Linklaters has advised Malaysia-headquartered leisure, hospitality and entertainment company Genting Group on its issuance of USD1.25 billion dual-tranche subordinated perpetual securities, one of the largest such offerings in the region in the past few years.
The firm also supported Genting Group’s concurrent tender offer of the outstanding USD1.5 billion 4.25% guaranteed notes due 2027.
Partner and head of South and Southeast Asia capital markets Amit Singh, alongside capital markets partner Michele Discepola, led the Linklaters team.
“Linklaters acted as international counsel to the issuer, guarantor and parent in relation to the issue of the subordinated perpetual securities and concurrent tender offer. We advised on customary international securities law matters for an offering and tender offer of such a nature,” Singh told Asia Business Law Journal.
Discepola highlighted the size and structure of the transaction as distinguishing features.
“The securities had the benefit of a subordinated keepwell deed and contingent put option provided by the parent, Genting Berhad. The subordination provisions in the terms of the perpetual securities were carefully drafted to ensure that the instruments (which were otherwise structurally senior) would still be able to avail at the Genting Berhad level equity ratings treatment. This is an innovative structure that is one of the first of its kind for a subordinated perpetual securities offering,” he told ABLJ.
GOHL Capital Holdings, a wholly owned funding vehicle within the Genting Group, issued the perpetual securities, while Genting Overseas Holdings guaranteed it on a subordinated basis.
Zul Rafique & Partners advised Genting on Malaysian law matters, while Cains provided Isle of Man law advice.
Adnan Sundra & Low and Sidley Austin advised the joint lead managers on Malaysian and English law matters, respectively. The joint lead managers comprised Barclays Bank, Citigroup Global Markets Singapore, Deutsche Bank’s Singapore branch and JP Morgan Securities Asia.
