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Overview

BOC New Zealand contributes to a syndicated loan to facilitate CITIC Capital's acquisition of Trilogy International Limited (Linked to Record ID#92410)

Commitment Year•2018Country of Activity•New ZealandDirect Recipient Country of Incorporation•Cayman IslandsOverseas Jurisdiction•New ZealandSector•Business And Other ServicesFlow Type•Loan

Status

Project lifecycle

Completion

Pipeline: PledgePipeline: CommitmentImplementationCompletion

Timeline

Key dates

Commitment date
Jan 1, 2018
Start (actual)
Apr 18, 2018
End (actual)
Apr 18, 2018

Stakeholders

Organizations involved in projects and activities supported by financial and in-kind transfers from Chinese government and state-owned entities

Ultimate beneficial owners

At least 25% Chinese ownership

Funding agencies

State-owned Commercial Banks

  • Bank of China (New Zealand) Limited (BOC New Zealand)

Cofinancing agencies

State-owned Commercial Banks

  • Bank of China (BOC)

Receiving agencies

State-owned companies

  • CITIC Capital China Partners III, L.P.

Loan description

2018 syndicated loan from BOC New Zealand to facilitate CITIC Capital's acquisition of Trilogy International Limited

Interest type•Unknown

Narrative

Full Description

Project narrative

On December 15, 2017, CITIC Capital China Partners III, L.P. — a private equity arm of CITIC Capital Holdings Limited incorporated in the Cayman Islands — entered into a Scheme Implementation Agreement (SIA) with New Zealand cosmetic and fragrance firm Trilogy International Limited (TIL) under which a wholly owned subsidiary of CITIC Capital would acquire all outstanding shares (100%) of TIL for $2.90 NZD per share, a consideration of $211 million NZD in total. Then, in 2018, Bank of China (New Zealand) Limited (BOC New Zealand) and the Macau Branch of Bank of China (BOC) provided a syndicated loan to CITIC Capital to facilitate its acquisition of TIL. The Macau Branch and BOC New Zealand jointly arranged this loan; BOC New Zealand acted as Agent. The face value and terms of this loan are unknown. This project captures the contribution of BOC New Zealand; linked Record ID#92410 captures the contribution of the Macau Branch of BOC. TIL NZ Rose Investment Limited, a special purpose vehicle and wholly owned subsidiary of CITIC Capital, was the acquiring entity of TIL. CITIC Capital decided to acquire TIL in part because of TIL's growth in the Asia, U.S., and U.K. CITIC Capital's offer defeated that of several other prospective buyers of TIL. On March 13, 2018, CITIC Capital and Business Bakery LP, a 31.2% shareholder in TIL, entered into an agreement in which Business Bakery agreed to pay a certain amount of transactional costs incurred by CITIC Capital in relation to the proposed acquisition. TIL shareholders approved the acquisition on March 14, 2018. The New Zealand Overseas Investment Office approved this acquisition on March 27, 2018. The acquisition was then successfully completed on April 18, 2018. Trilogy International Limited (TIL) is a New Zealand natural beauty and home fragrance company known for its flagship brand Trilogy, ECOYA, and Goodness. Trilogy was listed on the New Zealand and Australian stock exchanges. Its largest shareholder prior to acquisition was Business Bakery LP (31.21%), followed by the public of New Zealand at (26.5418%).

Staff comments

1. The New Zealand Overseas Investment Office priced the acquisition at approximately $203 million NZD, based on the number of all Trilogy International Limited’s issued shares as of the record date for the transaction multiplied by $2.90 NZD (see "Case 201720134 - CITIC Capital China Partners III, L.P and TIL NZ Rose Investment Limited"). Media sources tend to state a $211 million NZD figure from the initial announcement (see "CHINA'S CITIC CAPITAL OFFERS $211 MILLION FOR TRILOGY INTERNATIONAL"). 2. The specific borrower within CITIC Capital Holdings Limited is unclear, although it is apparent that BOC provided a loan to CITIC Capital. For now, AidData has coded CITIC Capital China Partners III, L.P. as the borrower, as it was the specific entity involved in this acquisition.