COUNTRY REPORT JAPANThe Tokyo-listed REIT mainly invests
in office and residential properties
nationwide.
EQUITY CAPITAL MARKETS
› CHATWORK SET TERMS FOR ¥15BN TSE IPO
Japanese business communications software
provider CHATWORK has set the terms for an
IPO of up to ¥15bn (US$142m) next month
on the Tokyo Stock Exchange, according to
DealWatch, IFR’s sister publication in Japan.
The company is offering 8.5m shares (7%
primary/93% secondary) at ¥1,440–¥1,770
each. There is an overallotment option of
15% of the base deal or 1.28m shares.
Selling shareholders include EC Studio,
JAFCO SV4 Investment Limited Partnership
and GMO Venture Partners.
Established in July 2000, Chatwork is
a group chat application designed for
business communications and used by
229,000 companies worldwide, according to
the firm’s website.
Proceeds will be used for recruitment
and personnel expenses, advertising and
server upgrading.
Daiwa is leading the transaction with
Mizuho, SMBC Nikko and SBI.
In June, US workplace messaging
software provider Slack Technologies
completed a direct listing on the New York
Stock Exchange that valued it at US$23bn
at the close of its first day of trading.› HPC SEEKS TSE IPO OF UP TO ¥5.37BNJapanese technology company HPC SYSTEMS is
seeking to list on the TSE with an IPO that
could raise up to ¥5.37bn.
The base deal of 50,000 primary shares
and 2.7m secondary shares is being marketed
at an indicative price of ¥1,930. There is a
greenshoe option of 417,000 shares.
The IPO will give the company a
potential market capitalisation of ¥8.68bn.
About 80% of the deal will be allocated
to retail buyers and the rest to institutional
investors.
The books will be open from September
9–13. The deal will price on September 17.
Shares of HPC Systems are due to start
trading on September 26.
SMBC Nikko is the sole lead manager and
bookrunner.› SANKEI REAL ESTATE PRICES FOLLOW-ONTSE-listed SANKEI REAL ESTATE has raised
¥13.3bn from a follow-on offering of units.
The real estate investment trust sold
the base deal of 111,619 units at ¥118,734
each, a 2.5% discount to the August 21
close of ¥122,900, after deducting expected
distributions of ¥1,121 per unit. The deal
was marketed in an indicative discount
range of 2.5%–5.0%.
There is a greenshoe option of 5,581units, or 5% of the base size.
The deal is structured as a rinpo, a
domestic offering with a dedicated overseas
placement for institutional buyers but no
English language prospectus.
There is a 90-day lock-up period on the
issuer.
Daiwa, Mizuho and Nomura are the joint
lead managers and bookrunners.› TAKARA LEBEN REIT IN FOLLOW-ONTAKARA LEBEN REAL ESTATE INVESTMENT opened
books last Thursday and Friday for a
follow-on share offering to raise up to
¥14.7bn.
The base deal of 117,000 primary units is
being marketed at a discount range of 2.5%–
5.0% to the market close of the pricing date,
after deducting a scheduled ¥4,600 dividend.
There is an overallotment of 5,850
secondary units.
About 70% of the deal will be allocated
to retail buyers and the rest to institutional
investors.
The deal will price between August 26
and August 28. The shares were quoted at
¥123,400 last Friday.
SMBC Nikko and Mizuho are joint lead
managers and bookrunners.› SHINSEI BANK PRICES AT NARROW ENDShareholders in Japan-based SHINSEI BANK
have raised ¥55bn from a global follow-onMGM China pays up to raise HK$9.75bn refi
Loans Casino operator follows Sands China’s templateHong Kong-listed MGM CHINA HOLDINGS has
self-arranged a HK$9.75bn (US$1.24bn)
unsecured loan, paying richer pricing than
the loan it is refinancing.
The revolving credit facility will mature on
May 15 2024, according to the company’s
stock exchange filing on August 12 when the
deal was signed with 13 banks.
The interest margin is tied to a leverage
grid and opens at 275bp over Hibor based
on a leverage ratio of 4.00x or more. It then
steps down to 250bp for a leverage ratio of
3.50x–3.99x, 225bp for 3.00x–3.49x, 200bp
for 2.50x–2.99x, 175bp for 2.00x–2.49x, and
162.5bp for below 2.00x.
Lead arrangers joining with US$150m-
equivalent or more were offered an upfront
fee of 150bp, while senior managers
committing US$50m–$149m earn a fee of
125bp. Managers with tickets of US$25m–
$49m receive a 100bp fee.
Proceeds refinance the remainingoutstanding on a HK$23.4bn loan completed
in June 2018, which offers margins tied to a
leveraged grid that are 25bp lower at every
level compared to the latest borrowing.
The 2018 loan comprises a HK$15.6bn term
loan and a HK$7.8bn revolver, with MGM
China’s properties in Macau serving as security.
Bank of America Merrill Lynch was the
coordinator of that loan, which attracted 21
other banks.
A partial prepayment of the 2018 loan has
already taken place after MGM China issued
senior notes totalling US$1.5bn in mid-May,
according to the borrower’s stock exchange
filing on May 16.
The new loan also funds working capital
and general corporate purposes.
The refinancing was originally launched
as a dual-currency loan available in Hong
Kong and US dollars, but is denominated in
the former as all commitments were in Hong
Kong dollars.MGM Resorts International must own at
least 50% of MGM China throughout the
facility’s tenor, according to the filing.
MGM China’s latest refinancing exercise
is similar to Sands China’s US$2bn
refinancing last November. The new loan
replaced a US$2bn four-year revolver
tranche of a US$6.385bn secured facility
for VML US Finance from August 2016.
Sands China has already repaid the
remaining US$4.385bn portion of the 2016
facility from the proceeds of a bond issued
in August last year.
MGM China is rated Ba3/BB−/BB, while
Sands China is rated Baa2/BBB−/BBB−.
Moody’s upgraded Sands China to Baa2 from
Ba1 on July 24 as the rating agency expects
the company’s parent company Las Vegas
Sands Corp to record a continued increase in
earnings and reduced debt.
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