CDB provides $500 million loan to CMPort Holdings to facilitate acquisition of 85% ownership stake in Hambantota International Port Group (HIPG) (Linked to Project ID#56204)

In December 2018, the Shenzhen Branch of China Development Bank (CDB) issued a $500 million loan to China Merchants Port (CMPort) Holdings to facilitate its acquisition of an 85% ownership stake in Hambantota International Port Group (HIPG). CMPort Holdings, the borrower, signed a concession agreement with the Sri Lankan Government and the Sri Lankan Ports Authority for a period of 99 years, and agreed to invest up to $1.12 billion in Hambantota Port and its maritime-related business after the acquisition was completed. The acquisition was effectively completed on June 21, 2018 (see Project ID#56204 and Staff Comment #2).

Additional details

1. DeHeng Law Offices acted as PRC counsel, Gallant acted as Hong Kong counsel, and Tiruchelvam Associates acted as Sri Lankan counsel to China Development Bank (CDB). The transaction involved M&A of shares in the port company; the documentation of the process between the Sri Lankan government, Sri Lanka Ports Authority, and the borrower; as well as obtaining licenses, permits and authorizations for the construction and operation of the project. 2. On July 29, 2017, China Merchants Port Holdings Company Limited (CMPort), a subsidiary of China Merchants Group, and Sri Lanka Port Authority (SLPA) signed a 99-year concession agreement and formed a joint venture to operate Hambantota Port. According to the terms of the joint venture agreement, CMPort acquired an 85% stake in Hambantota International Ports Group (HIPG) and a 49.3% stake in Hambantota International Port Services (HIPS), representing about 70% of the total equity. CMPort was also granted the operating and management rights of HIPG and HIPS as well as the lease and development rights of approximately 11.5 square kilometers of land in the Hambantota port area. CMPort agreed to make a total equity investment of $1.12 billion, of which $974 million would be used to acquire the 85% stake in HIPG and $146 million would be deposited into a bank account in the name of CMPort in Sri Lanka (for the expansion of Hambantota Port and shipping-related business). Within 10 years from the effective date of the concession agreement, Sri Lanka Ports Authority has the right to repurchase 20% of HIPG’s shares on terms acceptable to all parties. 70 years after the entry into force of the agreement, Sri Lanka Ports Authority may acquire all the shares of HIPG held by CMPort at a reasonable price determined by the valuer appointed by both parties. At the end of the 80th year of the agreement, Sri Lanka Ports Authority can acquire the shares held by CMPort in HIPG at a price of $1 per share, allowing CMPort o retain 40% of the shares in HIPS. When the agreement expires at the end of the 99th year, CMPort must transfer all its shares in HIPG and HIPS to the Sri Lankan Government and Sri Lanka Ports Authority at a nominal price of $1 per share. On December 9, 2017, the Government of Sri Lanka handed Hambantota Port over to CMPort Holdings. The first vessel was successfully berthed at the port on December 18, 2017. In December 2017, CMPort Holdings paid an initial tranche of $292 million for the 99-year lease. It then paid a $97 million tranche in January 2018. A third, $584.2 million tranche was paid on June 21, 2018. The total investment for this lease was therefore $973.2 million.

Number of official sources

6

Number of total sources

10