Deals – July 8, 2020

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Allen & Gledhill has advised the Housing and Development Board on the issue of S$800 million (US$574m) principal amount of fixed rated notes due 2030, as Series 091 under its S$32 billion (US$23b) multicurrency medium term note programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised the National University of Singapore (NUS) on the issue of its S$300 million (US$215m) 1.565 percent notes due 2030, under its S$2 billion (US$1.4b) multicurrency medium term note programme. NUS raised S$300 million (US$215m) through the issue of green bonds under the programme, the net proceeds of which will finance the green projects under its new Green Finance Framework. The Green Finance Framework provides the overarching criteria and guidelines for NUS to enter into green finance transactions, and is a move by the university to extend its efforts in addressing climate change and environmental sustainability. NUS is believed to be the first university in Asia to launch a framework on sustainability-linked finance and to issue a green bond. Partners Margaret Chin, Fabian Tan and Sunit Chhabra also led the firm’s team in the transaction.

AZB & Partners is advising International Finance Corporation on its subscription of Rs2.94 billion (US$39.3m) rated, secured, unlisted non-convertible debentures issued by Suguna Foods to meet its working capital and capital expenditure requirements. Partners Gautam Saha, Pallavi Meena and Nikhil Bahl are leading the firm’s team in the transaction, which was signed on June 17, 2020 and is yet to be completed.

AZB & Partners has also advised Warburg Pincus, via its affiliate Bluewater Investment, on its Rs6.32 billion (US$84.5m) sale of its more than 11 percent stake in Laurus Labs. Partner Vaidhyanadhan Iyer led the firm’s team in the transaction, which was signed on June 17, 2020 and was completed on June 29, 2020.

Davis Polk has advised the initial purchaser on the Regulation S offering of high-yield notes by Ronshine China Holdings of US$160 million principal amount of 7.35 percent senior notes due 2023, to be consolidated and form a single series with the existing US$250 million 7.35 percent guaranteed senior notes due 2023 issued on June 15, 2020. Hong Kong-listed Ronshine China is a residential property developer in China. Hong Kong partners Gerhard Radtke and Yang Chu led the firm’s team in the transaction.

J Sagar Associates has advised Fleur Hotels shareholders APG Strategic Real Estate Pool and Lemon Tree Hotels on APG’s up to Rs3 billion (US$40m) investment, thru the subscription of compulsorily convertible preference shares of Fleur. Under the first tranche, APG invested Rs1.75 billion (US$23.4m), while the remaining investment of up to Rs1.25 billion (US$16.7m) is proposed to be infused subsequently in multiple tranches. Partners Rupinder Malik and Rajul Bohra led the firm’s team in the transaction.

J Sagar Associates has also advised MPS on its acquisition of HighWire Press. The deal included the acquisition of shares of Northern Ireland-based HighWire Press, which had a UK-based subsidiary Semantico, and a forward merger of HighWire’s US entities (HighWire Press Holdings, HighWire Press and HighWire UK Holdings), first among themselves, and then with MPS’s wholly-owned subsidiary in the US, which was freshly incorporated for the acquisition. HighWire is an industry-leading global provider of digital publishing tools and platform solutions across all aspects of the publishing life cycle. Investors in HighWire include Stanford University and mid-market software and technology-focused private equity firm Accel-KKR. Partners Sidharrth Shankar and Shantanu Jindel led the firm’s team in the transaction.

Kudun and Partners has represented state-telecom agency CAT Telecom on its joint venture with satellite operator Thaicom to strengthen Thailand’s telecommunications infrastructure, as well as to boost the growth of the digital economy and satellite industries. Thaicom’s expertise in the satellite industry, coupled with CAT’s extensive know-how in providing digital solutions, will help them leverage advanced solutions and services for various applications and industries. Partners Kom Vachiravarakarn, co-head of corporate and M&A practice, and Kongkoch Yongsavasdikul led the firm’s team in the transaction.

L&L Partners has acted for The Carlyle Group on its approximately 25 percent investment in Nxtra Data, Bharti Airtel’s wholly-owned subsidiary. Carlyle made the investment thru Comfort Investments II, an affiliate of CAP V Mauritius, which is managed and advised by Carlyle’ affiliated entities. Bharti Airtel and Comfort Investments II have entered into an agreement, under which Comfort Investments II shall invest approximately US$235 million in Nxtra Data. Nxtra Data offers secure data centre services to leading Indian and global enterprises, hyperscalers, start-ups, SMEs and governments. Its nation-wide portfolio of ten large data centres and more than 120 edge data centres provides customers with co-location services, cloud infrastructure, managed hosting, data backup, disaster recovery and remote infrastructure management. Nxtra Data’s post-money enterprise valuation is approximately US$1.2 billion. Upon completion of the transaction, Carlyle will hold an approximately 25 percent stake in the business, with Airtel continuing to hold the remaining 75 percent stake. Senior partner Mohit Saraf and partners Sundeep Dudeja, Vaibhav Kakkar and Samarth Gupta led the firm’s team in the transaction. Freshfields Bruckhaus Deringer, with a team led by partner Simon Weller, also advised Carlyle.

Maples & Calder has acted as Cayman Islands counsel to JD.com on its global offering of 133 million shares and secondary listing in Hong Kong. Listed on Nasdaq since May 2014, JD.com is a leading technology driven e-commerce company transforming to become a leading supply chain-based technology and service provider. It is the largest retail company in China, by total revenues in 2019. The offering, which closed on June 18, 2020, raised approximately HK$30.1 billion (US$3.9b). Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and affiliates acted as Hong Kong and US counsels and Shihui Partners acted as China counsel. Clifford Chance and affiliates acted as Hong Kong and US counsel, while Han Kun Law Offices acted as China counsel to Merrill Lynch, UBS and CLSA, as the underwriters.

Maples & Calder has also acted as Cayman Islands counsel to NetEase on its global offering of 171.48 million shares and secondary listing in Hong Kong. Listed on Nasdaq since June 2000, NetEase is the second largest mobile game company in the world. The offering, which closed on June 11, 2020, raised approximately HK$21 billion (US$2.7b). Partner Richard Spooner also led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom and affiliates acted as Hong Kong and US counsels and Zhong Lun Law Firm acted as China counsel. Davis Polk & Wardwell acted as Hong Kong and US counsel, while JunHe acted as China counsel to CICC, Credit Suisse and JP Morgan, as the underwriters.

Paul Hastings has advised Redsun Services Group on its US$54.92 million global offering and IPO in Hong Kong. ABCI Capital acted as the sole sponsor for the listing, while ABCI Capital, CCB International Capital, CMB International Capital and ICBC International Capital acted as the joint global coordinators. A community service provider based in Jiangsu Province, China, Redsun Services manages residential and commercial properties. Raymond Li, global partner and chair of Greater China, and corporate partners Vincent Wang and Chaobo Fan led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for MBK Real Estate Asia on the approximately S$102.9 million (US$73.8m) disposal of its 25 percent equity stake in Ascendas Fusion 5, which owns the property 1 Fusionopolis Place in Singapore, to Ascendas Real Estate Investment Trust. Partners Evelyn Wee, Elsa Chai, Lina Chua and Cynthia Wu led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted as Singapore counsel to Raffles Interior on its IPO and listing in Hong Kong. The market capitalisation of Raffles Interior, as of the date of listing, was approximately HK$500 million (US$64.5m). Partners Howard Cheam and Tan Mui Hui led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has advised the Navayuga group on the sale of 100 percent share capital of Navayuga Dhola Infra Projects and Navayuga Dibang Infra Projects to Sekura Roads. It is the one of the first domestic infrastructure acquisition deals closed in the prevailing Covid-19 lockdown. The Dhola roads and the Dibang roads are of strategic importance, as they ensure seamless all-weather connectivity between the northeast and the rest of India. Partners Abhishek Guha and Deepto Roy led the firm’s team in the transaction, which closed on June 6, 2020. Cyril Amarchand Mangaldas advised Sekura Roads.

Shardul Amarchand Mangaldas & Co has also advised Metso Oyj and Outotec Oyj on obtaining approval of the Competition Commission of India (CCI) for Outotec’s acquisition of the minerals business of Metso (Metso Minerals). The transaction will be achieved by way of a partial demerger of Metso, to the effect that all assets, rights, debts and liabilities of Metso Minerals will be acquired by Outotec. Metso’s shareholders will receive newly issued shares in Outotec, and will hold approximately 78 percent of the total shares in Outotec. Partners Harman Singh Sandhu and Rohan Arora led the firm’s team in the transaction, which was approved conditionally by the CCI on June 18, 2020 and closed on June 30, 2020. White & Case acted as Metso’s global antitrust counsel, while Hannes Snellman Attorneys acted as Outotec’s global antitrust counsel.

Simpson Thacher is advising KKR on a definitive agreement to purchase a controlling stake in JB Chemicals & Pharmaceuticals, one of the leading Indian pharmaceutical companies specialising in branded formulations. Hong Kong partner Ian Ho led the firm’s team in the transaction.

Skadden has advised Weibo, a leading Chinese social media company, on its public offering of US$750 million aggregate principal amount of its 3.375 percent notes due 2030. The notes have been registered under the US Securities Act of 1933, as amended, and are expected to be listed in Singapore. Weibo expects to receive from the offering net proceeds of approximately US$740 million, after deducting underwriting discounts and commissions and estimated offering expenses. Partners Julie Gao (Hong Kong), Jonathan Stone (Hong Kong) and Haiping Li (Shanghai) led the firm’s team in the transaction.

Skadden has also advised New Oriental Education & Technology Group, the largest provider of private educational services in China, on its offering of US$300 million aggregate principal amount of its 2.125 percent notes due 2025. The notes are being offered outside the US in reliance on Regulation S under the Securities Act of 1933, as amended, and are expected to be listed in Hong Kong. New Oriental expects to receive net proceeds of approximately US$297.1 million, after deducting joint book-runners commissions and estimated offering expenses. Partners Julie Gao (Hong Kong), Jonathan Stone (Hong Kong), Haiping Li (Shanghai), Alex Jupp (London) and Danny Tricot (London) led the firm’s team in the transaction. Davis Polk advised the joint lead managers. Hong Kong partner Gerhard Radtke led the firm’s team in the transaction.

Weil, Gotshal & Manges has advised FountainVest Partners, a leading private equity firm in Asia, as one of the lead investors on Zuoyebang’s latest financing round of US$750 million. Zuoyebang is one of the leading K-12 online tutoring platforms in China, with more than 50 million total daily active users, 170 million monthly active users and 800 million total registered users. Private equity partner Charles Ching led the firm’s team in the transaction.

WongPartnership act for Temasek Holdings as lead investor in the US$70 million capital raise by One Championship. Partners Mark Choy and Kyle Lee led the firm’s team in the transaction together with partners Alvin Chia, Khoo Yuh Huey and Kylie Peh.

WongPartnership has also acted for Accordia Golf on the proposed acquisition of Accordia Golf Trust’s interests in all of its golf courses for ¥61.8 billion (US$574.8m). Managing partner Ng Wai King and partner Audrey Chng led the firm’s team in the transaction.