White & Case advised on three transactions that recently won International Financing Review Asia Review of the Year 2014 Awards—two Regional Awards and one Country Award.
Regional Award—Loan of the Year
White & Case represented the mandated lead arrangers and the original lenders (PT Bank ANZ Indonesia, Bank of America, The Bank of Tokyo-Mitsubishi UFJ, BNP Paribas, Credit Suisse, DBS Bank, Deutsche Bank, Goldman Sachs, ING Bank, Maybank, The Royal Bank of Scotland, Standard Chartered Bank and Sumitomo Mitsui Banking Corporation) in a US$1.275 billion senior secured financing provided to various retail, entertainment and media subsidiaries of Indonesian conglomerate, CT Corpora, which won International Financing Review Asia's Loan of the Year award.
According to International Financing Review Asia, "The complex borrowing involved three separate loan agreements for as many different subsidiaries, all with the aim of moving the company's debt closer to its operating assets. The refinancing was split into a US$275m three-year amortising tranche for holding company Trans Retail, a US$500m five-year amortising piece for operating company Trans Retail Indonesia and a US$500m five-year amortising portion for operating company Trans Media Corpora."
It added, "The revamp was meant to make each entity creditworthy on a standalone basis and unwind intercompany cash-flow dependencies, while also realigning the security and loosening the covenants to give financial and operational flexibility for future growth. The structure allowed operating companies Trans Retail Indonesia and Trans Media Corpora to boost leverage to 5.5x and 4.0x, respectively, while leverage for holding company Trans Retail was set at 7.0x. The loan had an equally complex syndication strategy, which needed three separate credit stories, while commitments were sought for two of the three tranches."
Regional Award—Frontier Markets Issue
White & Case represented Citigroup Global Markets Inc., as sole bookrunner, on the landmark Rule 144A/Regulation S US$300 million high yield notes offering by Bangladesh wireless communications operator Banglalink Digital Communications Limited, which won International Financing Review Asia's Frontier Market Issue of the Year award. It was Bangladesh's first-ever international bond offer and its first-ever high yield bond offer.
According to International Financing Review Asia, Banglalink "had a mountain to climb with its debut offshore issue," since Bangladesh "had never issued an international sovereign bond, meaning there were no risk-free, let alone corporate, benchmarks to allow investors to judge relative value."
The deal "was far from straightforward" it added. "Citigroup had to work with regulators in Bangladesh to help formulate a framework for international corporate bond issuance, as well as assist Banglalink in the process of obtaining a rating."
But, the offering was a huge success and "proved that the region's leading companies can access international capital in their own rights, and do not necessarily have to wait for the sovereign to go first," said International Financing Review Asia.
Country Award—South Korea Loan
White & Case represented UBS Securities Pte. Ltd. in the KRW 360 billion mezzanine financing of The Carlyle Group's US$1.93 billion cash buyout of South Korean security business ADT Korea from Tyco International Ltd., which won International Financing Review Asia's South Korea Loan of the Year award.
ADT Korea comprises Tyco Fire & Security Services Korea Co., Ltd. and subsidiaries ADT CAPS Co., Ltd., Capstec Co., Ltd. and ADT Security Co., Ltd.
UBS Securities Pte. Ltd. acted as placement agent in the onshore issuance of the KRW 360 billion mezzanine financing for the buyout. The buyout was also backed by separate KRW 940 billion term loans and a KRW 45 billion revolving credit facility.
The all-cash acquisition by The Carlyle Group is the largest private equity buyout deal in Korea since 2008. It has been widely covered by major media outlets.
"With a price tag of around US$1.93bn, the acquisition was Korea's largest LBO and the largest M&A transaction in Asia's security service industry. It was also Carlyle's first significant buyout in the country," said International Financing Review Asia.