Japanese conglomerate Universal Entertainment Corp., the parent company of Okada Manila casino resort in the Philippines, plans to issue new notes to refinance its existing $760 million (€697.9 million) notes set to mature in December 2024. This move aims to improve the company’s cash flow structure and secure liquidity.  

In the company’s notice, Universal Entertainment said the board has approved the issuance of U.S. dollar-denominated overseas private placement notes, with CBRE Capital Advisors Inc. serving as the sole placement agent. Detailed terms and conditions will be announced soon. 

In May, Fitch Ratings placed Universal Entertainment on ‘rating watch negative’ due to the pending maturity of these notes. Fitch indicated that while the company was advancing its refinancing plan, no legally binding commitments had been made. Successful refinancing would resolve the negative rating watch, whereas delays could result in further negative actions. 

Governance measures and upcoming shareholders’ meeting?

In addition to its financial restructuring, Universal Entertainment is addressing governance issues. In an earlier notice, the company announced it is scheduling an extraordinary general shareholders’ meeting for September 2024 to vote on the dismissal of former CEO Jun Fujimoto from the Board of Directors. This follows a 2019 Tokyo High Court ruling that Fujimoto breached his fiduciary duty by authorizing an unauthorized transfer of nearly $43.5 million. 

The court found Fujimoto’s actions to be a breach of his duty of loyalty, ordering him to compensate the company. Although Fujimoto stepped down from his executive roles, he remained on the Board. Universal Entertainment has taken steps to preserve its right to claim damages and formed a task force to implement these measures, working with outside directors and auditors.?

Strategic importance?

The shareholders’ meeting in September 2024, with August 8 set as the record date for voting eligibility, will primarily focus on Fujimoto’s dismissal. This move underscores Universal Entertainment’s commitment to corporate governance and accountability, potentially impacting its future leadership and strategic direction. 

Universal Entertainment’s dual focus on refinancing and governance improvement reflects its broader strategy to stabilise its financial standing and uphold corporate integrity.?

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