joins member of board of commissioner as well.
TDE finally agreed to sell 37.15% stakes in Elnusa at Rp330 per share or totaling Rp894.82 billion . The deal reached agreement just in less than 2 months, so fast, silent, and smooth. A week before the deal agreement, I heard that Elnusa would be bought by Solo-born businessman.
A market rumor said Houston Jusuf and Heru Hidayat are key persons behind the deal. But, both confirmed that they don't have any shares participation in Benakat. A source said Benakat is majority owned by businessman dubbed with an initial WM.
Saratoga Capital, founded by famed Sandiaga Uno & Edwin Soeryadjaya, and Patrick Walujo's owned Northstar Pacific Partners were failure to close deal after eight months in tough talk.
Friendly terms and conditions
A source close to the deal said Benakat, that is owned PT Indotambang Perkasa, former minority share holder of PT Darma Henwa Tbk (DEWA), provided more friendly terms and conditions to TDE, while Saratoga & Northstar offered more tough conditions in relation to Elnusa shares pledge to TDE creditor Singapore-based Dharma Investments Pte Ltd.
"Benakat gives commitment to TDE to help releasing Elnusa shares pledge from Dharma Investments, while Saratoga left TDE alone to solve the stumbling block," the source said to Insider Stories.
Benakat's statement to IDX disclosed that four conditions must be fulfilled by both Benakat and TDE in order to close the deal.
The deal should obtain agreement from share holders general meeting of TDE as well as its creditors. The share sale must be agreed by syndicated banks and Benakat's share holders meeting if it uses IPO proceeds.
From those conditions, agreement from creditors and syndicated banks are more complicated. If TDE fails to seal the agreement, it won't enable to close the acquisition deal.
Dharma Investments is one of TDE creditors that hold 37.15% stakes in Elnusa. TDE pledged those shares to Dharma Investment on September 16 2008.
The biggest stumbling block for the deal remains shares pledge. If Benakat commits to help TDE to release the pledge, Benakat should provide more cash for the transaction.
Before pledging Elnusa to Dharma Investments, TDE put those shares as collateral to PT Danareksa (Persero) that is now run by Edgar Ekaputra. Danareksa is a parent company of brokerage PT Danareksa Sekuritas.
Danareksa provided loan facility worth US$11.94 million and US$45.80 million to TDE. But, TDE failed to pay the loan. As of August 12 2008, TDE total debt to Danareksa estimated US$52.72 million and converted into rupiah equaled to Rp416.47 billion.
Adding to that, TDE provided pledge rights on 210.01 million Elnusa shares and 62.57 million shares in PT Margaraya Jawa Tol to Danareksa. Danareksa has reached an agreement with TDE to settle the debt.