China Ming Yang Wind Power Group $408 million going private transaction

Overview:

• China Ming Yang Wind Power Group—an NYSE listed wind energy solution provider—is involved in a going private transaction with a buyer consortium led by Chuanwei Zhang—chairman and chief executive officer of China Ming Yang—alongside Ling Wu, Anhui Zhongan Xinzhao Private Equity Investment, Guangzhou Huifu Kaile Investment and Dajun Guangcheng (Shanghai) Capital Fund I.
• China Ming Yang has entered a merger agreement with Zhongshan Ruisheng Antai Investment, a newly formed PRC company owned by the consortium (Holdco), Regal Concord—a BVI company owned by a wholly owned subsidiary of Holdco (Parent)—and Regal Ally—a Cayman Islands company wholly owned by Parent.
• Parent will acquire China Ming Yang for $2.51 per ordinary share or per American Depositary Share (ADS). The transaction values China Ming Yang’s equity at approximately $408 million.
• The transaction will be financed with a combination of cash contributions from consortium members pursuant to equity commitment letters in an aggregate amount of approximately $127 million, and debt financing in an amount up to approximately $106 million pursuant to a debt commitment letter provided by China Construction Bank Guangdong Branch. In addition, Mr Zhang, Ms Wu and certain of their affiliates, as well as certain other shareholders, will rollover their shares.
• Simpson Thacher & Bartlett is advising the buyer consortium, with Leiming Chen, Ian Ho and Erik Wang handling M&A matters; Christopher Bell and Jackie Kahng handling financing matters; Tristan Brown and Linda Barrett handling executive compensation and employee benefits; and Katharine Moir and Tanvi Mirani handling tax.