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Paul Hastings Advises Mandated Lead Arrangers on the Senior Financing for KKRs & Affinitys US$1.8 billion Acquisition of Oriental Brewery Co., Ltd.

July 24, 2009

Hong Kong, July 24, 2009 Paul, Hastings, Janofsky & Walker, a leading international law firm, announced today that it has advised the Mandated Lead Arrangers and Lead Managers on the approximately US$850 million senior financing for the US$1.8 billion leveraged buyout of Oriental Brewery Co., Ltd. by funds managed by Kohlberg Kravis Roberts (KKR) and Affinity Equity Partners (Affinity).

Oriental Brewery is Koreas second largest brewery, having been established by the Doosan Group in 1952 and subsequently acquired by affiliates of Anheuser-Busch InBev NV/SA (InBev) in 1998. Oriental Brewery is being sold by InBev as a result of a competitive bidding process won by KKR in early May 2009.  The transaction is the largest leveraged buyout in Asia to date in 2009.

The US$850 million in senior financing for the acquisition consists of a Korean won senior secured credit agreement and a U.S. dollar senior secured floating rate note facility, which were provided by a consortium of 16 international and Korean banks. JPMorgan Chase Bank, Nomura International, HSBC and Standard Chartered Bank acted as underwriters.

Brett W. King, the Paul Hastings corporate partner that led the team, commented: We are delighted to have represented the senior lenders in this financing and to have successfully closed a transaction of this significance and complexity in a relatively short period of time especially since we are in a very challenging credit environment.  Completion of this deal is a testimony to the resilience of the Asian leveraged finance market, as it is one of the largest LBOs completed globally in 2009.

The Paul Hastings team consisted of partners Brett W. King and Patricia Openshaw, together with associates Dongho Lee, Steven DeGracia and Juliet Taylor assisted by trainee solicitor Wingyan Ng, all based in the firms Hong Kong office.

Paul, Hastings, Janofsky & Walker is a leading international law firm with offices in Asia, Europe, and the United States. We provide innovative legal solutions to financial institutions and Fortune 500 companies. Please visit www.paulhastings.com for more information.

Additional information:

The Joint Mandated Lead Arrangers, The Joint Mandated Bookrunners and Lead Managers for the financing were Calyon, Hana Bank, HSBC, ING, J.P. Morgan, Korea Development Bank, Natixis, Nomura, Standard Chartered, DBS, UOB, SMBC and WestLB. 

About Paul Hastings Asia leveraged finance group:

The Paul Hastings Asia leveraged finance group advises on acquisition and leveraged finance transactions in the Asia-Pacific Region. Members of our leveraged finance team have represented leading financial sponsors, senior and mezzanine lenders, underwriters, issuers and borrowers in a wide variety of acquisition and leveraged finance transactions, including some of the first leveraged buyouts to be successfully completed in China, Hong Kong, India, Japan, Korea, Malaysia, and Singapore.

Our expertise is focused on structured M&A transactions involving leveraged finance, private equity investments, and high-yield debt, typically with a strong cross-border component. Our lawyers provide market insight and knowledge during negotiations on covenants, on complex subordination and intercreditor issues, and when structuring LBO transactions that utilize multiple layers of financing.