Deals of the Year 2015

China’s outbound deals are gaining traction too, with a record US$112 billion spent in 2015 looking like it could be topped this year as the current count is at over US$75 billion according to Dealogic.This trend may be set to end though, with anti-trust fears recently thwarting two major outbound China deals, namely those of Fosun and China Resources attempting to acquire Phoenix Holdings and Fairchild Semiconductor respectively, with the latter happening in spite of the attempted acquirer tabling the largest bid.

During 2015, China’s top-targeted jurisdiction was Hong Kong for the first time since 2003, and had US$21.8 billion invested in it across 103 deals – 19 percent of all its activity. One example of this influx is China’s biggest commercial property developer Dalian Wanda enjoying both the largest IPO in Hong Kong in 2014 and the largest in the Asia Pacific region (excl.) Japan since October 2010 upon its H-share listing in December 2014. The US was China’s second favourite destination with US$20.6 billion via 114 deals.

But while anti-trust fears and economic slowdown saw Chinese companies fail to enter certain markets, lack of profitability saw Tesco forced to leave one when they sold Homeplus to a consortium including MBK Partners in October. And speaking of jumping ship, more and more over the year have pulled out of their investments in oil which has seen one of its key players BHP Billiton post a half-year net loss of US$5.67 billion, slashing its revenue by 37 percent.

In other areas, we see Nikkei’s March 2015 acquisition of The FT Group for approximately US$1.22 billion. And remaining in the media space, KKR’s investment in CA Media and creation of Emerald Media hopes to provide fruition by expanding the western’s company’s geographical footprint to Hong Kong, India and Singapore in the east.

There were also numerous power generation deals such as the hydro-electric project in Nepal, the Donggi-Senoro LNG project in Indonesia, the State Bank of India’s financing of potential new allottees of coal mines and ACWA Power’s Noor II and Noor III solar power projects in Morocco. The diversity here shows that investors may have been put off oil (though not in the case of the Indonesia project), but are still interested in power generation, and in two of these cases, are seeking greener methods.

Earlier in the year, Australia also saw its fifth-largest inbound acquisition ever when in May, Japan Post Holdings paid US$6.2 billion for transport and logistics provider Toll Holdings. Japan Post Holdings later IPO’d for roughly US$11.6 billion in November.

Below, you’ll read details of these and other deals we have chosen as those that best represent the region’s legal 2015 and did so by demonstrating size, uniqueness, complexity and innovation. To quote singer Damien Rice, “A kite needs to be tied down in order to fly. I learned how important restrictions can sometimes be in order to experience freedom.” Though law is often seen as a restrictive factor in getting things done, its input is necessary and without the aid of the legal teams involved in these deals, they wouldn’t have been able to fly.

• Ashurst represented ITOCHU Corporation
• Sidley Austin represented CP Group
• Mori Hamada & Matsumoto acted as legal counsel on Japanese law to ITOCHU Corporation
• Walkers acted as BVI counsel to ITOCHU Corporation
• Freshfields Bruckhaus Deringer advised CITIC Group and Citic Ltd

To commence the rundown of our winning deals which took place in January 2015, we have the ITOCHU Corporation’s acquisition of a 20 percent strategic stake in Hong Kong Stock Exchange-listed CITIC Limited together with Charoen Pokphand Group and a three-way strategic cooperation agreement between ITOCHU, CP Group and CITIC.
The deal demonstrates a further opening up of China to the rest of the world, as it is the largest ever foreign investment (by value) into a single state-controlled enterprise in China. It’s also a Chinese government pilot for other private investment into large state-owned enterprises and an alliance between China’s largest conglomerate, one of Japan’s most successful trading houses in the sector and one of Southeast Asia’s most successful family-controlled conglomerates.
CITIC Limited has businesses in the highly regulated industries commercial and retail banking, investment banking, trust services, real estate, construction, raw materials and resources. The transaction aims to establish a platform from which ITOCHU Corporation can grow its existing businesses into the Chinese market, as well as develop new ventures with CITIC and Charoen Pokphand Group.

Shenyin & Wanguo acquisition of Hong Yuan
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Deal value: US$6.4 billion
Practice Area: Corporate/Mergers & Acquisitions

• Haiwen & Partners acted as PRC counsel to Shenyin & Wangou Securities Company Ltd
• Appleby acted as BVI counsel to Shenyin & Wangou Securities Company Ltd

Also in January, Shenyin & Wangou bought Hong Yuan Securities Co. for RMB39.6 billion in stock, creating China’s fifth-largest brokerage by assets. This purchase was the biggest takeover in PRC financial history, surpassing Ping An Insurance’s US$4.3 billion acquisition of Shenzhen Development Bank in 2011.
The thinking behind this deal and others like it is that creating large firms through mergers and acquisitions will give Chinese brokerages an edge when facing foreign competitors as China further liberalises its capital markets.

Spin-off of Kenon Holdings Ltd by Israel Corporation Ltd and subsequent dual listing on the New York Stock Exchange and Tel-Aviv Stock Exchange
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Deal Value: US$1.06 billion
Practice Area: Capital Markets

• Allen & Gledhill advised Israel Corporation and Kenon Holdings

This is a watershed transaction, being the very first ever dual listing of a Singaporean company on the New York Stock Exchange and the Tel-Aviv Stock Exchange.
Furthermore, the deal had to observe the divergent laws of the United States and Israel, so the listing regulations promulgated by the Securities Exchange Commission and the Israeli Securities Authority, along with the relevant Singaporean laws had to be observed.
Due to the different takeover laws in the United States and Singapore under the Singapore Code on Take-Overs and Mergers, Kenon had to successfully obtain a waiver from the Securities Industry Council on its application and was subject to certain exceptions, having to provide specified conditions. Said waiver is rarely granted by the Securities Industry Council.

Donggi-Senoro LNG Project in Indonesia
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Deal Value: US$2.8 billion
Practice Area: Project Finance

• Hogan Lovells represented Medco Energi
• Allen & Overy represented PT Donggi-Senoro LNG
• Latham & Watkins represented PT Pertamina (Persero)
• Ashurst represented the finance parties

This oil and gas project involved Medco Energi, PT Donggi-Senoro LNG, PT Pertamina (Persero) Japan Bank for International Cooperation, Export-Import Bank of Korea, Nippon Export and Investment Insurance, Korea Gas Corporation and the Mitsubishi Corporation.
All of these entities converged to take part in the major multi-source landmark US$2.8 billion project financing for the Donggi-Senoro LNG project in indonesia, which is the first LNG project in Indonesia to be structured as a downstream project under Law No. 22 of 2001.
The deal is also Indonesia’s first non-integrated LNG project and fourth LNG export terminal facility. Taking part were companies based in Korea, Japan and Indonesia, with said entities including the world’s largest LNG buyer and Japan’s largest trading house.
As the first successful financing of a non-integrated project in Indonesia, this is expected to have significant impact and catalyse similar future deals. It is also Medco Energi’s second significant project financing within 12 months and supports its credentials as a leading private sector sponsor within Indonesia.

When negotiations for this deal first began in August 2014, the intended acquirer was Berli Jucker Public Company Limited, but by the time this deal went through, Berli Jucker’s majority shareholder was TCC Holding, so amendments had to be made. The acquired Metro Cash & Carry Vietnam has 19 cash and carry centres and two logistics platforms, and boasts locations in a number of major cities and provinces throughout Vietnam.
This deal marks the largest non-energy related M&A deal in Vietnam ever. As well as being the biggest in terms of transaction value, it also represents the largest foreign investment in the distribution sector in Vietnam so far, and gives reason to anticipate a new wave of foreign investment in Vietnam’s growing consumption market.
TCC Holding is controlled by Thai billionaire Charoen Sirivadhanabhakdi and has a 73.7 percent stake in Berli Jucker. In order for this deal to go through, approval from 75 percent of Berli Jucker investors was needed. Thai investment in Vietnam is now seen as less of a hurdle thanks to the ASEAN Economic Community, which came into effect the same month.

• Han Kun Law Offices acted as PRC counsel to Bitauto Holdings
• Maples and Calder acted as Cayman Islands counsel to Tencent Holdings
• Paul, Weiss, Rifkind, Wharton & Garrison represented Tencent Holdings
• Orrick, Herrington & Sutcliffe represented JD.com
• Skadden, Arps, Slate, Meagher & Flom represented Bitauto
• Sullivan & Cromwell represented underwriters Credit Suisse Securities (financial advisor to Bitauto)

Bitauto, a leading provider of internet content and marketing services for China’s fast growing automotive industry, as of February 2015 is part-owned by both JD.com and Tencent, who invested approximately US$1.3 billion into Bitauto and US$250 million into YinXin Capital Ltd., a Bitauto subsidiary. The goal of the strategic partnership is providing enhanced online automotive transaction services to car buyers across China.
The deal resulted in JD.com and Tencent owning approximately 25 percent and 3.3 percent of Bitauto and approximately 17.7 percent and 26.6 percent of YinXin Capital respectively. JD.com also has one seat on Bitauto’s board of directors.
Not only does this deal show unification between the purchasers and their investment, but also a unification between the two acquirers, which only commenced their relationship last year when Tencent purchased 15 percent of JD.com, highlighted in last year’s Deals of the Year.
This is the first major M&A transaction in China’s TMT industry involving two existing US-listed companies (JD.com and Bitauto) and a Hong Kong-listed company (Tencent) to cooperate in the dynamic automobile e-commerce sector and gives reason to expect a rise in the prominence of strategic investors in this space.

State Bank of India’s financing of potential new allottees of coal mines
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Deal Value: Undisclosed
Practice Area: Project Finance

• HSA Advocates acted as counsel to the lender

In 2014, prior allotment of coal mines in India were cancelled by the Supreme Court as said allocations were held to be made illegally and arbitrarily, making a successful deal the subsequent year both unexpected and coveted.
The State Bank of India – India’s largest financial institution – acted as lenders for this first-of-its-kind transaction under large scrutiny due to what had gone before. India’s government issued fresh tender documents for the re-allocation of the cancelled coal blocks after its Supreme Court decided that the State Bank of India had successfully overcome the applicable legal challenges. Having had no previous precedence, a large amount of the legal work had to be undertaken from scratch.

Global Logistic Properties’ acquisition of the IndCor portfolio from the Blackstone Group
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Deal Value: US$8.1 billion
Practice Area: Corporate/Mergers & Acquisitions

• Morrison & Foerster advised Global Logistic Properties Limited
• Simpson Thacher & Bartlett advised Blackstone Group

In late February 2015, Global Logistic Properties Limited, the leading global provider of modern logistics facilities, along with the Singapore sovereign wealth fund GIC, successfully acquired the Indcor portfolio – one of the largest logistics platforms in the United States from The Blackstone Group.
Indcor’s assets include 117 million square feet of high quality industrial properties in key markets throughout the US, principally located in desirable in-fill industrial markets, which benefit from proximity to key domestic and global transportation hubs, major logistics warehouse/distribution networks and large population concentrations.
As well as boasting its significant deal value, this transaction represents the first foray by a market-leading Asia-based logistics provider into the North American market.

Vi Holding’s investment in Indonesian nickel mining company
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Deal Value: US$600 million
Practice Area: Capital Markets

• SSEK Legal Consultants represented Vi Holding

Russian industrial conglomerate Vi Holding, which specialises in mineral processing, made its first investment in Indonesia when commencing a joint venture with an Indonesian family that owns a nickel concession. This is also the first time said Indonesian company has been invested in by a foreigner.
For Vi Holding to successfully acquire a majority interest in the nickel mining company, a legal strategy for managing the significant legal risks discovered in due diligence had to be formulated. The projects space in Indonesia is heavily regulated, with the Indonesian government pushing for the development of the jurisdiction’s onshore smelting capacity by banning the export of unprocessed minerals. As a result of this and many other clamp downs, few joint ventures in this space have successfully closed.

Merger between Didi Dache and Kuaidi Dache
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Deal Value: US$6 billion
Practice Area: Corporate/Mergers & Acquisitions

• Maples and Calder acted as Cayman Islands counsel to Xiaoju Science
• Skadden, Arps, Slate, Meagher & Flom represented Didi Dache
• Simpson Thacher & Bartlett represented Kuaidi Dache
• Han Kun Law Offices acted as PRC counsel to Kuaidi Dache
• Fangda Partners acted as PRC counsel to Didi Dache
• Walkers acted as Cayman Islands counsel to Kuaidi Dache

Finishing February, we note Didi Dache’s strategic merger with Kuaidi Dache, two of China’s leading taxi-hailing mobile apps. The union created China’s largest local transportation mobile platform and one of the world’s leading local transportation mobile platforms based on user-base size. Separately, the two allegedly accounted for over 95 percent of the taxi-hailing market in China, which has an estimated 150 million monthly users.
Post-deal, the combined ‘Didi Kuaidi’ had a fundraising in July 2015 valued at US$2 billion. With inclusion of this fresh capital, the newly merged company has a valuation of approximately US$15 billion. The following August, there was a Kuaidi management liquidation financing and a US$3 billion Didi-Kuaidi series A-17 financing. The latter of the two was the largest PE financing of a China ‘unicorn’ company since that of All Stars and Xiaomi.
It was recently reported that Uber in China is now worth US$8 billion, though thanks to competition from this giant and a fierce price-war is losing money. In fact, Uber CEO Travis Kalanick stated that the company loses over US$1 billion a year in China. Uber has also come under scrutiny in the US for its relaxed background checks when compared with those of taxi drivers.

• Jingtian & Gongcheng represented China CNR Corporation Limited
• Morrison & Foerster acted as Hong Kong counsel to China CNR Corporation Limited
• Jiayuan Law Firm acted as PRC counsel to China CSR Corporation Limited
• Grandall Law Firm acted as PRC counsel to China CSR Corporation Limited
• Baker & McKenzie acted as Hong Kong counsel to China CSR Corporation Limited
• Haiwen Law Firm acted as PRC counsel to China CSR Corporation Limited’s lead financial adviser
• Linklaters acted as Hong Kong counsel to China CSR Corporation Limited’s lead financial adviser
• Kirkland & Ellis acted for financial advisor Bank of America Merrill Lynch

In a groundbreaking merger creating an industrial giant in the world’s rolling stock manufacturing industry from two state-owned enterprises in China, China CNR Corporation Limited merged with CSR Corporation Limited to produce CRRC Corporation Limited.
This is the first-ever tie-up between companies simultaneously listed on both the Hong Kong Stock Exchange and Shanghai Stock Exchange, meaning for the first time, laws and regulations from both Hong Kong and Mainland securities had to be complied with. This required a great deal of innovation thanks to the technical issues that arose.
It’s anticipated that this merging will increase competitiveness will the top players in the industry including those in Europe and the United States, and consolidation of state-owned enterprises in China for this purpose is a trend we’ve seen more and more recently.

Blizzard’s seeking of injunctive remedy in IP court in China
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Deal Value: Approx. US$1.6 million
Practice Area: Intellectual Property

• Hogan Lovells advised Blizzard

When Seven Games, Rekoo and Ucweb developed, published and distributed their game ‘Everyone WarCraft: War of Draenor’, it would have been surprising had Blizzard not seen a similarity between it and their own title ‘World of WarCraft’, which had already seen success for years.
The result was the first instance in which China’s specialised IP court granted a preliminary injunction. Said injunction stated that before a decision was arrived at, the three defendants weren’t allowed to make the game available for download nor collect money for the game. The case’s urgency, due to the potentially irreperable harm that ‘Everyone WarCraft: War of Draenor’ may have caused to Blizzard’s longstanding version, meant the lawyers for the defence had to work quickly and struggle to achieve the preliminary injunction, which, as stated had never been done before in the jurisdiction.

Nikkei’s acquisition of the FT Group
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Deal Value: Approx. US$1.22 billion
Practice Area: Corporate/Mergers & Acquisitions

• Skadden, Arps, Slate, Meagher & Flom represented Nikkei
• Herbert Smith Freehills represented Pearson
• Freshfields Bruckhaus Deringer represented Pearson

It seemed set in stone that Axel Springer, which had been courting Pearson for almost a year, was going to be the FT Group’s next owner, until Nikkei entered the picture five weeks before completing its purchase.
The FT Group, sold for £844 million, isn’t the first media asset to be sold by Pearson, which also offloaded Les Echos, the French media group, in order to put more focus on its education business. Not included in the assets sold were the FT headquarters and Pearson’s 50 percent stake in The Economist Group.
But Pearson didn’t hold on to its stake in The Economist Group for long, with this asset being sold less than three weeks later for ₤469 million.
Reportedly, though Nikkei’s bid came in late, they had been keeping an eye on the target for some time, and the German company Axel Springer didn’t even know it had been trumped by their bid until 15 minutes before the deal was announced.
Nikkei paid three times the pink paper value of the assets they acquired from the FT Group and roughly five times what was paid for the Washington Post two years prior in a deal that was described as remarkably generous. However, these statistics don’t take into account the reputation they bought or that a name, such as in the case of Coca-Cola, can be more valuable than the company itself.

Also in April, PT Dian Swastatika Sentosa Tbk sold its 67 percent stake in PT Golden Energy Mines Tbk, a company listed on the Indonesian Stock Exchange, to United Fiber Systems Limited, a company listed on the Singapore Stock Exchange. United Fiber Systems Limited then issued new shares as consideration for the acquisition, resulting in Dian Swastatika Sentosa Tbk acquiring more than 90 percent of United Fiber Systems Limited’s enlarged share capital (without taking into account certain other share issuances contemplated).
The lawyers working on the deal had to set the precedent, as this was the first reverse takeover of a pure coal mining company on the mainboard of the Singapore Stock Exchange. There was also a multi-jurisdictional hurdle to overcome, as both Indonesian and Singaporean companies were involved whose laws, though both jurisdictions are incorporated by the ASEAN Economic Community, are disparate in many ways.
Adding to the deal’s complexity was the fact that United Fiber Systems Limited’s primary subsidiary Poh Lian Construction Pte Ltd was under liquidation, so United Fiber Systems Limited had to provide corporate garantees in relation to its debts. This meant they had to structure contemporaneous standstill and debt restructuring transactions with creditors to ensure they would be debt-free upon completion.
It also took over 12 months to obtain clearance from the Singapore Stock Exchange due to issues pertaining to pre-existing commercial agreements including those with shareholders. Due to the deal’s success, United Fiber Systems Limited has a clean slate with a newly injected asset and can avoid insolvent winding up. Meanwhile, creditors didn’t have to fully write off their claims against them as they instead obtained recovery in terms of shares, strengthening the company balance sheet. Thanks to this – one of the largest reverse takeovers in Singapore’s history – PT Golden Energy Mines is listed on the Singapore Stock Exchange.

Listing of Videocon d2h Limited on NASDAQ
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Deal Value: US$273.35 million
Practice Area: Capital Markets

• Baker & McKenzie.Wong & Leow represented Videocon d2h Limited
• Shardul Amarchand Mangaldas & Co acted as India counsel to Videocon d2h Limited
• McDermott Will & Emery represented Silver Eagle

Subsequent to its raising of net proceeds of US$273.3 million, Videocon d2h became the largest Indian company by market capitalisation listed on NASDAQ, as well as the first US-listed Indian DTH broadcasting service provider.
The relevant investment agreement, made between Videocon d2h Limited and Silver Eagle: a US-listed special purpose acquisition company, meant that Videocon d2h issued American Depository Receipts which are now listed and traded on the NASDAQ global market to stockholders of Silver Eagle.
This transaction was the first direct overseas listing of an unlisted Indian company to be undertaken in terms of the Ministry of Finance’s Depository Receipts Scheme 2014, put into effect on December 15, 2014. It’s also the first transaction to involve investment in an Indian company by a special purpose acquisition company, resulting in the listing of the Indian company on an overseas stock exchange and marks the first Indian company that is incorporated in India and not concurrently listed on an Indian exchange to list its shares on a US exchange. The company hopes to list in India in the near future.

May

Noor II and Noor III CSP IPPs
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Deal Value: Phase II: US$1.1 billion • Phase III: US$ 862 million
Practice Area: Energy & Natural Resources

• Ashurst advised ACWA Power
• Norton Rose Fulbright advised the Moroccan Agency for Solar Energy
• Hajji & Associés acted as Moroccan counsel to ACWA Power

Saudi Arabian energy company ACWA Power last year embarked on its endeavour to supply electricity to 1.1 million Moroccans by 2018 with its Noor II and Noor III concentrated solar power facilities in Ouarzazate, Morocco.
The successful development and financing of Phase II and Phase III, which will develop 200MW and 150MW respectively, is subsequent to Phase I which took place in September 2013. The three combined will, once phases II and III are completed, jointly be the largest concentrated solar power plant in the world, with an installed capacity of 510MW.
This project will be seen as a foundation for the plan of the Moroccan Agency for Solar Energy, established in 2010, to domestically produce two gigawatts of solar power by 2020, equivalent to about 38 percent of Morocco’s currently installed generation capacity. This approach is far greener than what is currently in place – having over 97 percent of Morocco’s energy produced by fossil fuel imports. Instead, the country is hoping that 42 percent of its power will be produced by clean energy plants by 2020, which wil include 14 percent coming from solar power. The Noor projects should reduce carbon emissions by around 700,000 tons per year and potentially even generate surplus energy for export.

Acquisition of Toll Holdings Limited by Japan Post Holdings
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Deal Value: Approx. US$6.2 billion
Practice Area: Corporate/Mergers & Acquisitions

• Herbert Smith Freehills represented Toll Holdings Limited
• Clayton Utz acted as Australian counsel to Japan Post Holdings
• Nishimura & Asahi acted as Japanese counsel to Japan Post Holdings

The fifth-largest inbound acquisition Australia has ever seen saw Japan Post Holdings pay A$8 billion for leading transport and logistics provider Toll Holdings Limited. Post-merger Japan Post Holdings became one of the world’s top five logistics companies.
Toll Holdings Limited was the Asia-Pacific region’s leading provider of transport and logistics, employing approximately 40,000 people across 1200 locations in over 50 countries. Japan Post Holdings agreed to pay a cash consideration of A$9.04 per share, which was a 49 percent premium to Toll Holdings Limited’s pre-announcement closing share price. Despite the deal’s size and chance for altercation, the transaction went through smoothly and was quickly approved by shareholders and key regulators such as the Australian government’s Foreign Investment Review Board.
The deal also marks the first time that Japan Post Holdings – a previously government-owned company – embarked on a business affiliation with a large foreign company.

TPG’s investment in PropertyGuru
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Deal Value: Approx. US$130 million
Practice Area: Capital Markets

• Cleary Gottlieb Steen & Hamilton represented TPG
• TSMP Law Corporation represented PropertyGuru
• Allen & Gledhill acted as Singaporean counsel to TPG
• Rahmat Lim & Partners acted as Malaysian counsel to TPG
• Linklaters acted as Thai counsel to TPG
• Hadiputranto, Hadinoto & Partners acted as Indonesian counsel to TPG
• Arnold Bloch Leibler represented Square Peg Capital
• Rodyk & Davidson acted for PropertyGuru

2015’s largest investment in a Southeast Asian tech company saw a TPG Capital-led consortium put roughly US$130 million into PropertyGuru to support its innovation, marketing and further expansion in the region.
The investment combined a primary preface share subscription with a secondary purchase of shares from more than 50 different sellers under two separate share purchase agreements. PropertyGuru, which boasts over 11 million monthly consumer visits, 104 million page views and 28 percent traffic growth per annum (with 52 percent of that being mobile traffic) is estimated to have involvement in 10 percent of all property transactions in a region which includes Singapore, Thailand and Indonesia. The additional funding will mean an anticipated increase in all of these figures for a company whose span already reaches five continents.

Nord Anglia Education’s acquisition of six schools from Meritas and related financings
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Deal Value: Acquisition – US$534 million
Practice Area: Corporate/Mergers & Acquisitions
Registered equity offering – US$170 million
Incremental term loan borrowings – US$240 million
Senior secured CHF denominated notes offering – Approx. US$201.7 million

• Latham & Watkins acted as US,UK, Hong Kong, Singapore, UAE and Spanish counsel to Nord Anglia Education
• Baker & McKenzie Zurich acted as Swiss counsel to Nord Anglia Education
• Creel, García-Cuéllar, Aiza y Enríquez acted as Mexican counsel to Nord Anglia Education and the guarantors
• DLA Piper (Thailand) Limited acted as Thai counsel to Nord Anglia Education and the guarantors
• DLA Piper Middle East acted as Bahraini counsel to Nord Anglia Education and the guarantors
• DLA Piper Prague acted as Czech counsel to Nord Anglia Education and the guarantors
• DLA Piper Weiss-Tessbach acted as Slovak counsel to Nord Anglia Education and the guarantors
• DLA Piper Wiater sp.k. acted as Polish counsel to Nord Anglia Education and the guarantors
• Ganado Advocates acted as Maltese counsel to Nord Anglia Education and the guarantors
• Gide Loyrette Nouel A.A.R.P.I. acted as Vietnamese counsel to Nord Anglia Education and the guarantors
• Han Kun Law Offices acted as PRC counsel to Nord Anglia Education and the guarantors
• Hassans International Law Firm acted as Gibraltar counsel to Nord Anglia Education and the guarantors
• Horváth & Partners DLA Piper acted as Hungarian counsel to Nord Anglia Education and the guarantors
• Maples and Calder acted as Cayman Islands and British Virgin Islands counsel to Nord Anglia Education and the guarantors
• NautaDutilh Avocats Luxembourg S.à r.l. acted as Luxembourg counsel to Nord Anglia Education and the guarantors
• Schellenberg Wittmer Ltd acted as Swiss counsel to Nord Anglia Education and the guarantors
• Sharq Law Firm acted as Qatari counsel to Nord Anglia Education and the guarantors
• Swann Hadley Stump Dietrich & Spears, P.A. acted as Florida counsel to Nord Anglia Education and the guarantors
• Katten Muchin Rosenman LLP acted as US counsel to the Meritas entities
• Milbank, Tweed, Hadley & McCloy acted as US and English counsel to the underwriters, lenders and initial purchasers
• Allen & Overy (Thailand) acted as Thai counsel to the lenders
• Badri & Salim El Meouchi Law Firm acted as Qatari counsel to the lenders

On June 25, Nord Anglia Education – one of the world’s leading operators of premium schools – acquired six schools located in China, North America and Europe from Meritas, LLC and certain affiliates, for a net cash consideration of US$534 million plus US$25 million of deferred consideration.
Nord Anglia Education concurrently had an equity offering, a CHF denominated notes offering and amendment and restatement of its senior secured credit facilities, which the company used to finance the acquisition.
Rather than using a traditional bridge-to-bond financing structure to fund the acquisition, Nord Anglia Education completed it concurrently with the CHF denominated notes offering and term loan upsizing, with the equity offering closing shortly before the other transactions. The simultaneous execution, size, complexity and cross-border aspects of the acquisition and related financings raised complex regulatory, timing, corporate finance, tax, corporate governance and other legal and commercial issues. In addition, the CHF denominated notes offering and term loan upsizing required the company to put in place complex guarantor and security arrangements in multiple jurisdictions across Europe, North America, the Middle East and Asia contemporaneously with the closing of the transactions.

August

Softbank, Alibaba and Foxconn’s investment in Snapdeal
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Deal Value: US$1.27 billion
Practice Area: Capital Markets

• Morrison & Foerster advised Softbank
• Kochhar & Company, Advocates & Legal Consultants acted as India counsel to SoftBank and Alibaba
• Trilegal represented Alibaba
• Simpson Thacher & Bartlett represented Alibaba
• IndusLaw acted as India counsel to Jasper Infotech (operator of Snapdeal)

A series of related deals concluding in August 2015 expanded Snapdeal into what is now India’s largest e-commerce company.
Initially, Softbank invested US$627 million in Snapdeal, subsequent to which both Alibaba and Foxconn invested US$200 million each. The aim is for Snapdeal to further strengthen its presence in India and leverage synergies with its network of Internet companies around the world. For the deal to go through, due diligence on the investee company had to be rigorously carried out, as well as competition law issues having to be looked into, investment agreements having to be reviewed and many other related projects had to be undertaken. The deal also marks Alibaba’s first e-commerce investment in India as they look to ramp up their presence there.

DBS Bank’s establishment of global covered bond programme and issue of covered bonds
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Deal Value: Programme – US$10 billion
Practice Area: Banking and Finance
Series 001 size – US$1 billion

• Allen & Gledhill acted as Singapore counsel to DBS Bank and Bayfront
• Linklaters acted as English and US counsel to DBS and Bayfront
• Clifford Chance acted as English, US and Singaporean counsel to DBS and Barclays Singapore
• Eversheds represented Fitch Ratings

Being both the first covered bond programme and issue by a Singapore incorporated bank and the first in the Singapore market, this deal is truly deserving of winning for our innovation criteria. Add that to the size, both in terms of deal value and potential market influence, the unique features and the complexity and it’s no wonder our deal to close August made our list of winners. The deal also holds the accolade of being the largest securitisation programme out of Asia since the Lehman Brothers’ collapse in 2008.
Restructuring and insolvency, financial regulatory and compliance, tax corporate, debt capital markets and corporate real estate elements all came into play as did authorities including the Monetary Authority of Singapore, the Inland Revenue Authority of Singapore and the Central Provident Fund Board.
The programme employed a hybrid structure, allowing for the sale of loans and mortgages into the cover pool by way of equitable assignment to the covered bond guarantor Bayfront or a declaration of trust in favour of them.
The transaction took almost two years to complete due to certain unique legal issues, such as those that were related to the aforementioned Central Provident Fund, and resulted in covered bonds being issued with a rating of AAA, as opposed to those of DBS Bank, which has a standalone credit rating of AA-.

• Khaitan & Co advised GlaxoSmithKline
• Slaughter and May advised GlaxoSmithKline
• Han Kun Law Offices advised GlaxoSmithKline
• SSEK Legal Consultants advised GlaxoSmithKline
• WongPartnership advised GlaxoSmithKline
• Yulchon acted as anti-trust counsel to GlaxoSmithKline
• Freshfields Bruckhaus Deringer advised Novartis
• Linklaters advised Novartis
• Clayton Utz acted for Novartis in respect of competition law issues
• AZB & Partners acted as Indian counsel to Novartis

Any joint venture with a value of US$20 billion will inevitably have huge anti-trust implications, and this element will require a great deal of attention. Adding to the complexity was the fact that this transaction required three inter-conditional deals, each of which was unique, innovative and targeted.
The two pharmaceutical companies over the period completed a series of asset swaps with an accumulated value of US$20 billion. Along with acquisitions, restructuring had to take place for this three-part transaction to work, which involved drug business, vaccine business and oncology business: highly regulated areas, especially cross-border. Jurisdictions involved include China, Indonesia, South Korea and India, along with others outside of our covered region.
In order for the deal to go through, unconditional clearance from the Korea Fair Trade Commission had to be granted, along with approval on non-compete covenants in brownfield pharmaceutical transactions from the Foreign Investment Promotion Board of India.

Cheil Industries’ acquisition of Samsung C&T Corporation
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Deal Value: Approx. US$11 billion
Practice Area: Corporate/Mergers & Acquisitions

• Kim & Chang advised Samsung C&T Corporation
• WongPartnership acted as Singapore counsel

Also in September, Samsung C&T Corporation was acquired by Cheil Industries for KRW11.4 trillion. The transaction involved complex legal issues including circular shareholding under the Korea Monopoly Regulation and Fair Trade Act, merger ratio under the Financial Investment Services and Capital Markets Act and disposal of preferred shares.
During the process, multiple claims were raised by an international hedge fund and foreign advisors to both sides had to be placated. The deal was significant not only in terms of value, but as a landmark case with precedental value, serving as a reference point for future Korean conglomerate comporate restructuring transactions.

October

China Investment Corporation’s acquisition of Investa portfolio
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Deal Value: US$1.79 billion
Practice Area: Corporate/Mergers & Acquisitions

• Clayton Utz advised China Investment Corporation
• Allens advised Investa Property Group

Formally closed on October 1, 2015, China Investment Corporation (CIC) made an investment of over A$2 billion into Investa Property Group’s office tower portfolio in Australia. As a result, CIC now owns stakes in nine premium commercial office towers in Sydney, Melbourne and Brisbane.
The deal marks the largest direct property sale in Australia’s history, and though rents are currently flat in Australia (as well as all buildings having long-standing tenants), they are expected to rise in the future with office vacancy rates declining, both due to a strong economy and many commercial towers being converted for residential use.
Earlier in the year, CIC also made major real estate purchases in Japan and Europe, and now boasts a worldwide portfolio worth over US$746 billion. Of this, around US$220 billion is overseas. In order to make its latest addition, CIC had to outbid over 50 rivals and has now, in one swoop, become one of Australia’s largest commercial landlords.
The price of A$2.45 billion is 20 percent above a December valuation, is expected to lead to increase in property value throughout the region and may have played a part in Australia’s better-than-expected end to 2015. Also, due to the decline of the Australian dollar, as the deal was done using US dollars, the properties would have cost US$2.75 billion (almost US$1 billion more) had the transaction been made in 2011.

UK-based Tesco PLC – the third-largest retailer in the world – sold Homeplus, which was its Korean hypermarket, supermarket and convenience store, to a group of investors at the forefront of which was Korea-based MBK Partners: the largest independent private equity firm in North Asia.
The acquired Homeplus Co., Ltd is South Korea’s second-biggest hypermarket and supermarket chain, and its acquisition is the largest ever private equity deal in South Korea. It also marks Asia’s largest ever leveraged buyout transaction, the biggest ever debt acquisition financing arrangement for acquisition of Korean targets and Korea’s largest M&A transaction to date. The deal is thought to be critical to Tesco’s hopes of turning around its operations in the wake of an accounting scandal and the announcement of its biggest ever annual loss. Tesco successfully exited the Korean market in an attempt to shore up its troubled business.
The purchaser consortium that was led by MBK Partners also included South Korea’s state-run National Pension Service, Singaporean sovereign wealth fund Temasek and Canadian pension funds Canada Pension Plan and PSP Investments. As a result, laws applicable to each jurisdiction above had to be observed along with those of the UK due to Tesco and the US due to certain co-investors.

Acquisition of shares in Tiger Airways Holdings Limited
Firms involved: Allen & Gledhill; WongPartnership
Deal value: Approx. US$164 million
– This acquisition marks the first merger cleared by the Competition Commission of Singapore in which they considered and accepted the ‘falling firm defence’.

Anbang’s acquisition of Waldorf Astoria
Firms involved: Skadden, Arps, Slate, Meagher & Flom; Fried, Frank, Harris, Shriver & Jacobson; Greenberg Traurig; Simpson Thacher & Bartlett; Dentons advised Hilton
Deal value: US$1.95 billion
– Both the largest real estate acquisition to date by a Chinese company in the US and the largest-ever sale of a US hotel and the first real estate outside of China by Anbang.

Jin Jiang’s acquisition of French Groupe du Louvre Hotels
Firms involved: Davis Polk & Wardwell; Shearman & Sterling; Fangda Partners; Arendt & Medernach SA; Beau de Loménie; Stibbe N.V.; Liedekerke Wolters Waelbroeck Kirkpatrick; Jara & Partners; White & Case
Deal value: Approx. US$1.44 billion
– Not only does this mark was the biggest outbound purchase of hotels by a Chinese hospitality group ever completed in Europe, but it’s also the largest Chinese investment in France to date.

Sale of Tong Yang Life Insurance
Firms involved: Kim & Chang; Bae, Kim & Lee
Deal value: US$941 million
– This transaction represents the largest investment in a Korean financial company by a Chinese investor in history.

Semangka Hydroelectric Power Project
Firms involved: Latham & Watkins; Ali Budiardjo, Nugroho, Reksodiputro; Milbank, Tweed, Hadley & McCloy LLP; Norton Rose Fulbright
Deal value: US$191 million
– A multi-jurisdictional power project resulting in a zero emissions plant in Indonesia.

Emirates ECA- backed Sukuk
Firms involved: Maples and Calder; Norton Rose Fulbright; Hogan Lovells; Clifford Chance; Allen & Overy
Deal value: US$913 million
– The world’s first sukuk financing supported by the UKEC and the largest-ever capital markets offering in the aviation space with an Export Credit Agency guarantee.

Fonterra Co-operative Group Limited’s investment into Beingmate Baby & Child Food Co., Ltd.
Firms involved: Jingtian & Gongcheng; Minter Ellison; King & Wood Mallesons
Deal value: Approx. 528 million
– This partnership is intended to give Chinese customers access to high quality, safe and reliable dairy products.

Sinopec’s retail sale
Firm involved: King & Wood Mallesons
Deal value: US$17.424 billion
– As well as being the first mixed-ownership reform transaction involving state-owned enterprises, this is the second largest transaction by value in Asia Pacific (excl. Japan) in recent years.

PrimeCredit acquisition
Firms involved: King & Wood Mallesons; Slaughter and May; Jun He Law Offices; Wilkinson & Grist; Herbert Smith Freehills; Jones Day; Walkers
Deal value: over US$2 billion
– This deal required the establishment of a joint venture bid company comprising Chinese, US and Australian participants, involved regulatory issues in Hong Kong, the US, the PRC, the UK and Australia and is the first ever de-regulation of a Hong Kong deposit-taking company into a money lender.

The first Rule 144A/ Regulation S bond issued by an Omani corporate entity
Firms involved: Dechert; Al Busaidy, Mansoor Jamal & Co; Dentons & Co; Walkers
Deal value: US$1 billion
– Due to the deal value, this is the largest-ever international capital markets issuance out of Oman.

HTSC’s US$5 Billion Hong Kong IPO and Rule 144/A Regulation S Offering
Firms involved: Simpson Thacher & Bartlett; Clifford Chance; King & Wood Mallesons; Commerce & Finance Law Offices
Deal value: US$5 billion
– Hong Kong’s largest IPO of 2015 was a major contribution to it becoming the No.1 venue for IPOs globally for the year.

Merger between Cheung Kong and Hutchison, creating CK Hutchison Holdings and Cheung Kong Property
Firms involved: Freshfields Bruckhaus Deringer; Woo Kwan Lee & Lo; Linklaters; Maples and Calder
Deal value: US$34.9 billion
– The Hutchison and Cheung Kong restructuring is the largest scheme of arrangement to date in Hong Kong since 1997 – the year of the handover.

Hyundai Heavy Industries’ Offering of Zero Coupon Guaranteed Exchangeable Bonds
Firms involved: Simpson Thacher & Bartlett; Lee & Ko; Linklaters; Shin & Kim; Clifford Chance; Yulchon
Deal value: US$221.6 million
– As well as being the first time an Asian convertible or exchangeable bond issuer applied credit enhancement through a third-party guarantee, the transaction is also the first Asian equity-linked issuance with a stock borrow agreement from a third party.

BBC Worldwide digital content protection
Firm involved: ZICOlaw Thailand Limited
Deal value: undisclosed
– In preparation for new copyright bills passed in late 2014 by the National Legislative Assembly, which came into effect in August 2015, the BBC had to consider its options in a tight time frame.

Acquisition and Privatisation of Asia Resource Minerals plc (ARMS)
Firms involved: Ashurst; Holman Fenwick Willan; Atanaskovic Hartnell; Allen & Overy; DLA Piper
Deal value: US$ 210 million
– This is the only hostile takeover of a listed company in the UK this year that was led out of Singapore, and it was subject to intense scrutiny due to the target company’s history of regulatory mis-steps.

Bond offering by Adani Ports and Special Economic Zone Limited
Firms involved: Latham & Watkins; Cyril Amarchand Mangaldas; Linklaters; Luthra & Luthra Law Offices
Deal value: US$ 650 million
– The offering was the first debut investment grade issuance by an Indian borrower and the first-ever investment grade issuance by a domestic infrastructure company. It was also the largest-ever US$ bond offering by an infrastructure company in India.

Link Real Estate Investment Trust (REIT) acquisition of properties
Firms involved: Baker & McKenzie; Maples and Calder
Deal value: US$1.762 billion
– Link REIT’s first mixed-use property acquisition in the PRC saw it successfully bid for government land through a joint venture in Hong Kong as well as PRC land, which was the largest acquisition thus far for mainland commercial property.

Merger of Hana Bank and Korea Exchange Bank
Firms involved: Bae, Kim & Lee; Kim & Chang; Allen & Gledhill
Deal value: US$ 7.8 billion
– The completion of this three-year integration project resulted in the largest bank in Korea and is the first major merger there since 2007

ICC arbitration regarding CKD project by Automotive Gate FZCO
Firms involved: Zhong Lun Law Firm; Paramount Law Firm; Jun He Law Offices; Allen & Overy; Hui Zhong Law Firm; Herbert Smith Freehills LLP
Deal value: US$60 million
– This arbitration required input from Asia, North America, Europe, the Middle East and Africa, and therefore a divergency between all involved jurisdictions and their applicable laws had to be determined.

Universal Studios to open theme park in Beijing
Firms involved: Paul Hastings; Zhong Lun Law Firm; Davis Polk & Wardwell; Haiwen & Partners; Paul, Weiss, Rifkind, Wharton & Garrison
Deal value: US$7.8 billion
– Set to compete with Disney’s park in Shanghai, due to open later this year, Universal’s park (eventually its largest worldwide), along with others under construction, will contribute to making China the world’s foremost theme park destination.

Islamic Debt Transfer to Digicel Myanmar Tower Company – September 2015
Firms involved: DFDL; Jones Day; Clifford Chance; Polastri Wint & Partners; Appleby; Carey Olsen; Conyers Dill & Pearman
Deal value: US$60 million
– This deal was the first instance of Islamic financing in Myanmar in the form of a murabaha facility. This necessary as going straight to the borrower, the Central Bank of Myanmar, would have taken too long to permit Digicel to meet network buildout targets.

Mizuho Bank, Ltd’s issuance of THB-denominated bonds under the ASEAN+3 Multi-Currency Bond Issuance Framework
Firms involved: Nagashima Ohno & Tsunematsu; The Siam Commercial Bank Public Company Limited; Baker & McKenzie
Deal value: Approx US$85 million
– The first issuance of bonds under the ASEAN+3 Multi-Currency Bond Issuance Framework

Merger between Dianping and Meituan
Firms involved: Skadden, Arps, Slate, Meagher & Flom; Davis Polk & Wardwell; Shearman & Sterling; Han Kun Law Offices; Maples and Calder; Walkers
Deal value: US$15 billion
– In expectation of becoming the leading online to offline platform in China, these two jointly established a new company.

The government of Oman’s inaugural sukuk
Firm involved: Trowers & Hamlins
Deal value: US$650 million
– Along with being the first-ever sukuk issuance in Oman, this deal established the first Islamic bank in Oman too.

Casino development project in Hoi An South
Firm involved: Baker & McKenzie
Deal value: US$4.6 billion
– A joint venture with a Hong Kong company to bring Vietnam a contentious casino in times of political turmoil.