On December 4, a consortium comprising, among others, Warburg Pincus, Starwood Capital Group, Sixth Street, SSW and Qatar Holding, acting through MEGA BidCo (the Offeror), announced a proposal to privatize ESR Group Limited by way of a scheme of arrangement under Cayman Islands law. The proposal values ESR at $7.1 billion. S&C is acting as legal adviser to Morgan Stanley Asia Limited, the co-lead financial adviser and sole structuring adviser to the Offeror, which provided the cash confirmation necessary to underpin the proposal.
Under the proposal, all ESR shareholders would be entitled to a cash consideration of HK$13.00 per share. All option-holders and award-holders of ESR would also be entitled to corresponding offers under the proposal. The Offeror is financing the cash consideration through a combination of equity commitments provided by the consortium members and a syndicated loan facility.
ESR is Asia-Pacific’s leading New Economy real asset manager and one of the largest listed real estate investment managers globally with a total AUM of $154 billion as of June 30, 2024. Its fully integrated fund management and development platform extends across Australia/New Zealand, Japan, South Korea, Greater China, Southeast Asia, and India, and includes a presence in the United States and Europe.
Consummation of the proposal is subject to the satisfaction of certain customary pre-conditions, including obtaining certain regulatory approvals and consents from counterparties under ESR’s material contracts.
The S&C core team includes Kay Ian Ng, William Ma, Koey Chan, Karina Poon and trainee solicitor Kimberly Cheah. Richard Pollack, Garth Bray, Ben Perry, Thibault Meynier, Tracy Li and Rosana Tse also provided valuable assistance.