Global law firm White & Case LLP acted as international counsel to the lenders in a 165 billion yen (approximately US$2 billion) syndicated bank facility provided to eAccess Ltd., the Japanese internet service provider and parent of mobile data company, eMobile Ltd. This landmark transaction is the first in the Japanese market to combine a syndicated facility with a simultaneous high yield bond. It is also the first major syndicated telecoms financing in Japan since the global financial crisis. Adding to the deal’s complexity was the planned merger of eAccess and eMobile that occurred on 31 March, the date of the drawdown under the syndicated facility agreement.
The mandated lead arrangers and bookrunners for the syndicated facility were Credit Agricole SA, ING Bank N.V., Mizuho Bank Ltd., Sumitomo Mitsui Banking Corporation, Aozora Bank, Ltd. and UBS AG. The funds will be used to refinance an existing syndicated facility of eMobile.
“This deal was a great challenge and involved a lot of creative thinking by all involved. Then we were confronted by the tragic events in Japan which had a major impact on all concerned – it was a credit to all sides that we managed to complete the transaction within the original timetable,” said Mark Goodrich, White & Case partner who led the team advising the lenders.
White & Case has represented clients on a number of significant transactions in Japan’s technology, media and telecommunications industry, including Deutsche Bank AG in its financing of Softbank Corporation’s acquisition of Vodafone’s Japanese mobile telephone operations for approximately US$15.7 billion and in connection with the issuance by Softbank Corporation of $500,000,000 7¾ senior notes due 2013. These transactions were, respectively, the largest leveraged buyout in Asia and the second-ever high yield bond issued by a Japanese company (the eAccess high yield bond transaction will be the third.)
The White & Case team was led by Mark Goodrich. He was assisted by partner Toshio Dokei, and associates Chiho Saito, Tomoko Sekiya and Miho Takeshita based in the Tokyo office, as well as by partners John Hartley and Anna-Marie Slot, based in Hong Kong.
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