White & Case Advises Banks on US$3 Billion Financing in Support of Alibaba.com Take Private
Global law firm White & Case LLP advised on the US$3 billion financing supporting the take private of Alibaba.com Ltd, China's largest e-commerce company. This is the largest China 'Holdco' financing to date.
White & Case advised the six banks underwriting the deal – Australia and New Zealand Banking Group Limited, Credit Suisse AG, Singapore Branch, DBS Bank Ltd., Deutsche Bank AG, Singapore Branch, The Hongkong and Shanghai Banking Corporation Limited and Mizuho Corporate Bank, Ltd.
The underwritten facilities, split evenly between the banks, will be available to fund the privatization of Alibaba.com, which is listed on the Hong Kong Stock Exchange. The mandate documents signed on Tuesday, February 21, 2012 and the definitive financing documents signed on Friday, May 18, 2012.
Commenting on the deal, partner John Hartley said: "PRC Holdco financings are always challenging, but when you combine that with a PRC internet business which is not a typical candidate for such structures plus the significant optionality which needed to be built into the structure of this transaction, it is a testament to the hard work and professionalism of all parties involved that this financing was brought to a successful conclusion. This is a landmark deal and we feel privileged to have played a role."
John Hartley, head of White & Case's Asia banking and finance group, led the Firm's deal team which comprised more than 10 lawyers from the Firm's Hong Kong, Beijing and Singapore offices. He was supported by counsel Eugene Man and a number of Hong Kong associates including Rosanna Chow, Karen Mak and Tomoko Sekiya; as well as local partner Jamie Thomas and associate Fergus O'Domhnaill in Singapore. Beijing partner Vivian Tsoi advised on the corporate side of the deal with support from associate Jessie Yan. Hong Kong partner John Shum led a separate team which advised HSBC, the facility and security agent on the financing.
Other law firms involved in the deal were King & Wood as PRC counsel and Walkers as offshore counsel to the banks. Acting for the borrower: Freshfields as international counsel, Fangda Partners as PRC counsel and Maples and Calder as offshore counsel.
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