ICBC contributes to a €2.2 billion EUR syndicated loan to ANTA Sports Products to facilitate the acquisition of all the issued share capital of Amer Sports (Linked to Record ID#103333, #103334, #103335, #103338, and #103339)

Project narrative

In January 2018, a two-bank syndicate — the Bank of China (BOC) and Citigroup — issued a letter of commitment for a bridge facility to ANTA Sports Products Limited — a Cayman Islands-incorporated Chinese privately-owned sports equipment company listed in Hong Kong — to support proposed non-binding bid to acquire Amer Sports Oyj (Amer Sports Corporation) — a Finnish multinational sporting equipment company based in Helsinki, Finland — by ANTA. Record ID#103333 captures BOC's commitment to this bridge facility. However, ANTA decided to partner with a consortium also pursing Amer, partly because it had never raised such a large amount of debt in the offshore market, and thus the bridge facility was never issued. AidData considers the bridge facility to have been Cancelled. Then, in September 2018, Mascot Bidco Oy — consisting of ANTA Sports Products and FountainVest Partners (Asia) Limited, a Hong Kong-based private equity and buyout firm — made a bid to acquire Amer Sports for €40 EUR per share. Tencent Holdings Ltd. and Canadian billionaire Chip Wilson then joined the Mascot Bidco Oy consortium. Then, on December 7, 2018, Mascot Bidco Oy — a Finland-incorporated special purpose vehicle (SPV) wholly-owned by Cayman Islands-incorporated Mascot JVCo (Cayman) Limited that is jointly owned by ANTA Sports Products Limited (57.9% equity stake), FountainVest Partners (Asia) Limited (15.77% equity stake) Mount Jiuhua Investment Limited, a British Virgin Islands-incorporated wholly-owned subsidiary of Chinese multinational technology company Tencent Holdings Ltd (5.63% equity stake), Anamered Investments Inc., a British Virgin Islands-incorporated, Canada-headquartered vehicle for Canadian billionaire Chip Wilson, the founder of Canadian apparel retailer Lululemon Athletica (20.6% equity stake) — made a cash tender offer for all of the issued and outstanding shares of Amer Sports at €40 EUR per share, or €4.6 billion EUR in total. In February 2019, a syndicate of 21 banks — including BOC, China CITIC Bank Corporation Limited, the Industrial and Commercial Bank of China (ICBC), the Bank of Communications (BoComm), and Shanghai Pudong Development Bank (SPDB) — entered into a €2.2 billion EUR ($2.51 billion USD) syndicated dual-tranche leveraged recourse loan agreement with ANTA Sports Products to facilitate the acquisition of Amer Sports. This loan was consisted of two tranches: a €1.3 billion EUR tranche with bullet repayment and a €900 million EUR term loan tranche, each with a maturity period of five years.. This loan carried an interest rate based on EURIBOR plus an opening interest rate of 200 basis points (bps). ANTA issued a guarantee for the loan. Record ID#103334 captures BOC's contribution. Record ID#103335 captures China CITIC Bank's contribution. Record ID#103336 captures ICBC's contribution. Record ID#103338 captures BoComm's contribution. Record ID#103339 captures SPDB's contribution. In addition to the five Chinese state-owned banks, the following lenders contributed to the loan syndicate: Bank of America, N.A., Citigroup., Credit Suisse AG, HSBC Bank PLC, JPMorgan Chase Bank, N.A., Standard Chartered Bank PLC, China Minsheng Banking Corporation (SMBC), Commerzbank AG, Industrial Bank Co., Ltd., Intesa Sanpaolo S.p.A., Ping An Bank, Bank SinoPac, Crédit Industriel et Commercial (CIC), KEB Hana Bank, MUFG Bank, Ltd., and Shinhan Bank. BOC, Citigroup, and JPMorgan served as joint global coordinators. BOC, Bank of America, Citibank, Credit Suisse, HSBC, JPMorgan, and Standard Chartered served as mandated lead arrangers, bookrunners, and underwriters. CMBC, Commerzbank, Industrial Bank, and Intesa Sanpaolo served as mandated lead arrangers. China CITIC Bank, ICBC, and Ping An Bank served as arrangers. BoComm, SPDB, Bank SinoPac, CIC, KEB Hana, MUFG, and Shinhan Bank served as participants. The loan was oversubscribed. The six underwriters formed the loan in early December 2018, with HSBC joining as the seventh shortly thereafter. Syndication, targeted in Asia, was launched in January 2019. 14 lenders joined during general syndication. In addition to the €2.2 billion EUR loan, the acquisition was supported by a €2.015 billion EUR senior secured non-recourse loan at the target level raised in the European team loan B market, with a maturity period of seven years and an interest rate of EURIBOR plus a margin of 450 bps. The tender offer of December 7, 2018 received 98.11% of shareholders approval after the initial tender offer closed on March 29, 2019 and April 2, 2019, with the remaining shares acquired through mandatory redemption proceedings. The acquisition completion date was March 29, 2019, per ANTA Sports. On September 4, 2019, Amer Sports shares were delisted from the Nasdaq Helsinki Stock Exchange. The acquisition of Amer made ANTA one of the world's largest sporting goods companies, rivalling Nike and Adidas. This acquisition was the largest global sporting goods mergers & acquisition (M&A) transaction, the largest consumer and retail M&A in Asia since 2014, and the largest public takeover ever in Finland. It was also the largest-ever outbound acquisition by a Chinese sports company and the biggest Chinese overseas M&A by a Chinese private sector entity in a year. At the time of the acquisition, Amer Sports had major interests in sporting equipment and apparel, owning brands such as Wilson, Marini, Louisville Slugger, Atomic, Armada Skis, Suunto, Mavic, ENVE Composites, Peak Performance, Arc’teryx, and Salomon. Amer had sales of €2.69 billion EUR ($3.12 billion USD) in 2017. ANTA, with global ambitions, expected that Amer would be valuable as China pushed expansion of sports, especially with the 2022 Winter Olympics being held in Beijing. ANTA, which made most of its revenue in China, was especially thought to benefit from Amer Sports's international business. ANTA planned for Amer to operate separately from ANTA, with its own board of directors.