Fangda Advises China Merchants Bank in the Financing of China Distance Education’s Go-Private Transaction

Fangda advised China Merchants Bank in an acquisition financing to facilitate the privatization Special Purpose Vehicle (SPV) set up by the shareholders and investors in China Distance Education Holdings Limited (CDEL, NYSE: DL). CDEL has de-listed as part of the go-private transaction.

China Merchants Bank provided financing to facilitate CDEL’s go-private process. CDEL completed the acquisition and privatization on March 19th, 2021. Following the acquisition, CDEL de-listed from the New York Stock Exchange and trading of its American depositary shares was suspended.

Founded in 2000, CDEL is a leading provider of online education and value-added services for professionals and corporate clients in China. CDEL owns 20 websites of its subsidiary brands, and offers more than 300 professional development courses across 13 disciplines, covering accounting, healthcare, engineering & construction, legal, start-ups, elementary and high school, higher education diplomas or degrees and postgraduate entrance examination.

The go-private transaction structure, involving many buyer consortium members, financing guarantee arrangement, and loaning process included dozens of entities across multiple jurisdictions. Each stage in the process was highly complex. Fangda acted as lead PRC counsel to China Merchants Bank and coordinated all local counsel support, including local firms in Hong Kong, BVI, Cayman Islands, Seychelles and other jurisdictions. The Fangda team was led by Shanghai-based partner Rock Wang, and team members included Harry Xu, Katherine Huang, Jenny Ding and Joelle Cheng.