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Latest Deals from Law Firms and Legal Services Providers: 31st January 2024

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Allen & Gledhill has acted as transaction counsel to the Housing and Development Board on the issue of S$800 million (US$596m) 2.977 percent green notes due 2029, under its S$32 billion (US$24b) multicurrency medium term note programme. The notes are an issuance of green bonds, proceeds of which are intended to be used to finance or refinance eligible green projects under the Project Category of Green Buildings, and for such other purposes, as set out in the Board’s Green Finance Framework. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised Oversea-Chinese Banking Corporation, as the sole lead manager and book-runner, on the issue of S$450 million (US$335.4m) 4.05 percent perpetual capital securities first callable in 2029, under its US$30 billion global medium term note programme. Partner Glenn David Foo led the firm’s team in the transaction.

Moreover, Allen & Gledhill has advised STT GDC on the issue of S$450 million (US$335.4m) 5.7 percent sustainability-linked perpetual (SLP) securities, under its US$1.5 billion multicurrency debt issuance programme. Partners Margaret Chin, Delwin Singh and Sunit Chhabra led the firm’s team in the transaction, which is the first public benchmark SLP in Asia, the first Singapore dollar-denominated SLP, and the first public perpetual securities issued by a pure play data centre.

Cyril Amarchand Mangaldas has advised JSW Paints on the Rs7.5 billion (US$90m) strategic investment by JSW Steel into JSW Paints. JSW Paints issued equity shares aggregating to 12.84 percent (11.85 percent on a fully diluted basis) of JSW Paints equity share capital to JSW Steel. Corporate partner Gautam Gandotra led the firm’s team in the transaction, which closed on November 22, 2023.

Cyril Amarchand Mangaldas has also advised Premji Invest, the private equity and venture capital investment arm of Azim Premji, on its proposed 100 percent exit from Fabindia subsidiary Organic India, a company engaged in the business of organic foods, health supplements and Ayurvedic products. Partners Ravindra Bandhakavi (private equity head) and Anandita Kaushik led the firm’s team in the transaction, which was signed on January 12, 2024.

JSA has advised A91 Partners on its investment in Akshayakalpa Farms and Foods, a company which manufactures and sells organic milk and milk products. The transaction consisted of a Series C primary investment and a secondary share acquisition. The Series C investment round was led by A91 Partners, with the participation of existing investors British International Investment and Rainmatter Climate Investments. A91 Partners further acquired shares from Lok Capital Growth Fund and several angel investors. Founded in 2010 by GNS Reddy and Shashi Kumar, Akshayakalpa emerged with a vision to foster a healthier and more sustainable food ecosystem. Starting as a modest startup with only three farmers, the organization currently boasts of a network of almost 600 farmers and caters to over 60,000 consumers daily in Bengaluru, Hyderabad and Chennai through its digital platform. Initially established as a direct-to-consumer brand, Akshayakalpa has significantly expanded, and now offers its products through a broad network of approximately 2,000 retail outlets and major e-commerce and quick commerce platforms, in addition to its digital platform. Partners Probir Roy Chowdhury and Yajas Setlur led the firm’s team in the transaction.

JSA has also advised British International Investment, the United Kingdom’s development finance institution and impact investor, on a financing via non-convertible debentures up to Rs1.2 billion (US$14.4m) issued by Sewa Grih Rin (Sitara), an affordable housing finance company. The primary goal of this financing is to enable Sitara to provide home loans to women from the informal sector to promote financial inclusion and women’s economic empowerment. Partners Aashit Shah and Tirthankar Datta led the firm’s team in the transaction.

Mayer Brown has represented Shriram Finance, one of India’s largest retail non-banking financial corporations, on its successful Rule 144A / Regulation S offering of US$750 million 6.625 percent Senior Secured Notes due 2027, under its US$3.5 billion Global Medium Term Note Program (GMTN). The firm also advised Shriram Finance on its annual GMTN program update. Corporate and securities partner Thomas Kollar, supported by partner Phillip Hyde, led the firm’s team in the transaction.

Mayer Brown has also represented Mongolian Mortgage Corporation and MIK Holding on their exchange offer for 8.85 percent Senior Notes due 2024 and the concurrent new issuance of US$225 million 11.5 percent Senior Notes due 2027. The firm also acted on the 2024 notes issuance. Corporate and securities partners Jason Elder (New York) and Thomas Kollar (Hong Kong) led the firm’s team in the transaction.

Shardul Amarchand Mangaldas has advised ICICI Securities, Goldman Sachs (India) Securities and SBICAP Securities, as the brokers, on the offer for sale, via the stock exchanges, by India’s Ministry of Power of NHPC. The deal is valued at approximately US$293.12 million. The sellers filed the notice for the offer for sale with the Indian stock exchanges on January 17, 2024. The offer involved a sale of up to approximately 351.6 million equity shares of NHPC, representing 3.5 percent of NHPC’s total paid up equity share capital, as of December 31, 2023. AZB & Partners and Hogan Lovells Lee & Lee advised the Ministry of Power on the Indian and international aspects, respectively. Linklaters Singapore advised Goldman Sachs (India) Securities on the international aspect.

Skadden has advised the underwriters, led by JP Morgan Securities, BofA Securities, Goldman Sachs & Co and SMBC Nikko Securities America, on a US$1.04 billion offering of 5.875 percent step-up callable perpetual subordinated notes due in January 2034 by Sumitomo Life Insurance. The notes were listed in Singapore. Corporate partner Kenji Taneda led the firm’s team in the transaction.

Trilegal has acted as the sole counsel for the public issue by Muthoot Finance of secured, rated, listed, redeemable, non-convertible debentures with face value of Rs1,000 (US$12.00) each for Rs1 billion (US$12m), with an option to retain oversubscription up to Rs9 billion (US$108m), aggregating to Rs10 billion (US$120m), which is within the shelf limit of Rs26 billion (US$3.23b). Muthoot Finance is the largest gold loan non-banking financial corporation in India, in terms of loan portfolio. In addition to financing gold transactions, the company offers micro-finance, housing finance, vehicle and equipment finance, and insurance broking services. Partners Richa Choudhary (capital markets) and Joseph Jimmy (banking & finance) led the firm’s team in the transaction.

Trilegal has also advised Duro Capital on its acquisition, via a combination of primary investment and secondary purchase, of a minority stake in SK Finance. Corporate partner Pranav Atit, supported by partners Komal Dani (tax) and Gautam Chawla (competition), led the firm’s team in the transaction.

Moreover, Trilegal has represented Delhi International Airport (DIA), the developer and operator of Indira Gandhi International Airport New Delhi, (IGIA), before the Delhi High Court on its challenge to the Ministry of Civil Aviation’s (MoCA) decision to commence regular commercial flights from Hindon Airforce Station. The High Court has directed the MoCA and the Airports Authority of India (AAI) to file their responses and posted the matter for final hearing. Under a Memorandum of Understanding signed among DIA, MoCA and AAI, DIA had consented to the use of Hindon Airforce Station for operation of flights under India’s Regional Connectivity Scheme due to shortage of slots for such flights, only as an interim and stopgap arrangement until the ongoing upgrade and expansion works at IGIA are completed. Post the completion of these works, these flights were to revert to IGIA. As per MoCA’s policies, no greenfield airport is permitted to be set up within 150 kms of an existing airport, unless such existing airport reaches its saturation capacity, or a new focal point of traffic emerges with sufficient viability. It is DIA’s stand that Hindon Airforce Station falls within 150 kms of IGIA, which is far from reaching its saturation capacity, and is already serving the catchment area of Hindon. MoCA’s decision to unilaterally cancel the MoU and permit AAI to commence regular commercial operations at Hindon Airforce Station is contrary to the assurances made by it under its policies, based on which the GMR-led consortium bid for IGIA. Setting up a competing airport at Hindon Airforce Station and the diversion of traffic for the same catchment area will impact the viability of IGIA. Disputes partner Milanka Chaudhury led the firm’s team in the matter.

WongPartnership is acting as Singapore counsel to Terraform Labs on its restructuring under Chapter 11 of the Bankruptcy Code in the United States. Partners Smitha MenonLing Pei Lih and Clayton Chong are leading the firm’s team in the matter.

WongPartnership is also acting for Frasers Property on the proposed sale of its stake in retail mall NEX to Frasers Centrepoint Asset Management, the manager of Frasers Centrepoint Trust (FCT), for a total acquisition price of approximately S$321.3 million (US$239.5m). Upon completion of the sale, FCT will hold an effective 50 percent interest in NEX. Partners Andrew Ang and Soong Wen E are leading the firm’s team in transaction, together with partners Monica Yip and Jerry Tan.

Latest Deals from Law Firms and Legal Services Providers: 24th January 2024

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Allen & Gledhill has acted as transaction counsel to Wavemaker Pacific 4 on leading a US$3.75 million seed round investment in Meatiply, a Singapore-based food research company that develops and produces meat alternatives through cell cultivation. Partner Nicholas Soh led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to United Overseas Bank, Malayan Banking Singapore Branch, Hong Leong Finance and Bank of China Singapore Branch on the S$932 million (US$695m) conventional loan and Islamic Murabahah facilities to Chuan Park Development. The facilities were used to, among others, partially finance the acquisition via collective sale of the Chuan Park condominium, and the development and construction of a residential development on the site. Partners Aloysius Ng and Lyn Wee led the firm’s team in the transaction.

Moreover, Allen & Gledhill has acted as transaction counsel to United Overseas Bank and Shanghai Pudong Development Bank Singapore Branch on the S$580 million (US$433m) term loan facilities to Kingsford Marina Development. The loan facilities were used to, among others, partially finance the acquisition of a 99-year leasehold site at Marina Gardens Lane, and the construction of a condominium development on the property. Partners Aloysius Ng and Lyn Wee also led the firm’s team in the transaction.

AZB & Partners is advising BlackRock on its Rs1 trillion (US$12b) acquisition of Global Infrastructure Management (GIM). The acquisition includes Global Infrastructure Partners, GIM’s Indian wholly-owned indirect subsidiary, and the management of two India Infrastructure focused fund, namely Infrastructure Fund and Infrastructure Fund II, and companies held by the funds, which include Hanjer Biotech Energies, Ascend Telecom Infrastructure, ONGC Tripura Power, and Pristine Logistics and Infraprojects. Partners Zia Mody, Ashwath Rau, Atreya Bhattacharya, Rushabh Maniar, Anuja Tiwari, Mallika Anand and Bharat Budholia are leading the firm’s team in the transaction, which was signed on January 12, 2024 and is yet to be completed.

AZB & Partners has also advised TPG ASIA SF V on its Rs1.9 billion (US$23m) sale of equity stake in Shriram Properties. Partners Varoon Chandra and Lionel D’Almeida led the firm’s team in the transaction, which was completed on December 6, 2023.

Moreover, AZB & Partners has advised FIH Mauritius Investments on its US$250 million acquisition of 10 percent equity stake in Bangalore International Airport from Siemens Project Ventures. Partners Darshika Kothari and Divya Mundra led the firm’s team in the transaction, which was completed on December 12, 2023.

Baker McKenzie has advised Luk Fook Holdings (International) on the acquisition by its wholly-owned subsidiary of 50.43 percent total issued shares in Hong Kong Resources Holdings, and the subsequent unconditional mandatory cash offers to acquire all the issued shares in Hong Kong Resources, and cancel all outstanding options of Hong Kong Resources for approximately HK$200.7 million (US$26m). Hong Kong Resources principally engages in the retail sales and franchising operations for gold and jewellery products (including the “3DG Jewellery” brand) in Hong Kong and Mainland China, as well as in the wholesaling and contracting operations of gold and jewellery products in Mainland China. The transaction enables Luk Fook to optimize its business structure and consolidate its control of the “3DG Jewellery” brand and business, while enabling Hong Kong Resources to benefit from the financial strength and expertise of Luk Fook in the jewellery market. Capital markets partner Christina Lee led the firm’s team in the transaction.

Allen & Gledhill has acted as transaction counsel to Wavemaker Pacific 4 on leading a US$3.75 million seed round investment in Meatiply, a Singapore-based food research company that develops and produces meat alternatives through cell cultivation. Partner Nicholas Soh led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to United Overseas Bank, Malayan Banking Singapore Branch, Hong Leong Finance and Bank of China Singapore Branch on the S$932 million (US$695m) conventional loan and Islamic Murabahah facilities to Chuan Park Development. The facilities were used to, among others, partially finance the acquisition via collective sale of the Chuan Park condominium, and the development and construction of a residential development on the site. Partners Aloysius Ng and Lyn Wee led the firm’s team in the transaction.

Moreover, Allen & Gledhill has acted as transaction counsel to United Overseas Bank and Shanghai Pudong Development Bank Singapore Branch on the S$580 million (US$433m) term loan facilities to Kingsford Marina Development. The loan facilities were used to, among others, partially finance the acquisition of a 99-year leasehold site at Marina Gardens Lane, and the construction of a condominium development on the property. Partners Aloysius Ng and Lyn Wee also led the firm’s team in the transaction.

AZB & Partners is advising BlackRock on its Rs1 trillion (US$12b) acquisition of Global Infrastructure Management (GIM). The acquisition includes Global Infrastructure Partners, GIM’s Indian wholly-owned indirect subsidiary, and the management of two India Infrastructure focused fund, namely Infrastructure Fund and Infrastructure Fund II, and companies held by the funds, which include Hanjer Biotech Energies, Ascend Telecom Infrastructure, ONGC Tripura Power, and Pristine Logistics and Infraprojects. Partners Zia Mody, Ashwath Rau, Atreya Bhattacharya, Rushabh Maniar, Anuja Tiwari, Mallika Anand and Bharat Budholia are leading the firm’s team in the transaction, which was signed on January 12, 2024 and is yet to be completed.

AZB & Partners has also advised TPG ASIA SF V on its Rs1.9 billion (US$23m) sale of equity stake in Shriram Properties. Partners Varoon Chandra and Lionel D’Almeida led the firm’s team in the transaction, which was completed on December 6, 2023.

Moreover, AZB & Partners has advised FIH Mauritius Investments on its US$250 million acquisition of 10 percent equity stake in Bangalore International Airport from Siemens Project Ventures. Partners Darshika Kothari and Divya Mundra led the firm’s team in the transaction, which was completed on December 12, 2023.

Baker McKenzie has advised Luk Fook Holdings (International) on the acquisition by its wholly-owned subsidiary of 50.43 percent total issued shares in Hong Kong Resources Holdings, and the subsequent unconditional mandatory cash offers to acquire all the issued shares in Hong Kong Resources, and cancel all outstanding options of Hong Kong Resources for approximately HK$200.7 million (US$26m). Hong Kong Resources principally engages in the retail sales and franchising operations for gold and jewellery products (including the “3DG Jewellery” brand) in Hong Kong and Mainland China, as well as in the wholesaling and contracting operations of gold and jewellery products in Mainland China. The transaction enables Luk Fook to optimize its business structure and consolidate its control of the “3DG Jewellery” brand and business, while enabling Hong Kong Resources to benefit from the financial strength and expertise of Luk Fook in the jewellery market. Capital markets partner Christina Lee led the firm’s team in the transaction.

JSA has also advised Shyam Metalics and Energy (SME) on its qualified institutions placement for an issue of approximately 24 million equity shares to qualified institutional buyers aggregating to approximately Rs13.85 billion (US$167m). ICICI Securities was the placement agent to the QIP. SME filed the placement document on January 5, 2024. SME is a leading integrated steel and ferro alloys producer, in terms of long steel products, in the eastern region of India, and among the largest producers of ferro alloys, aluminium foils and pellets in India. Partner Arka Mookerjee, supported by partner Pracheta Bhattacharya, led the firm’s team in the transaction.

Shardul Amarchand Mangaldas has advised Tanjung Buai Ventures, a special purpose vehicle of Malaysia’s sovereign wealth fund Khazanah Nasional, on its primary investment and secondary acquisition of stakes in Wow Momo Foods. The primary investment was made via subscription to compulsorily convertible preference shares (Series D3 CCPS), and the secondary purchase was made from the company founders, namely Sagar Jagdish Daryani, Binod Kumar Homagai and Shah Miftaur Rahman, and certain other shareholders (India 2020 Fund II and William Bissell). This deal will strengthen investment in India’s food and beverage industry, and further augment and expand Wow! Momo’s presence in India. Partners Iqbal Khan and Pooja Singhania, supported by partners Gauri Chhabra, Kanika Goenka and Mukul Baveja, led the firm’s team in the transaction.

S&R Associates has represented Kotak Mahindra, Axis Capital and Avendus Capital, as the placement agents, on the Rs22.63 billion (US$272m) initial offer of units, via private placement, by Sustainable Energy Infra Trust, India’s largest renewable energy listed infrastructure investment trust (InvIT), co-sponsored by the Mahindra Group and Ontario Teachers’ Pension Plan Board. Partners Swapneil Akut and Pratichi Mishra led the firm’s team in the transaction.

Trilegal is advising Tata Consumer Products on its approximately Rs19 billion (US$228m) acquisition of up to 100 percent of Organic India, a subsidiary of Fabindia. Corporate partners Harsh Maggon and Pranav Atit, supported by partners Kirti Balasubramanian (intellectual property), Rahul Arora (real estate), Atul Gupta (labour and employment) and Nikhil Narendran (TMT), are leading the firm’s team in the transaction, which was signed on January 12, 2024 and is yet to be completed. AZB & Partners, led by partners Anil Kasturi and Anisha Shridhar, advised FabIndia and Organic India.

Trilegal has also advised Asian Infrastructure Investment Bank (AIIB) on its investment into Sustainable Energy Infra Trust (SEIT), a renewable energy infrastructure investment trust (InvIT) backed by OTPP and Mahindra group. AIIB is the anchor investor in the InvIT, which was set up to house eight renewable energy assets developed by the Mahindra group. The placement memorandum for the private placement of units was filed by SEIT with SEBI on December 27, 2023, while the offer was opened on January 4, 2024 and closed on January 10, 2024. Partners Vaibhav Kothari (corporate) and Nayantara Nag (projects), supported by partners Riyaz Bhagat (projects), Richa Choudhary (capital markets), Sneha Vardhan (corporate), Tine Abraham (disputes resolution), Gautam Chawla (competition), Kannan Rahul (banking & finance) and Himanshu Sinha (taxation), led the firm’s team in the transaction.

Moreover, Trilegal has advised Highways Infrastructure Trust on its acquisition of 100 percent stake in 12 road assets (eleven hybrid annuity model assets and one build operate transfer asset) from PNC Infratech and PNC Infra Holdings. With an aggregate enterprise value of approximately Rs90 billion (US$1b), including earnouts and subject to adjustments, the transaction is one of the largest acquisitions in the Indian highways sector. Partners Neeraj Menon (projects), Amar Narula (projects) and Sneha Vardhan (corporate), supported by partners Apeksha Mattoo (labour & employment), Nisha Kaur Uberoi (competition national head) and Rudresh Singh (competition), led the firm’s team in the transaction.

TT&A has advised Asian Development Bank on its subscription to unlisted, secured, unrated, redeemable, transferable and interest bearing non-convertible debentures for an amount not exceeding Rs1.5 billion (US$18m) to be issued by Cygnus Medicare on a private placement basis to expand access to affordable and quality health care in northern India. The financing will support Cygnus’s plans to establish up to six new hospitals in tier-2 and tier-3 cities, and strengthen and upgrade its existing hospitals by adding specialty departments. Partners Gautam Saha, Pallavi Meena and Pragya Sood led the firm’s team in the transaction.

TT&A has also advised Asian Development Bank on the execution of documents for subscription to unlisted, secured, unrated, redeemable, transferable and interest bearing non-convertible debentures for an amount not exceeding Rs1.5 billion (US$18m) to be issued by Cygnus Medicare on a private placement basis to expand access to affordable and quality health care in northern India. The financing will support Cygnus’s plans to establish up to six new hospitals in tier-2 and tier-3 cities, and strengthen and upgrade its existing hospitals by adding specialty departments. Partners Gautam Saha, Pallavi Meena and Pragya Sood also led the firm’s team in the transaction.

WongPartnership is acting for the general partner and investment manager of Titan Dining, a private equity fund investing in Asia, on its extension of fund duration and increase in fund size to S$450 million (US$336m), with the support from Jollibee Worldwide, which is part of the Jollibee Group from the Philippines and the anchor investor. Partner Low Kah Keong is leading the firm’s team in the transaction.

Latest Deals from Law Firms and Legal Services Providers: 10th January 2024

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Allen & Gledhill has advised Wavemaker Pacific 4 on leading the US$1.1 million series pre-seed round investment in HR Tech Solutions (GetJobsPH). GetJobsPH is a Singapore-headquartered information technology start-up which provides information technology products and services, including research, software development, production, management and operation of software and hardware technology and other information technology applications. Partner Nicholas Soh led the firm’s team in the transaction.

Allen & Gledhill has also advised Natixis Corporate & Investment Banking, AmInvestment Bank and AmBank Islamic, United Overseas Bank, ING Bank Singapore Branch, Affin Bank and CIMB Islamic Bank and CIMB Investment Bank, as the lenders, on the US$500 million conventional loan and Islamic financing facilities to Yinson Production Offshore. Natixis, AmInvestment, Affin, CIMB, ING and UOB were appointed coordinators, mandated lead arrangers and book-runners. The proceeds of the facilities will be used for refinancing certain existing debt and general corporate purposes. A portion of the facilities are specifically designated for green initiatives, in support of Yinson’s continuous efforts in innovating and introducing cutting-edge technologies to reduce emissions and be the frontrunner in decarbonising the FPSO industry towards the goal of net zero. Partner Aloysius Ng led the firm’s team in the transaction.

Moreover, Allen & Gledhill has advised Energy Market Authority of Singapore (EMA) on the establishment of a S$2 billion (US$1.5b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners has advised Warburg Pincus and its affiliates, including Warburg Pincus Singapore, on their Rs83.03 billion (US$1b) acquisition in Everise Group. The acquisition includes BCP V Everise Topco, Everise Holdings and its group companies, which include Everise (India) BPO Services. Partners Ashwath Rau and John Adwet Raghav led the firm’s team in the transaction, which was completed on December 21, 2023.

AZB & Partners has also advised Computer Programs and Systems on its Rs2.9 billion (US$35m) acquisition of 100 percent of the share capital of Viewgol. Partners Ashwath Rau and Atreya Bhattacharya led the firm’s team in the transaction, which was completed on October 16, 2023.

Clifford Chance has advised Light Detection and Ranging (LiDAR) and perception solutions company RoboSense Technology on its IPO and listing in Hong Kong. RoboSense is the first listing in Hong Kong in 2024. LiDAR is a remote sensing technology that uses light to measure distance or range of objects, and is a key technology in the advancement of automotive and robotic markets. Shenzhen-headquartered RoboSense is a global leader in LiDAR hardware, software and full-stack solutions, providing innovative technological solutions that combines chip-driven LiDAR hardware and AI perception software for the development and commercialisation of autonomous driving and robotics. Partners Christine Xu and Fang Liu led the firm’s team in the transaction.

Clifford Chance has also advised China Baowu Steel Group, the world’s largest steel producer, on the global merger control filings for its acquisition of equity interest in Shandong Iron & Steel Group. China Baowu Steel Group, a state-owned iron and steel company headquartered in Shanghai, is the largest iron and steel company globally. SD Steel is a state-owned enterprise headquartered in Jinan, Shandong Province, and majority owned by the State-owned Assets Supervision and Administration Commission of Shandong Provincial People’s Government. It mainly manufactures and distributes steel products. Partner Yong Bai, supported by partners Marc Besen and Dimitri Slobodenjuk, led the firm’s team in the transaction.

Dentons Hong Kong has acted as English, Hong Kong and US counsel to SunRiver International Securities Group and other members of the underwriter syndicate for the underwriting of the dim sun bonds offering by Luzhou Aviation Development Investment Group in a global offering under Regulation S of English law governed Rmb610 million (US$85.2m) 4.8 percent bonds due 2027, backed by letter of credit issued by Bank of Tianjin. The underwriter syndicate of this offering includes CNCB (Hong Kong) Capital, SunRiver International Securities Group, TFI Securities and Futures, CLSA, China Zheshang Bank (Hong Kong Branch), Industrial Bank Hong Kong Branch, China Industrial Securities International Brokerage, Shenwan Hongyuan Securities (HK), Guoyuan Securities Brokerage (Hong Kong), Shanghai Pudong Development Bank Hong Kong Branch and China Galaxy International Securities (Hong Kong). Luzhou Aviation Development Investment Group is a state-owned enterprise engaged in the investment, development and operation of the aviation and aerospace industry in Luzhou City, principally to undertake the construction, financing and operation of the public infrastructure and the construction and sales of commercial housing in the Luzhou Aerospace Industrial Park, as well as the operation of the Luzhou Yunlong Airport, the first and largest airport in the southern Sichuan region. Capital market partner Gordon Ng led the firm’s team in the transaction.

Saraf and Partners has advised Maruti Suzuki India (MSI) on the 100 percent acquisition of Suzuki Motor Gujarat (SMG), a wholly-owned subsidiary of Suzuki Motor Corporation Japan (SMC), for approximately US$1.5 billion, via preferential issuance of equity shares of MSI to SMC. With the growth of the Indian car market and export potential, MSI has been making constant efforts to increase its production capacity. The transaction is of crucial importance for these efforts to succeed and consolidate its vehicle production. Senior partner Vaibhav Kakkar and partner Snigdhaneel Satpathy led the firm’s team in the transaction, which is one of the most significant and high value transactions in the automobile sector in India.

Shardul Amarchand Mangaldas has advised the erstwhile Committee of Creditors of Srei Infrastructure Finance (SIF) and Srei Equipment Finance (SEF) and its lender members on the implementation of the resolution plan of the National Asset Reconstruction Company, under the Insolvency and Bankruptcy Code 2016. The total value of the approved resolution plan was Rs148.7 billion (US$1.8b). Partners Anoop Rawat, Saurav Panda and Rohan Jain led the firm’s team in the transaction, which was signed on December 8, 2023. AZB & Partners advised Mr Rajneesh Sharma, the RBI appointed erstwhile Administrator of SIF and SEF, while Cyril Amarchand Mangaldas advised the National Asset Reconstruction Company.

Shardul Amarchand Mangaldas has also advised GMR Airports and GMR Visakhapatnam International Airport (GVIA) on the investment by the National Investment and Infrastructure Fund in GVIA, an airport concession entity which develops, operates and maintains a greenfield international airport at Bhogapuram, Vizianagaram on a design, build, finance, operate and transfer (DBFOT) basis. Partners Jatin Aneja (projects and infrastructure national head), Kushal Sinha and Dhrupad Pant, supported by partner V R Neelakantan, led the firm’s team in the transaction, which was valued at approximately at Rs6.75 billion (US$81m) and was signed on December 21, 2023. Talwar Thakore & Associates (TT&A) advised the National Investment and Infrastructure Fund.

Moreover, Shardul Amarchand Mangaldas has advised Jindal Stainless on its acquisition of Rabirun Vinimay of the BRG Group. Jindal Stainless emerged as the successful bidder for the auction as a going concern, under Regulation 32A of the Insolvency and Bankruptcy Board of India (Liquidation Process) Regulations 2016, via a Swiss Challenge auction process. The acquisition plan has been approved by NCLT. Partners Anoop Rawat and Saurav Panda led the firm’s team in the transaction. Khaitan & Co advised CA Kannan Tiruvengadam, as the liquidator for the deal.

S&R Associates has represented IRB Infrastructure Trust, an infrastructure investment trust sponsored by IRB Infrastructure Developers, on a Rs1.16 billion (US$14m) investment in Samakhiyali Tollway, the concessionaire for a toll-road project in the state of Gujarat. Partner Pratichi Mishra led the firm’s team in the transaction.

TT&A has advised the Asian Development Banks, as manager of ADB Ventures Investment Fund 1, on the acquisition, via a primary infusion, of a minority stake in Revfin Services. Partners Dushyant Bagga and Harshit Chandra led the firm’s team in the transaction.

TT&A has also advised the investor and debenture trustee on the issuance of senior, taxable, redeemable, listed and rated non-convertible debentures aggregating to Rs3.2 billion (US$38.5m) by Data Infrastructure Trust, an infrastructure investment trust under the SEBI (Infrastructure Investment Trusts) Regulations 2014. Partners Rituparno Bhattacharya and Nikhil Bahl led the firm’s team in the transaction, which is the first listed bond issuance by this InvIT.

Latest Deals from Law Firms and Legal Services Providers: 3rd January 2024

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AZB & Partners has advised Kohlberg Kravis Roberts & Co and investment funds, vehicles and/or entities managed and/or advised by it or its affiliates on the Rs5.14 billion (US$62m) acquisition by Ontario Teachers Pension Plan and other minority investors of Highways Infrastructure Trust, an InvIT floated and sponsored by KKR. Partners Ashwath Rau and Atreya Bhattacharya led the firm’s team in the transaction, which was completed on October 13, 2023.

AZB & Partners has also advised Great Terrain Investment, an affiliate of Warburg Pincus, on its Rs27 billion (US$324m) sale of equity stake of Computer Age Management Services. Partners Vaidhyanadhan Iyer and Jeet Chaudhuri led the firm’s team in the transaction, which was completed on December 4, 2023.

Moreover, AZB & Partners has advised Cloverdell Investment and Dayside Investment on their Rs10 billion (US$120m) sale of equity stake in IDFC First Bank. Partners Vaidhyanadhan Iyer and Jeet Chaudhuri led the firm’s team in the transaction, which was completed on December 7, 2023.

Baker McKenzie has advised the sole sponsor and sole overall coordinator and underwriters on the global offering and listing of BaTeLab in Hong Kong. The company’s H shares commenced trading on December 28, 2023. BaTeLab focuses on the design of all major categories of analog IC and mixed-signal IC products and systematic solutions. BaTeLab offers approximately 400 types of diversified industrial-grade analog IC-patterned wafer products across seven sub-categories in the power management category and the signal chain category. China International Capital Corporation Hong Kong Securities acted as the sole sponsor and the sole overall coordinator. China International Capital Corporation Hong Kong Securities, China Galaxy International Securities (Hong Kong), CMB International Capital, GF Securities (Hong Kong) Brokerage and Guotai Junan Securities (Hong Kong) acted as the joint global coordinators. China International Capital Corporation Hong Kong Securities, China Galaxy International Securities (Hong Kong), CMB International Capital, GF Securities (Hong Kong) Brokerage, Guotai Junan Securities (Hong Kong), ABCI Capital, ICBC International Securities and Soochow Securities International Brokerage acted as the joint book-runners. Beijing capital markets partner Wang Hang, supported by partner Sheng Chen and Fenxun partners Yolanda Zheng and Michael Lian, led the firm’s team in the transaction. FenXun is Baker McKenzie’s joint operation platform partner in China.

Davis Polk has advised HighTide Therapeutics on its IPO and listing in Hong Kong and Rule 144A and Regulation S international offering, raising proceeds of approximately HK$194.1 million (US$25m). Established in 2011, HighTide is a leading biopharmaceutical company specializing in the discovery, development and commercialization of multifunctional, multi-targeted therapies for the treatment of metabolic and digestive diseases. Partners Xuelin (Steve) Wang and Yang Chu led the firm’s team in the transaction.

Shardul Amarchand Mangaldas has advised JM Financial, as the book-running lead manager, on the qualified institutional placement by Arman Financial Services of approximately US$27.61 million. The issuer filed the placement document with the Indian stock exchanges on December 22, 2023. Capital markets national head partner Prashant Gupta and partner Sayantan Dutta led the firm’s team in the transaction, while Hogan Lovells Lee & Lee advised on the international aspect of the selling and transfer restrictions.

Shardul Amarchand Mangaldas has also advised JK Tyre & Industries on its qualified institutions placement of approximately US$61 million. The issuer filed the preliminary placement document and the placement document with the Indian stock exchanges on December 19 and 22, 2023. JK Tyre is one of the leading tyre manufacturers in India with a wide range of products catering to diverse business segments. Capital markets national head partner Prashant Gupta and partner Sayantan Dutta also led the firm’s team in the transaction. Hogan Lovells Lee & Lee advised Emkay Global Financial Services, as the lead manager, on the international legal aspect of the selling and transfer restrictions.

Trilegal has advised Arman Financial Services on its qualified institutions placement of equity shares, aggregating to Rs2.3 billion (US$27.6m). This was the company’s first QIP, and is among the few QIPs by NBFCs in 2023. The proceeds from the issue are proposed to be used towards augmenting the company’s capital adequacy ratio, as laid down by the RBI, and for general corporate purposes. Arman Financial Services specializes in offering financial services that include microfinance and loans to MSMEs, as well as facilitating two-wheeler finance. Partner Richa Choudhary led the firm’s team in the transaction.

Latest Deals from Law Firms and Legal Services Providers: 20th December 2023

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AZB & Partners is advising Crosslay Remedies, a subsidiary of Max Healthcare, on its approximately Rs9.4 billion (US$113m) acquisition of Starlit Medical Centre from Star Landcraft and Ace Infracity Developers. Partners Niladri Maulik and Siddharth Khanna are leading the firm’s team in the transaction, which was signed on December 8, 2023 and is yet to be completed.

AZB & Partners is also advising Guidehouse Holding Corporation on the approximately Rs441.73 billion (US$5.3b) acquisition by Bain Capital of Guidehouse Holding Corporation and its Indian subsidiary, Guidehouse India, from Veritas Capital Fund Management. Partners Ashwath Rau and John Adwet Raghav are leading the firm’s team in the transaction, which was signed on November 6, 2023 and is yet to be completed.

Moreover, AZB & Partners has advised Warburg Pincus affiliate Sweet Clover Investment on the more than US$50 million acquisition by CEVA Corporate Services of 96 percent of the shareholding of Stellar Value Chain Solutions from Sweet Clover Investment and Mr Anshuman Sing, the promoter of Stellar Value Chain Solutions. Partners Anil Kasturi and Anisha Shridhar led the firm’s team in the transaction, which was completed on November 20, 2023.

Clifford Chance has advised leading hygiene and health company Essity on the proposed sale of its controlling stake in Vinda International Holdings. The proposed sale will be implemented via a pre-conditional voluntary cash offer made by Isola Castle, a company indirectly wholly-owned by Asia Pacific Resources International, to acquire 100 percent of the shares in Vinda. The transaction is the largest third party offer for a Hong Kong-listed company announced in 2023 so far, with an offer price which corresponds to an equity value of Vinda of approximately HK$28.3 billion (US$3.6b). Nasdaq Stockholm-listed Essity conducts sales in approximately 150 countries under leading global brands TENA and Tork and other well-known brands, including Tempo, Libero and Libresse. The company traces its roots to the founding of Swedish forest products company Svenska Cellulosa Aktiebolaget (SCA), and was renamed Essity after splitting from its timber, paper and pulp operations. Its subsidiary Vinda is listed in Hong Kong, and is one of Asia’s largest manufacturers and distributors of tissue and other personal care products. Partner Amy Ho, supported by partners Tommy Tam, Yi Yang, Ling Ho and Yong Bai, led the firm’s team in the transaction, which is subject to regulatory approvals and other customary conditions.

Clifford Chance has also advised Shenzhen Senior Technology Material (Senior Material) on its US$120 million offering and listing of global depository receipts in the SIX Swiss Exchange, under the expanded China-Europe Stock Connect Scheme. Founded in 2003 and listed in Shenzhen in 2016, Senior Material is the first company in China to engage in the R&D and manufacturing of lithium-ion battery separators, and is today a global leader in the lithium battery separator industry. China co-managing partner Tim Wang and partner Jean Thio, supported by London partner Chris Roe, led the firm’s team in the transaction.

Cyril Amarchand Mangaldas has advised BNP Paribas on its exit from Sharekhan Group via 100 percent stake sale to Mirae Asset Capital Markets (India) (MACM) and Mirae Asset Securities (MAS). The Sharekhan Group is primarily engaged in stock broking, commodities/currency derivatives broking, related products and services, and lending. The firm previously assisted BNP Paribas on its acquisition of the Sharekhan Group in 2015. The proposed transaction will involve the sale of 72.76 percent of the paid-up share capital of Sharekhan, the Sharekhan Group’s holding company and main stock broking entity, to MACM, and the sale of 100 percent of the paid-up share capital of Human Value Developers, which currently holds 27.24 percent stake in Sharekhan, to MAS. Partners Shishir Vayttaden and K Aishwarya, supported by partners Arun Prabhu (technology & telecom head), Anirban Mohapatra, Ankita Ray, Rishiraj Bhatt, Kirthi Srinivas, SR Patnaik (taxation head), Subhojit Sadhu, Shishir Vayttaden and K Aishwarya, led the firm’s team in the transaction, which was signed on December 13, 2023 and is yet to be completed, subject to fulfilment of the conditions precedent, including receipt of the requisite regulatory approvals. AZB & Partners, led by partners Nandish Vyas and Rushabh Maniar, advised Mirae Asset Securities and Mirae Asset Capital Markets (India).

Cyril Amarchand Mangaldas has advised V Guard Industries on its acquisition of additional stake in Gegadyne Energy Labs in its Pre-Series B Funding Round. Post-acquisition, VGuard’s shareholding in Gegadyne is 24.32 percent on a fully diluted basis, pursuant to which Gegadyne has become an associate company of V-Guard. Partner Navin Kumar, supported by partners SR Patnaik (taxation head), led the firm’s team in the transaction, which was signed on October 31, 2023 and closed on November 21, 2023.

Davis Polk has advised the underwriters on the H share rights issue of Zhejiang Expressway and listing of the H rights shares in Hong Kong. The gross proceeds of the rights issue were approximately US$860 million. Hong Kong-listed Zhejiang Expressway is an infrastructure company principally engaged in investing in, developing and operating expressways and high-grade roads in China. Partners James C Lin and Yang Chu led the firm’s team in the transaction.

Khaitan & Co has advised Heisetasse Beverages (dba Third Wave Coffee Roasters) on a Series C funding, via issuance of compulsorily convertible preference shares, to WestBridge, Creaegis and other minority investors. Partner Ganesh Prasad led the firm’s team in the transaction, which was completed on October 9, 2023. Cyril Amarchand Mangaldas, led by partners Maheshwari Sudaresh and Sharada Ramachandra, and Quillon Partners, led by partners Namrata Sinha and Adeeb Shah, also advised in the transaction.

Khaitan & Co has also advised Global Dental Services on the approximately US$50 million investment by Qatar Investment Authority in the Series D1 funding round of Global Dental Services. Partners Bharat Anand and Nidhi Killawala, supported by partners Indruj Singh Rai and Sudipta Bhattacharjee, led the firm’s team in the transaction, which was completed on November 23, 2023. White & Case Singapore represented Qatar Investment Authority.

Skadden has advised the special committee of Gravitas Education Holdings (GEH) on its merger with eLMTree, an entity holding the core overseas education business of Hong Kong-listed NetDragon Websoft Holdings, a Chinese online game and educational software developer. As a result of the merger, GEH has changed its corporate name to “Mynd.ai” effective December 13, 2023. The merger and name change reflect the company’s new direction to pursue the transformation of education via Artificial Intelligence. Corporate partners Yuting Wu (Shanghai) and Peter Huang (Beijing), supported by partners David Goldschmidt (New York), Michael Leiter (Washington DC), Ken Kumayama (Palo Alto), Victor Hollender (New York) and Joseph Yaffe (Palo Alto/Los Angeles), led the firm’s team in the transaction.

S&R Associates has represented Ashv Finance, an RBI-registered non-banking finance company focused on micro, small and medium enterprises, on a US$10 million Series E funding round led by Encourage Capital. Partner Viral Mehta led the firm’s team in the transaction.

WongPartnership has acted for Amethyst Assets, as the offeror, on the voluntary unconditional general offer for Amara Holdings, as well as the financing relating to the general offer. Partners Audrey Chng and Soong Wen E led the firm’s team in the transaction, together with partners Christy LimMiao MiaoOliver LiSerene Soh and Clarence Kang.

WongPartnership is also acting for United Overseas Bank, the financial adviser to Amethyst Assets, on the voluntary unconditional general offer for Amara Holdings. Partner Quak Fi Ling is leading the firm’s team in the transaction.

Latest Deals from Law Firms and Legal Services Providers: 13th December 2023

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Allen & Gledhill has acted as transaction counsel to ARA Trust Management (Suntec), as manager of Suntec Real Estate Investment Trust (Suntec REIT), on the S$500 million (US$373m) sustainability-linked term loan facility to HSBC Institutional Trust Services (Singapore), as trustee of Suntec REIT. Partner Jafe Ng led the firm’s team in the transaction.

Allen & Overy is advising a consortium led by Fajr Capital on the acquisition of a 65 percent stake in Aster DM Healthcare, the holding company of the GCC business of Aster DM Healthcare. On November 28, 2023, Aster DM Healthcare received approval from its board of directors to separate its India and GCC businesses into two distinct and standalone entities. Under the separation plan, the Moopen family (Aster DM Healthcare founders) will continue to manage and operate the GCC business, retaining a 35 percent stake following the sale of the remaining 65 percent to the Fajr Capital-led consortium. The current market cap of the combined India and GCC business stands at around US$2 billion. The transaction values the GCC business at an enterprise value of US$1.7 billion and an equity value of US$1 billion. The Fajr Capital-led consortium includes Emirates Investment Authority, Al Dhow Holding (AlSayer Group’s investment arm), Hana Investment (subsidiary of Olayan Financing) and Wafra International Investment. A UAE-based private equity firm which invests in the Middle East and Southeast Asia, Fajr Capital is owned by prominent sovereign wealth funds from Abu Dhabi, Brunei Darussalam and Malaysia, and private investors from the Gulf region and beyond. Middle East corporate head partner David Foster led the firm’s team in the transaction, which is subject to regulatory and corporate approvals, including shareholder approval.

AZB & Partners has advised Warburg Pincus affiliate White Harbor Investment on the Rs5.75 billion (US$69m) acquisition of stake by Galleria Retail in R Retail Ventures from White Harbor Investment. Partners Anil Kasturi and Ashish Pareek led the firm’s team in the transaction, which was completed on October 31, 2023.

AZB & Partners is also advising Bharti Enterprises and Bharti Management Services on the acquisition of stake by Bharti Enterprises in Bharti Management Services from Societe Beaujon. Partners Anil Kasturi and Niladri Maulik are leading the firm’s team in the transaction, which was signed on October 11, 2023 and is yet to be completed.

Moreover, AZB & Partners is advising MG Motor India and SAIC Motor HK Investment on the more than US$100 million acquisition of stake by JSW Ventures Singapore in MG Motor India. Partners Anil Kasturi, Anisha Shridhar and Toshit Shandilya are leading the firm’s team in the transaction, which was signed on November 30, 2023 and is yet to be completed.

Clifford Chance has advised Asian Development Bank on its US$6.5 million senior secured financing to SDG 13 Ventures, a subsidiary of Greenway Grameen Infra, for the development of a carbon offset project in India. The project involves the production and distribution of one million improved cookstoves to rural households in Madhya Pradesh and Odisha states. The financing was further supported by a US$3.25 million first-loss liquidity reserve facility provided by the Climate Innovation and Development Fund administered by ADB. The project will subsidise the cost of the new, more efficient cookstoves to rural households, and result in a total reduction of 22.9 million tons of carbon dioxide. Greenway, through SDG 13, will sell the carbon credits generated from use of the improved cookstoves to international buyers. Partner Nicholas Wong, supported by partners Nigel Howorth, Janice Goh and Matthew Warner, led the firm’s cross-border team in the transaction.

Cyril Amarchand Mangaldas has advised Aster DM Healthcare on the US$1 billion sale of its GCC business. At closing, the buyer will be held by a consortium of financial investors and the promoters of Aster. Partner Anand Jayachandran, supported by partners Arun Prabhu (technology & telecom head), Avaantika Kakkar (competition head) and Reuben Chacko (south market regional co-head), led the firm’s team in the transaction, which was signed on November 28, 2023 and is expected to close by March 2024. Baker McKenzie acted as international counsel for the seller.

Davis Polk is advising GoTo Gojek Tokopedia on its strategic partnership with TikTok to drive long-term growth for Indonesia’s MSME sector and the country’s digital economy, as a whole. As part of the transaction, GoTo’s e-commerce platform, Tokopedia, and TikTok Shop Indonesia’s businesses will be combined under the existing Tokopedia entity, in which TikTok will take a controlling stake. TikTok has committed to invest over US$1.5 billion in the combined entity over time, to provide future funding required by the business, without additional dilution to GoTo. GoTo is the largest digital ecosystem in Indonesia, with a mission to “empower progress” by offering technology infrastructure and solutions that help everyone to access and thrive in the digital economy. TikTok is the leading destination for short-form mobile video. Hong Kong partner Miranda So led the firm’s team in the transaction.

Khaitan & Co has advised Heisetasse Beverages (dba Third Wave Coffee Roasters) on a Series C funding, via issuance of compulsorily convertible preference shares to WestBridge, Creaegis and other minority investors. Partner Ganesh Prasad led the firm’s team in the transaction. Cyril Amarchand Mangaldas, led by partners Maheshwari Sudaresh and Sharada Ramachandra, and Quillon Partners, led by partner Namrata Sinha, also advised on the deal.

Khaitan & Co has also advised Global Dental Services on the approximately US$50 million investment by Qatar Investment Authority in the Series D1 funding round of the company. Partners Bharat Anand and Nidhi Killawala, supported by partners Indruj Singh Rai and Sudipta Bhattacharjee, led the firm’s team in the transaction, which was completed on November 23, 2023. White & Case Singapore represented Qatar Investment Authority.

K&L Gates has advised BPEA EQT on its recent investment in Klook, a Hong Kong-based online booking platform for travel and leisure experiences in Asia. Along with other investment funds, BPEA EQT participated in the fundraising round, which raised US$210 million. Klook was founded in 2014, and allows users to choose from diverse experiences, ranging from attractions and tours to local transport and experiential stays in over a thousand destinations globally. BPEA EQT is one of Asia’s largest private alternative investment firms, and part of global investment organization EQT. Hong Kong corporate partner William Ho, supported by Taipei corporate partner Joseph Tseng, led the firm’s multi-jurisdictional team in the transaction.

Shardul Amarchand Mangaldas has advised JSW Group on the acquisition of 35 percent stake in Morris Garages Motor India (MGI), via a primary investment in MGI and a secondary purchase of shares from MGI promoters SAIC Motor HK Investment and SAIC Motor International. Partners Deepto Roy and Dnyanraj Desai, supported by partners Gauri Chhabra, Mukul Baveja, Veena Sivaramakrishnan, Mohit Bhatia, Jay Gandhi and Gaurita Udiyawar, led the firm’s team in the transaction, which was valued at approximately US$637.5 million and was signed on November 30, 2023. Herbert Smith Freehills and Orrick, Herrington & Sutcliffe advised JSW Group as international counsel. AZB & Partners and Landing Law Offices acted as Indian and Chinese counsel, respectively, to Morris Garages Motor India and SAIC Motor HK Investment.

Skadden is representing TikTok, a leading global entertainment platform, on the US$1.5 billion strategic partnership between TikTok and GoTo Gojek Tokopedia, Indonesia’s largest digital ecosystem. The partnership brings together Tokopedia and TikTok Shop Indonesia’s businesses under one entity, Tokopedia. TikTok will hold a controlling stake of the combined entity, and will seek to drive growth in Indonesia’s MSME sector over the coming years. Hong Kong corporate partners Haiping Li and Jonathan Stone, supported by Hong Kong anti-trust partner Andrew Foster and London tax partner Alex Jupp, are leading the firm’s team in the transaction.

S&R Associates has represented Citigroup Global Markets India on the delivery of a fairness opinion to the board of directors of listed company TV18 Broadcast for the proposed amalgamation, pursuant to a scheme of arrangement of TV18 and e-Eighteen.com into listed company Network18 Media & Investments, and the issuance and allotment of equity shares of Network18 to the shareholders of TV18 and e-Eighteen as consideration. Partner Sudip Mahapatra led the firm’s team in the matter.

S&R Associates has also represented Axis Capital, Ambit, HSBC Securities and Capital Markets (India) and SBI Capital Markets, as the placement agents, on the Rs6.69 billion (US$80m) institutional placement of units by India Grid Trust, India’s first listed infrastructure investment trust in the power sector. Partner Pratichi Mishra led the firm’s team in the transaction.

Trilegal is advising UltraTech on competition law aspects of the proposed acquisition of Kesoram’s cement business. The proposed acquisition will provide UltraTech the opportunity to extend its footprint in the highly fragmented, competitive and fast-growing western and southern markets in the country. National competition head partner Nisha Kaur Uberoi led the firm’s team in the transaction. Khaitan & Co, led by corporate partner Haigreve Khaitan, advised UltraTech on the corporate aspects of the deal.

Trilegal has also represented ICICI Securities and IIFL Securities, as the book-running lead managers, on the qualified institutions placement of equity shares by APAR Industries, the largest Indian company in sales of conductors, and also one of the largest Indian exporters of conductors and cables in Fiscal Year 2023. Subscribed by various marquee investors, the issue raised proceeds amounting to Rs10 billion (US$120m), which will be used towards working capital requirements. Capital markets partners Bhakta Patnaik and Albin Thomas led the firm’s team in the transaction.

TT&A has advised Asian Development Bank on its loan facility, via external commercial borrowing, of up to US$125 million to L&T Finance (now merged into L&T Finance Holdings). The borrower is an NBFC and will on-lend the proceeds to various end-users, including to women borrowers for rural group loans and micro finance loans. The ADB financing deal was negotiated and entered into in parallel with a merger process, under which L&T Finance and certain other L&T group companies were to be merged into L&T Finance Holdings. Partner Ambarish Mohanty led the firm’s team in the transaction.

Watson Farley & Williams has advised Avation on the refinancing with Investec of five aircraft. A mix of ATRs and A320s, the aircraft were each leased to different lessees located in different jurisdictions, including Fiji, Nepal, the Philippines and the UK. The refinancing, which took place between October and November 2023, saw the firm advise on the prepayment of the existing loan, and discharge of the existing security over the aircraft. The firm also advised Investec on taking new security and local counsel in each jurisdiction, regarding the requirements to register the change in financiers for the aircraft. Avation is a commercial passenger aircraft leasing company with a fleet of 35 aircraft (including Airbus A220, A320, A321, A330, Boeing 777-and ATR 72 aircraft) currently on lease to a global roster of airlines. Investec is an Anglo-South African international banking and wealth management group that provides innovative aviation financing solutions globally for airlines, investors and lessors. Singapore partner Richard Williams led the firm’s team in the transaction, which was completed on October 9, 2023.

WongPartnership has acted for Jungle Ventures, as lead investor, on the US$5 million series seed funding round of Climate Alpha, a Singapore-based artificial intelligence-driven analytics platform for the real estate, asset management and insurance industries. Partner Kyle Lee led the firm’s team in the transaction.

WongPartnership is also acting for Openspace Ventures, as co-lead investor, on the US$36 million Pre-Series C funding round of Singapore-based insurtech firm Igloo. The funding will be used for merger and acquisition opportunities to expand Igloo’s reach and product portfolio across the region. Partner Kyle Lee is also leading the firm’s team in the transaction.

Latest Deals from Law Firms and Legal Services Providers: 6th December 2023

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Allen & Gledhill has acted as transaction counsel to DBS Bank, Oversea-Chinese Banking Corporation, United Overseas Bank and Malayan Banking Singapore Branch on the S$750 million (US$560m) term and revolving credit facilities to Park Mall. The proceeds of the facilities will be used to refinance Park Mall’s borrowings relating to 9 Penang Road, a Grade A office building. DBS, OCBC and UOB were appointed mandated lead arrangers of the facilities, while DBS, OCBC, UOB and Maybank were appointed green loan advisors. Partners Lim Wei Ting and Ernest Teo led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to the Housing and Development Board on its issue of S$740 million (US$552m) fixed rate green notes due 2028, under its S$32 billion (US$24b) multicurrency medium term note programme. The notes are an issuance of green bonds, proceeds of which are intended to be used to finance or refinance eligible green projects under the Project Category of Green Buildings, and for such other purposes, as set out in the Green Finance Framework of the Housing and Development Board. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.

Moreover, Allen & Gledhill has advised DBS Bank, through its London branch, on the issue of £500 million (US$629.5m) floating rate covered bonds, under its US$20 billion global covered programme. This was the first covered bonds issuance out of DBS’ London branch. Partners Magdalene Leong and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners is advising Schneider Electric Industries on its acquisition, together with Schneider Electric Services International, of Zenatix Solutions from Hero Electronix and the promoters of Zenatix. Partners Ashwath Rau and Jasmin Karkhanis are leading the firm’s team in the transaction, which was signed on May 12, 2023 and is yet to be completed.

AZB & Partners has also advised Uber Technologies on the acquisition of share capital by Uber India Systems in Everest Fleet. Partners Ashwath Rau, Jasmin Karkhanis and Bharat Budholia led the firm’s team in the transaction, which was completed on May 18, 2023.

Moreover, AZB & Partners has advised KKR & Co on its Rs80 billion (US$960m) acquisition of the global engineering solutions business of S&P Global and acquisition of the Indian engineering solutions assets through KKR Indian entity Allium Solutions India. The global closing of the transaction was on May 2, 2023, while the Indian leg of the acquisition closed on December 1, 2023. Partners Darshika Kothari and Vasudha Asher led the firm’s team in the transaction.

Clifford Chance has acted as lead counsel to Mitsui & Co on its investment in Wadi Poultry and related subsidiaries, through a holding company incorporated in the Dubai International Financial Centre in the UAE. Wadi is an established integrated production business in Egypt, encompassing broiler production and processing, processed food manufacturing, the sale and distribution of these products and the procurement of feed grain. The investment aims to add value to Mitsui’s existing food and nutrition business cluster, to help meet the growing demand for poultry products in Egypt, one of the largest markets in Africa in terms of population. In addition to solidifying Mitsui’s position in the Egyptian poultry sector, the investment also aligns with Mitsui’s broader strategy of contributing to the development of healthier and more sustainable food production practices. Tokyo corporate partner Natsuko Sugihara, supported by Dubai partner Jack Hardman, led the firm’s team in the transaction.

Clifford Chance has also advised NWS Holdings on the pre-conditional voluntary cash offer by a wholly-owned subsidiary of Chow Tai Fook Enterprises (CTFE) to acquire all issued shares of NWS and cancel remaining outstanding share options of NWS. This offer was extended to NWS issued shares not already beneficially owned by Chow Tai Fook (Holdings) and its subsidiaries. The maximum total offer consideration is HK$35.5 billion (US$4.55b). NWS and its subsidiaries invest and operate a wide range of businesses, predominantly in Hong Kong and Mainland China, including toll roads, construction, insurance, logistics and facilities management. After the transaction, NWS will gain greater financial flexibility to optimise its capital structure and improve its cost of capital, including the pursuing of financing or re-financing opportunities at more favourable terms. Hong Kong partner Virginia Lee, supported by partners Maggie Lo and Angela Chan, led the firm’s team in the transaction.

Moreover, Clifford Chance has advised Bain Capital on its US$250 million investment in Masan Group, a listed Vietnamese conglomerate. The investment was made up of an initial US$200 million, which was announced on October 3, 2023, together with an additional investment of US$50 million, which was announced on December 5, 2023. This is Bain Capital’s first investment in Vietnam, an increasingly growing and dynamic market. The transaction involves an equity investment in the form of Convertible Dividend Preference Shares. The proceeds will be used to strengthen Masan Group’s financial position and deleverage its balance sheet. Partners Shaun Langhorne and Valerie Kong led the firm’s team in the transaction, which is expected to close in the coming months, subject to customary corporate and regulatory approvals.

Cyril Amarchand Mangaldas has advised Titan on its issuance of listed, unsecured, rated, redeemable, non-cumulative, non-convertible debentures aggregating to Rs25 billion (US$300m). The issue consisted of 250,000 listed, unsecured, rated, redeemable, non-cumulative, non-convertible debentures aggregating to Rs25 billion (US$300m) in two tranches, each consisting of issuance of 125,000 rated, unsecured, listed, redeemable non-convertible debentures with face value of Rs100,000 (US$1,200) each, aggregating up to Rs12.5 billion (US$150m). Kotak Mahindra Bank and Axis Bank acted as arrangers, Axis Trustee Services acted as debenture trustee, BSR & Co acted as auditor and TSR Consultants acted as registrar. Partner Lakshmi Prakash, supported by partner Bharath Reddy, led the firm’s team in the transaction, which concluded in the first week of November 2023.

Cyril Amarchand Mangaldas has also advised ESAF Small Finance Bank on its Rs46.3 billion (US$555m) IPO and its corporate promoter ESAF Financial Holdings on its offer for sale of Rs492.6 billion (US$6b) in the IPO. The IPO consisted of approximately 77.36 million equity shares of ESAF at an offer price of Rs60 (US$0.72) per equity share, including a share premium of Rs50 (US$0.60) per equity share, aggregating to Rs46.3 billion (US$555m), comprising a fresh issue of approximately 65.3 million equity shares aggregating to Rs39.07 billion (US$468m), and an offer for sale by PNB Metlife India Insurance, Bajaj Allianz Life Insurance and ESAF Holdings aggregating to approximately 12 million equity shares aggregating to Rs723 billion (US$8.7b). The equity shares commenced trading on the stock exchanges on November 10, 2023, within three working days from the date of closure of the offer. Southern region markets co-head partner Reuben Chacko led the firm’s team in the transaction. Duane Morris & Selvam acted as international counsel for the book-running lead managers, comprised of ICICI Securities, DAM Capital Advisors and Nuvama Wealth Management (formerly Edelweiss Securities).

JSA has advised Lok Capital on its investment in GrowXCD Finance, a Chennai-based startup specializing in financial services for the MSME sector. The Series A funding round witnessed Lok Capital injecting Rs500 million (US$6m) into GrowXCD Finance. This transaction signifies a crucial expansion in the reach of financial services to the underserved MSME sector, particularly in non-metropolitan regions. GrowXCD Finance’s product portfolio, tailored to low-income households and small businesses, includes innovative financial products like small business mortgage loans, home construction loans and short-term unsecured loans. Partner Siddharth Mody led the firm’s team in the transaction.

Khaitan & Co has advised PCBL, a global leader in carbon black and a part of RP-Sanjiv Goenka Group, on its proposed acquisition of 100 percent of Aquapharm Chemicals’ share capital for approximately Rs38 billion (US$456m). Completion of PCBL’s proposed acquisition is subject to the approval of the Competition Commission of India and other third parties. Aquapharm is a distinguished specialty chemicals manufacturer known for its expertise in water treatment chemicals for home care, desalination and oil & gas applications. Its key products include phosphonates, biodegradable chelating agents and polymers. The acquisition would be a transformational strategic move by PCBL to diversify and expand its product offering and geographical footprint. Partners Haigreve Khaitan, Ashraya Rao and Saswat Subasit, supported by executive director Sudhir Bassi and partners Anshul Prakash, Harsh Parikh, Smriti Yadav, Manavendra Mishra, Rajeev Vidhani, Tanvi Kumar and Anshuman Sakle, led the firm’s team in the transaction.

Khaitan & Co is also advising UltraTech Cement and Kesoram Industries on the proposed acquisition by UltraTech Cement of the cement business of Kesoram Industries. The transaction is an all-share deal that is proposed to be implemented pursuant to a Composite Scheme of Arrangement among Kesoram, UltraTech and their respective shareholders and creditors. The scheme provides for, inter alia, the demerger of the cement business of Kesoram into UltraTech, and the reduction and cancellation of the preference share capital of Kesoram. The parties have also been authorized to execute an agreement, which, inter alia, sets out the manner of implementation of the proposed transaction under the scheme, the representations and warranties given by each party, and the rights and obligations of the respective parties. The proposed transaction is subject to receipt of requisite approvals from, inter alia, the stock exchanges, the SEBI, the jurisdictional National Company Law Tribunals, the CCI and the shareholders and creditors of Kesoram and UltraTech. The proposed transaction is expected to be consummated within 9-12 months, subject to receipt of abovementioned approvals. Senior partner Haigreve Khaitan and partner Niren Patel is leading the firm’s Mumbai team advising UltraTech, while partner Arvind Jhunjhunwala is leading led the firm’s Kolkata team advising Kesoram. Trilegal will be advising on competition law matters.

Rajah & Tann Singapore has acted on the collective sale of 50 Playfair Road, a freehold site located within the Tai Seng Business Hub comprising of 27 strata lots and the common property. Partners Norman Ho and Gazalle Mok led the firm’s team in the transaction.

Rajah & Tann Singapore has also acted as Singapore counsel on the IPO and listing of WeBuy Global on the Nasdaq. WeBuy is an emerging Southeast Asian community-oriented e-commerce retailor with a focus on grocery and travel. Partners Howard Cheam and Tan Mui Hui led the firm’s team in the transaction.

Shardul Amarchand Mangaldas has advised Bain Capital Partners on acquiring a majority stake in Porus Laboratories. Partners Iqbal Khan and Pooja Singhania, supported by partners Bhoumick Vaidya and Aparna Mehra, led the firm’s team in the transaction, which closed on September 18, 2023. Kirkland & Ellis advised on the international aspects, while Khaitan & Co also advised the company and its shareholders.

Shardul Amarchand Mangaldas has also advised DLF on its partnership with Global Health (Medanta) to establish a 50:50 special purpose vehicle to design, construct, develop, operate and manage an approximately 400-bed multi-super specialty hospital in Greater Kailash-I in New Delhi, aimed at providing the highest quality healthcare. Following execution of the definitive agreements, the SPV company will be jointly incorporated by DLF and Medanta, and each of them shall contribute equally to the initial share capital of the company. Post-incorporation, DLF and Medanta will each acquire and hold a 50 percent stake in the company. Partners Nivedita Tiwari and Devesh Pandey, supported by partner Apoorva Murali, led the firm’s team in the transaction. S&R Associates advised Global Health.

S&R Associates has represented Flair Writing Industries, a leading player in the Indian writing and creative instruments industry, on its Rs5.93 billion (US$71m) IPO and its Rs730 million (US$8.76m) pre-IPO placement. Partner Jabarati Chandra led the firm’s team in the transaction.

Trilegal has advised JM Financial, Axis Capital, ICICI Securities and IIFL Securities, as the book-running lead managers, on the IPO by ASK Automotive aggregating to Rs8.34 billion (US$100m). ASK Automotive is the largest manufacturer of brake-shoe and advanced braking systems for two-wheelers in India, and supplies its products to original equipment manufacturers, including TVS Motor, Ather, Hero MotoCorp, Greaves Electric Mobility, Bajaj and Revolt. The IPO was subscribed 51x, with the QIB category being subscribed 142x. The IPO was also anchored by marquee investors, such as Nippon Life, ICICI Prudential, SBI Life, Neuberger Berman, Florida Retirement System, Societe Generale and Morgan Stanley. The stock listed at an eight percent premium. Capital markets partner Richa Chaudhary led the firm’s team in the transaction.

Trilegal has also advised public listed company Shree Renuka Sugars, a subsidiary of Singapore-listed Wilmar International, one of Asia’s leading agribusiness groups, on its acquisition of 100 percent shareholding in Anamika Sugar Mills, a manufacturer of sugar and related products. The transaction was structured through a combination of secondary purchase and primary infusion, the proceeds of which were utilised to redeem outstanding debt of Anamika Sugar Mills. Corporate partner Sanjam Arora led the firm’s team in the transaction.

Moreover, Trilegal has represented ICICI Securities and IIFL Securities, as the book-running lead managers, on the qualified institutions placement of equity shares by APAR Industries, the largest Indian company in terms of sales of conductors, and one of the largest Indian exporters of conductors and cables in Fiscal Year 2023. The issue was subscribed by various marquee investors. The proceeds of the issue amounted to Rs10 billion (US$120m), and will be used towards working capital requirements. Capital markets partners Bhakta Patnaik and Albin Thomas led the firm’s team in the transaction.

Latest Deals from Law Firms and Legal Services Providers: 29th November 2023

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AZB & Partners has advised Warburg Pincus on the approximately Rs13.08 billion (US$157m) acquisition of stake by Genius Bidco Holdings in Good Host Spaces from Warburg Pincus affiliate Baskin Lake Investment and Goldman Sachs Group affiliates Board Street Investments Holdings (Singapore) and Stonebridge 2017 (Singapore). Partners Anil Kasturi and Niladri Maulik led the firm’s team in the transaction, which was signed on October 14, 2023 and was completed on November 21, 2023.

AZB & Partners is also advising TA Associates on the acquisition of majority stake by BPEA EQT entity Zonnebaars Netherlands in Indira IVF Hospital from TA Associates entity TA Asia Pacific Acquisitions. The first tranche of the acquisition closed on November 8, 2023. Partners Darshika Kothari and Vasudha Asher are leading the firm’s team in the transaction, which was signed on July 28, 2023 and is yet to be completed.

Moreover, AZB & Partners has advised GBA Gesellschaft für Bioanalytik on its acquisition of equity stake in Eureka Analytical Services. Partners Divya Mundra and Gautam Rego led the firm’s team in the transaction, which was completed on November 8, 2023.

Baker McKenzie is advising Victory Securities, a wholly-owned subsidiary of Hong Kong-listed Victory Securities (Holdings), on securing approval from the Hong Kong Securities and Futures Commission (SFC) to provide virtual asset (VA) services to retail clients. Victory Securities is the first licensed corporation in Hong Kong to be permitted to provide VA dealing services to retail clients via establishing an omnibus account with SFC-licensed VA trading platforms (Omnibus VA Dealing Services). Victory Securities is also the first licensed corporation to offer VA advisory services for retail clients. The groundbreaking approvals came just one month after the SFC and the Hong Kong Monetary Authority jointly released on October 20, 2023 the updated joint circular on intermediaries’ virtual asset-related activities, which supersedes the same-name joint circular released in 2022, announcing that intermediaries may provide VA dealing and advisory services to retail clients under certain terms and conditions. Last year, the firm also advised Victory Securities to become the first licensed corporation in Hong Kong to provide the full spectrum of virtual assets dealing and advisory services to professional investors under the 2022 Joint Circular. Financial services regulatory partner Karen Man led the firm’s team in the transaction.

Baker McKenzie Wong & Leow (Singapore member firm of Baker McKenzie), Baker McKenzie Switzerland and Baker McKenzie Japan have advised DBS Bank, UBS and SBI Digital Asset Holdings on the world’s first cross-border repo and natively-issued digital bond fully executed and settled on a public blockchain. This transaction was part of Project Guardian by the Monetary Authority of Singapore, a collaborative initiative with the financial industry that seeks to test the feasibility of applications in asset tokenization and DeFi, while managing risks to financial stability and integrity. DBS, UBS and SBI successfully executed the live pilot for the issuance, repurchase and redemption of digitally native Swiss-law securities using stablecoins issued under Japanese regulations and tokenized certificates of deposits under Swiss law. The transactions were recorded on a public blockchain and featured atomic (instantaneous) settlements. The pilot trade was presented at the Singapore Fintech Festival. The Project Guardian initiative currently involves 15 international financial institutions, including DBS, UBS and SBI, as well as policymakers Financial Services Agency of Japan, the Swiss Financial Market Supervisory Authority and the Financial Conduct Authority in the UK. Singapore financial services regulatory principal Stephanie Magnus and Zurich corporate finance partner Dr Yves Mauchle, supported by local principal Liew Ying Yi (Singapore) and local partners Masato Honma and Akiko Hosokawa (Japan), led the cross-border Baker McKenzie team in the transaction.

Clifford Chance has advised battery technology company Gelion Technologies on a joint development agreement with next-generation energy company Ionblox. Gelion and Ionblox plan to jointly develop high performance next-generation lithium silicon sulfur (LiSiS) cells for the global electric vehicle (EV), electrical vertical-takeoff-and-landing (eVTOL) and drone markets, before progressing to the stationary energy storage market. Based in the UK and Australia, London-listed Gelion is a global renewable-energy storage company focused on designing and manufacturing zinc hybrid and lithium sulfur based batteries. California-based battery technology company Ionblox develops high performance lithium-ion batteries with pre-lithiated silicon dominant anodes for ground and aerial electric vehicles. Partner Nadia Kalic, supported by Houston partner Devika Kornbacher on the US and IP aspects, led the firm’s team in the transaction.

Clifford Chance has also advised telecommunications infrastructure company OMS Group on the strategic investment of US$400 million by leading global investment firm KKR to accelerate the growth of OMS’ digital infrastructure through expanding its ship fleet size and capabilities, and growing its cable landing stations and subsea cable routes in Southeast Asia. OMS provides integrated solutions for subsea cable installation and maintenance projects, and is one of the largest independent operators in this sector. Singapore partner Melissa Ng led the firm’s team in the transaction.

Moreover, Clifford Chance has advised a syndicate of international banks, led by Bank of China and ING, as initial mandated lead arrangers, on the international aspects of its approximately US$3.9 billion financing for the development of a nationwide 4G and 5G telecommunications network in the Philippines by Dito Telecommunity, the third and newest telecommunications operator in the Philippines. Dito aims to improve the Philippines’ nationwide connectivity with faster and secure high value 4G and 5G technology to meet the ever-rising demand for internet connectivity availability and quality. China Export & Credit Insurance (Sinosure) provided commercial and political risk insurance cover to the financing. The project signifies the largest commercial loan in terms of loan size that has ever been insured by Sinosure, and is also the largest export credit agency (ECA)-backed financing globally in recent years. Partner Vicky Ma, supported by partner Matthew Buchanan, led the firm’s cross-border team in Hong Kong, Beijing, Singapore and Dubai in the transaction. Romulo Mabanta Buenaventura Sayoc & de los Angeles acted as Philippines counsel.

Cyril Amarchand Mangaldas has advised Honasa Consumer and the promoters, Varun Alagh and Ghazal Alagh, on its Rs17.01 billion (US$204m) IPO. Honasa Consumer is India’s largest digital-first BPC company, in terms of revenue from operations for Financial Year 2023. It houses a portfolio of six brands: Mamaearth, The Derma, Aqualogica, Ayuga, BBlunt and Dr Sheth’s. The IPO included equity shares with face value of Rs10 (US$0.12) each, comprising of a fresh issue and offer for sale aggregating to Rs17.01 billion (US$204m). Honasa’s equity shares commenced trading on November 7, 2023, three working days from the date of closure of the offer. Partners Yash Ashar (capital markets head), Vijay Parthasarathi (southern region regional markets co-head), Aashima Johur and Rohit Tiwari, supported by partners Bharath Reddy, Sharada Ramachandra and Ritika Rathi, led the firm’s team in the transaction, which was signed on June 15, 2023 and was completed on November 7, 2023. Sidley Austin acted as international counsel to Kotak Mahindra Capital, Citigroup Global Markets India, JM Financial and JP Morgan India, the book-running lead managers.

Cyril Amarchand Mangaldas has also advised GMR Vishakhapatnam International Airport on the selection of the engineering, procurement and construction contractor for the construction of the greenfield airport situated at Bhogapuram, Vizianagaram District, Andhra Pradesh. Partners Ajay Sawhney and Bhupendra Verma led the firm’s team in the transaction, which was signed on November 1, 2023.

Moreover, Cyril Amarchand Mangaldas has advised the Murugappa family members on their family arrangement with the family branch of the late Mr M V Murugappan, including Mrs Valli Arunachalam and Mrs Vellachi Murugappan, to resolve the disputes and differences which had arisen after the demise of Mr M V Murugappan. The said family arrangement was recorded in a memorandum dated August 20, 2023, and the Murugappa family members undertook the necessary actions to effect the family arrangement on November 1, 2023. Partners L Viswanathan (finance, projects and insolvency chair) and Shaishavi Kadakia (private client and general corporate practice), supported by private client co-head partner Radhika Gaggar, led the firm’s team in the transaction.

HHP Law Firm has acted for Vale Canada on Vale Canada’s and Sumitomo Metal Mining’s (SMM) proposed divestment of an approximately 14 percent equity interest in Vale Indonesia to Indonesia’s state-owned mining company Mineral Industri Indonesia (MIND ID). A balanced governance structure will support both the stability and growth of Vale Indonesia’s continued operations in Indonesia. Vale Canada signed a Heads of Agreement with MIND ID and SMM regarding the divestment on the sidelines of the Asia-Pacific Economic Cooperation Leaders’ Meeting 2023 on November 17, 2023 in front of Indonesian President Joko Widodo and Vice Minister of State-Owned Enterprises Kartika Wirjoatmodjo. Norman Bissett led the firm’s team in the transaction, which is expected to complete in 2024, subject to customary closing conditions.

Indochine Counsel has advised Truong Hai Group (Thaco Group) on a groundbreaking US$350 million convertible bond issuance to Jardine Cycle & Carriage (JC&C), marking Vietnam’s largest offering this year. The issuance consisted of 8,680 bonds, each with a face value of Vnd1 billion (US$41,213) and a fixed annual interest rate of six percent, successfully completed on November 14, 2023. The bonds, with a five-year term, will mature on November 14, 2028. A pivotal regional investment holding entity within the Jardine Matheson Group, JC&C is publicly listed in Singapore. Since 2008, JC&C has forged a strategic partnership with Thaco Group through an equity investment, a transaction in which the firm also advised Thaco Group. Managing partner Dang The Duc led the firm’s team in the transaction.

Shardul Amarchand Mangaldas has advised RateGain Travel Technologies on its qualified institutions placement of approximately 9.33 million equity shares with face value of Rs1 (US$0.012) each, priced at Rs643 (US$7.72) per equity share, including a premium of Rs642 (US$7.70) per equity share, aggregating to Rs6 billion (US$72m). The placement document was filed with the Indian stock exchanges on November 20, 2023. RateGain is a leading global provider of Software as a Service (SaaS) solutions in the hospitality and travel industry. Capital markets national head partner Prashant Gupta is leading the firm’s team in the transaction. J Sagar Associates (Mumbai) and Hogan Lovells Lee & Lee advised IIFL Securities and Axis Capital, as the lead managers, on the Indian aspects and international selling and transfer restrictions, respectively.

S&R Associates is representing Global Health, India’s leading private multi-specialty tertiary care provider and the listed operator of “Medanta” hospitals, on its venture with DLF, a leading listed real estate developer in India, to launch a multi-super specialty hospital in Delhi. Global Health and DLF will hold 50-50 each in the new company which will own and operate the hospital. Partners Sanjeev Adlakha and Juhi Singh, supported by partners Pranshu Gupta on corporate matters and Sumit Bansal on tax matters, led the firm’s team in the transaction.

WongPartnership has acted for DBS Bank, the sole lead manager and book-runner of the offering of Series 006 notes, on Keppel REIT’s issuance of S$200 million (US$150m) notes with a fixed coupon rate of 3.72 percent per annum due 2026. Partner Trevor Chuan led the firm’s team in the transaction.

WongPartnership is also acting for Keppel Capital, the asset management arm of Keppel Corporation, on the financing of the acquisition of Wilkie Edge. The price is close to S$350 million (US$262m), which reflects S$2,200-plus (US$1,647) per square foot, based on a net lettable area of about 154,500 sq ft comprising mostly offices. Partners Alvin Chia, Jerry Tan and Clarence Kang are leading the firm’s team in the transaction.

Latest Deals from Law Firms and Legal Services Providers: 23rd November 2023

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Allen & Gledhill has acted as transaction counsel to venture capital firm Openspace Ventures on a US$7.7 million series seed round investment led by Blowfish Ventures and Forge Ventures in Kinetic Innovation, a fintech startup which uses data and technology to deliver credit risk solutions that enable payments companies and online businesses to scale. Partner Nicholas Soh led the firm’s team in the transaction.

AZB & Partners is advising Wistron Corporation, SMS Infocomm (Singapore), Wistron Hong Kong and Wistron Infocomm Manufacturing (India) on the Rs10.42 billion (US$125m) acquisition of 100 percent stake of Wistron  Infocomm Manufacturing by Tata Electronics. Partners Roxanne Anderson and Gautam Ganjawala are leading the firm’s team in the transaction, which was signed on November 8, 2023 and is yet to be completed.

AZB & Partners is also advising WEG on the Rs33.3 billion (US$400m) acquisition by WEG Holding of the industrial electric motors and generators business of New York-listed Regal Rexnord Corporation. Partners Vaidhyanadhan Iyer and Jeet Chaudhuri are leading the firm’s team in the transaction, which was signed on September 25, 2023 and is yet to be completed.

Moreover, AZB & Partners is advising Larsen & Toubro (L&T) and L&T Infrastructure Development Projects on the approximately Rs1 billion (US$12m) acquisition by CPPIB India, Allianz Infrastructure Luxembourg II and 2726247 Ontario (Omers) of 100 percent stake in Interise Investment Managers (formerly known as LTIDPL IndvIT Services) from L&T Infrastructure Development Projects. Partners Gautam Ganjawala, Qais Jamal and Bhargavy Ramesh are leading the firm’s team in the transaction, which was signed on November 3, 2023 and is yet to be completed.

Carey Olsen has advised Lightspeed Faction Ventures on the launch of Lightspeed Faction Fund I, a US$285 million closed-ended venture capital fund focused on early-stage blockchain opportunities. The fund is a collaboration between Lightspeed Venture Partners (Lightspeed) and the Faction partnership through the newly-formed cryptocurrency firm Lightspeed Faction. Lightspeed Faction will execute its blockchain investment strategy with an institutional approach that leverages Lightspeed’s global investment platform and Lightspeed Faction’s crypto-native VC investing expertise and key ecosystem relationships. The fund will seek to generate long-term capital appreciation through equity and token investments in early-stage projects that are active in blockchain, and may also engage in other token-generative activities, such as staking of digital assets. Working alongside lead counsel Wilson Sonsini Goodrich & Rosati, partner Michael Padarin led the firm’s Hong Kong team advising on all Cayman Islands legal and regulatory aspects of the launch.

Khaitan & Co has advised State Bank of India on the issuance of non-convertible, taxable, redeemable, subordinated, unsecured, fully paid-up BASEL III compliant Tier 2 Bonds in the nature of debentures with base issue of Rs40 billion (US$480m) and a green shoe option to retain oversubscription up to Rs60 billion (US$720m), on private placement basis, for an amount aggregating to Rs100 billion (US$1.2b). Partner Manisha Shroff led the firm’s team in the transaction.

Khaitan & Co has also advised Reliance Industries on its issue of secured, redeemable, non-convertible debentures for cash aggregating to Rs200 billion (US$2.4b) on private placement basis. The debentures are ‘partly paid’ in nature, have the coupon rate of 7.79 percent per annum and are rated TRIPLE A with stable outlook by CRISIL Ratings and CARE Ratings. The proceeds of the issue are proposed to be used for refinancing of existing borrowings and/ or ongoing capex, and/ or for making investments in/lending to domestic subsidiaries, and/or for any other purpose in the ordinary course of business of Reliance Industries. The debentures are secured via first pari-passu charge through hypothecation over the moveable plant and machinery (both present and future) and the movable fixed assets (both present and future) of Reliance Industries in its manufacturing division at Hazira and Dahej, Gujarat’s, and its movable fixed assets (both present and future) in its manufacturing division at Patalganga, Maharashtra, Nagothane, Maharashtra, and Silvassa, Dadra and Nagar Haveli, a security cover of at least 1.25x. The issue has been subscribed by insurance companies and other institutional investors. Partner Manisha Shroff also led the firm’s team in the transaction, which is the second largest bond issuance of such nature.

Khaitan & Co has advised State Bank of India on the issuance of non-convertible, taxable, redeemable, subordinated, unsecured, fully paid-up BASEL III compliant Tier 2 Bonds in the nature of debentures with base issue of Rs40 billion (US$480m) and a green shoe option to retain oversubscription up to Rs60 billion (US$720m), on private placement basis, for an amount aggregating to Rs100 billion (US$1.2b). Partner Manisha Shroff led the firm’s team in the transaction.

Khaitan & Co has also advised Reliance Industries on its issue of secured, redeemable, non-convertible debentures for cash aggregating to Rs200 billion (US$2.4b) on private placement basis. The debentures are ‘partly paid’ in nature, have the coupon rate of 7.79 percent per annum and are rated TRIPLE A with stable outlook by CRISIL Ratings and CARE Ratings. The proceeds of the issue are proposed to be used for refinancing of existing borrowings and/ or ongoing capex, and/ or for making investments in/lending to domestic subsidiaries, and/or for any other purpose in the ordinary course of business of Reliance Industries. The debentures are secured via first pari-passu charge through hypothecation over the moveable plant and machinery (both present and future) and the movable fixed assets (both present and future) of Reliance Industries in its manufacturing division at Hazira and Dahej, Gujarat’s, and its movable fixed assets (both present and future) in its manufacturing division at Patalganga, Maharashtra, Nagothane, Maharashtra, and Silvassa, Dadra and Nagar Haveli, a security cover of at least 1.25x. The issue has been subscribed by insurance companies and other institutional investors. Partner Manisha Shroff also led the firm’s team in the transaction, which is the second largest bond issuance of such nature.

Skadden has also represented Medco Energi Internasional on tender offers for any and all of the outstanding 6.75 percent senior notes due 2025, up to US$60 million aggregate purchase price of the 7.375 percent senior notes due 2026, up to US$60 million aggregate purchase price of the 6.375 percent senior notes due 2027, and up to US$70 million aggregate purchase price of the 6.95 percent senior notes due 2028 by Medco Platinum Road, Medco Oak Tree, Medco Bell and Medco Laurel Tree, respectively. Partners Jonathan Stone (Hong Kong) and Rajeev Duggal (Singapore), supported by partner Sean Shimamoto (Palo Alto), also led the firm’s team in the transaction.

Trilegal has acted as transaction counsel to Piramal Enterprises and AK Capital Services, Nuvama Wealth Management, JM Financial and Trust Investment Advisors on the Tranche I issue by Piramal Enterprises of secured, rated, listed, redeemable, non-convertible debentures (NCDs) with face value of Rs1,000 (US$12.00) each aggregating to Rs10 billion (US$120m), which is within its shelf prospectus limit of Rs30 billion (US$360m). This is the debut public issue of NCDs by Piramal Enterprises. Partners Bhakta Patnaik and Albin Thomas, supported by partner Ameya Khandge, led the firm’s team in the transaction.

Trilegal has also represented NHPEA Minerva Holding, a fund managed by Morgan Stanley, on its exit from NSPIRA Management Services. The exit consisted of the sale of the entire stake held by NHPEA to the Narayana Group. With a staff of over 50,000, Hyderabad-based Narayana runs over 750 schools, colleges and coaching centres across the country, and is considered to be among the top 10 biggest school chains in the country. NSPIRA provides end-to-end solutions for Narayana group’s educational institutes. This includes staffing, IT infrastructure, sales and marketing. Corporate partner Kunal Chandra, supported by partners Nisha Kaur Uberoi (national competition law head) and Rudresh Singh, led the firm’s team in the transaction.

Skadden has also represented Medco Energi Internasional on tender offers for any and all of the outstanding 6.75 percent senior notes due 2025, up to US$60 million aggregate purchase price of the 7.375 percent senior notes due 2026, up to US$60 million aggregate purchase price of the 6.375 percent senior notes due 2027, and up to US$70 million aggregate purchase price of the 6.95 percent senior notes due 2028 by Medco Platinum Road, Medco Oak Tree, Medco Bell and Medco Laurel Tree, respectively. Partners Jonathan Stone (Hong Kong) and Rajeev Duggal (Singapore), supported by partner Sean Shimamoto (Palo Alto), also led the firm’s team in the transaction.

Trilegal has acted as transaction counsel to Piramal Enterprises and AK Capital Services, Nuvama Wealth Management, JM Financial and Trust Investment Advisors on the Tranche I issue by Piramal Enterprises of secured, rated, listed, redeemable, non-convertible debentures (NCDs) with face value of Rs1,000 (US$12.00) each aggregating to Rs10 billion (US$120m), which is within its shelf prospectus limit of Rs30 billion (US$360m). This is the debut public issue of NCDs by Piramal Enterprises. Partners Bhakta Patnaik and Albin Thomas, supported by partner Ameya Khandge, led the firm’s team in the transaction.

Trilegal has also represented NHPEA Minerva Holding, a fund managed by Morgan Stanley, on its exit from NSPIRA Management Services. The exit consisted of the sale of the entire stake held by NHPEA to the Narayana Group. With a staff of over 50,000, Hyderabad-based Narayana runs over 750 schools, colleges and coaching centres across the country, and is considered to be among the top 10 biggest school chains in the country. NSPIRA provides end-to-end solutions for Narayana group’s educational institutes. This includes staffing, IT infrastructure, sales and marketing. Corporate partner Kunal Chandra, supported by partners Nisha Kaur Uberoi (national competition law head) and Rudresh Singh, led the firm’s team in the transaction.

WongPartnership has acted as Singapore counsel to Stonepeak on its investment into AGP Sustainable Real Assets, a group which finances, develops and operates sustainable real assets in the power, infrastructure and built environments across various regions, including India, Britain, Europe, the US and Asia-Pacific. Stonepeak is a leading alternative investment firm, specialising in infrastructure and real assets. Partner Quak Fi Ling led the firm’s team in the transaction, together with partner Kylie Peh.

WongPartnership is also acting for Italian deep tech investor Liftt and existing investor Wavemaker Partners, as lead investors, on the US$4.7 million Series A funding round of ENTROPICA Labs, a Singapore-based quantum software company. The funds will be used to expand the company’s team in the areas of quantum error correction, software engineering and computing architectures. Partner Kyle Lee is leading the firm’s team in the transaction, together with partner Kylie Peh.

Latest Deals from Law Firms and Legal Services Providers: 15th November 2023

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AZB & Partners has advised Veristat on its acquisition of Instat Consulting USA and standalone acquisition of Instat Clinical Research India. Partners Ashwath Rau, Vipul Jain and Ajay Solanki led the firm’s team in the transaction, which was completed on October 16, 2023.

AZB & Partners is also advising Kotak Mahindra Bank and Kotak Mahindra General Insurance on the approximately Rs40.51 billion (US$486m) acquisition by Zurich Insurance of 51 percent of equity stake in Kotak General Insurance. Partners Ashwath Rau and Kashish Bhatia are leading the firm’s team in the transaction, which was signed on November 2, 2023 and is yet to be completed.

Moreover, AZB & Partner is advising AU Small Finance Bank on its approximately Rs44.1 billion (US$529m) acquisition of Fincare Small Finance Bank. Partners Ashwath Rau and Vipul Jain are leading the firm’s team in the transaction, which was signed on October 29, 2023 and is yet to be completed.

Clifford Chance has advised JP Morgan Securities and UBS, as the underwriters, on the US$444.9 million offering and listing by Will Semiconductor Shanghai of global depositary receipts in Switzerland, under the expanded China-Europe Stock Connect scheme. Headquartered in Shanghai, Will Semiconductor produces semiconductors and related components that are used in mobile communication, vehicle-mounted electronics, security, internet communication and household appliances, among others. China co-managing partner Tim Wang and partner Jean Thio led the firm’s cross-border team in Shanghai, London and Washington DC in the transaction.

Dentons Hong Kong has advised XXF Group Holdings, an established automobile retailer providing automobile finance lease service primarily through its self-operated sales outlets in China, on the global offering of its shares in Hong Kong. The offering raised gross proceeds of approximately HK$113 million (US$14.5m). Capital markets partner and corporate finance head Gordon Ng led the firm’s team in the transaction.

Khaitan & Co has advised Aditya Birla Fashion and Retail (ABFR) on a 50:50 joint venture with Christian Louboutin to form CLI Footwear and Accessories to distribute and sell Christian Louboutin’s luxury products in India. This strategic collaboration allows ABFR to expand its luxury brand portfolio and venture into the footwear market. By incorporating CLI Footwear and Accessories, ABFR intends to complement its existing fashion apparel range and cater to a broader customer base. This move is expected to strengthen its position in the competitive luxury market segment. Partner Shourya Sengupta led the firm’s team in the transaction.

Khaitan & Co has also acted as transaction counsel to Cosyst Holding, a wholly-owned subsidiary of KPL International, and Kanoria Chemicals and Industries (KCI) on Cosyst’s minority investment in APAG Holding, via a combination of secondary purchase of securities from KCI and primary investment via subscribing to equity securities of APAG. The transaction also involved primary investment by APAG existing strategic partner Novares Venture Capital (France) in APAG to maintain its 20 percent shareholding in APAG. A Swiss corporation incorporated under the laws of Switzerland, APAG Holding is an established supplier to the European and global automotive industry. APAG has specialized in certain areas of expertise, including ECU (electronic control units), lighting (LED-based comfort lighting applications) and EMS (electronic manufacturing services). Its clients include large European OEMs, wherein APAG serves as Tier 1+n supplier. Senior partner Padam Khaitan and partner Shourya Sengupta led the firm’s team in the transaction.

Shardul Amarchand Mangaldas has advised Cello World on its IPO via an offering for sale by certain shareholders of approximately 29.34 million equity shares aggregating to Rs19 billion (US$228m). The equity shares were listed on the Indian stock exchanges on November 6, 2023. Cello World is a prominent player in the consumer ware market in India, with presence in the consumer houseware, writing instruments and stationery, moulded furniture and allied products, and consumer glassware categories. Capital markets national head Prashant Gupta and partner Abhinav Maker led the firm’s team in the transaction. Sidley Austin acted as international counsel to Kotak Mahindra Capital, ICICI Securities, IIFL Securities, JM Financial and Motilal Oswal Investment Advisors, as the book-running lead managers.

Shardul Amarchand Mangaldas is also advising Ring Plus Aqua (RPA) on the strategic acquisition, via acquisition of equity shares, of 59.25 percent stake in Maini Precision Products (MPP) from MPP Group members Gautam Maini, Sandeep Kumar Maini, Maini Family Trust and KMaini Motorsports India, and minority investors Paragon Partners Growth Fund-I and Amit Mohatta. MPP manufactures, per customer specific drawings, and supplies high precision mechanical components, assemblies and subassemblies to the automotive, industrial, defence and aerospace sectors. The strategic acquisition is to be followed by the consolidation of businesses of JK Files & Engineering, RPA and MPP, via the demerger of JK Files involving the engineering business of JK Files and investments of JK Files in RPA and JK Talabot into a wholly-owned subsidiary of Raymond, the new company, and the merger of MPP and RPA with Raymond. Partners Manav Nagaraj, Anuj Bhasme and KS Bhargava, supported by partners Pooja Ramchandani, Kriti Kaushik, Karan Joseph and Gauri Chhabra, are leading the firm’s team in the transaction, which was valued at approximately Rs6.82 billion (US$82m), and is expected to close on January 15, 2024. Trilegal advised Maini Precision Products and MPP Group members Gautam Maini, Sandeep Kumar Maini, Maini Family Trust and KMaini Motorsports India, while IndusLaw advised Paragon Partners Growth Fund-I and Amit Mohatta.

Wong & Partners has advised ams OSRAM, thru its wholly-owned subsidiary in Malaysia, Osram Opto Semiconductors (Malaysia), on a RM2 billion (US$425m) transaction agreement signed with Permodalan Nasional, the Employees Provident Fund (EPF) and Retirement Fund (KWAP) for the sale and leaseback of its manufacturing facility in Kulim Hi-Tech Park, Kedah. ams OSRAM is a global leader in intelligent sensors and emitters. Partners May Chua and Faez Abdul Razak led the firm’s team in the transaction.

WongPartnership has acted for Wintime Energy on its proposed US$7 million subscription of 70 percent shares in Vnergy, National University of Singapore’s all-vanadium redox flow battery energy storage technology start-up company. Partners Joseph He and Miao Miao led the firm’s team in the transaction.

WongPartnership has also acted as Singapore counsel to ZQ Capital on the acquisition of Popular Holdings, the holding company for the Popular group. Partner Quak Fi Ling led the firm’s team in the transaction, together with partners Tan Teck HoweKylie Peh and Lee Si Min.