The Capital Law Office represented UCity on the acquisition of all assets from Unicorn Enterprise, a wholly-owned subsidiary of BTS Group, which engages in real estate and property businesses. Partner Paradorn Leosakul led the transaction, which was valued at β12 billion (US$363.6m) and below we speak with him about this transaction, the firm’s involvement and how he navigated his team through it all.
Interview with Paradorn Leosakul
Please tell me about your involvement in the deal?
We represented UCity Public Company Limited in the acquisition of all assets from Unicorn Enterprise Co., Ltd., a wholly owned subsidiary of BTS Group Holdings Public Company Limited, engaging in the property business with a transaction value of THB 12 billion (approximately USD 363.6 million).
Why is this a good deal for all involved? What challenges arose? How did you navigate them?
This transaction is the acquisition of all assets and liabilities of Unicorn Enterprise Co., Ltd., a wholly owned subsidiary of BTS Group Holdings Public Company Limited, engaging in the property business through the Entire Business Transfer transaction. In this transaction, the consideration for this acquisition payable by UCity is in the way of: (i) accepting the outstanding debts of Unicorn; and (ii) issuing newly issues preferred shares plus Warrants to purchase ordinary shares to Unicorn. In addition to the acquisition, UCity also offered newly issued preferred shares plus Warrants to purchase ordinary shares (as a ‘sweetener’) to Bangkok Bank under the private placement and to the existing shareholders under the right offering.
Since the consideration for this acquisitions is an issuance of newly issued preferred shares which will be listed on the Stock Exchange of Thailand, the preferred shares are consisted of special features such as (a) accumulative dividend for year 1-5th; (b) convertible to ordinary shares after year 5th; and (c) the voting right is one share for one vote but may be decreased after the 5th year (if there is no unpaid accumulative dividend). Due to the feature of preferred shares, these is an unprecedented case, in which we need to do a lot of legal research and consultation with the relevant regulatory.