Latham: Cross-Border Capital Markets Team Advises Goldman Sachs as Underwriter and Option Counterparty in Cutting Edge Equity Derivative Transaction

Focus Media Holding Limited, China’s leading multi-platform digital media company, has announced that JJ Media Investment Holding Limited, an entity wholly owned by Mr. Jason Nanchun Jiang, chairman of Focus Media, has sold 8.1 million American depositary shares (ADSs) at a price of $18.90 per ADS pursuant to a previously announced SEC-registered public offering underwritten by Goldman, Sachs & Co. and has also agreed to sell in the future an additional 2.0 million ADSs in reliance on Rule 144 under the Securities Act. At the same time, JJ Media retained certain amount of upside in the 10.1 million ADSs that it sold through the purchase of capped call options from Goldman Sachs International, the option counterparty and an affiliate of the underwriter. The option counterparty has hedged its exposure under the capped call options through purchase of 2.8 million ADSs in the public offering and through an over-the-counter derivative transaction with JJ Media.

A cross-border Latham & Watkins team advised Goldman, Sachs & Co., as the underwriter, and Goldman Sachs International, as the option counterparty, led by financial products partners Rafal Gawlowski and Witold Balaban in New York and capital markets partners David Zhang and Eugene Lee in Hong Kong. The New York team also included capital markets partner Senet Bischoff, tax partner William Lu and finance partner Larry Safran on collateral matters, together with associates Reza Mojtabaee-Zamani, Benjamin Stern and Katherine Brown. The Hong Kong capital markets team included Beijing partner Allen Wang, Shanghai counsel Karen Yan and Shanghai associate Julia Dai.

Gawlowski commented: “This transaction shows that Latham’s integrated team approach continues to deliver value to our clients and aids their flawless structuring and execution of the most cutting edge cross-border capital markets transactions. We highly value our one firm approach irrespective of whether we happen to practice in Hong Kong, Shanghai, Beijing or New York. That culture makes execution of complex cross-border transactions so much easier.”

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