Latham Advises on US$7.1 Billion Take-Private of ESR Group Limited
Latham & Watkins has advised a Consortium led by Starwood Capital Group, Sixth Street, and SSW Partners (the Consortium) on its agreed proposal to privatize ESR Group Limited (ESR) by way of a scheme of arrangement from the Hong Kong Stock Exchange.
The proposal values ESR at HK$55.2 billion (approximately US$7.1 billion) on an equity value basis, making it the largest privatization from the Hong Kong Stock Exchange since 2021. The Consortium, which also includes QIA, Warburg Pincus, and the founders of ESR, collectively holds 39.91% of the total issued shares in ESR. In addition, the Consortium has received co-investment equity commitments from highly reputable institutional investors who will be investing through both Starwood Capital and Warburg Pincus-managed vehicles, including Alpha Wave Global and a leading Asia public pension investor.
Amy Beckingham, Hong Kong/Singapore partner and Vice Chair of Latham’s Global Corporate Department, commented, "We are extremely proud to be advising the Consortium on the announcement of this highly complex, multi-jurisdictional transaction. This has involved a huge, cross-practice, and cross-border team that has worked seamlessly together for many months.”
The Latham team was led by corporate partners Amy Beckingham and Simon Cooke, with support from corporate partners Terris Tang, Richard Watkins, and Stephen Shi; counsel Michael Ning; and associates Bonnie Tse, Frances Yu, Joanne Lao, Heidi Lui, Gladys Ma, Nikki Wong, and Jovi Cheng. Additional support was provided by associates Zhaoxin Huang, Ein Le Lim, and William Farr. The multi-practice team also provided advice on investment funds matters, led by partner Clare Scott, with counsel Elyn Xing and associates Jonathan Phay and Kennan Castel-Fodor; on financial regulation matters, led by partners Simon Hawkins and Farhana Sharmeen, with associates Adrian Fong, Gen Tan, and Sean Wells; on financing matters, led by partner Andrew Bishop, with associates Jonathan Feng, Yun Cao, and Andrea Chin; on compliance matters, led by partner Christopher D. Frey, with associate Yan Bao; on tax matters, led by partner Helen Lethaby, with associate Aaron Bradley; on antitrust and foreign direct investment matters, led by partners Max Hauser and Jana Dammann, with counsel Ruchi Gill and associates Nicolas Jung, Yanyan Yang, and Elliott Hecht; on employment and benefits matters, led by partners Kendall Burnett and Sarah Gadd, with associates Rebecca Fielding, Rebecca Servian, and Harriet Gray; and on US securities matters, led by partner Sharon Lau, with associate Yao Yang.