LATHAM & WATKINS PRESS RELEASE
Latham & Watkins represented Jupiter Telecommunications Co., Ltd. (Jupiter), in connection with a 140 billion yen (approx. $1.2 billion) secured financing, described below in Jupiter's press release.
London partner David Miles and Tokyo partners David Shapiro and Simon Dickens lead the team for Jupiter, which included Tokyo associates Joe Kim and Andrew Clare and New York associate Selene Brett.
J-COM BROADBAND SECURES SYNDICATED LOAN TO REFINANCE EXISTING DEBT
Jupiter Telecommunications Co., Ltd. (J-COM Broadband), the largest broadband and cable service provider in Japan based on the number of customers served, today announced the completion of a syndicated loan agreement between J-COM Broadband and a consortium of 13 banks, led by Bank of America, N.A., The Bank of Tokyo-Mitsubishi, Ltd., Citibank, N.A., Mizuho Corporate Bank, Ltd. and Sumitomo Mitsui Banking Corporation.
Under the terms of the loan agreement, which is structured as a project finance transaction and which consists of an approximately-six year term loan and revolving credit line, J-COM Broadband, including 16 of its owned and managed franchises, may borrow up to an aggregate of 140 billion yen with a floating interest rate based on the then-prevailing market rate. J-COM Broadband made its initial borrowing on February 12, 2003.
Separately, J-COM Broadband agreed with its principal shareholders, Liberty Media Corporation, Microsoft Corporation and Sumitomo Corporation, on a 150 billion yen term loan.
The majority of the loan funds will be used to refinance existing debt facilities.
"Until this point, J-COM Broadband has been financed by and under the guarantee of our major shareholders, Liberty Media Corporation, Microsoft Corporation. and Sumitomo Corporation.," said Tsunetoshi Ishibashi, President and CEO of J-COM Broadband. "We expect this new arrangement will enable us to secure stable, long-term funds which are needed for J-COM Broadband's development. The participating financial institutions and J-COM Broadband's shareholders supported the completion of this financial package based on an extensive evaluation of our growth and achievements, and we are very pleased to complete this financing and move forward as planned."
In addition to the lead banks identified above, additional financial instititions participating in the syndicated loan agreement are ABN Amro Bank, N.V., Aozora Bank, Ltd., The Sumitomo Trust and Banking Co., Ltd., BNP Paribas, Credit Lyonnais, Diamond Lease Company Limited, ING Bank, N.V., and The Norinchukin Bank.
Established in 1995, Jupiter Telecommunications Co., Ltd. (J-COM Broadband) is Japan's largest multiple system operator (MSO) based on the number of customers served, serving 1,590,800 subscribing households (as of December 31, 2002) in the Hokkaido, Kanto, Kansai, and Kyushu regions. Based in Tokyo, J-COM Broadband provides cable television, high-speed cable Internet access and telephony services to customers across Japan. The number of serviceable households ("homes passed") in J-COM Broadband franchises in Hokkaido, Kanto, Kansai and Kyushu is approximately 5.8 million (as of December 31, 2002). J-COM Broadband's principal shareholders are Sumitomo Corporation, Liberty Media Corporation, Microsoft Corporation, Mitsui & Co., Ltd., and Matsushita Electric Industrial Co., Ltd. (as of December 31, 2002).
Certain statements in this news release may constitute "forward-looking statements," which involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Jupiter Telecommunications Co., Ltd. and any of its subsidiaries to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
CLIFFORD CHANCE PRESS RELEASE
Clifford Chance advised BA Asia Limited/ Bank of America, N.A., Bank of Tokyo-Mitsubishi, Ltd., Citibank, N.A., Mizuho Corporate Bank, Ltd. and Sumitomo Mitsui Banking Corporation as arrangers and lenders and ABN Amro Bank, N.V., Aozora Bank, Ltd., The Sumitomo Trust and Banking Co., Ltd., BNP Paribas, Credit Lyonnais, Diamond Lease Company Limited, ING Bank, N.V., and The Norinchukin Bank as lenders on the Japanese Yen 140 billion syndicated loan facility for Jupiter Telecommunications Co., Ltd, the largest broadband and cable service provider in Japan.
The transaction is unique for a number of reasons, not least its size. Comprising leveraged and project finance structuring techniques, it is on a much larger scale than previous leveraged financings in Japan. Another notable factor is that a diverse group of Japanese and foreign financial institutions were involved in the financing agreements, whereas domestic project financings to date have relied solely on Japanese financial institutions.
Clifford Chance drafted the principal credit documentation and advised the finance parties throughout the documentation process, in conjunction with Mori Hamada & Matsumoto.
Jupiter Telecommunications Co., Ltd. whose major shareholders are Liberty Media Corporation, Microsoft Corporation and Sumitomo Corporation, is Japan's largest multiple system operator (MSO) based on the number of customers served. It provides cable television, high-speed cable Internet access and telephony services to customers across Japan. This new arrangement will enable the company to secure stable, long-term funds which are needed for J-COM Broadband’s development.
The Clifford Chance team was led by Partner Peter Avery and included Rob Burley, Chris Lenton and Clare Humphreys.
Peter Avery commented: "This was an interesting and complex deal and a unique transaction for Japan. We are delighted by its success."