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MoFo Advises GLP on its First Sustainability-Linked Loan of US$658 Million

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Morrison & Foerster advised GLP on its US$658 million sustainability-linked loan (SLL), which is GLP’s first SLL and one of the largest SLLs in the Asia Pacific region. The SLL is tied to GLP’s latest Sustainalytics ESG Risk Rating which reflects GLP’s performance in various environmental, social and governance (ESG) metrics. It features a two-tier incentive mechanism that entitles GLP to an interest rate reduction when targeted improvements in its ESG performance score are achieved. Ten banks participated in this three-year revolving credit facility, with ING acting as the lead sustainability structurer and coordinator for the loan and serving as the sole advisor on GLP’s new green finance framework which will cover the company’s future green use-of-proceeds bond and loan issuances.



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Morrison & Foerster advised GLP on its US$658 million sustainability-linked loan (SLL), which is GLP’s first SLL and one of the largest SLLs in the Asia Pacific region. The SLL is tied to GLP’s latest Sustainalytics ESG Risk Rating which reflects GLP’s performance in various environmental, social and governance (ESG) metrics. It features a two-tier incentive mechanism that entitles GLP to an interest rate reduction when targeted improvements in its ESG performance score are achieved. Ten banks participated in this three-year revolving credit facility, with ING acting as the lead sustainability structurer and coordinator for the loan and serving as the sole advisor on GLP’s new green finance framework which will cover the company’s future green use-of-proceeds bond and loan issuances.GLP is a leading global investment manager and business builder in logistics, real estate, infrastructure, finance, and related technologies. GLP operates across Brazil, China, Europe, India, Japan, the United States and Vietnam, and has over US$100 billion in assets under management. The loan proceeds will be used to contribute to environmental objectives related to climate change mitigation and the promotion of green buildings.ESG considerations were historically the focus of “impact-first” investors that prioritize social or environmental impact above return on capital. Increasingly, ESG is becoming more mainstream with many companies implementing strategies that support environmentally and socially sustainable economic activity and growth. ESG or SLLs incentivize borrowers to improve and also maintain their sustainability performance.The MoFo deal team was led out of Singapore by Finance partner Yemi Tépé, of counsel Hong Cheong Wong, and associates Rakesh Grubb-Sharma and Elaine Zhou, with support from San Francisco partner Susan Mac Cormac and London partner Matthew Dunlap.Read the related <a target="_blank" href="https://www.glp.com/global/article/glp-closes-first-sustainability-linked-loan-658-million-one-largest-apac">press release</a>.

MoFo Advises GLP on its First Sustainability-Linked Loan of US$658 Million

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Yemi Tépé is Global Co-Chair of the Finance Group of Morrison Foerster. With more than 24 years advising clients on the full spectrum of event-driven financings and private equity buyouts, she has extensive experience in domestic and cross-border acquisition and leveraged finance, public to private takeovers, real estate finance, debt structuring and restructuring, margin loans, syndicated lending and subscription line financing.Her clients include leading international banks and financial institutions, private equity sponsors, multinational corporations, alternative financiers such as credit funds, hedge funds and asset managers and emerging growth, mid-cap, and large public and privately held companies.Yemi also sits on MoFo’s Board of Directors, Global Diversity Strategy Committee, ESG Steering Committee and Pro Bono Committee.<h4>Representative Experience</h4><ul><li>GLP China Logistics Fund I and its affiliates in the $5 billion recapitalization and exit of the portfolio developed within the fund, which was GLP’s flagship USD-denominated develop-to-core fund formed in 2013 to invest in prime, institutional-grade modern logistics assets in China.</li></ul><ul><li>The senior lenders on the acquisition financing to CVC Capital Partners for the acquisition of TRY Group, the largest one-to-one tutoring services provider in Japan.</li></ul><ul><li>GLP Pte. Ltd. in relation to subscription line facilities for GLP Japan Development Partners IV (JDP IV), which will have USD9.1 billion in assets under management when fully deployed, one of the largest-ever Japan-focused private real estate funds.</li><li>GLP Pte. Ltd. on a USD658 million sustainability linked syndicated loan facility.</li><li>The mezzanine lenders on the acquisition financing to CVC Capital Partners for the USD1.5 billion acquisition of Shiseido's personal care business.</li><li>The mezzanine lenders on Bain Capital’s approximately USD380 million acquisition of Kirindo, a Japanese pharmacy chain store operator. </li><li>SoftBank Group Corporation in connection with senior and mezzanine acquisition facilities for OYO’s acquisition of Netherlands-based @Leisure. </li><li>PA Chokmah Investment Limited (wholly owned by Ping An Overseas Holdings), as lender in relation to a HKD500 million convertible loan to Wisdom Education International Holdings Company Limited, a Hong Kong listco, principally engaged in operating premium primary and secondary schools in China.</li><li>BlackRock in relation to offshore and onshore acquisition financing in its acquisition of two blocks of grade-A office buildings in Changning, Shanghai from PGIM Real Estate, a property investment affiliate of Prudential Financial.</li><li>MUFG Bank, Ltd. as mandated lead arranger and underwriter of acquisition facilities for two strategic acquisitions aggregating close to USD1billion by Siam City Cement Public Company Limited, a listco on the Stock Exchange of Thailand and Thailand’s second largest cement producer, from LafargeHolcim Ltd.</li><li>Various lenders and private equity funds in relation to capital call/subscription facilities, fund financings and borrowing base facilities.</li></ul>

Yemi Tépé

Partner

Hong Cheong is of counsel in the Finance Group of Morrison Foerster, based in the Singapore office. He has extensive experience in advising private equity sponsors, corporates, founders, financial advisers, credit funds and banks on domestic and multi-jurisdictional finance matters. He specializes in acquisition and leveraged finance, public to private takeovers, syndicated and bilateral lending, margin financing and subscription line financing.Clients have described Hong Cheong as “a terrific attorney” and “incredibly reliable… particularly when pressures are intense”, who ensures that his “clients’ interests are well protected” and whose advice is “thoughtful, creative and tailored”. Hong Cheong’s practice has a strong focus on financing transactions in Southeast Asia and Greater China representing Mandarin-speaking clients, who have commented that “any Chinese client who needs legal service in the realm of international banking and financing will be in need of such an excellent lawyer” and highlighted that Hong Cheong’s “proficiency in Mandarin is a valuable strength for Chinese clients”.Hong Cheong has been recognized by leading legal publications in Asia, notably as an “Up and Coming Lawyer for Banking and Finance in Singapore” by Chambers Asia-Pacific, “Rising Star” by The Legal 500 Asia Pacific and “Singapore Rising Star” by Asian Legal Business.Hong Cheong is a member of the Fund Finance Association’s Diversity in Fund Finance (Asia) Committee, which promotes education, opportunity, action, and affinity in the fund finance industry in Asia.Prior to joining Morrison Foerster, Hong Cheong worked at the London and Hong Kong offices of international law firms. He is fluent in English and Mandarin.<h4>Representative Experience</h4><ul><li>GLP on the financing of its acquisition of a 50% stake in China Merchants Capital, China Merchants Group’s private equity investment vehicle.</li></ul><ul><li>GLP on a US$658 million sustainability linked syndicated loan facility.</li><li>Ascendent Capital Partners in its US$150 million investment in Best Assistant Education Online Limited, an education business subsidiary of NetDragon Websoft Holdings Limited.</li><li>Mezzanine lenders in an acquisition financing for Bain Capital Private Equity’s privatization of Kirindo Holdings Co., Ltd., a Japanese pharmacy chain store operator listed on the Tokyo Stock Exchange.</li><li>Mezzanine lenders on the acquisition financing to CVC Capital Partners for the US$1.5 billion acquisition of Shiseido's personal care business.</li><li>A PRC asset manager on a multi-billion RMB restructuring of onshore and offshore indebtedness of group members of a Hong Kong listed company.</li><li>Private equity sponsors and lenders on fund financings, in particular margin financings and subscription line financings across all fund vintages.</li><li>A consortium led by Hillhouse Capital, HOPU Investment Management, Global Logistic Properties Limited (GLP) founder Ming Mei’s SMG, Bank of China Group Investment and China Vanke Co. on its US$11.7 billion acquisition of GLP, the largest private equity buy-out in Asia (ex. Japan) to date.*</li><li>China Grand Automotive Services Co. Ltd. (SSE: 600297) and its subsidiaries on a US$358 million syndicated term loan facility (with a green shoe option up to US$422 million) for general corporate and refinancing purposes.*</li><li>Grand Baoxin Auto Group Limited (HKSE: 1293) on its US$763.4 million syndicated term loan facility (with a green shoe option up to US$86.6 million) in connection with the refinancing of a term loan facility.*</li></ul>*Includes work performed at prior firms

Hong Cheong Wong

Of Counsel

Elaine Zhou is an associate in Morrison Foerster’s Singapore office. She represents leading international banks and financial institutions, major corporations and investors on their Asia-Pacific multi-jurisdictional financing matters. Her practice focuses on the areas of cross-border acquisition and leveraged finance, fund finance, syndicated and bilateral lending and restructuring.Prior to joining Morrison Foerster, Elaine was an associate in the Singapore office of a leading international law firm. She was previously seconded to the Singapore branch of a Japanese bank in 2018. She is fluent in English, Mandarin and Japanese.<h4>Representative Matters</h4><ul><li>Represented borrower on a subscription line financing for a newly formed billion-dollar fund in China, involving transaction security from multiple jurisdictions.</li><li>SoftBank Group Corp. in connection with senior and mezzanine acquisition facilities for OYO’s acquisition of Netherlands-based @Leisure.</li><li>Represented lender on a pre-IPO convertible loan financing for a Hong Kong consumer loans finance group.</li><li>Represented lender in relation to a loan facility to the offeror of the privatisation scheme of China Automation Group Limited.</li></ul>

Elaine Zhou

Associate

Rakesh Grubb-Sharma is an associate based in the Tokyo office of Morrison Foerster and is a member of the Financial Transactions Group. Rakesh advises leading international banks and financial institutions, major corporations, private equity sponsors, project sponsors, alternative finance providers, corporates and real estate funds in relation to a broad variety of sophisticated financing transactions in developed and emerging markets.Rakesh specialises in multi-jurisdictional matters focusing on project finance, acquisition leveraged finance, syndicated lending, real estate finance, debt structuring and restructuring, and margin lending.Rakesh has also spent time working in the firm’s London and Singapore offices.Rakesh has been recognized by The Best Lawyers in Japan in its “Ones to Watch” category for Banking and Finance Law.Rakesh received his degree in Law from the University of Bristol in 2013, and subsequently completed the Legal Practice Course at the University of Law, Moorgate in 2015.Rakesh is qualified as a solicitor in England and Wales.

Rakesh K. Grubb-Sharma

Susan (“Suz”) co-chairs the ESG + Sustainability and Social Enterprise + Impact Investing practices. Her practice focuses on late-stage financings, secondaries, and other corporate transactions for investors, such as SoftBank and Temasek, and on investments for some of the top investors dedicated to impact, from “impact first” foundations to family offices to private equity funds. She co-led the drafting group for the first of the new corporate forms (the Social Purpose Corporation in California), has created hybrid/tandem corporate structures and crafted debt and equity instruments that blend impact with traditional financial terms, and has used corporate law to develop creative capital market solutions to pressing environmental problems. She also advises the boards of public and private companies on corporate governance and fiduciary duties as applied to sustainability and climate change.She was named a California Lawyer Attorney of the Year (CLAY) in 2012 and 2016 by Daily Journal and the Most Innovative Lawyer in North America in 2015 by the Financial Times.Leading Business AdvisorA powerhouse negotiator, clients note that “you cannot get a better corporate counsel” and that Suz “understands the big picture, could not be more responsive, and understands the business” (The Legal 500 US). She has extensive experience providing corporate and finance advice to companies and investors in connection with growth equity financings and secondaries, with particular experience in late-stage investments that have come to rival traditional strategic acquisitions in size and significance. Her experience includes leading some of the highest-profile late-stage investments over the past few years, including notable transactions for SoftBank Group (in the two largest private tender offers in history) in its $7.7 billion investment in Uber, $4.4 billion investment in WeWork, further $10 billion investment in WeWork, $1 billion investment in SoFi, and $250 million investment in Kabbage. She has also advised Temasek on its $800 million investment in Verily Life Sciences, Intel on its equity investment in Cloudera, and each of Fortress, TPG Rise, Vision Ridge Partners, Generation Investment Management, and Pontifax AgTech in numerous mid- to late-stage investments in clean technology, sustainability, education, food, and agriculture technology.Social Enterprise and Impact InvestingSuz is the go-to legal resource for social enterprises (for-profit and non-profit companies focused on social or environmental purpose), impact investors (investors interested in social or environmental returns), and mainstream companies developing environmental, social, and corporate governance policies. With deep expertise in the impact investing model, institutional investors exploring the space turn to her for creative solutions and her ability to structure both investments and companies to emphasize impact and returns.She represents a wide range of investors who are focused on impact, from foundations like the Gates Foundation, The Nature Conservancy, and The Rockefeller Foundation, to family offices like Armonia, Cornerstone Capital, Emerson Collective, New Island Capital, and Omidyar Network, to private equity funds like Goldman Sachs, TPG Rise, Vision Ridge Partners, and Generation Investment Management, in their equity investments in companies and projects that are focused on generating impact and returns for investors. She has deep experience and expertise ensuring energy, sustainability, and other investments have positive impact through the use of new corporate forms, hybrid or “tandem” structures with non-profits and for-profits, and alternative debt and equity instruments.Notable work in this space includes the establishment of a tandem structure, The Carbon Endowment, to retire coal assets at scale while securing a revenue stream for community reinvestment and job training in coal communities. Suz also advised on the structuring of Common Sense Growth as an extension of the non-profit Common Sense Media (to invest in companies that address issues related to children, education, and technology), the establishment of a fund for TPG Rise to provide debt financing to Echoing Green fellows, the spin-out of PRX from Public Radio International (to generate new revenue flows up to the non-profit), the establishment of a for-profit joint venture with non-profit Medicines360 (to allow the non-profit to distribute its healthcare products to women in the developing world), and the structuring of a for-profit evergreen fund that allows The Nature Conservancy to aggregate return-seeking and donor capital in order to invest in preserving our natural resources. She has also advised numerous clients on converting to a public benefit corporation or social purpose corporation model (which requires balancing traditional fiduciary duties against a social or environmental purpose), including This American Life, Revolution Foods, Rise Labs, and Beneficial State Bancorp.Suz also regularly advises boards of directors of private and public companies, special committees, and CEOs on corporate governance, particularly the intersection of fiduciary duties with sustainability, and focuses on environmental, social, and governance issues.Unmatched Cleantech and Renewable Energy ExperienceIn addition to founding and chairing the firm’s Social Enterprise and Impact Investing Group, Suz serves as Chair of Morrison & Foerster’s Energy Group and has extensive experience representing start-up to late stage private companies in the clean technology or sustainability space. She provides corporate and finance advice in connection with equity and debt financings, mergers, acquisitions, asset purchases and sales, reorganizations, and joint ventures. She has experience working with renewable energy start-up companies and renewable energy developers in the solar, wind, and biofuels industries. Suz has assisted renewable energy start up companies with raising venture capital and has advised renewable energy developers on project acquisitions.Suz’s representative renewable energy, cleantech, sustainable, and social enterprise clients include Anaergia, Change.org, EDF Renewables, E.ON, Etsy, First Look, OneSun, Planet Labs, Rising Sun Energy, RSF Social Finance, SustainBio, Trelys, Inc., Wikipedia, and Xpansiv.Board Activity and Thought LeadershipMs. Mac Cormac was a founding board member of the Sustainability Accounting Standards Board (SASB), is a member of the board of directors of Business for Social Responsibility (BSR), the Ceres President’s Council, and the Earth Genome Project, and is an advising board member of the Committee Encouraging Corporate Philanthropy’s Strategic Investor Initiative.She has joined the faculty (teaching on the intersection of sustainability and fiduciary duties) at both the Stanford Director’s College and the Northwestern Corporate Counsel Institute and is an adjunct professor at UC Berkeley School of Law, teaching a course on Social Enterprise.