Simpson Thacher recently represented Shinsei Bank and selling shareholders in a secondary offering of over 500 million shares of Shinsei common stock. The offering raised proceeds of ¥305 billion ($3 billion) for a large group of selling shareholders who had been investors in New LTCB Partners, the private equity vehicle formed by the Firm's clients Ripplewood Holdings and J.C. Flowers & Co. that initially acquired Shinsei. The secondary offering follows on Shinsei's successful IPO in March 2004. The global coordinators for the secondary offering were Morgan Stanley, Nikko Citigroup and Nomura Securities. The secondary offering was conducted as a public offering in Japan and an international offering under Rule 144A and Regulation S.
In connection with the secondary offering, New LTCB Partners simultaneously distributed substantially all of its Shinsei shares to New LTCB's investors. This mechanism provided the flexibility to address the diverse interests of the investor group, enabling those investors that wished to liquidate their investment to do so, while permitting other investors to retain all or a portion of their investment in Shinsei. After completion of the secondary offering, former investors in New LTCB Partners continue to hold directly approximately 28% of Shinsei's voting shares.
A large number of Simpson Thacher attorneys worked on the secondary offering and the reorganization of the investor group, including: in Tokyo, David Sneider, Alan Cannon, Toshiro Mochizuki and Mikako Cho; and in New York, Casey Cogut, Tom Bell, Jon Gray, Joel Karansky, Piero Corigliano, Mark Egnal and Jeremy Saks (corporate); and Steve Todrys, Marcy Geller and Rachel Birnbaum (Tax); Brian Robbins (ERISA); and paralegals Jona Kim, Amy Deng and Kate Farber.