Latest Deals from Law Firms and Legal Services Providers:30th October 2024

Allen & Gledhill has advised United Overseas Bank, as the appointed mandated lead arranger, underwriter and book-runner, original lender, green loan coordinator, facility agent and security agent, on the S$410 million (US$310m) green term loan facility to Oxley Beryl. The facility will be used to refinance existing facilities granted to Oxley Beryl, in respect of its acquisition of certain strata lots in the building known as CIMB Plaza in Singapore. Partner Kok Chee Wai led the firm’s team in the transaction.

Allen & Gledhill has also advised Nanshan Life and Nan Shan Life Insurance on Nanshan Life’s issue of US$700 million 5.45 percent Tier 2 subordinated dated capital bonds due 2034, which involved the incorporation of Nanshan Life as a special purpose vehicle in Singapore. The bonds are irrevocably and unconditionally guaranteed by Nan Shan Life Insurance. Partners Patricia Seet, Bernie Lee, Aaron Lee, Jo Tay, Sunit Chhabra and Alexander Yap led the firm’s team in the transaction.

Moreover, Allen & Gledhill has advised Zevero, a Singapore-headquartered climate technology startup, on the US$7 million series seed financing round led by Japanese venture capital firm Spiral Capital, together with other co-investors, including East Ventures. Zevero helps companies seamlessly track and analyse their carbon footprints, and comply with sustainability disclosures through its AI-enabled software, with an ultimate mission of making a zero-emission world possible. Partner Nicholas Soh led the firm’s team in the transaction.

AZB & Partners is advising the Heubach group, which includes a group of entities comprised within the Heubach group and the lenders controlling some of these entities, on the Rs11.8 billion (US$140m) acquisition of stake in Heubach Colorants India by Sudharshan Chemicals. Partners Nandish Vyas and Suharsh Sinha are leading the firm’s team in the transaction, which was signed on October 11, 2024 and is yet to be completed.

AZB & Partners is also advising Lendingkart Technologies, Lendingkart Finance and its founder, Harshvardhan Lunia, on the Rs2.5 billion (US$30m) acquisition of significant stake in Lendingkart by Fullerton Technologies. Partners Nandish Vyas and Suharsh Sinha are leading the firm’s team in the transaction, which was signed on October 18, 2024 and is yet to be completed.

Moreover, AZB & Partners has advised The Walt Disney Company, Star India and Star Televisions on the Rs374 billion (US$4.4b) acquisition of Disney Star India by Reliance Industries and Viacom18 Media, a joint venture between Reliance Industries and Bodhi Tree Systems. Partner Ram Kumar Poornachandran led the firm’s team in the transaction, which was approved by the CCI on August 27, 2024.

Clifford Chance has advised data centre provider Global Switch Holdings on its involvement in the AU$2.12 billion (US$1.4b) sale of Global Switch Australia by Global Switch Group to HMC Capital. Global Switch is a leading owner, operator and developer of large-scale, carrier and cloud neutral, multi-customer data centres in Europe and Asia Pacific. The sale of Global Switch Australia comprises two adjoining 26MW data centre sites in Sydney, representing the only large-scale data centre campus in the densely connected Sydney CBD, and one of the largest data centre campuses in Australia. The proceeds of the transaction will strengthen Global Switch’s balance sheet, as it looks to capitalise on growth opportunities in prime geographies, including the building of new data centres, redevelopment of existing sites, and integration of the latest cooling technologies. Partner David Clee led the firm’s team in the transaction, which is expected to close in 2025, subject to customary closing conditions and approvals.

Clifford Chance has also advised Standard Chartered Bank, as sole global coordinator, and China International Capital Corporation Hong Kong Securities, ING Bank Singapore Branch, MUFG Securities Asia, Natixis Hong Kong Branch and Standard Chartered Bank, as joint book-runners, on The Hong Kong Mortgage Corporation’s (HKMC) second infrastructure loan-backed securities issuance. HKMC is a company wholly-owned by the Hong Kong Government, through the Exchange Fund. This transaction is executed through a Hong Kong-incorporated orphan special purpose vehicle Bauhinia ILBS 2. The issued notes are listed in Hong Kong. The HKMC acts as the sponsor, collateral manager and risk retention holder of the transaction. This transaction has a portfolio of 28 project and infrastructure loans across 26 individual projects in 14 countries and 10 sub-sectors, with a total value of approximately US$423.3 million. In total, five classes of rated notes are issued (Class A1-SU, Class A1, Class B, Class C and Class D), all of which are investment grade rated, with aggregate principal of US$386.7 million. Within the capital structure, there is a US$107 million sustainability tranche (Class A1-SU) backed by sustainable, green and social assets. Class A1-SU is issued in accordance with the HKMC’s Social, Green and Sustainability Financing Framework, which aligns with the Green Bond Principles, Social Bond Principles and Sustainability Bond Guidelines released by the International Capital Market Association. Hong Kong partner Francis Edwards led the firm’s team in the transaction, while a separate team led by London partner Bruce Kahl advised DB Trustees (Hong Kong), as the trustee.

Moreover, Clifford Chance has advised Photon Energy Group on the proposed sale of two solar PV power plants and a hybrid solar and battery project in New South Wales, Australia to CleanPeak Energy. The portfolio includes the Leeton and Fivebough operating solar PV power plants with a combined capacity of 14.5MWp, and the Boggabri development-stage hybrid solar / battery project with a capacity of 8.2 MWp / 10.9 MWh. The Leeton and Fivebough solar farms, connected through 5 MW grid connections to the Essential Energy distribution network, were commissioned in 2021, and built using single-axis tracking and bi-facial solar modules to maximise energy yield throughout the day. Most of the electricity generated by these power plants is sold into the National Electricity Market, with a small proportion sold through a Power Purchase Agreement. The Boggabri development-stage project is ready-to-build, with development approval in-hand and a connection offer from Essential Energy. Sydney M&A director Reuben van Werkum led the firm’s team in the transaction.

Christopher & Lee Ong, member firm of Rajah & Tann Asia, has acted for Telekom Malaysia on a joint venture between its subsidiary, TM DC Educity, and Singtel’s subsidiary, Nxera My, to develop a data centre campus in Johor, Malaysia. Both joint venture partners have agreed to invest up to M$1.15 billion (US$262m) over the five-year deal. Partners Jack Chor and Justin Chua led the firm’s team in the transaction.

JSA has advised Ambit and JM Financial on the qualified institutions placement by Sundaram-Clayton (formerly known as Sundaram-Clayton DCD). Sundaram-Clayton filed the placement document on October 8, 2024 for an issue of more than 1.8 million  equity shares to qualified institutional buyers aggregating to approximately Rs4 billion (US$48m). Partner Arka Mookerjee, supported by partner Pracheta Brattacharya, led the firm’s team in the transaction.

Maples and Calder has advised Hong Kong-based investment manager Pantarei Asset Management on the launch of its inaugural funds, Pantarei Offshore Feeder, Pantarei Onshore Feeder and Pantarei Master Fund. Pantarei is an alternative asset manager that employs a multi-strategy approach across a broad range of financial instruments to capitalize on global market opportunities. Rob Toresco, Founder and CIO, and John Langford, Partner and COO, lifted their investment team and strategy out of Evo Capital Management Asia to found Pantarei in 2023. Asia funds and investment management practice head Ann Ng led the firm’s team in the transaction.

Maples and Calder has also advised Sunrise Capital KK, the Japan-dedicated private equity strategy of pan-Asia investment firm CITIC Securities CLSA Capital Partners, on the formation of its fifth fund, Sunrise Capital V, a fund that invests in established, mid-cap companies with strong growth potential in Japan. The fund was significantly oversubscribed, and closed within five months at a hard cap of US$500 million. Established in 2006, Sunrise Capital runs a Japan-dedicated private equity strategy, capitalising on growth opportunities in the mid-cap buyout sector. The firm has raised approximately US$2 billion to date, and completed investments in approximately 50 companies, including both standalone and follow-on investments. Partners Sharon Yap (Asia funds and investment management) and Lorraine Pao (finance) led the firm’s team in the transaction.

Rajah & Tann Singapore is advising Singapore-listed HG Metal Manufacturing, one of the largest steel distributors and processors in the region, on its S$19.75 million (US$15m) renounceable non-underwritten rights issue. The rights issue proceeds are to grow and expand its core businesses, as well as for strategic investments and/or acquisitions of synergistic businesses. Partners Danny Lim and Cynthia Wu are leading the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has advised Sona BLW Precision Forgings on its proposed acquisition, on a going concern basis through a slump sale, of the railway equipment division of Escorts Kubota. The deal was signed on October 23, 2024, and is valued at approximately Rs16 billion (US$190m), subject to post-closing adjustments. Partners Rudra Kumar Pandey, Amanjot Malhi and Rohan Jain, supported by partners Mrinal Kumar, Shrutikirti Kumar, Pooja Ramchandani, Harman Singh Sandhu, Atreyee Sarkar, Gouri Puri, Rajat Bose, Apoorva Murali, Radhika Dudhat, Saifur Rahman Faridi and VR Neelakantan, led the firm’s team in the transaction. DMD Advocates advised Escorts Kubota.

Shardul Amarchand Mangaldas & Co has also advised Hyundai Motor India and its Korean parent, Hyundai Motor, on the landmark IPO aggregating to approximately US$3.3 billion. The IPO is the largest in India, and the second largest globally this year. The equity shares were listed in India on October 22, 2024. The historic IPO has set off a new era, and intends to inspire other multinational corporations listing its Indian subsidiaries. This monumental transaction, Hyundai’s first listing of a unit outside of South Korea, reflects the automaker’s strong vision for the future, as it continues to drive innovation and boost market share in one of the fastest-growing auto markets worldwide. Kotak Mahindra Capital, Citigroup Global Markets India, HSBC Securities and Capital Markets (India), JP Morgan India and Morgan Stanley India were the book-running lead managers on the transaction. Capital markets national practice head Prashant Gupta and partners Nikhil Naredi and Priya Awasthi led the firm’s team in the transaction.

Moreover, Shardul Amarchand Mangaldas & Co has advised JC Flowers Asset Reconstruction on the initiation of corporate insolvency resolution process (CIRP) against Jaypee Healthcare, and also advised the committee of creditors of Jaypee Healthcare (CoC) during the CIRP of Jaypee Healthcare, including in the negotiation and implementation of a settlement proposal, which was approved by the CoC. The settlement proposal submitted by Lakshdeep Investments and Finance, a member of the consortium which emerged as the successful resolution applicant for Jaypee Infratech, the holding company of Jaypee Healthcare, led to 100 percent recovery of the admitted claims of approximately Rs10.35 billion (US$123m) by the financial creditors of Jaypee Healthcare. Upon receipt of such payments, the financial creditors released their invoked pledge over the shareholding of Jaypee Healthcare, which was subsequently transferred to Max Healthcare Institute, the strategic partner of Lakshdeep Investments and Finance. Partners Anoop Rawat and Saurav Panda, supported by partner Vaijayant Paliwal on the litigation aspects, led the firm’s team in the transaction, which was closed on October 3, 2024. Mr Bhuvan Madan, the Resolution Professional of Jaypee Healthcare, was advised by Cyril Amarchand Mangaldas. Max Healthcare Institute, which acted as the Strategic Partner to the Settlement Proposer, was advised by AZB & Partners.

Simpson Thacher has represented Tokyo Metro on its ¥348.6 billion (US$2.3b) IPO of shares, including an international offering to institutional investors outside Japan pursuant to Rule 144A and Regulation S under the Securities Act. All of the shares in the international offering were sold by the selling shareholders, the Minister of Finance of Japan and the Tokyo Metropolitan Government. Tokyo Metro is one of the largest passenger railway companies in Japan that operates a core part of the railway network in Tokyo, Japan, one of the largest economic centers of the world. The international joint lead managers for the international offering were Goldman Sachs International, Mizuho International, Nomura International and Merrill Lynch International. Partners Takahiro Saito ((Tokyo capital markets) and Jonathan Cantor (New York partner) led the firm’s team in the transaction, which is the largest IPO in Japan since 2018.

Skadden has advised WeRide, a global leader in Level 2 to Level 4 autonomous driving technology, on its Nasdaq listing on October 25, 2024. The IPO price was set at US$15.5 per American depositary share (ADS). If the underwriters fully exercise the granted option, the company will issue approximately 8.9 million ADSs. The total proceeds from the public offering, combined with the US$320 million concurrent private placement, are expected to amount to US$458.5 million, assuming the underwriters of the IPO fully exercise their option. China co-head Haiping Li and partner Yilin Xu, supported by partners Brian Breheny (SEC reporting and compliance), Brian Egan (national security), Brooks Allen (national security), Kevin Hardy (investment management), Sean Shimamoto (tax) and Ken Kumayama (intellectual property and technology), led the firm’s team in the transaction.

Trilegal has advised NCR Voyix and its Indian subsidiaries on facilitating the global sale of the digital banking business of NCR Voyix to Veritas Capital for US$2.45 billion in cash, plus future additional contingent consideration of up to US$100 million. Partners Kunal Chandra, Atul Gupta, Kanishka Maggon, Gautam Chawla, Sampath Kumar and Jyotsna Jayaram led the firm’s team in the transaction.

WongPartnership is representing Mr Pay Teow Heng, a former director of Tiong Seng Contractors, a leading civil and building construction company in Singapore, on contesting charges of having allegedly engaged in a conspiracy to corruptly give gratification in the form of monetary loans totalling S$350,000.00 (US$264.00) sometime in 2017 and 2018 to Mr Henry Foo, a deputy director at the Land Transport Authority, as an inducement with the intention of advancing the business interests of the company with the LTA. Mr Henry Foo is alleged to have obtained over S$1.2 million (US$906m) in loans from various counterparties over a period of about five years. The firm’s team secured an acquittal of Mr Pay at the first instance, and will continue their defence of Mr Pay in appeal proceedings. Partners Tan Chee Meng is leading the firm’s team in the matter.

WongPartnership is also acting for Diamond Land on its sale of a modern six-storey ramp-up logistics facility known as 2 Tuas South Link 1, Singapore 636904 for approximately S$140.3 million (US$106m) to a sub-trust of Frasers Logistics & Commercial Trust. Extensive drafting was required to the Sale and Purchase Agreement to cater for adjustment of the purchase price for vacant lettable space and new leases (if any) as of the completion date, as well as outstanding rent-free amounts. Partner Monica Yip is leading the firm’s team in the transaction.