投行案例分析：【人物照片】Ho chips US$80m into MGM （转贴）——谁有时间分析一下这个deal structure
Ho chips US$80m into MGM
Zach Coleman
April 29, 2005
Pansy Ho buys 50 percent of casino.
Casino heiress Pansy Ho has invested US$80 million (HK$624 million) for a half-stake in MGM Grand Paradise, slated to become the city’’s fifth casino operator.
Ho shares ownership of the MGM Grand Paradise with American casino giant MGM Mirage, which published its agreement with Ho in a filing this week with United States securities regulators.
MGM Grand Paradise is investing about US$775 million to build the MGM Grand Macau casino resort behind the Wynn Macau resort.
The joint venture is paying about US$200 million to Sociedade de Jogos de Macau, the casino company run by Ho’’s father, Stanley, for the right to operate in Macau. It hopes to open its first project in late 2007.
MGM Mirage’’s filing revealed that Pansy Ho paid US$12.5 million for her shares in MGM Grand Paradise and extended an interest-free shareholder loan of US$67.5 million to the venture.
MGM Mirage paid US$112.5 million, or nine times more than Ho, for its half of the venture’’s shares. It also extended an interest-free loan of US$67.5 million and committed to lend an additional US$100 million with interest.
Ho gets to appoint four of the venture’’s seven directors, who will initially include herself and sister Daisy.
MGM Mirage’’s appointees, including its chairman and chief executive Terry Lanni, executive vice president Gary Jacobs and MGM Mirage Development president Kenneth Rosevear, get equal voting power on the board, despite being outnumbered. Lanni will serve as chairman and Pansy Ho as managing director. The filing said the venture will pay MGM Mirage a consulting fee equal to 1.75 percent of the cost of the MGM Grand Macau, excluding land cost, for providing development assistance.
A company designated by Ho will receive a development consulting fee of 0.875 percent of costs. MGM Grand Macau will include 2 million square feet of gross floor area, according to the shareholders'’ agreement.
MGM Grand Paradise is to repay US$30 million of the interest-free shareholder loans each year after the MGM Grand Macau opens, then US$50 million a year once it has paid off the interest-bearing loan from MGM Mirage.
Once the interest-free loans are repaid, MGM Grand Paradise will pay its owners US$30 million in advance dividends each year, or US$50 million if the interest-bearing loan has been paid off.
The agreement addresses a range of contingencies by potentially requiring any partner whose circumstances might change to withdraw from the venture. These include Ho succeeding her father, 83, as managing director of SJM, MGM Mirage’’s investing in other companies operating casinos in Macau, or MGM Mirage’’s gross gaming revenue ｄｒｏｐping below US$1 billion a year.
MGM Mirage generated US$2.2 billion in casino revenue last year.
Despite the venture’’s momentum, Nevada regulators have said they are continuing to investigate Pansy Ho, and have yet to give their consent to MGM Mirage forming a partnership with her.
http://www.thestandard.com.hk/stdn/std/China/GD29Ad09.html
关键字: 照片, 安氏案例分析
