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Latham & Watkins Advises Singaporean Based Onward Capital in Sale of Notes

September 1, 2021
Deal team advised in S$110 million property group transaction.

Onward Capital Pte. Ltd. (Onward Capital), together with Fabia Enterprises Limited, Good Crown Limited, and Key Trading Limited (collectively, the Vendors) entered into a notes purchase agreement (the NPA) between, amongst others, BP-Real Estate Investment Pte. Ltd., a wholly-owned subsidiary of Bousted Projects Limited, Roark Capital Ltd, and Lim Teck Lee Investments Pte Ltd (collectively, the Purchasers), pursuant to which the Vendors will sell all of their existing holdings in the S$110 million in aggregate principal amount of notes due 2020 issued by SC Aetas (Cayman) Limited to the Purchasers in the proportion set out in the NPA for a total consideration of S$117 million.

Upon completion of the acquisition, Boustead Projects Limited (through BP-Real Estate Investment Pte. Ltd.) will own 50% of the notes, with Roark Capital Ltd and Lim Teck Lee Investments Pte Ltd each holding 25%. The notes are secured by, amongst other things, a charge over shares in SC Aetas Holdings Pte. Ltd., a wholly-owned subsidiary of the Issuer (SCAHPL), which owns the 18-storey mixed development known as Orchard Hills Residences in Singapore, and there is also separately a call option over all of the shares in SCAHPL. Upon the exercise of the call option or the acquisition of Orchard Hills in accordance with the terms of the NPA, the Purchasers shall also pay to the Vendors an additional consideration of an amount equal to S$12.287 million.

Latham & Watkins represented Onward Capital Pte. Ltd. in the transaction with a deal team led by Singapore partner Farhana Sharmeen with associate Rebecca Han. The team previously advised Onward Capital in their initial acquisition of the Notes.