On September 18, 2020, the company 58.com announced that it had completed its merger with Quantum Bloom in accordance with a merger agreement signed on June 15. After the merger, 58.com is no longer a public company, and trading of the company’s ADS on the NYSE ceased on September 18.
The investor consortium buyers included Warburg Pincus Investment, General Atlantic, OceanLink Partners Limited and Yao Jinbo, the chairman and CEO of 58.com. The consortium financed 58.com’s privatization by way of both equity and debt financing. In the debt financing, the deal introduced merger finance for the privatization from a consortium comprised of the Shanghai Pudong Development Bank, China Merchants Bank, Ping An Bank and Societe Generale. JunHe’s Banking and Financing team acted as PRC counsel to the financing consortium, and provided legal services throughout the whole process in this privatization and delisting financing project.
The privatization of 58.com is the largest on the Chinese Concept Stock market since Qihoo 360’s privatization delisting. With the recent environment in Chinese Concept Stock on both the domestic and overseas capital markets, this transaction on the Chinese Concept Stock market was one of the largest mergers in recent years and it received a huge amount of attention this year.. The legal services provided by JunHe’s Banking and Financing team in this transaction included:
Assisting the financing consortium in designing the structure for the privatization financing, assisting the consortium members in negotiating, drafting and revising the financing terms, loan commitment letters and other documents, implementing the specific agreements in the commitment letters as specified in the bank’s credit approval reply, and assisting the banks in issuing loan commitment letters for the privatization financing.
Assisting the financing consortium in negotiating, drafting and revising the loan agreements and other financing documents, implementing the specific agreements in the financing documents as specified in the bank credit approval reply, and issuing legal opinions, transaction memorandums and other legal documents to the banks;
Designing the domestic guarantee structure and guarantee documents, assisting the financing consortium in the drafting and signing of the guarantee documents, as well as implementing the guarantee conditions before and after the transaction.
Assisting and coordinating with each party of the bank consortium, the borrowers, and the investment consortium to successfully complete the signing of the financing documents, the loan distribution and the closing of the privatization merger.
Working closely with foreign lawyers and providing services for the privatization financing and other delisting- related issues.
As well as 58.com’s privatization delisting project, JunHe’s banking and financing team has broad experience in many privatization projects in recent years, including Giant Network, E-house China, WuXi AppTec and iDreamSky Games. The team has built up broad project experience and developed a solid reputation in large scale merger financing markets.