AE Legal advises Maltese subsidiary guarantors in cross-border syndicated facility for Parent acquisition

VGW Holdings Limited is a recognised sweepstakes company, with subsidiaries operating in multiple jurisdictions across the globe, including Malta.

AE Legal is pleased to have recently been engaged as Maltese legal counsel, providing advisory services in connection with the Syndicated Facility Agreement, by virtue of which loans in an aggregate principal amount of $200 million were granted to finance Ocean BidCo Limited’s acquisition of 100% of the issued and outstanding equity interests of VGW Holdings Limited, an Australian-incorporated company.

The Syndicated Facility Agreement was acceded to by the Maltese subsidiary of VGW Holdings Limited and its Maltese subsidiaries through a Guarantor Joinder Agreement. Under this arrangement, selected Maltese subsidiaries were required to grant security interests over their assets to guarantee repayment of the loan.

In close collaboration with lead counsel Latham & Watkins LLP, AE Legal delivered comprehensive advisory services in connection with the Syndicated Facility Agreement, covering a range of legal matters, including Maltese company law, regulatory compliance, and legal considerations under the gaming framework. Advice was provided on the structuring, enforceability, and practical implementation of security agreements over Maltese assets, with a particular focus on pledges over shares, bank accounts, and intellectual property rights registered in Europe.

Furthermore, AE Legal took the lead in drafting the relevant documentation, ensuring legal validity, proper execution, and alignment with both Maltese law and the overarching financing framework of the transaction.