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Hong Kong Disney Land

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Submitted By MumtazNoori76
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Global Banking and Capital Markets

Hong Kong Disneyland
HK$3.3 bn project loan
Prof. Ingo Walter
1

Hong Kong Disneyland
Borrower
Project Cost
Infrastructure Start
Construction Start
Opening
HKTP Structure

Hong Kong International Theme Parks Limited
(HKTP) - owner & operator
HK$14 Billion
End-2000
End-2002
2005
- HK government 57% plus conversion rights into common for infrastructure development (up to
75% ownership if exercised) - HK$ 3.25 billion
- Disney 43% - HK$2.45 billion
- HK government sub-debt with repayment starting in Year 16 - HK$6.1 billion
- Bank Loan - HK$2.3 billion 15-year non-recourse loan plus HK$1 billion non-recourse revolving working capital loan post-construction – HK$3.3 billion. 2

Mandate - Seeking
Disney acting on behalf of HKTP, asks 17 banks to bid and it could mandate upto 3 banks to lead the deal

Chase options:

No bid
Bid to win
Bid to lose

3

Chase Options
No bid
1.
Joint mandate (fee split)
2.
Aggressive competition (especially from Bank of China and HSBC)
3.
Bad track record (Eurodisney)
4.
Credit Issues:
15-year maturity
No collateral other than site yet to be built
Non-subordination of management fees
Desire to use cash flows to grow the project
Market risk
Force majeure risk
5.

Need for fully underwritten deal

4

Chase Options
Bid to win
1.
Disney important client
2.
Marquee deal for the region
3.
Chase not a top-10 player in Asian project loans Exh.6a (weak spot it is global leader). Management pressure to “buy” deal?
4.
Highly profitable if sole mandate

5

Chase Options
Bid to lose
1.
Save face as relationship bank but not get stuck in an unprofitable or excessively risky and excessively long-term deal
2.
Ideal - get shortlisted and lose gracefully or win with sufficient compensation 3.
Effort and expense involved against “soft” returns from the Disney relationship 4.
Preserve of optionalilty of waiting.
Decision
Bid to lose
Chase shortlisted

6

League Tables
Exhibit 6a

Position
1
2
3
4
5
6
7
8
9
10

Book Manager of U.S. Syndicated Loans in 1999 (Full Credit to Book Manager)

Arranger Name
Chase Manhattan Bank
Bank America
Citigroup
JP Morgan
Bank One
Deutsche Bank AG
Fleet Boston
Credit Suisse First Boston
First Union
Bank of New York

Amount
Percent
($ billion) of Total
$359.6
33.8%
225.6
21.2
94.7
8.9
58.5
5.5
48.9
4.6
33.0
3.1
31.9
3.0
20.2
1.9
19.2
1.8
18.1
1.7

Source: Thomson Financial Securities Data

Exhibit 6b

Position
1
2
3
4
5
6
7
8
9
10

Top Arrangers of Global Project Finance Loans in 1999

Arranger Name
Citigroup
Chase Manhattan Bank
Bank of America
Deutsche Bank AG
Soceite Generale SA
ABN AMRO Bank NV
Credit Suisse First Boston
Westdeutsche Landesbank Girozentrale
Credit Lyonnaise
Dresdner Bank AG

Source: Euromoney’s Project Finance, July 2000.

Amount
Number
($ millions) of Deals
$7,919.9
49
6,087.5
39
5,793.0
36
4,715.4
44
4,247.9
45
3,905.6
47
3,345.9
18
3,246.0
31
2,891.9
43
2,824.5
38

7

League Tables
Exhibit 6c

Position
1
2
3
4
5
6
7
8
9
10

Top Arrangers of Asian Project Finance Loans in 1999

Arranger Name
HSBC
ABN AMRO Bank NV
ANZ Banking Group Ltd.
World Bank
JBIC
Sanwa Bank Ltd.
Industrial Development Bank of India
Chang Hwa Commercial Bank Ltd.
Japan Development Bank
Citigroup Inc.

Amount
Number
($ millions) of Deals
$972.7
3
716.4
3
466.3
8
444.1
5
363.9
2
358.1
3
333.0
1
317.7
2
317.5
2
280.7
4

Source: Euromoney’s Project Finance, July 2000.

8

Selling Risk to Potential Participants
15 year maturity
No collateral other than site yet to be built
Non-subordination of management
Desire to use cash flows to grow the project
Market turbulence risk
Force majeure risk

9

Risk mitigation
Conservative project capital structure
Term loan is only 15% of total capitalization (HK government loan debt service starts only after the term loan has been repaid) HK government commitment to the project (tourism, jobs)
Adequate debt-service covet even in the worst-case scenario
Performance competence of HK government
Performance competence of Disney
Underwriting risk facing Chase and any sub-underwriters

10

Loan Pricing
Issues

HKTP

Chase

-

Interest spread and commitment fees to banks
Underwriting fee to borrower
Closing fees paid to banks by Chase
Pricing left to bank competition
HKTP not under shareholder pressure on WACC
Ancillary benefits to HK
100bp +/- not too important to project economics
Flexibility in terms/ covenants more important
Final target hold position HK$300 million = 10%
Underwriting risk for the rest
Time and effort
Opportunity cost
Reputation risk
Must cover fee to banks

11

Loan Pricing
Banks

- Must be convinced by Chase on credit issues
- Comparables (Exh. 7) show lots of liquidity and oversubscription at the time
- Spread of 135-135bp seems reasonable for quasi-government deal Fees

- Total fees to HKTP – 125 bp
Sub-underwriting fees of 25 bp
Closing fees of 70 bp top to 50 bp bottom tier
So sub underwriters get 95 bp

12

Selected Recent Comparable Transactions
Exhibit 7

Selected Recent Comparable Transactions

Borrower
Industry

Hong Kong Quasi Sovereign Deals
Airport Authority
Mass Transit Railway of Hong Kong
Corp (MTRC)
Public Utility
Public Utility

Regional Project Deals
Hutchison
Asia Container
Telephone Corp.
Terminals
Telecommunications
Shipping

Other Corporate Deals
Cheung Kong
Finance Co. Ltd.
Properties

Country

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Hong Kong

Rating (S&P, Moody’s)

NR

A/A3

NR

NR

A

Guarantor

--

--

--

--

Cheung Kong (Holdings) Ltd.

Purpose

General Corporate

Build-out Financing

Project Financing

General Corporate

Facility Type

Term Loan

Working Capital/
Refinancing
Term Loan

Term Loan

Term Loan

Term Loan

Amount in Transaction Currency
(US$ equivalent)

HK$6,500MM
(US$837MM)

HK$3,000MM
(US$386MM)

HK$4,000MM
(US$514MM)

HK$3,400MM
(US$437MM)

HK$2,300MM
(US$296MM)

Tenor

3-year bullet/ 5-year bullet

4-year bullet

5-year/ 7-year

10-year amortizing

5-year bullet

Undrawn Pricing (bps)

25.0

15.0 Year 1, 25.0 Thereafter

25.0

50.0

25.0

Drawn Pricing (bps)

HIBOR+65.0 bps/
HIBOR+85.0 bps

HIBOR+75.0 bps

HIBOR+110.0 bps/
HIBOR+130.0 bps

HIBOR+170.0bps/
HIBOR+195.0bps

HIBOR+58.5bps

Upfront Fees (bps)

(U/W) 6.0/10.0
(Top Tier)54.0/90.0

(Club Members) 25.0

(U/W) 100/100
(Top Tier)50.0/75.0

(Top Tier) 70.0

(Top Tier) 32.5

All-in p.a. to Top Tier (bps)

HIBOR+85.0 bps/
HIBOR+105.0 bps

HIBOR+81.2 bps
(Club members)

HIBOR+123.9 bps/
HIBOR+145.6 bps

HIBOR+177.8 bps

HIBOR+65.0 bps

Launch Date

May 1999

September 1999

November 1999

September 1999

November 1999

Signed Date

July 1999

September 1999

March 2000

January 2000

December 1999

Lead Arrangers

Chase (books), BOC
(books), HSBC, ABN, and
SCB

12 banks (self arranged)

Chase (books), ABN
(books)

ABN, BofA, DG Bank, SG, NAB,
WestLB, Dresdner

BofA, BOC, CEF Capital, SG

Remarks

Transaction was oversubscribed and increased from HK$4,000.
Borrower is owned by the
HK government and was set up to build, operate and maintain HK’s new Chek
Lap Kok airport

Borrower’s self arranged club deal includes ABN,
BOTM, Chase, DKB, Fuji,
HSBC, BOC, BNP, Citi, DG,
Hang Seng and SCB.
Borrower operates the territory’s mass railway system. MRTC is wholly owned by the HK government. Lead Arrangers raised over HK$12,000MM for this non-recourse build out financing. Borrower is owned by Hutchison
Whapoa, Motorola and
NTT Mobile
Communications (NTT Do
Co Mo).

Sponsors are New World
Infrastructure Ltd., Hong Kong
Land Holdings Ltd., Sing Hung
Kai Properties Ltd., and SeaLand Orient Terminals Ltd.
Transaction will finance
Borrowers’ 41% share in construction of container
Terminal 9 in Tsing Yi, Hong
Kong.

Fully underwritten by coordinating arrangers. The transaction is oversubscribed and increased from
HK$2 bn to HK$2.3 bn. Borrower is
Li Ka Shing’s property holding company. Source: Loan Pricing Corporation

13

Commitment Letter
Problem with changing condition, given the 15-year term:
Material Adverse Change Clause
- Underwriter can withdraw commitment
Market Flex Clause - Chase can alter terms during underwriting period (4+ weeks) - Converts underwriting into best-efforts deal?
- Definition of material adverse change
- Volatility of HK markets (Exh 1 & 2)
- Hedging risk in market not easy due to uncertain drawdown
- Flex provision common in other (albeit less volatile) markets
- Rarely invoked, even during the Asia crises
- Probably would only be used to tweak the terms
Would Disney accept the imbedding market flex in pricing?
- Overpayment and over-subscription
- Leaving door open for renegotiation
14

Syndication Strategy
Size of Chase take and hold?
Larger shows greater commitment
Lower fee-to-booking ratio
Capital-intensity of loans
Distributor of loan products to client banks
Policy is to hold 10% on loans it syndicates
General Syndication vs. sub-underwriting?
Sub-underwriting = wholesale
General syndication = retail
Share risk and fee (Exch. TN-1)
Difficult deal → sub-underwriting
Client concern about its relationship banks → sub-underwriting
League table standing of banks → sub-underwriting
15

Impact of different syndication strategies
Exhibit TN-1 Impact of Different Syndication Strategies
Hold
Amounts
(HK$ mn)

Syndication Strategy
#3
#4
(Ex. 8c)
Sole
Sole

#2
(Ex. 8b)
Joint

Sole

Joint

Yes

Chase Mandate
Sub-Underwriting

#1
(Ex 8a)
Sole

#5

#6

No

No

No

No

Yes

Number of Banks
Chase

$300

1

1

1

1

1

1

Coordinating Arrangers
(other Mandated Banks)
Lead Arrangers
(Sub-underwriters)
Arrangers

$300

0

2

0

0

0

2

$300

4

0

0

0

0

3

$250

4

4

4

12

0

4

Co-Arrangers

$150

4

6

8

0

0

2

Lead Manager

$100

2

5

8

0

30

2

15

18

21

13

31

14

Chase Fees in US$000a

$1,776

$1,126

$2,995

$2,596

$3,365

$884

Chase Max. Exposure (HK$mn)

$3,300

$1,100

$3,300

$3,300

$3,300

$1,100

$660

$1,100

$3,300

$3,300

$3,300

$550

$85

$141

$423

$423

$423

$71

0.021

0.008

0.007

0.006

0.008

0.013

7

8

10

8

18

7

Total # of banks

Chase Exposure in the
General Syndication
HK$ in millions
US$ in million
Chase Fees/ Chase Gen. Synd. Exposure
# Banks Needed to control 60% a Assuming an underwriting fee of 1.25%, sub-underwriting fee of 25bp (where applicable), top-tier closing fees of 70 bp, and a final hold position for Chase of HK$300 million.

16

Which Banks to Invite?
Administrative simplicity smaller syndicate
Deterrence of default larger syndicate
Syndicate size and credit risk FROWN
Local banks give comfort to foreign banks
Nationality and political risk
Appetite for HK$ exposure

17

Denouement
Early September 2000
Chase invited 7 banks to submit $HK600mm sub-underwriting commitment in return for 25bp sub-underwriting fees
2 from Disney shortlist
3 Disney relationship banks
HSBC

Six accepted within 2 weeks
Commitment scaled-back from HK$600mm to HK$471mm apiece
(6+chase = 7 banks x HK471mm = HK$3.3 billion)
General syndication launched on October 11th with invitations to 67 banks and response deadline of October 25th
Total requirement
HK$ 3,300 mm
Sub underwriters
HK$ 2,100 mm (7 x HK$300mm hold)
Remaining need
HK$ 1,200 mm
25 banks committed to HK$5.3 billion 4.4x oversubscribed
16 banks from Hong Kong and China
18 banks wanted to be Arrangers to earn 70bp vs. 50 bp
18

General syndication
Exhibit 1 General Syndication Feedback as of October 27, 2000
Bank

Bank Nationality

BNP Paribas
Bank of China (BOCI) Capital
Chase Manhattan Bank
Credit Agricole Indosuez
Fuji Bank
HSBC Investment Bank
Standard Chartered Bank

France
China
USA
France
Japan
UK/ Hong Kong
UK/ Hong Kong
Sub-Total from Lead Arranger Banks

Lead Arrangers/ Sub-Underwriters (25bps)
1
2
3
4
5
6
7

Arrangers (70bps)

Remarks (Date)

Committed Amount
$600
600
600
600
600
600
600
$4,200

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18

Abbey National Treasury Services plc
Agricultural Bank of China
Banca Nazionale del Lavoro
Bank of Communications
Bank of East Asia
Bank of Tokyo-Mitsubishi
Bayerische Landesbank
Chekiang First Bank
China Construction Bank
DG Bank
Hang Seng Bank
ICBC Asia
Industrial and Commercial Bank of China
Keppel Tat Lee Bank Limited, Hong Kong
Overseas Union Bank
Shangai Commercial Bank Ltd.
Wing Hang Bank
Wing Lung Bank Ltd.

U.K.
China
Italy
China
Hong Kong
Japan
Germany
Hong Kong
China
Germany
Hong Kong
China
China
Singapore
Singapore
Hong Kong
Hong Kong
Hong Kong

Committed (10/23)
Committed (10/19)
Committed (10/20)
Committed (10/25)
Committed (10/25)
Committed (10/24)
Committed (10/25)
Committed (10/25)
Committed (10/24)
Committed (10/25)
Committed (10/20)
Committed (10/24)
Committed (10/19)
Committed (10/24)
Committed (10/24)
Committed (10/25)
Committed (10/20)
Committed (10/25)

250
250
250
250
250
250
250
250
250
250
250
250
250
250
250
250
250
250

19
20
21

Asia Commercial Bank
Bank Austria Creditanstalt
Sanwa Bank

Hong Kong
Austria
Japan

Committed (10/20)
Committed (10/24)
Committed (10/25)

150
150
150

22
23
24
25

Dah Sing Bank
International Bank of Asia
ITIC Ka Wah Bank
Liu Chong Hing Bank

Hong
Hong
Hong
Hong

Committed (10/24)
Committed (10/24)
Committed (10/25)
Committed (10/24)
Sub-Total From Syndicate Banks
Total Commitment from All Banks

100
100
75
75
$5,300
$9.500

Co-Arrangers (60bps)

Lead Managers (50bps)

Source: Internal company documents

Kong
Kong
Kong
Kong

19

Over-subscription
How to deal with over-subscription HK5.3 commitment
12. billion need?

HK$

First come, first served
Cut all banks back to lowers tier (Manager)
Scale all banks back by same percentage
Scale back of all including sub-underwriters
Criteria
Fairness
Consistency
Client considerations
Everyone ought to make at least US$500,000 in fees (Exhibit TN-A)

20

Result
Aggressive scalebacks from 30% to 63% (Exhibit TN-2)
Lead arrangers/ underwriters (7) HK$3.3 billion
HK$ 910mm
Arrangers (18) HK$ 5,000mm
HK$ 1,890mm
Co-arrangers (3) HK$ 450mm
HK$ 255mm
Lead managers (4) HK$ 350 mm
HK$ 245mm
Total (32) HK$ 9,600 bln
HK$ 3,300mm

21

Credit facility allocations
Exhibit TN-2 HK$3.3 Billion Senior Secured Credit Facility Allocations
Term Loan

Revolving Credit

Committed

Lead Arrangers/ Underwriters
Bank of China, Hong Kong Branch
BNP Paribas
The Chase Manhattan Bank
Credit Agricole Indosuez
The Fuji Bank Limited
The Hongkong and Shanghai Banking Corporation Limited
Standard Chartered Bank

Revolving Credit
Facility Allocation

1
2
3
4

Arrangers
Abbey National Treasury Services plc
The Agricultural Bank of China, Hong Kong Branch
Banca Nazionale del Lavoro S.p.A., Hong Kong Branch
Bank of Comuunicaitons, Hong Kong Branch
The Bank of East Asia, Limited
Bayerische Landesbank Girozentrate, Hong Kong Branch
Chekiang First Bank Ltd.
China Construction Bank, Hong Kong Branch
DG Bank Deutsche Gennossenschaftsbank AG, Hong Kong Branch
Hang Seng Bank Limited
The Industrial and Commercial Bank of China, Hong Kong Branch
The Industrial and Commercial Bank of China (Asia) Limited
Keppel TaLee Bank Limited, Hong Kong Branch
Overseas Unione Bank Limited, Hong Kong Branch
Shanghai Commercial Bank Limited
Tokyo-Mitsubishi International (HK) Limited
Wing Hing Bank, Limited
Wing Lung Bank Limited
Sub Total

174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
174,242,424.2
3,136,363,636

75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
75,757,575.8
1,363,636,364

58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
Average:

58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%
58.0%

73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
73,187,500
1,317,375,000

31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
31,812,500
572,625,000

104,545,454.5
104,545,454.5
104,545,454.5
313,636,364

45,454,545.5
45,454,545.5
45,454,545.5
136,363,637

43.4%
43.4%
43.4%
Average:

43.2%
43.2%
43.2%
43.3%

59,187,500
59,187,500
59,187,500
177,562,500

25,812,500
25,812,500
25,812,500
77,437,500

Sub Total

1
2
3

328,571,428.6
328,571,428.6
328,571,428.6
328,571,428.6
328,571,428.6
328,571,428.6
328,571,428.6
328,571,428.6
2,300,000,000

Sub Total

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18

69,696,969.7
69,696,969.7
52,272,727.3
52,272,727.3
243,939,394

30,303,030.3
30,303,030.3
22,727,272.7
22,727,272.7
106,060,606

30.1%
30.1%
30.3%
30.3%
Average:

29.7%
29.7%
29.3%
29.3%
29.9%

48,687,500
48,687,500
36,437,500
36,437,500
170,250,000

21,312,500
21,312,500
16,062,500
16,062,500
74,750,000

TOTAL

5,993,939,393

2,606,060,607

2,300,000,000

1,000,000,000

Co-Arranger
Asia Commercial Bank Ltd.
Bank Austria Creditanstalt International AG, Hong Kong
The Sanwa Bank, Limited

Lead Manager
Dah Sing Bank, Limited
International Bank of Asia Limited
CITIC Ka Wah Bank
Liu Chong Hing Bank Limited

32
Commitment from Lead Arrangers
Commitment from General Syndicate
Total Commitment for HKDL Transaction
Oversupscription

$

Allocation
% Scaled Back

Sub Total

1
2
3
4
5
6
7

$

Amounts (HK$)

Term Loan

Committed

Amounts (HK$)

142,857,142.9
142,857,142.9
142,857,142.9
142,857,142.9
142,857,142.9
142,857,142.9
142,857,142.9
142,857,142.9
1,000,000,000

72.4%
72.4%
72.4%
72.4%
72.4%
72.4%
72.4%
72.4%
Average:

72.5%
72.5%
72.5%
72.5%
72.5%
72.5%
72.5%
72.5%
72.4%

4,200,000,000
5,420,000,000
9,620,000,000
191%

$

90,687,500
90,687,500
90,687,500
90,687,500
90,687,500
90,687,500
90,687,500
90,687,500
634,812,500

$

39,312,500
39,312,500
39,312,500
39,312,500
39,312,500
39,312,500
39,312,500
39,312,500
275,187,500

22

Estimated Compensation for the Transaction
Loan Amount ($HK millions)=

$3,300

Underwriting Fee=

1.25%

Mandate=

Sole

Sub-Underwriting=

Sub-Underwrting Fee=

0.25%

$HK/$US Exchange Rate=

Top-Tier (Arranger) Fee=

0.70%

Total Underwriting Fees ($HK millions)=

assumed fee

Yes
7.8
$41.25

Sub
Initial Underwriting

Chase
# Other Mandated Banks
Lead Arrangers (Sub UW)
Arrangers
Co-Arrangers
Lead Manager @HK$100
Lead Manager @HK$75

Commitment
Amount
# of Banks
(HK$MM)
1
$3,300
0
$0
6
18
3
2
2
32

Total
Commitment
(HK$MM)
$3,300
$0

Underwriting
Allocation
(HK$MM)
$471
$0
$2,829

General Syndication
Invitation
Amount
(HK$MM)

$250
$150
$100
$75
$3,300

$3,300

Total
Commitment
(HK$MM)
$471
$0
$2,829
$4,500
$450
$200
$150
$8,600

Percent
Scaled
Back
72.4%
0.0%
72.4%
58.0%
43.3%
30.0%
30.0%

Final
Allocation
(HK$MM)
$130.0
$0.0
$130.0
$105.0
$85.0
$70.0
$52.5

Total
Allocation
(HK$MM)
$130.0
$0.0
$780.0
$1,890.0
$255.0
$140.0
$105.0
$3,300.0

Allocation per Bank
(US$MM)
$16.7
$0.0
$16.7
$13.5
$10.9
$9.0
$6.7

Per Bank Income (HK$000)

Chase
# Other Mandated Banks
Lead Arrangers (Sub UW)
Arrangers
Co-Arrangers
Lead Manager @HK$100
Lead Manager @HK$75
Total Fees

Underwriting
Fees
0.30%

Calculation of Pool Income
Total Closing Fee Income Available

0.25%

Closing Underwriting
Fees
Spread
0.70%
$9,900
$0
0.70%
0.70%
0.60%
0.50%
0.50%
General
Syndication
Closing
Fees
0.70%

Final
Allocation
(HK$MM)

Sub-U/W
Spread
$1,179
$0
$1,179

Closing
Fee Income
$910
$0
$910
$735
$510
$350
$263

Pool
Income
$106
$0
$106

Total Per Bank
(HK$000)
$12,095
$0
$2,195
$735
$510
$350
$263

(US$000)
$1,550.6
$0.0
$281.4
$94.2
$65.4
$44.9
$33.7

Total for All Banks
(HK$000)
$12,095
$0
$13,170
$13,230
$1,530
$700
$525
$41,250

(US$000)
$1,551
$0
$1,688
$1,696
$196
$90
$67
$5,288

Closing
Total
Fees Closing Fees per Bank
All Banks
(HK$000)
(HK$000)

$3,300

$23,100

Total

Chase

Underwriting

Total Closing Fee Income Payable
Chase

0.70%

$130.0

$910

$910

Other Mandated Banks
Lead Arrangers (Sub UW)
Arrangers
Co-Arrangers
Lead Managers @ HK$100
Lead Managers @ HK$75

0.70%
0.70%
0.60%
0.50%
0.50%

$130.0
$105.0
$85.0
$70.0
$52.5

$0
$910
$735
$510
$350
$263

$0
$5,461
$13,230
$1,530
$700
$525
$22,356

Fee

Fee

(US$000)

1.00%
1.10%
1.20%
1.30%
1.40%
1.50%

$493
$916
$1,339
$1,762
$2,185
$2,608

23

Success?
Favorable:
Massive oversubscription is a vote of confidence in the project
Deal closed in a timely way within parameters satisfactory to Disney
Broad bank participation
No bank who wanted to participate was excluded
Chase had sole mandate on this marquee deal – one of the most important since the Asian Crisis that started in 1997
Chase and other underwriters earned very attractive fees (Exhibit
TN-3)
Chase - HK$ 12,095,000 (1.25% underwriting fee minus 0.95% paid to sub-underwriters)
Others – HK$ 2,193,500 each
Delighted – CA Indosuez, BNP and Standard Chartered (not shortlisted, no more work than smallest syndicate banks but got much higher compensation)

24

Success?
Not so favorable:
Heavy over-subscription indicates overpricing
By Disney?
By Chase?

Sub-underwriting was probably unnecessary
Chase could have kept more of the fees (chose not to in order maintain relations with banks)
Did not meet fairness and minimum fee criteria
That 20 out of 32 final banks were from HK or China suggests political pressure
Closing:

Loan agreement signed on November 25, 2000. Fees paid
Financial closing date (draw-downs possible) on 31 March 2001.

25

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