Simpson Thacher represented JJ Media Investment Holding Limited (“JJ Media”), an entity wholly owned by Jason Nanchun Jiang, the chairman of Focus Media Holding Limited (“Focus Media”), in connection with (1) capped call option transactions with Goldman Sachs International relating in the aggregate to 10,100,000 American depositary shares of Focus Media (“ADSs”), (2) a total return swap transaction with Goldman Sachs International, and (3) a 10b5-1 sales plan with Goldman, Sachs & Co. The firm also represented JJ Media and Focus Media in an underwritten public offering by JJ Media of 8,100,000 ADSs made pursuant to a registration statement on Form F-3. Of these ADSs, 5,300,000 ADSs were purchased by Goldman, Sachs & Co., as the underwriter. In addition, 2,800,000 ADSs were purchased by Goldman Sachs International in connection with its hedging of the capped call transactions.
Focus Media Holding Limited (Nasdaq: FMCN) is China’s leading multi-platform digital media company, operating the largest out-of-home advertising network in China using audiovisual digital displays, based on the number of locations and number of flat-panel television displays in its network.
The Simpson Thacher team for the transactions included Joyce Xu, Alina Casner, Dan Bae and Sunny Cheong (Derivatives); Chris Lin, Daniel Fertig and Tianyi Chen (Capital Markets); Erik Hepler, Herbert Huang and Polly Mullan (Banking and Credit); and Jennifer Klein (Tax). Paralegal Jane Lee provided valuable assistance.