Latest Deals from Law Firms and Legal Services Providers:23rd October 2024

Allen & Gledhill has advised Keppel, via its subsidiary, Oil (Asia), on the S$391.1 million (US$297m) divestment of a 70 percent stake in Saigon Sports City, which holds the right to develop a mixed-use project on a land plot of approximately 64 hectares in Thu Duc City, Ho Chi Minh City, Vietnam for a transaction value of up to S$391.1 million (US$297m). Managing partner Oh Hsiu-Hau and partner Tran Ngoc Hoang Phuong from Allen & Gledhill (Vietnam) and partners Tan Kai Liang and Wong Yi Jia from Allen & Gledhill’s Singapore office led the firms’ teams in the transaction.

Allen & Gledhill has also advised Mizuho Bank and RHB Bank on the S$224 million (US$170m) term loan facilities to YTL Cement Singapore. The facilities will be used to finance the acquisition of approximately 81.24 percent of the ordinary shares and the mandatory general offer for the remaining ordinary shares in Singapore-listed NSL. Partner Aloysius Ng led the firm’s team in the transaction.

Moreover, Allen & Gledhill has advised Advario on the acquisition of a minority stake in Chemoil Storage, the holding company of Advario Helios Singapore, which indirectly owns and operates the Helios storage terminal in Singapore, from Macquarie Helios Holdings, which is jointly held by Macquarie Capital and the Employees Provident Fund of Malaysia. Following the transaction, Advario owns 100 percent of the shares in Chemoil Storage. Partners Oh Hsiu-Hau and Wong Yi Jia led the firm’s team in the transaction.

AZB & Partners has advised Prescinto Technologies on the acquisition of Prescinto Technologies by International Business Machines (IBM) and its affiliates. Partners Anil Kasturi and Ashish Pareek led the firm’s team in the transaction, which was completed on October 10, 2024.

AZB & Partners is also advising TA Associates Management on its acquisition of significant stake in Solifi Group, including its Indian subsidiary Solifi Software India. Partners Darshika Kothari and Vasudha Asher are leading the firm’s team in the transaction, which was signed on September 26, 2024 and is yet to be completed.

Moreover, AZB & Partners has advised Patanjali Ayurved on the Rs11 billion (US$131m) acquisition of its home and personal care business by Patanjali Foods. Partner Bharat Budholia led the firm’s team in the transaction, which was approved by the CCI on October 8, 2024.

Chandler MHM has advised PTT on its issuance of Thailand’s first Q-Bond, a groundbreaking market innovation leveraging blockchain technology. For the first time, “Quarix” is used to facilitate the back-end operation of bond payments, including data collection and calculation of the interest and principal payments that investors will receive on the maturity date through the Q-Bond operating system. Quarix is a blockchain technology developed by Orbix Technology and Innovation Company, a company under KASIKORNBANK Financial Conglomerate. The innovative application of Quarix extends beyond back-end operations, as the same technology underpins “Q-money”, another distinctive feature of this transaction. Specifically, the payment of the subscription price, interest and principal of the Q-Bonds will be made with “Q-money”, an e-money product offered by KASIKORNBANK, through its “Q-money by KBank” application. This novel approach was developed and launched under the Bank of Thailand’s regulatory sandbox framework. KASIKORNBANK acted as sole lead underwriter and registrar. Partner Doungporn Prasertsomsuk led the firm’s team in the transaction.

Clifford Chance has advised The Hong Kong Mortgage Corporation (HKMC), a wholly-owned company of the Hong Kong SAR Government through the Exchange Fund, on the issuance of its triple-currency, four-tranche social bond issuance equivalent to HK$23.8 billion (US$3b). The four-tranche issuance comprises: 1) HK$7 billion (US$900m) two-year; 2) HK$8 billion (US$1b) five-year; 3) Rmb2 billion (US$281m) seven-year; and 4) US$850 million three-year. The net proceeds of the notes issued will be mainly used to finance or refinance the loans under the Special 100 percent Loan Guarantee of the SME Financing Guarantee Scheme. This transaction has set new benchmarks in Hong Kong, significantly advancing the region’s bond market development. It marks the largest social bond issuance in Asia Pacific. The two HK$ tranches, totalling HK$15 billion (US$1.93b), represent the largest Hong Kong dollar denominated institutional bond, while the Rmb tranche is the first seven-year Renminbi denominated institutional bond. Partner Mark Chan led the firm’s team in the transaction.

Clifford Chance has also advised Barclays, Citigroup, Deutsche Bank, JP Morgan and Standard Chartered Bank, as underwriters and dealer managers, on the issuance by Vedanta Resources of US$900 million 10.875 percent guaranteed senior bonds due 2029, and concurrent tender offers for its 13.875 percent bonds due 2027 and 13.875percent bonds due 2028. Listed in Singapore, the bond is Vedanta’s first US dollar bond issuance since February 2021. Proceeds are intended to be used to repay Vedanta’s existing bonds, including those being tendered in the concurrent tender offer, and related transaction costs. Vedanta is a leading global natural resources and technology conglomerate operating worldwide in the zinc-lead-silver, iron ore, steel, copper, aluminium, nickel, power and oil & gas sectors. Hong Kong partner Alan Yeung led the firm’s team in the transaction.

Moreover, Clifford Chance has advised the joint global coordinators, joint lead managers and joint book-runners of Meituan’s two-tranche US$2.5 billion bond issuance. The joint global coordinators, joint lead managers and joint book-runners were Goldman Sachs (Asia), Merrill Lynch (Asia Pacific), Morgan Stanley & Co International and The Hongkong and Shanghai Banking Corporation. The joint lead managers and joint book-runners were UBS AG Hong Kong Branch, Barclays Bank and CLSA. Meituan, one of China’s leading platforms in local commerce, expects to use the net proceeds for refinancing of existing offshore indebtedness and other general corporate purposes. The Rule 144A/ Regulation S issuance comprises US$1.2 billion 4.50 percent senior notes due 2028 and US$1.3 billion 4.625 percent senior notes due 2029. Hong Kong partners Angela Chan and Alan Yeung led the firm’s team in the transaction.

JSA has advised Kedaara Capital Fund II and Sunbeam Lightweighting Solutions on the transaction involving the acquisition of 100 percent shareholding in Sunbeam by Craftsman Automation, and further primary investment by Craftsman Automation in Sunbeam. The transaction involved complex structuring, and was completed after obtaining the approval of the Competition Commission of India. Partner Siddharth Mody, supported by partners Anurag Shrivastav Vaibhav Choukse and Ela Bali, led the firm’s team in the transaction.

JSA has also advised Serene Productions, led by Mr Adar Poonawalla, on its proposed acquisition of 50 percent stake in Dharma Productions, through a combination of primary investment and secondary share purchase. Post transaction, Karan Johar and his affiliates will continue to hold 50 percent shareholding in Dharma Productions. Karan Johar will continue to remain the Executive Chairman of Dharma, and Apoorva Mehta will continue to remain the Chief Executive Officer of Dharma. Partner Iqbal Khan, supported by partner Devika Menon, led the firm’s team in the transaction, which was valued at Rs10 billion (US$119m). AZB & Partners, led by partners Nandish Vyas and Devika Nayak, advised Dharma Productions, Karan Yash Johar and Apoorva Mehta.

Moreover, JSA has advised EQT on its acquisition of IndoStar Home Finance, a wholly-owned subsidiary of listed IndoStar Capital Finance, for Rs17.5 billion (US$208m). IndoStar Home Finance is a fast-growing affordable housing finance company with Rs24 billion (US$285m) in assets under management, that has supported over 39,000 low income homeowners and small businesses. EQT also proposes to invest Rs5 billion (US$59.5m) in primary capital to support IndoStar Home’s continued growth, including by broadening its footprint across India and investing in digital capabilities. Partners Vikram Raghani and Anand Lakra, supported by partners Akshay Bhargav, Pratish Kumar, Sumitava Basu and Yajas Setlur, led the firm’s team in the transaction, which is subject to customary regulatory approvals.

Maples and Calder has acted as Cayman Islands counsel to Cayman Island-incorporated, Nasdaq and Hong Kong-listed Trip.com Group on its private offering of US$1.5 billion aggregate principal amount of 0.75 percent convertible senior notes, including US$200 million aggregate principal amounts of notes pursuant to the exercise by the initial purchasers of an option to purchase such additional notes. The notes may be converted, at the option of the holders, into cash, ADSs, or a combination of cash and ADSs, or class A ordinary shares in lieu of ADSs. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Latham & Watkins acted as US counsel to JP Morgan Securities and Goldman Sachs (Asia), as the initial purchasers, while Mayer Brown advised The Bank of New York Mellon, as the trustee of the notes.

Maples and Calder has also acted as Cayman counsel to China Everbright Greentech on its issuance of the first tranche of the 2024 green medium-term note in China, with an issue size of Rmb1 billion (US$140m) and a coupon interest rate of 2.34 percent per annum. The mandated lead underwriter and book-runner is Everbright Securities. Finance partner Lorraine Pao led the firm’s team in the transaction, while Grandall Law Firm Beijing acted as Chinese counsel.

Moreover, Maples and Calder has advised Korean private equity firm Hahn & Company on the formation of its fourth Korea-focused buyout fund, Hahn & Company IV. The fund has approximately US$3.4 billion in capital commitments, and is reported to be the largest single-country investment fund raised in Asia outside of China. Founded in 2010, Hahn & Co is Korea’s largest private equity firm specialising in buyouts and corporate restructurings in Korea, with over US$28 billion invested in over 35 transactions. Hong Kong partner Sharon Yap led the firm’s team in the transaction.

Rajah & Tann Singapore has acted for Spark61, a joint venture between Elevate Capital and a wholly-owned subsidiary of PGIM Real Estate, on its S$132 million (US$100m) acquisition of the entire issued share capital of UIC Land, the registered proprietor of the property at 61 Stamford Road, Singapore 178892, known as Stamford Court. Partners Favian Tan, Chou Ching and Jasselyn Seet led the firm’s team in the transaction.

Rajah & Tann Singapore has also acted for US Tiger Securities, as the underwriter, on the approximately US$5 million IPO and listing of HomesToLife, one of the leading home furniture retailers in Singapore, on the Nasdaq. Partners Howard Cheam and Tricia Teo led the firm’s team in the transaction.

TT&A has advised Merrill Lynch (Singapore), Citigroup Global Markets Singapore, The Hongkong and Shanghai Banking Corporation Singapore Branch, Standard Chartered Bank (Singapore), BNP Paribas and Mizuho Securities (Singapore), as the initial purchasers, on the issue and sale of US$800 million 6.67 percent Senior Secured Notes due 2029 by Biocon Biologics Global, a wholly-owned step down subsidiary of Biocon Biologics. The transaction represents the first US$ bond issuance by a biopharmaceutical company in Asia-Pacific, and the largest debut issuance from a high yield rated issuer from India in the past ten years. Partners Rahul Gulati and Priyanka Kumar led the firm’s team in the transaction, which is the debut overseas bond issuance by the Biocon group.

Trilegal has advised SBI Capital Markets, Jefferies India and ICICI Securities, as the placement agents, on the qualified institutions placement of equity shares aggregating to approximately US$500 million by Adani Enterprises, a part of the Adani group, which is among India’s top business houses with an integrated energy and infrastructure platform in India and a long track record of successfully executing large-scale projects. It is also one of India’s largest listed business incubators, driven by the philosophy of incubating businesses in four core industry sectors – energy and utility, transportation and logistics, consumer, and primary industry. The proceeds of the QIP are proposed to be used to fund capital expenditure requirements in relation to the energy ecosystem, upgrading the airport infrastructure, construction of a greenfield expressway, setting up of a PVC plant, and repayment of certain borrowings. Capital markets partner Richa Choudhary led the firm’s team in the transaction, which is the second QIP from the Adani Group this year, closely following the QIP by Adani Energy Solutions, where the firm also advised.

Trilegal has also represented the Resolution Professional of Lanco Amarkantak Power on securing approval from the NCLT Hyderabad for Adani Power’s resolution plan for the acquisition of Lanco Amarkantak Power for a total resolution amount of more than Rs40 billion (US$476m). Lanco Amarkantak Power runs a 2×300 MW (600 MW) thermal power plant in Chhattisgarh, and was admitted into corporate insolvency resolution process (CIRP) in September 2019, due to defaults in loans advanced towards the second phase of the plant. This was a unique process where resolution plans/ offers were submitted thrice over in the interest of value maximization, making it one of the longest run processes in the country since the IBC came into force. On March 26, 2024, the CCI had accorded its approval for the 100 percent acquisition of Lanco Amarkantak by Adani Power. On August 21, 2024, the NCLT Hyderabad approved Adani Power’s plan, thereby bringing the five-year long resolution process to an end. The fine print of the order is awaited. Partner Ramakant Rai, along with partners Ashish Bhan and Mohit Rohatgi, led the firm’s team in the matter.

Moreover, Trilegal has advised SiliConch Systems and its co-founders on the sale of 100 percent shares of SiliConch by its co-founders, investors and other shareholders to L&T Semiconductor Technologies (LTSCT). SiliConch is a fabless semiconductor design company which develops System-on-Chip IP, and has 30 granted patents across geographies. A wholly-owned subsidiary of Larsen & Toubro, LTSCT designs smart devices. The acquisition is expected to add IP, engineering skillsets and design expertise to strengthen L&T Group’s presence in fabless semiconductor business, and thus aligns with the overall growth strategy of LTSCT. Partner Abhishek Dubey led the firm’s team in the transaction.