Milbank LLP has advised Philippine integrated resort operator Okada Manila International, Inc. (“OMI”), a wholly-owned subsidiary of Universal Entertainment Corporation (“UEC”) in connection with the merger of OMI with 26 Capital Acquisition Corp. (“26 Capital”), a special purpose acquisition company listed on Nasdaq.
OMI, an integrated casino resort and hotel complex located in Manila’s Entertainment City gaming and entertainment complex, is set to record a number of firsts for the Philippines as the transaction marks the first merger between a Filipino company and a US-listed SPAC and, upon closing of the merger, the first Nasdaq listing for a Philippine company.
The transaction will be implemented via a “reverse triangular merger” in which OMI and its operator Tiger Resort, Leisure & Entertainment Inc. will merge with 26 Capital with the surviving entity OMI becoming Nasdaq-listed. Under the terms of the transaction, UEC will roll over 100% of its equity in OMI, and as a result, is expected to own about 88% of the merged entity at closing.
The transaction values OMI at an enterprise value of $2.6 billion and an equity value of $2.5 billion. The transaction is pending shareholder and US regulatory approvals.
Milbank partner James Grandolfo, who led the Milbank team stated, “This is an exciting and groundbreaking transaction for the Philippines and its growing entertainment and gaming sector. We are extremely happy to have assisted long-time clients UEC and OMI reach this important milestone, which we hope will allow them to achieve their growth and expansion goals.”
The Hong Kong-based Milbank team was led by Global Capital Markets Group partner James Grandolfo with associates York Wu and Abir Varma.
