JunHe Assists CM Bermuda in its Debt Restructuring m88 casino app Sale of SPNT Shares

On December 30, 2024, CM Bermuda Limited ("CM Bermuda") entered into an agreement with NYSE-listed SiriusPoint Ltd. (NYSE: SPNT), under which SiriusPoint would repurchase all ordinary shares m88 casino app warrants held by CM Bermuda in SPNT for a total consideration of approximately USD 726 million. SiriusPoint would pay the amounts in two installments. The first installment of approximately USD 243 million m88 casino app the related transaction costs of approximately USD 6.7 million born by SPNT were paid on the signing date. The transaction was expected to close by February 28, 2025, when SPNT would pay the second installment of USD 483 million to CM Bermuda. This followed the preferred stock settlement m88 casino app partial equity repurchase agreement reached between CM Bermuda m88 casino app SPNT in August 2024. The total amount of the two transactions was USD 987 million. Upon completion of the transaction, CM Bermuda would fully disinvest from SPNT.

CM Bermuda is a wholly-owned subsidiary of CMIG International Holding Pte. Ltd. ("CMIG International"), an overseas investment platform jointly established by China Minsheng Investment Group ("CMIG"), Hana Bank, TBEA m88 casino app Sun Hung Kai Financial. CM Bermuda is an overseas insurance m88 casino app financial business m88 casino app is the largest single shareholder of SPNT. SPNT is a global insurance m88 casino app reinsurance underwriter headquartered in Bermuda, with offices in New York, London, Stockholm m88 casino app other locations. It is licensed to write property m88 casino app casualty insurance m88 casino app reinsurance worldwide. According to SPNT's 2023 annual report, CM Bermuda held approximately 36.5% of SPNT's ordinary shares, approximately 210,000 ordinary warrants m88 casino app approximately 110,000 preferred shares.

CMIG suffered a liquidity crisis in 2019, which affected its subsidiaries while SPNT's stock price had eased since its merger in 2021, hitting a low of USD 4 per share. As a result of these liquidity issues, in December 2023 CMIG’s shares in CMIG International were taken over by a Singaporean receiver appointed by a syndicate of state-owned banks. This transaction became a crucial part of CMIG International's overseas asset restructuring m88 casino app it faced complex cross-border m88 casino app multi-party interest coordination challenges. The specific challenges include:

(1) This transaction involved a special arrangement whereby a domestic syndicate appointed an overseas receiver. Since the transaction involved overseas assets, the domestic syndicate appointed an overseas receiver. The debt restructuring required balancing the interests of the stakeholders m88 casino app maintaining the stability of the management team.

(2) It involved complex prior financing m88 casino app mortgage m88 casino app pledge arrangements for overseas investment projects. In addition to the usual share sale, the transaction documents had to address special cross-border loan repayments m88 casino app overseas pledge release arrangements.

The parties to the transaction conducted thorough analysis, negotiations m88 casino app risk assessments regarding the pledge of the target shares m88 casino app the release thereof, the price payment m88 casino app loan repayment arrangements, m88 casino app the escrow of payment m88 casino app release instructions, to ensure that the rights of CM Bermuda m88 casino app the syndicate were fully protected during the transition period under the transaction documents. The legal counsel also had to consider the client's business needs m88 casino app the receiver's professional opinions m88 casino app ensure that the seller's rights m88 casino app needs were reflected in the corresponding provisions. The legal counsel issued legal opinions, anticipated risks, m88 casino app prevented malicious challenges from third parties.

(3) The transaction had to comply with domestic m88 casino app foreign regulatory m88 casino app listing requirements as it involved regulatory m88 casino app disclosure requirements for listed companies under U.S. m88 casino app Bermuda laws. The project team cooperated in the disclosure m88 casino app announcement of the transaction by the parties in strict accordance with the listing regulations within a short timeframe m88 casino app met the regulatory requirements for the disposal of pledged assets m88 casino app the receiver's process in both the domestic m88 casino app foreign jurisdictions.

(4) It involved multiple jurisdictions m88 casino app different teams in the U.S., Bermuda, Singapore m88 casino app China m88 casino app the negotiations m88 casino app document drafting were conducted in English. The opinions of different intermediaries in each jurisdiction, including top law firms such as Perkins Coie, Harneys m88 casino app Drew & Napier, had to be reflected in the transaction documents m88 casino app negotiations. The project team had strong English negotiation m88 casino app writing skills, as well as excellent cross-cultural communication, understm88 casino apping, coordination, m88 casino app integration abilities.

(5) There were many different time zones m88 casino app a tight timeline. The project team coordinated with different teams in China, Singapore, Bermuda, m88 casino app the U.S. during the negotiations m88 casino app working across the different time zones posed significant challenges to the team's endurance m88 casino app stamina. As the transaction documents were finalized m88 casino app signed during the Christmas holiday period, the project team faced great difficulties in advancing negotiations with foreign parties (including the buyer m88 casino app its team) when there were significant disagreements between the parties.

JunHe was the exclusive Chinese legal counsel to CM Bermuda m88 casino app the legal counsel to the party leading the project. They closely collaborated with the receiver m88 casino app the management team to facilitate the smooth progress of the project. JunHe participated in the transaction structuring, negotiated m88 casino app revised the transaction documents, coordinated with the overseas lawyers m88 casino app the various intermediaries, m88 casino app assisted the syndicate m88 casino app its advisors in advancing the transaction. JunHe also assisted with the contract signing m88 casino app integrated legal opinions from overseas lawyers. With its efficient m88 casino app rigorous legal services m88 casino app detail-oriented m88 casino app professional expertise, JunHe’s team was highly recognized m88 casino app trusted by the client m88 casino app the other intermediaries.

Partnerled the JunHe team m88 casino app partnerm88 live casinoprovided great support for resolving potential disputes related to m88 casino app restructuring.