MBK Partners’ Acquisition of CAR Inc.

Sullivan & Cromwell LLP advised the joint financial advisers, Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities Asia Pacific Limited on the deal. Davis Polk advised CAR Inc. Clifford Chance, Fangda and Weil, Gotshal & Manges advised private equity firm MBK Partners.

MBK Partners, one of the largest North Asian private equity firms and acting through one of its subsidiaries, announced its intention to acquire all the outstanding shares that it does not already own in CAR Inc. for a price that values the target at HK $8.5 billion (US$1.1 billion). CAR Inc. is China’s largest car rental platform. The deal, announced November 13, is MBK’s first Hong Kong public takeover transaction.

A consent solicitation process will be undertaken with the target’s bondholders to secure their consent to the change of terms of the target’s bonds and debt facilities.

The announcement follows MBK’s recent signing of an agreement to acquire a 20.86 percent stake in CAR from Ucar Inc. The acquisition is expected to close before pre-conditions to the general offer are satisfied, including obtaining PRC antitrust approval. MBK’s existing portfolio of investments includes eHi Car Services, the second largest car rental company in China.

S&C is acting as legal adviser to the joint financial advisers, Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities Asia Pacific Limited. The Hong-Kong based S&C team is led by Kay Ian Ng (Picture), and includes associate Maximilian Chapman.

The Davis Polk corporate team included partner Yang Chu of the Hong Kong office.

The transaction involved a team of Clifford Chance experts in private equity, Hong Kong public M&A, financial markets and debt capital markets, led by Hong Kong partners Anthony Wang (Finance), Edith Leung (Finance), Bryan Koo (PE M&A) and David Tsai (DCM), as well as consultant Tommy Tam (HK Public M&A), senior associate Nathan Wong (DCM), and associates George Lau (PE M&A), Shawn Tan (Finance), and Varian Koh (Finance).

The Fangda team was led by corporate partners Jeffry Ding, Patrick Li, banking partner Rock Wang and antitrust partner Michael Han. 

The Weil team was led by Hong Kong Private Equity and M&A partners Tim Gardner and Henry Ong, and included counsel Sandy Lin and Kevin Yao, and associates Carolyn Ho, Briana Liu, Yujing Liu, Graham Price, Alan Wen, Jie Yuan, Qi Zhang and Sam Flood.

Involved fees earner: Varian Koh – Clifford Chance; Bryan Koo – Clifford Chance; George Lau – Clifford Chance; Edith Leung – Clifford Chance; Shawn Tan – Clifford Chance; David Tsai – Clifford Chance; Anthony Wang – Clifford Chance; Nathan Wong – Clifford Chance; Yang Chu – Davis Polk & Wardwell; Jeffry Ding – Fangda Partners; Michael Han – Fangda Partners; Patrick Li – Fangda Partners; Rock Wang – Fangda Partners; Kay Ian Ng – Sullivan & Cromwell; Sam Flood – Weil, Gotshal & Manges; Tim Gardner – Weil, Gotshal & Manges; Carolyn Ho – Weil, Gotshal & Manges; Sandy Lin – Weil, Gotshal & Manges; Yujing Liu – Weil, Gotshal & Manges; Briana Liu – Weil, Gotshal & Manges; Henry Ong – Weil, Gotshal & Manges; Graham Price – Weil, Gotshal & Manges; Alan Wen – Weil, Gotshal & Manges; Kevin Yao – Weil, Gotshal & Manges; Jie Yuan – Weil, Gotshal & Manges; Qi Zhang – Weil, Gotshal & Manges;

Law Firms: Clifford Chance; Davis Polk & Wardwell; Fangda Partners; Sullivan & Cromwell; Weil, Gotshal & Manges;

Clients: CAR Inc.; Goldman Sachs & Co.; J.P. Morgan Securities (Asia Pacific) Limited; MBK Partners;

Author: Martina Bellini