Worth reading
42Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Neutral
Direction inferred from the company’s description.Scale
12
US$ million (¥1.8 billion)Wording
Definitive
How definitive the wording is.This transaction
Change in Specified Subsidiary Status (Capital Increase)CounterpartyMBK Real Estate LLC, MBK Homes LLC
Disclosing companyMITSUI & CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.The percentage before the change is not stated in this document.
Execution Date / Effective Date6 October 2023 (payment date)
Target company
Development and leasing of rental housing in the United States, Development and leasing of rental housing in the United States
Location California, United States, California, United StatesShare capital US$417 million, US$414 millionDate of incorporation 7 June 2005, 29 April 2015
Net Sales¥2,237 million (fiscal year ending March 2026), ¥2,237 million (fiscal year ending March 2026)
Net income for the current fiscal year-¥1,151 million (fiscal year ending March 2026), -¥1,167 million (fiscal year ending March 2026)
Net assets¥63,824 million (fiscal year ending March 2026), ¥62,269 million (fiscal year ending March 2026)
Consideration and expenses
Type of ConsiderationCash (capital contribution payment)
Impact on Business Performance
There is no impact on consolidated results for the fiscal year ending March 2027 as a result of this matter.
Procedures and assumptions
Management structure after acquisitionMBK Homes LLC: Directors Iwai Kenji (岩井 健児) and Kamiya Masafumi (神谷 将史). MBK Rental Living LLC: Directors Iwai Kenji (岩井 健児) and Kamiya Masafumi (神谷 将史). Our company has appointed 2 part-time directors. Changes to the corporate names and employee treatment: not disclosed
| Item | Details |
|---|---|
| Transaction name | Change in Specified Subsidiary Status (Capital Increase) |
| Counterparty name | MBK Real Estate LLC, MBK Homes LLC |
| Name of the Subject Company | MBK Homes LLC, MBK Rental Living LLC |
| Business Description of the Subject Company | Development and leasing of rental housing in the United States, Development and leasing of rental housing in the United States |
| Location of the Subject Company | California, United States, California, United States |
| Capital Stock of the Subject Company | US$417 million, US$414 million |
| Date of Establishment of the Subject Company | 7 June 2005, 29 April 2015 |
| Net Sales of the Subject Company | ¥2,237 million (fiscal year ending March 2026), ¥2,237 million (fiscal year ending March 2026) |
| Net Income of the Subject Company | -¥1,151 million (fiscal year ending March 2026), -¥1,167 million (fiscal year ending March 2026) |
| Net Assets of the Subject Company | ¥63,824 million (fiscal year ending March 2026), ¥62,269 million (fiscal year ending March 2026) |
| Type of Consideration | Cash (capital contribution payment) |
| Voting rights ownership percentage | After 100% (before not disclosed) |
| Impact on Business Performance | There is no impact on consolidated results for the fiscal year ending March 2027 as a result of this matter. |
| Execution Date / Effective Date | 6 October 2023 (payment date) |
| Management structure after acquisition | MBK Homes LLC: Directors Iwai Kenji (岩井 健児) and Kamiya Masafumi (神谷 将史). MBK Rental Living LLC: Directors Iwai Kenji (岩井 健児) and Kamiya Masafumi (神谷 将史). Our company has appointed 2 part-time directors. Changes to the corporate names and employee treatment: not disclosed |
Items this document does not state (17)
Operating Profit of the Subject CompanyAcquisition priceExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodNumber of shares acquiredFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionContract DateValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.As a result of capital increases from MRE to MH and from MH to MRL, the capital of both companies became equivalent to 10% or more of Mitsui & Co.'s capital, causing them to qualify as specified subsidiaries. The matter was disclosed on this occasion after it was discovered that the required disclosure had not been made.
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