Allen & Gledhill has acted as transaction counsel to Mapletree North Asia Commercial Trust Management (formerly Mapletree Greater China Commercial Trust Management), as manager of Mapletree North Asia Commercial Trust (formerly Mapletree Greater China Commercial Trust), on the approximately S$735.8 million (US$542m) acquisition of an effective interest of 98.47 percent in a portfolio of six freehold commercial real estate assets located in Tokyo, Chiba and Yokohama, Japan, through the acquisition of the entire issued share capital of Tsubaki 1. The firm also advised the manager on the approximately S$330.3 million (US$243.4m) equity fund raising to partially finance the acquisition. Partners Jerry Koh, Foong Yuen Ping, Chua Bor Jern and Teh Hoe Yue led the firm’s team in the transaction.
Ashurst has advised Deutsche Bank, ING Bank and Standard Chartered Bank on MNC Investama’s refinancing, which included a delevering and refinancing of the existing senior notes. The refinancing comprised an exchange offer for US$185 million of the outstanding senior notes due 2018, in exchange for new notes, a concurrent stand-alone new notes issuance, and a US$115 million debt-to-subordinated debt swap of the outstanding 5.875 percent senior notes due 2018 undertaken by the company. One of the largest listed investment companies in Indonesia, MNC Investama has core holdings in operating companies, primarily in the Indonesian media and financial services sectors. It also holds other investments in the Indonesian property development and mining sectors. Global head of high yield partner Anna-Marie Slot, assisted by partner Stuart Rubin, led the firm’s team in the transaction.
AZB & Partners has advised Oman Indian Joint Investment Fund II on its acquisition, through a combination of compulsorily convertible preference shares and equity shares, of more than 15 percent stake of Annapurna Finance. Partners Ashwin Ramanathan and Rinki Ganguli led the firm’s team in the transaction, which was valued at Rs1.55 billion (US$22.7m) and was completed on May 31, 2018.
Clifford Chance has advised Macquarie Capital, Ørsted and Swancor Renewable Energy, as the sponsors, on the NT$18.7 billion (US$619m) 16-year project financing of the development, construction, commissioning, testing and operation of Formosa 1, Taiwan’s first commercial scale offshore wind farm. This landmark transaction represents a defining first step towards Taiwan achieving its objective of delivering 5.5GW of energy from offshore wind farm projects by 2025. The financing package will be provided through international and local banks, as well as EKF (Denmark’s export credit agency), and will be used to refinance the first phase of the wind farm (8MW that started operations in April 2017) and fund the development of the second phase (120MW due to be completed in late 2019). Singapore partners Nicholas Wong, co-head of worldwide projects group, and Matt Buchanan, head of construction for Asia Pacific, supported by head of renewable energy Asia Pacific Philip Sealey and partner Paul Landless, led the firm’s team in the transaction. Lee & Li provided Taiwan law advice.
Clifford Chance has also advised Huifu Payment, one of China’s leading independent third-party payment service providers, on its US$216 million IPO and listing in Hong Kong. CLSA and JP Morgan acted as sponsors on the transaction. Huifu is the first payment company to list in Hong Kong. The offering is also the first payment company IPO out of Asia. Partners Tim Wang and Fang Liu led the firm’s team in the transaction.
Corrs Chambers Westgarth has advised Peabody Australia on the sale of the Wotonga South project to Stanmore Coal. Peabody Australia will sell the Wotonga South coking coal deposit, contained in two mining tenements (MDL 137 and EPC 728), to Stanmore Coal for A$30 million (US$22.2m) cash, plus a production-based royalty capped at approximately A$10 million (US$7.4m). The Wotonga South deposit has a coal resource of 22.8 million tonnes, and is located 10 kilometres south of Stanmore Coal’s existing coal handling and processing plant at Isaac Plains in Queensland. Subject to approvals, the acquisition will provide Stanmore Coal with the right to develop an open cut mining operation with the ability to extract around 15-20 million tonnes of coal and extend the life of the Isaac Plains Complex. Partner Bruce Adkins led the firm’s team in the transaction, which is subject to customary conditions precedent.
J Sagar Associates has represented Tarun Jiwarajka and his promoter group of companies and Asit Mehta on an appeal before the Securities Appellate Tribunal (SAT) against the decision of the Securities and Exchange Board of India (SEBI). One of the issues was the interpretation of the term ‘bulk deal’, which is not defined in the 1997 Takeover Regulations but in two SEBI Circulars issued in 2004 and 2005, which deal with reporting requirements. Under such circulars, any transaction which is more than 0.5 percent of total trading in a day is considered a ‘bulk deal’. SEBI imported this interpretation into the Takeover Regulations, and held that all the acquisition of shares by the appellants in excess of 0.5 percent would be considered a bulk deal. The SAT ruled that SEBI’s interpretation of the meaning of bulk deal was incorrect and unsustainable. SAT held that the SEBI circular was intended for specific reporting purposes and can never be applied generally for all purposes. Partner Ravichandra Hegde led the firm’s team in the transaction.
J Sagar Associates has also advised ICICI Securities and Axis Capital on the proposed IPO of Avana Logistek. Avana has filed a draft red herring prospectus with the Securities and Exchange Board of India for a fresh issue of up to Rs3 billion (US$44m) equity shares and an offer for sale of up to 4.3 million equity shares by certain selling shareholders. Avana is a leading logistics solutions company with operations across India and various international markets, and is the leading provider of regional liner services between India and the Middle East, and the largest domestic coastal logistics solutions provider with a market share of approximately 52 percent. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.
Paul Hastings has advised CDH Genetech (CDH), part of the CDH Investments group, on its agreement, together with Hong Kong-listed China Grand Pharmaceutical and Healthcare Holdings (CGP), to enter into a scheme implementation deed with Australian-based medical device company Sirtex Medical to acquire all the issued shares of Sirtex for A$33.60 (US$24.84) per share in cash, through a scheme of arrangement. On a fully diluted basis, the CDH-CGP scheme represents a total equity purchase price for Sirtex of approximately US$1.4 billion. Lazard is acting as sole financial adviser to CDH. CDH is a dedicated alternative asset fund manager with approximately US$20 billion of assets under management. CDH plans to invest in Sirtex to ensure its continued success and enhance its growth prospects globally in existing and new markets. Partner and chair of Greater China Raymond Li and corporate partner Vivian Lam, supported by partners Fang Pei (Hong Kong), Robert Silvers (Washington DC), Scott Hataway (Washington DC), Scott Flicker (Washington DC), Charles Patrizia (Washington DC), David Shine (New York), Tiffany Lee (Palo Alto), Regina Engelstädter (Frankfurt) and Pierre Kirch (Paris), led the firm’s team in the transaction.
Sidley has represented Babytree, an online parenting services platform in China, on a strategic investment by Alibaba, valuing the company at Rmb14 billion (US$2.16b). Both sides will carry out extensive co-operation in the areas of e-commerce, C2M (customer-to-maker) services, advertising sales, paid expert knowledge, new online and off-line retail, and other related maternal and child businesses. Alibaba will further bolster Babytree’s development and help unleash the online parenting community’s full commercial potential. Prior to receiving its strategic investments from Alibaba, Babytree has already gained investment supports from China’s leading strategic players, such as Fosun (leading Chinese international investment company) and TAL (leading K12 tutorial service provider). Partner Mengyu Lu (Hong Kong), supported by partner Tao Lan (Beijing), led the firm’s team in the transaction, which was announced on June 4, 2018.
Simpson Thacher has represented Blackstone on the establishment of two separate Asia-based funds that totalled US$9.4 billion in capital commitments. Blackstone’s second Asian opportunistic real estate fund, Blackstone Real Estate Partners Asia II, has held a final close and reached its hard cap at approximately US$7.1 billion. Its first Asian private equity fund, Blackstone Capital Partners Asia, has held a final close and reached its hard cap at approximately US$2.3 billion. Partners Jonathan Karen (New York) and Adam Furber (Hong Kong), supported by tax partners Nancy Mehlman and Jonathan Goldstein, led the firm’s teams in the transactions.