TPG Darting Ltd. signed an agreement to acquire 35% stake in Dream Cruises Holding Limited from Genting Hong Kong Limited (SEHK:678) for approximately $490 million on August 6, 2019. As per terms, shares will be acquired in two tranches and will be paid all in cash. The first tranche will comprise minimum 24.5% stake and second will comprise the rest of the stake. The initial tranche consideration will be $488.6 million multiplied by the percentage resulting from fraction of the initial tranche shares to 350. The initial consideration will be paid with 10 days. Apart from the second tranche, an additional consideration will be paid upon the delivery of two shipbuilding contracts, which will be $74 million multiplied by the pro rata shares of the purchaser. Two earnout considerations for 2019 and 2020 will be paid upon meeting the minimum Total Enterprise Value criteria. A deposit of $13.5 million will also be paid. Capital will be raised by TPG Darting Ltd. for the second tranche consideration. The consideration is subject to adjustment. As of October 31, 2019, first tranche of the transaction comprises of 32.2% stake completed. Under this TPG Darting acquired 322 shares for $453.9 million. The consideration is subject to post closing consideration. Upon completion, Dream Cruises will become a non-wholly owned subsidiary of Genting Hong Kong. For the year ended December 31, 2018, Dream Cruises Holding Limited reported net profit of $14.3 million. As per the agreement, the board of directors shall comprise eight directors and the number of directors each shareholder shall be entitled to appoint shall be proportionate to its shareholding. The first tranche completion is subject to approval by the shareholders of Genting Hong Kong Limited, obtaining a binding commitment of debt, obtaining of a shareholder loan and revolving facility from Genting Hong Kong Limited by Dream Cruises Holding Limited, minimum closing cash balance of $40 million, consents and waivers required from the relevant lenders and a merger control notification having been accepted by, the State Administration for Market Regulation under the Anti-Monopoly Law of the People’s Republic of China and the European Commission having issued a decision declaring the transaction compatible. The deal is also subject to approval by the Bermuda Monetary Authority. The first tranche and second tranche will complete respectively on the last business day of the month in which notification of fulfillment of all closing conditions to the initial closing takes place. As of September 30, 2019, The European Commission approved the acquisition of Dream Cruises Holding Limited by TPG. Long stop date of the transaction is October 31, 2019. The sale proceeds will be used in general working capital and capital expenditure. Christopher Bickley, Tim Gardner, Sandy Lin, Henry Ong, Soo-Jin Shim, Kimberly Blanchard, Robert Frastai, Caroline Geiger, Amy Rubin, Vadim Brusser, Jonathon Soler and Cassie Kimmelman of Weil, Gotshal & Manges LLP acted as legal advisor to TPG Capital Asia, TPG Growth and Ontario Teachers’ Pension Plan Board. Slaughter and May acted as legal advisor in the transaction. Conyers Dill & Pearman acted as legal advisors to TPG Global, LLC. TPG Darting Ltd. completed the acquisition of 32.56% stake in Dream Cruises Holding Limited from Genting Hong Kong Limited (SEHK:678) on January 31, 2020. TPG Darting Ltd. acquired 3.58 shares in Dream Cruises Holding Limited for $5.03 million. As part of transaction TPG Darting Ltd. acquired 32.2% stake in first tranche and 0.36% stake in second tranche in Dream Cruises Holding.