Sixth Street in $7.1 Billion Take-Private of ESR

December 5, 2024

Cleary Gottlieb is advising Sixth Street in the take-private of ESR Group Ltd (ESR), as part of a consortium with Starwood Capital Group, SSW Partners, QIA, Warburg Pincus, and certain founders of ESR.

ESR is listed on the Hong Kong Stock Exchange and is one of Asia-Pacific’s leading real asset managers focusing on the new economy sectors of logistics, data centres, and alternative real asset classes across Japan, Korea, Australia, China, Southeast Asia, and India

The proposal values ESR at HK$55.2 billion (US$7.1 billion) on an equity value basis, making it the largest privatisation from the Hong Kong Stock Exchange since 2021.

Under the terms of the proposal, ESR shareholders can elect to receive:

  1. HK$13.00 for every ESR share held; or
  2. one EquityCo share for every ESR share held; or
  3. a mixture of cash and EquityCo shares in a proportion of their choosing.

The transaction will be implemented by way of a scheme of arrangement in the Cayman Islands and is subject to the Hong Kong Takeovers Code. The transaction was announced on 4 December 2024, and closing is subject to customary shareholder, court, and regulatory approvals.

For more information, please see the press release.