BCPE Neon Cayman, L.P., a Cayman-registered vehicle whose representative is chairman of a Bain Capital entity, began settling its tender offer for Baudroie (Tokyo Prime, 4413) on October 13. It is paying for the deal partly with ¥37bn of bank loans secured on the shares it holds.
See also: Earlier Tokyo Brief coverage.
How the deal is funded
Total acquisition funding is ¥72.52bn, made up of ¥35.52bn of own funds and ¥37bn of borrowings. The lenders are the Bank of Yokohama and Resona Bank at ¥16.05bn each, and Aozora Bank at ¥4.90bn.
The loan can also cover repayment of Baudroie's existing borrowings and related costs. On October 9 the vehicle signed share pledge agreements with the three banks over all the Baudroie shares it acquired. That pledge is the stated reason for the change report. The report gives no interest rate or tenor.
Stake and founder shares
The vehicle holds 28,123,848 shares, or 87.43% of 32,169,108 shares outstanding, the same percentage as in its earlier report. The offer ran from August 19 to October 5 and succeeded on October 5. The acquisition is recorded at ¥2,578.51 a share.
Three founder shareholders agreed on August 18 to transfer all their Baudroie shares to the vehicle without a tender offer if the offer succeeded. The shares total 17,939,600, and the transfer is scheduled for October 13. Shares tied to a share-transfer reservation right that one founder granted to Baudroie employees (181,200) can be excluded, which would leave 17,758,400 shares to be transferred. The report describes the transfers as planned and does not confirm they were carried out.
What still needs a vote
The vehicle plans to ask Baudroie to call an extraordinary shareholders' meeting soon after settlement. It would vote on a share consolidation under Article 180 of the Companies Act, designed to leave the vehicle and its joint holders as the only shareholders. It would also vote on an amendment scrapping the unit-share number, conditional on the consolidation taking effect. The vehicle plans to vote in favour of both. The report gives no date for the meeting.