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Deals – March 5, 2020

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Allen & Gledhill has advised DBS Bank, Oversea-Chinese Banking Corporation, Standard Chartered Bank (Singapore) and United Overseas Bank, as the dealers, on the issue of S$200 million (US$143.6m) 3.4 percent notes due 2025, under the S$3 billion (US$2.15b) multicurrency medium term note programme by GLL IHT. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to Grab Holdings on its acquisition of Bento Invest Holding Company. The acquisition would allow Grab to offer retail wealth management and investment solutions to users, driver-partners and merchant-partners. Partners Lim Chong Ying, Teoh Sze Min, Alexander Yap, Adrian Ang and Elsa Chen led the firm’s team in the transaction.

AZB & Partners has advised Max Estates and Northern Propmart Solutions on the acquisition by Max Estates and New York Life Insurance of Northern Propmart Solutions, such that Max Estates will hold 51 percent stake while New York Life Insurance will hold 49 percent stake in the company. Partners Niladri Maulik and Anisha Shridhar led the firm’s team in the transaction, which was valued at Rs1.75 billion (US$23.6m) and was signed on February 12, 2020.

AZB & Partners has also advised Brookfield Asset Management on the approximately Rs14.5 billion (US$198m) acquisition by BCP V Multiple Holdings of up to 40 percent of Indostar Capital Finance. Partners Ashwath Rau and Medha Marathe led the firm’s team in the transaction, which was signed on January 31, 2020.

Clifford Chance has advised the joint global coordinators, joint book-runners and joint lead managers on the Agricultural Development Bank of China’s (ADBC) Rmb1.5 billion (US$215m) 3.4 percent five-year bonds, which have been consolidated into and form a single series with the Rmb3 billion (US$430m) 3.4 percent five-year bonds issued on November 6, 2019 by ADBC. These are the first dim sum bonds to raise funds to help combat the coronavirus outbreak. The joint book-runners and joint lead managers include the Bank of China, Bank of China (Hong Kong), Standard Chartered Bank, Bank of Communications (Hong Kong Branch), Agricultural Bank of China (Hong Kong Branch), China Construction Bank (Asia), Industrial and Commercial Bank of China (Asia), Shanghai Pudong Development Bank (Hong Kong Branch), China CITIC Bank International, Mizuho Securities Asia, KGI Asia, Crédit Agricole Corporate and Investment Bank and CTBC Bank. Partner Mark Chan, supported by partner David Tsai, led the firm’s team in the transaction.

Davis Polk has advised the lead managers on Mizuho Financial Group’s SEC-registered takedown offering of senior notes, which consisted of US$750 million principal amount of 2.226 percent senior fixed-to-floating rate notes due 2026, US$500 million principal amount of 2.591 percent senior fixed-to-floating rate notes due 2031, and US$1.1 billion principal amount of senior floating-rate notes due 2024. The notes are structured to count as total loss-absorbing capacity (TLAC), under the Japanese TLAC regulations. The notes are listed in Singapore. Mizuho Financial Group is a Japanese bank holding company that is the ultimate parent company of the Mizuho Group, one of the largest financial institution groups in the world. Tokyo partner Jon Gray led the firm’s team in the transaction.

Maples and Calder has acted as Cayman Islands counsel to Newborn Town on its IPO of 136 million shares and listing in Hong Kong. Newborn Town is a fast-growing mobile app developer and mobile advertising platform services provider based on AI technologies. The offering, which closed on December 31, 2019, with over-allotment closed on January 21, 2020, raised approximately HK$228.5 million (US$29.4m). Partner Everton Robertson led the firm’s team in the transaction, while Herbert Smith Freehills advised on Hong Kong law and US law, and Jingtian & Gongcheng advised on Chinese law. The sole sponsor, CMBC International Capital, and the underwriters were represented by Reed Smith Richards Butler as to Hong Kong law, and by Grandall Law Firm (Beijing) as to Chinese law.

Maples and Calder has also acted as Cayman Islands counsel to Wynn Macau on its issuance of US$1 billion 5.125 percent senior notes due 2029. The notes are listed in Hong Kong. The issuance closed on December 17, 2019. Wynn Macau is a leading developer, owner and operator of casino gaming and entertainment resort facilities in Macau. Partner Lorraine Pao led the firm’s team in the transaction, while Kirkland & Ellis acted as US and Hong Kong counsel. White & Case acted as US counsel to the initial purchasers, including Deutsche Bank, Banco Nacional Ultramarino and Bank of China.

S&R Associates has represented Bertelsmann India Investments, an existing investor in the operator of Pepperfry, an Indian online marketplace for furniture and home accessories, on a US$40 million financing round led by Pidilite Industries and also involving other existing investors Norwest Venture Partners, Goldman Sachs and State Street Global Advisors. Partner Rachael Israel led the firm’s team in the transaction.

Deals – February 26, 2020

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Allen & Gledhill has advised Kanbawza Bank on the K74 billion (US$51m) project financing facility provided to PowerGen Kyaukse for the construction of a 145 MW gas engine power plant at Bellin, Kyaukse Township. Myanmar managing director Minn Naing Oo and director Lee Jun Yee led the firm’s team in the transaction, which is one of Myanmar’s first project financing undertaken by a Myanmar bank.

Allen & Gledhill has also acted as transaction counsel to AYA Financial Group (AFG) on the agreement between AFG and AIA to establish a life insurance venture. Under the agreement, AFG will partner with AIA to offer life, health and wellness insurance to AFG’s extensive retail customer and business partner ecosystem in Myanmar. Myanmar director Oh Hsiu-Hau led the firm’s team in the transaction.

AZB & Partners has advised India-incorporated Uber India Systems and US-incorporated Uber Technologies on the acquisition by Zomato Media of Uber Eats Business, valued at Rs13.75 billion (US$191.6m), from Uber India Systems, giving Uber a 9.99 percent ownership in Zomato. Partners Ashwath Rau, Jasmin Karkhanis, Samir Gandhi, Hemangini Dadwal, Bharat Budholia, Nohid Nooreyezdan, Veena Gopalakrishnan and Aditya Singh Chandel led the firm’s team in the transaction, which was completed on January 21, 2020.

AZB & Partners is also advising Saudi Agricultural and Livestock Investment Company on the acquisition by its subsidiary, United Farmers Investment Company, of 29.91 percent equity shares of Daawat Foods from Rabobank-backed exiting shareholders India Agri Business Fund and Real Trust. Partners Ashwath Rau and Divya Mundra are leading the firm’s team in the transaction, which was signed on February 12, 2020 and is yet to be completed.

Baker McKenzie has represented Nasdaq-listed CytoSorbents, a leader in critical care immunotherapy specialising in blood purification, on an agreement with Hong Kong-listed China Medical System Holdings (CMS) to bring CytoSorb to mainland China to treat critically ill patients with Covid-19 coronavirus infection. Under the terms of the agreement, CytoSorbents and CMS will partner to earn regulatory clearance to import CytoSorb into China under the “fast-track” review process established by the National Medical Products Administration to respond to the Covid-19 pandemic. CytoSorbents will donate initial CytoSorb devices and provide product, training and support to CMS to introduce CytoSorb initially into four hospitals in Wuhan, China. New York partner Oren Livne and Hong Kong partners Isabella Liu, Tracy Wut and Christina Lee led the firm’s team in the transaction.

Davis Polk has advised the sole placing agent on the placement of 90 million ordinary shares in Hong Kong Television Network (HKTN) for approximately HK$464 million. HKTN operates HKTVmall, a leading online shopping market in Hong Kong and now the largest scale and most powerful Hong Kong-based online shopping mall. The group provides multimedia business, including end-to-end online shopping mall operation, multimedia production and other related services. Hong Kong partner Yang Chu led the firm’s team in the transaction.

DLA Piper has advised Havenvest Private Equity, Rimco Investments and the management sellers on the disposal of 100 percent of their shares in Help, a cybersecurity company operating in the Middle East, to Etisalat, the UAE’s largest telecom operator. The transaction will see Etisalat enhance and diversify its digital portfolio, and will accelerate the growth of the company’s existing cyber security activities and allow for further expansion across the region. Corporate partner Ben Gillespie led the firm’s team in the transaction.

J Sagar Associates has acted as India counsel to Masco on the sale of KraftMaid Services India. Masco is one of the world’s leading manufacturers of branded home improvement and building products. Masco sold Masco Cabinetry, a manufacturer of kitchen and bath cabinetry, along with its investment in KraftMaid Services India, to ACProducts for US$850 million in cash at closing and preferred stock issued by a holding company of the buyer with a liquidation preference of US$150 million. Partners Nitin Potdar and Rinku Ambekar led the firm’s team in the transaction. Davis Polk & Wardwell acted as an international counsel for Masco.

J Sagar Associates has also advised India-listed NIIT Technologies on the buy-back of its equity shares, through a tender offer. The offer size is approximately Rs3.37 billion (US$47m). Partners Vikram Raghani and Anand Lakra led the firm’s team in the transaction.

Khaitan & Co has advised The Blackstone Group on a control transaction involving acquisition, through a combination of Rs3.8 billion (US$53m) debt and equity, of Allcargo Group’s warehousing business, including development of industrial and logistics parks across certain key markets in India. The Blackstone Group is an American multinational private equity, alternative asset management and financial services firm headquartered in New York City, with over US$450 billion of assets under management. Partners Aakash Choubey and Deepak Jodhani, supported by partners Harsh Parikh, Sudheer Madamaiah, Rashmi Deshpande and Shailendra Bhandare, led the firm’s team in the transaction, which was announced on January 13, 2020.

Khaitan & Co has also advised Wanbury on the Rs886 million (US$12.3m) sale of brands in the women healthcare industry, namely CDense, CPink, Folinine and Productiv, along with all their formatives and variants, and the other relevant assets in relation to such brands, to Cipla. A pharmaceutical company which is among the top 50 companies in India, Wanbury has a strong presence in the active pharmaceutical ingredient (API) global market and domestic branded formulation. Its major trust area lies in API sales and marketing in over 50 countries and Pan-India formulation presence. Partner Bhavik Narsana, supported by director Vinita Krishnan and executive director Dinesh Agrawal, led the firm’s team in the transaction, which was completed on February 7, 2020.

Maples and Calder has acted as BVI counsel to Sino-Ocean Land Treasure IV on its issuance of US$400 million 4.75 percent notes due 2030, guaranteed by Sino-Ocean Group Holding, a leading large-scale national property developer in China. The notes are listed in Hong Kong. Partner Lorraine Pao led the firm’s team in the transaction, while Paul Hastings acted as English and Hong Kong counsel. Linklaters acted as English counsel to the joint lead managers, including HSBC, Goldman Sachs (Asia) and China CITIC Bank International.

Maples and Calder has also acted as Cayman Islands counsel to Cayman Islands company Molecular Data on its IPO of 11.5 million American depositary shares, representing its Class A ordinary shares, and the listing of such ADSs on the Nasdaq. Molecular Data is a leading technology-driven platform in China’s chemical industry. The offering, which closed on January 2, 2020, raised approximately US$61.9 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell acted as US counsel to AMTD Global Markets, Fosun Hani Securities and Boutstead Securities, as representatives of the underwriters.

Paul Hastings has advised the joint lead managers and joint book-runners, including UBS Hong Kong Branch, Barclays Bank, ICBC International Securities, Guotai Junan Securities (Hong Kong), Bank of Communications Hong Kong Branch, Shanghai Pudong Development Bank Hong Kong Branch, China Construction Bank (Asia), JP Morgan Securities, MUFG Securities Asia, CLSA and United Overseas Bank Hong Kong Branch, on the issuance by Shanghai Electric Group Global Investment of US$300 million 2.3 percent guaranteed bonds due 2025, guaranteed by Shanghai Electric (Group). The bonds are listed in Singapore. Shanghai Electric is one of the largest equipment manufacturing conglomerates in China. Partner Jia Yan, co-chair of mainland China offices, and Hong Kong partner James Ma led the firm’s team in the transaction.

Rajah & Tann Myanmar, member firm of Rajah & Tann Asia, is advising Yangon Metropolitan Development on the first project by foreign investment for affordable housing in Myanmar. The firm assisted with drafting and negotiating a concession agreement between the Yangon Regional Government and Berjaya Land of the estimated US$746.08 million housing and mixed development of a 183-acre site. Partners Chester Toh and Hiroyuki Ota are leading the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted as lead transaction counsel to PSA Marine on its acquisition from Grupo Romero of 100 percent of the stake in port services company Tramarsa Flota and its subsidiaries in Peru. Partners Evelyn Wee and Favian Tan led the firm’s team in the transaction

Skadden has advised Huize Holding, a leading Chinese independent online insurance marketplace, on its US$55 million IPO of ADS on Nasdaq. Shenzhen-based Huize targets younger insurance customers, and focuses on long-term life and health insurance products. Trading commenced on February 14, 2020. Shanghai partner Haiping Li led the firm’s team in the transaction.

S&R Associates has represented Aeroports de Paris on a Rs107.8 billion (US$1.5b) proposed investment in GMR Airports. The transaction involves an acquisition of 49 percent stake in GMR Airports in two tranches, the second tranche of which is subject to approvals from regulatory authorities. Partners Rajat Sethi and Mohit Gogia, supported by competition practice head Simran Dhir, led the firm’s team in the transaction.

S&R Associates has also represented ICICI Securities, as the book-running lead manager, on the Rs4.6 billion (US$64m) qualified institutions placement of equity shares by Prestige Estates Projects, a leading real estate developer in India. Partner Jabarati Chandra led the firm’s team in the transaction.

The Capital Law Office has acted for Central Retail Corporation (CRC) on Thailand’s largest equity IPO by market capitalisation to date. The firm advised CRC, the country’s leading multi-format, multi-category retailing platform, on an IPO/listing in Thailand, an international offering under Rule 144A/Regulation S under the US Securities Act, and a share swap to delist Robinson. After CRC’s first day trade on February 20, 2020, the transaction was valued at approximately US$2.6 billion. Partners Patraporn Milindasuta and Paradorn Leosakul led the firm’s team in the transaction.

Trowers & Hamlins has acted for the National Bank of Bahrain (NBB) in its offer to acquire 100% of the issued and paid-up ordinary shares of Bahrain Islamic Bank. Following settlement of the offer on January 22, NBB’s shareholding increased from 29.06 percent to 78.81 percent. Partner Brian Howard led the firm’s team in the transaction, conducting due diligence and assisting with offering documents. Hassan Radhi & Associates advised on local law aspects.

WongPartnership is acting for Frasers Property on the acquisition of property manager AsiaMalls Management. Partners Annabelle Yip, Chan Sing Yee, Kylie Peh and Jerry Tan led the firm’s team in the transaction.

Deals – February 19, 2020

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Allen & Gledhill has advised ARA Business Trust Management, as trustee-manager of ARA US Hospitality Management Trust, and DBS Trustee, as trustee of ARA US Hospitality Property Trust, and ARA Trust Management, as manager of ARA US Hospitality Property Trust, on the establishment of an S$800 million (US$575m) multicurrency stapled debt issuance programme by ARA US Hospitality Trust, a stapled group comprising ARA US Hospitality Property Trust and ARA US Hospitality Management Trust. The programme is the first debt issuance programme in Singapore to feature both the issuance of stapled debt securities, as well as issuers whose subsidiary or associate qualifies as a real estate investment trust for US federal income tax purposes or for portfolio interest exemption, pursuant to the US Inland Revenue Code. It is the second stapled debt securities debt issuance programme and the second debt issuance programme in Singapore by an issuer, whose subsidiary qualifies as a US Reit. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to the Singapore Exchange on the approximately €186 million (US$201.5m) acquisition of a 93 percent stake in Scientific Beta. The acquisition is aimed at strengthening the research-based index design capabilities, as well as broadening the range of index products and clientele of the Singapore Exchange. Partners Prawiro Widjaja, Eugene Ho and Elsa Chen led the firm’s team in the transaction.

AZB & Partners has advised Societe de Promotion et de Participation Pour La Cooperation Economique on its Rs1.1 billion (US$15.4m) acquisition of certain compulsorily convertible debentures and certain equity shares of Avaada Energy. Partner Gautam Saha led the firm’s team in the transaction, which was completed on November 15, 2019.

AZB & Partners has also advised CDC Group on the Rs2.78 billion (US$39m) sale of approximately 8.2 million equity shares of Narayana Hrudayalaya held by CDC on the Indian stock exchange. Partners Darshika Kothari and Roxanne Anderson led the firm’s team in the transaction, which was completed on January 28, 2020.

Davis Polk has advised the sole underwriter on the IPO of Citic Capital Acquisition’s 27.6 million units, including 3.6 million units purchased pursuant to the exercise of the underwriter’s over-allotment option, for proceeds of US$276 million. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. The units, the shares and the warrants are listed in New York. Citic Capital Acquisition is a newly incorporated, Cayman Islands exempted, blank check company, which intends to focus its search globally for companies in the energy efficiency, clean technology and sustainability sectors. New York partners Deanna Kirkpatrick and Derek Dostal, supported by partner William Curran, led the firm’s team in the transaction.

Davis Polk has also advised the sole placing agent on the primary placement of 78 million new shares in Innovent Biologics for approximately HK$2.4 billion (US$309m). The firm also advised the underwriters on Innovent Biologics’ HK$3.15 billion (US$405.6m) IPO in October 2018 and the placing agents on its HK$2.4 billion (US$309m) top-up placing in October 2019. Innovent Biologics is a China-based biopharmaceutical company that develops and commercialises high quality innovative drugs that are affordable to ordinary people. Hong Kong partner Yang Chu led the firm’s team in the transaction.

Drew & Napier has acted for Don Agro International, a Russian-based agricultural company, on its IPO in Singapore, which is the first listing of a Russian business in Singapore. The offering is by placement only, and the company is offering 23 million new placement shares priced at S$0.22 (US$0.158) per share. Trading of its shares commenced on February 14, 2020, and the company aimed to raise approximately S$5.1 million (US$3.7m). Don Agro is one of the largest agricultural companies in the Rostov region in Russia, which cultivates agricultural crops and produces raw milk. It farms commercial crops like winter wheat, sunflower, corn and flax. It also owns more than 4,000 heads of dairy cattle, including more than 2,000 milking cows. Director Grace Lai led the firm’s team in the transaction.

J Sagar Associates has advised Unitus Seed Fund II on its investment into GetClarity Fintech Services, which operates a platform that offers financial products and services to under-served individuals and entities. Unitus acquired an approximately 16 percent stake in the company. Partner Probir Roy Chowdhury led the firm’s team in the transaction.

J Sagar Associates has also advised ICICI Securities and SBI Capital Markets, as the book-running lead managers, on the proposed IPO of National Commodity & Derivatives Exchange (NCDEX), a leading agricultural commodity exchange in India. NCDEX filed a draft red herring prospectus with the SEBI for an offer of equity shares, comprising a fresh issue of up to one billion and an offer for sale of up to approximately 4.45 million equity shares, by Build India Capital Advisors, Canara Bank, Indian Farmers Fertiliser Cooperative, Investcorp Private Equity Fund I (formerly known as IDFC Private Equity Fund III), Jaypee Capital Services, National Bank for Agriculture and Rural Development, Oman India Joint Investment Fund and Punjab National Bank. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.

Khaitan & Co has advised Mastek on the scheme of arrangement entered into by its wholly owned subsidiary, Trans American Information Systems, with Evolutionary Systems, which offers Oracle cloud implementation and consultancy services. If approved, the transaction will result in the demerger of identified Indian business, along with the US, UK and the rest of the world businesses of Evolutionary Systems to Trans American Information Systems. Simultaneously, Mastek (UK), another wholly owned subsidiary of Mastek, signed a definitive agreement on February 8, 2020 to acquire the Middle East business of Evolutionary Systems. Mastek is an enterprise digital transformation specialist that engineers excellence for customers in the UK, US and India. Partner Sharad Abhyankar, supported by partners Sharad Abhyankar, and Shailendra Bhandare, led the firm’s team in the transaction, while DLA Piper London acted as overseas counsel.

Khaitan & Co has also advised Cactus Communications on the acquisition by its subsidiary, Cactus Communications Services (Singapore), of 100 percent stake (Class A and Class C units) in Unsilo (Denmark) from its founders and other investors, namely Thomas Laursen and Mads Rydahl, through their holding entity BioQL Invest ApS; Styrelsen for Institutioner og Uddannelsesstøtte; Capnova; Scale Invest ApS; and Infosys SRO. The deal was completed on January 28, 2020. Cactus Communications is a global scientific communications company that collaborates with researchers across academic disciplines, universities, publishers, societies, and life science organisations to accelerate research impact. Unsilo provides AI tools and solutions for publishers to grow their business and improve customer experience. Partner Ashraya Rao, supported by partner Adheesh Nargolkar, led the firm’s team in the transaction, while Plesner Advokatpartnerselskab acted as Danish counsel. SMV Support advised the founders and Unsilo.

L&L Partners has advised Adani Electricity Mumbai and Power Distribution Services, as the obligors, on Adani’s issuance of US$1 billion senior secured notes due 2030. The transaction is the first offering by a private Indian utility offering a unique combination of regulatory assets, fixed costs, regulated tariffs and assured cash flows, with minimal counterparty risk. The notes were offered to investors within and outside the US, pursuant to Rule 144A and Regulation S under the US Securities Act. Partners Rohit Raghavan and Jitesh Shahani led the firm’s team in the transaction.

Maples Group has acted as Cayman Islands and BVI counsel to CIFI Holdings (Group) on its issue of US$567 million six percent senior notes due 2025. The notes are listed in Hong Kong. CIFI Holdings is engaged in property development and property investment in China. The issue closed on January 16, 2020. Partner Lorraine Pao led the firm’s team in the transaction, while Sidley Austin acted as Hong Kong and US counsel. Davis Polk & Wardwell acted as US counsel to the initial purchasers.

Maples Group has also acted as BVI counsel to Zhongrui Industrial Group on its issuance of US$70 million 12 percent guaranteed senior notes due 2022, unconditionally and irrevocably guaranteed by Zhengzhou Zhongrui Industrial Group, China Coal Solution and Hechang Real Estate Group, and the tap issuance of US$30 million 12 percent guaranteed senior notes due 2022, to be consolidated and form a single class with the original notes, unconditionally and irrevocably guaranteed by Zhengzhou Zhongrui Industrial Group, China Coal Solution and Hechang Real Estate Group. The notes are listed in Singapore. The issue closed on January 15, 2020. Juno Huang led the firm’s team in the transaction, while Latham & Watkins acted as US counsel and Zhong Lun Law Firm acted as China counsel. Norton Rose Fulbright Hong Kong acted as US counsel, while Jingtian & Gongcheng acted as China counsel to Haitong International Securities, as the initial purchaser.

Paul Hastings has advised CJ ENM on its strategic investment in and partnership with Skydance Media. CJ ENM’s investment was part of a US$275 million strategic equity investment in Skydance Media by both new and existing investors. CJ ENM is Asia’s leading entertainment and merchandising company headquartered in Seoul, Korea. Its entertainment division engages in a wide array of businesses across the industry spectrum, including media content, music, film, performing arts, and animation, providing its top-notch original content to various media platforms. Corporate partners Daniel Kim and Stephen Saltzman led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is acting for Merrill Lynch (Singapore), the sole financial adviser to Frasers Logistics & Industrial Asset Management, on the proposed S$1.58 billion (US$1.14b) merger, via a trust scheme of arrangement, between Frasers Logistics & Industrial Trust and Frasers Commercial Trust. Partners Sandy Foo and Lee Xin Mei are leading the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for ISEC Healthcare on the mandatory conditional cash offer by CEL Impetus Corporate Finance, for and on behalf of Aier Eye International (Singapore), for all the issued and paid-up ordinary shares in the capital of ISEC, other than those already owned, controlled or agreed to be acquired by Aier and parties acting in concert with it. Partners Evelyn Wee and Hoon Chi Tern led the firm’s team in the transaction.

Deals – February 12, 2020

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Allen & Gledhill has advised Medco Energi Internasional on the issue of US$650 million 6.375 percent senior notes due 2027. Partner Glenn Foo led the firm’s team in the transaction.

Allen & Gledhill has also advised City Developments on the issue of S$200 million (US$144.3m) 2.7 percent notes due 2025, under its S$5 billion (US$3.6b) multicurrency medium term note programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners has advised Millennia Realtors on the acquisition by Mitsui Fudosan (Asia) of a 50 percent stake in Akarshak Infrastructure. Partners Sai Krishna Bharathan and Vivek Bajaj led the firm’s team in the transaction, which was completed on January 28, 2020.

AZB & Partners has also advised Sagent Lending Technologies and Indecomm Global Services (India), portfolio companies of Warburg Pincus, on Indecomm’s acquisition of certain assets of ISG Novasoft Technologies, a subsidiary of Chambal Fertilizers and Chemicals, in India. Partners Anil Kasturi, Nandita Govind and Ashish Pareek led the firm’s team in the transaction, which was completed on January 30, 2020.

CNPLaw has advised a Singapore biotechnology company involved in cancer research on raising S$15 million (US$10.8m) from US and Japanese venture capital firms. This financing round represents the client’s series B funding and strategically positions the client for future market entry into the US. Partner Ken Chia and managing partner Lisa Theng led the firm’s team in the transaction.

Davis Polk has advised China ZhengTong Auto Services Holdings on its US$160 million Regulation S offering of 12 percent guaranteed senior notes due 2022. The notes were guaranteed by certain ZhengTong subsidiaries. Hong Kong-listed ZhengTong is a leading 4S dealership group in China, with a diversified brand portfolio covering 20 popular automobile brands, in particular luxury and ultra-luxury brands. It has a total of 141 automobile dealership stores across China. Corporate partners Gerhard Radtke and Yang Chu led the firm’s team in the transaction.

J Sagar Associates has advised Fleetx Technologies and its promoters on its Series A2 round of US$2.8 million led by Beenext Emerging Asia. Fleetx operates a fleet management and predictive analysis platform, and engages in providing fleet management solutions, including service, product, import, export and sales, in the fleet and logistics industry. Partner Archana Tewary led the firm’s team in the transaction.

J Sagar Associates has also advised Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden on its capital commitment of US$15 million in a structured equity scheme of BanyanTree India Growth Capital Fund, managed by BanyanTree Finance. BanyanTree India Growth Capital Fund is registered as a Category II AIF with the SEBI, under SEBI (Alternative Investment Funds) Regulations 2012. Partner Manav Raheja, supported by partner Dina Wadia, led the firm’s team in the transaction. The fund and BanyanTree Finance were represented by IC Universal Legal.

Maples and Calder has acted as Cayman Islands counsel to Phoenix Tree Holdings, a Cayman Islands company, on its IPO of 9.6 million American depositary shares, representing its Class A ordinary shares, and the listing of such ADSs in New York. Phoenix Tree Holdings is one of the largest co-living platforms in China. The offering, which closed on January 22, 2020, raised approximately US$130 million. Partner Matt Roberts led the firm’s team in the transaction, while Simpson Thacher & Bartlett acted as US counsel. Latham & Watkins acted as US counsel to Citigroup Global Markets, Credit Suisse Securities (USA) and JP Morgan Securities, as the representatives of the underwriters.

Maples and Calder has also acted as BVI counsel to Sure First on its issuance of US$150 million two percent secured guaranteed exchangeable bonds due 2025, unconditionally and irrevocably guaranteed by Weigao Holding. The bonds are listed in Singapore, and are exchangeable into the H shares of Rmb0.10 (US$0.014) each of Hong Kong-listed Shandong Weigao Group Medical Polymer Company. The issuance closed on January 16, 2020. Partner Matt Roberts also led the firm’s team in the transaction, while Simpson Thacher & Bartlett acted as Hong Kong counsel and Zhong Lun Law Firm acted as China counsel. Linklaters acted as Hong Kong counsel, while Haiwen & Partners acted as China counsel to Credit Suisse (Hong Kong), the sole book-runner.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is advising Viking Offshore and Marine on its S$5 million (US$3.6m) placement of shares in connection with a restructuring proposal, which includes a debt write-off pursuant to a creditors’ scheme. Partners Danny Lim and Cynthia Wu are leading the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is also advising Darco Water Technologies on its S$6.54 million (US$4.7m) placement of shares. Partners Danny Lim and Cynthia Wu are also leading the firm’s team in the transaction.

S&R Associates has represented Everstone Group on a proposed investment of Rs14.5 billion (US$203.5m) by Brookfield Business Partners, together with its institutional partners, in IndoStar Capital Finance, an Indian listed non-banking finance company promoted by the Everstone Group. The transaction involves acquisition of 40 percent stake in Indostar, through a combination of subscription to securities and purchase of shares from the existing promoter and mandatory tender offer. Partners Sandip Bhagat and Rachael Israel, supported by competition practice head Simran Dhir, led the firm’s team in the transaction, which is subject to closing conditions, including approvals from regulatory authorities.

Thanathip & Partners is advising Principle Capital on the disposition by its subsidiary of the entire interest in Bangkok Management. Nitchaya Vaneesorn led the firm’s team in the transaction, which was valued at Bt1.3 billion (US$41.6m).

Thanathip & Partners is also advising Istithmar Hotels FZE and Istithmar Building FZE, subsidiaries of Dubai World group, on the dispositions of their entire interest in the companies operating W Hotel Koh Samui. Nitchaya Vaneesorn also led the firm’s team in the transaction.

WongPartnership is acting for Temasek Holdings on its joint venture with EQT Infrastructure IV fund in the establishment of O2 Power, a renewable energy platform in India, to develop utility-scale renewable projects worth US$500 million. Partners Low Kah Keong and Ye Zi led the firm’s team in the transaction.

WongPartnership has also acted for Northstar on its investment into Zenius Education with a Series A funding of US$20 million. Partner Kyle Lee led the firm’s team in the transaction.

Deals – February 5, 2020

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Allen & Gledhill has advised DBS Bank, as the arranger and dealer, on the establishment by Allgreen Treasury of a S$2 billion (US$1.46b) multicurrency debt issuance programme, guaranteed by Allgreen Properties. The firm also advised DBS, as sole lead manager and book-runner, on the issue of S$250 million (US$182.4m) 3.15 percent notes due 2025 under the programme. Deutsche Bank Singapore Branch was appointed principal paying agent, CDP registrar and CDP transfer agent. Deutsche Bank, acting through its Hong Kong Branch was appointed non-CDP paying agent, non-CDP registrar and non-CDP transfer agent. DB International Trust (Singapore) was appointed trustee. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised YTL Starhill Global Reit Management and Starhill Global Reit MTN on the establishment of the S$2 billion (US$1.46b) multicurrency debt issuance programme by HSBC Institutional Trust Services (Singapore), as trustee of Starhill Global Real Estate Investment Trust, Starhill Global Reit MTN and certain other wholly-owned subsidiaries of Starhill Global Reit. YTL Starhill Global Reit is the manager of Starhill Global Reit. Partners Ong Kangxin and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners is advising Visa on its Rs377.24 billion (US$5.3b) acquisition of 100 percent stake of Plaid. Partners Anu Tiwari and Vipul Jain are leading the firm’s team in the transaction, which was signed on January 13, 2020 and is yet to be completed.

AZB & Partners has also advised DFM Foods and its promoters on the acquisition by Advent of 73.7 percent stake in DFM. Partners Gautam Saha, Sachin Mehta and Dushyant Bagga led the firm’s team in the transaction, which was valued at Rs9.4 billion (US$132.2m) and was completed on January 15, 2020.

CNPLaw has acted for one of Japan’s leading fresh produce distributors on its more than S$30 million (US$21.9m) investment in equity and exchangeable debt in a Singapore fresh fruit wholesale trader. Partner Ken Chia led the firm’s team in the transaction, was finalised on November 29, 2019 and marks the client’s entry into the Singapore market.

CNPLaw has also acted for a Hong Kong-listed pharmaceutical company on its S$2 million (US$1.46b) investment, via the purchase of convertible notes by its investment arm, in a Singapore biotechnology company. The investment contributes towards the advancement of diabetes cell therapy research in Singapore, which is currently undertaken by the Singapore biotechnology company. Partner Ken Chia also led the firm’s team in the transaction, which was completed on December 5, 2019.

Davis Polk has advised Zai Lab on its follow-on offering of approximately US$300 million American depositary shares, representing 5.5 million ordinary shares by the company and 500,000 ordinary shares by its selling shareholder. The ADSs are listed on the Nasdaq. Zai Lab is a China and US-based innovative commercial stage biopharmaceutical company, focused on bringing transformative medicines for cancer, infectious and autoimmune diseases to patients in China and around the world. Partner Richard Truesdell Jr led the firm’s team in the transaction.

Davis Polk has also advised the initial purchasers on the Regulation S offering of US$300 million principal amount of 8.75 percent senior notes due 2021 by RongXingDa Development (BVI). The notes are guaranteed by Shenzhen-listed RiseSun Real Estate Development, a leading real estate developer in China, focusing on developing quality residential properties. Partner Gerhard Radtke led the firm’s team in the transaction.

Gibson, Dunn & Crutcher has advised 3B Scientific, a portfolio company of JH Whitney Capital Partners, on the acquisition of iSimulate. Based in Hamburg, Germany, 3B Scientific is the world’s leading manufacturer and marketer of anatomical models and medical simulation products for healthcare and patient education. Headquartered in Canberra, Australia, iSimulate is a leader in clinical education technology offering smart and cost-effective medical simulation solutions. The acquisition is anticipated to be consummated in the first quarter of 2020. Frankfurt finance partner Sebastian Schoon and US corporate partner Saee Muzumdar led the firm’s team in the transaction, while Clayton Utz also advised 3B Scientific and JH Whitney Capital Partners. Pepper Hamilton and MinterEllison advised iSimulate.

Gibson, Dunn & Crutcher is also advising New York-listed Celanese, a global chemical and specialty materials company, on its acquisition of Nouryon’s redispersible polymer powders business offered under the Elotex brand. As part of the acquisition, Celanese will acquire all of Nouryon’s global production facilities for redispersible polymer powders across Europe and Asia, all products under the Elotex portfolio, as well as all customer agreements, technology and commercial facilities globally. Elotex is one of the world’s leading manufacturers of redispersible polymer powders. Partners Jonathan Whalen (Dallas), Dirk Oberbracht (Frankfurt), Wilhelm Reinhardt (Frankfurt) and Fang Xue (Beijing), supported by partners James Chenoweth (Houston), Hans Martin Schmid (Munich), Krista Hanvey (Dallas), and Mark Zimmer (Munich), Christian Riis-Madsen (Brussels) and Jens-Olrik Murach (Brussels), are leading the firm’s team in the transaction, which is expected to close in the second quarter of 2020, subject to customary closing conditions, regulatory approvals and completion of the works council process.

Kanga & Co acted as the legal advisers to Excel Crop Care in the proposed amalgamation of Excel Crop Care, a leading manufacturer of crop protection chemicals in India with Sumitomo Chemical India, a wholly-owned subsidiary of the US$19.7 bn chemical giant, Sumitomo Chemical Company, Japan. Sumitomo Chemical Company, Japan and Sumitomo Chemical India Limited were part of the promoter and promoter group of Excel Crop Care. The transaction was a reverse merger wherein a listed company amalgamated with an unlisted company. Kotak Mahindra Capital Company acted as financial adviser to Excel Crop Care. KPMG India acted as project adviser to Excel Crop Care and Sumitomo Chemical India on tax and regulatory matters. DSK Legal and Pioneer Legal acted as legal advisers to Sumitomo Chemical India. Partners Preeti Mehta and Chetan Thakkar led the firm’s team on the transaction.

Maples and Calder has acted as Cayman Islands counsel to OneConnect Financial Technology on its IPO in New York of approximately 31.2 million American depositary shares, raising approximately US$312 million. OneConnect is a leading technology-as-a-service platform for financial institutions in China. Partner Lorraine Pao led the firm’s team in the transaction, while Cleary Gottlieb Steen & Hamilton acted as US counsel. Simpson Thacher & Bartlett acted as US counsel to Morgan Stanley & Co, Goldman Sachs (Asia), JP Morgan Securities, Ping An of China Securities (Hong Kong), BofA Securities and HSBC Securities (USA), CLSA and KeyBanc Capital Markets, as the underwriters.

Maples and Calder has also acted as Cayman Islands counsel to EHang Holdings on its IPO of 3.2 million American depositary shares, representing its Class A ordinary shares, and the listing of such ADSs on the Nasdaq. EHang Holdings is an autonomous aerial vehicle technology platform company. The offering, which closed on December 16, 2019, raised approximately US$40 million. Partners Greg Knowles and Richard Spooner led the firm’s team in the transaction, while Cooley acted as US counsel. Latham & Watkins acted as US counsel to Morgan Stanley & Co, as the representative of the underwriters.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is advising CIIC Group on its S$4 million (US$3m) equity investment in Swee Hong, via a restructuring proposal which includes a debt write-off pursuant to a creditors’ scheme. Partners Danny Lim and Cynthia Wu are leading the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is also advising TEE International on its S$50.62 million (US$37m) disposal of shares in its subsidiary, TEE Land, to Amcorp Supreme. Consequent to the disposal, Amcorp Supreme has launched a pre-conditional mandatory general offer for TEE Land at S$0.179 (US$0.13) per share, which values the company at S$80 million (US$58.4m). Partner Danny Lim is leading the transaction.

S&R Associates has represented C&S Electric, a leading manufacturer of electrical and electronic equipment, and its promoter shareholders on the sale of approximately 99 percent of equity shares to Siemens for approximately Rs21 billion (US$295.3m). Corporate partners Sanjeev Adlakha and Shivaji Bhattacharya and competition practice head Simran Dhir led the firm’s team in the transaction, which is subject to closing conditions, including approval of the Competition Commission of India.

Thanathip & Partners has advised Bangkok Commercial Asset Management (BAM) and Financial Institutions Development Fund on BAM’s IPO of approximately 1.8 billion shares, consisting of approximately 1.25 billion existing shares, 280 million newly issued shares and 230 million over-allotment option shares. BAM offered a Regulation S international offering of up to 207.25 million shares outside of Thailand, through UBS Hong Kong Branch as international placement agent, and a Thai offering of up to 1.33 billion shares in Thailand, through Kasikorn Securities and Trinity Securities as lead underwriters. The total value of the offering was approximately Bt30.9 billion (US$998m). Partner Thanathip Pichedvanichok led the firm’s team in the transaction, which is the biggest privatisation in Thailand and the largest IPO of a financial institution in Southeast Asia.

Thanathip & Partners is also advising LH Mall & Hotel, a subsidiary of Land & House, one of Thailand’s largest real estate developers, on the additional investment by LHHOTEL in one of its properties, the Grand Centre Point Sukhumvit 55, with the total value of approximately Bt4.3 billion (US$139m), to be followed by an additional fund raising by LHHOTEL through a public offering of not more than Bt3.3 billion new Reit units by the second quarter of 2020. Partner Chawaluck Sivayathorn Araneta led the firm’s team in the transaction.

The Capital Law Office has acted for Thanachart Capital and Thanachart Bank on a major business merger with TMB Bank to become the sixth largest bank in Thailand. The multi-faceted acquisition represents the Thai banking industry’s largest merger to date, with a transaction value of US$5.1 billion. Partners Chatri Trakulmanenate, Pakdee Paknara and Patraporn Milindasuta led the firm’s team in the transaction, which closed in December 2019.

The Capital Law Office has also acted for Thailand’s Government Savings Bank on the sale of its 25 percent interest in the issued share capital of Thanachart Fund Management (TFUND), to Prudential, an affiliate of Eastspring Investments (Singapore). At closing in December 2019, Prudential owned 50.1 percent of TFUND, while TBANK retained a 49 percent interest. Partners Chatri Trakulmanenate and Pakdee Paknara led the firm’s team in the transaction, which was valued at US$69.1 million.

Deals – January 29, 2020

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AZB & Partners has advised ICICI, HDFC and HSBC on the proposals by Jubilant Life Sciences to avail of a rupee term loan not exceeding Rs3.75 billion (US$52.7m) with a sub-limit in the form of FCNR (B) facility from ICICI, and to create a common security package to secure the ICICI facility, and the borrowings proposed to be availed by it from HSBC and HDFC. Partners Gautam Saha and Pallavi Meena led the firm’s team in the transaction, which was completed on January 7, 2020.

AZB & Partners has also advised Apeejay Surrendra Park Hotels on its IPO of equity shares with face value of Rs1 (US$0.014) each, aggregating up to Rs10 billion (US140.4m), comprising of a fresh issue of equity shares up to Rs4 billion (US$56m) and an offer for sale of equity shares aggregating up to Rs6 billion (US$84m). Partners Madhurima Mukherjee and Agnik Bhattacharyya led the firm’s team in the transaction.

Baker McKenzie is advising Tencent Holdings on its offer, through an indirectly-owned subsidiary, to acquire all of the shares of Funcom not owned by Tencent through a voluntary cash offer of NOK17 (US$1.86) per share. The offer values the total share capital of Funcom at NOK1.33 billion (US$145.7m) on a fully diluted basis. Funcom’s management and supervisory boards unanimously recommended to shareholders to accept the offer. Hong Kong partner Tracy Wut is leading the firm’s team in the transaction, while AGP Advokater AS (Norway) is also advising Tencent. Advokatfirmaet CLP DA (Norway) and Weidema van Tol (The Netherlands) are advisingFuncom.

Baker McKenzie and Esin Attorney Partnership have advised IC İÇTAŞ İnşaat Sanayi ve Ticaret on the sale of 51 percent of its interest in ICA IC İÇTAŞ ASTALDI Üçüncü Boğaz Köprüsü ve Kuzey Marmara Otoyolu Yatırım ve İşletme, making it the largest Chinese outbound investment in Turkey in 2019. Under the terms of the agreement, IC ICTAS and the Chinese consortium will be undertaking the financing, design, construction, operation and all maintenance and repair of the Northern Marmara Motorway Odayeri-Paşaköy Section, including the Third Bosphorus Bridge, located in Istanbul, Turkey. IC İÇTAŞ is the flagship company of IC İbrahim Çeçen Yatırım Holding. It is one of the leading construction and concession investment companies in Turkey. The consortium is composed of China Merchants Expressway Network & Technology Holdings, China Merchants Union (BVI), Jiangsu Expressway, Zhejiang Expressway, Anhui Expressway and Sichuan Expressway. Partners Ismail Esin and Caner Elmas of Baker McKenzie’s member firm Esin Attorney Partnership in Istanbul, assisted by partner Tracy Wut of Baker McKenzie in Hong Kong and partner Maggie Chen of Baker McKenzie FenXun Joint Operation in Shanghai, led the firms’ teams in the transaction, which is subject to closing conditions.

Clove Legal has advised Integrace, a True North-backed pharma venture, on the acquisition of gynaecology business from Glenmark Pharmaceuticals. Partner Amit Sirsikar led the firm’s team in the transaction. Cyril Amarchand Mangaldas, led by partner Manisha Kumar, advised Glenmark Pharmaceuticals.

Davis Polk has advised the initial purchasers on the Regulation S offering of US$450 million 10.875 percent notes due 2023 by Fantasia Holdings. Concurrently with the offering, the firm advised the dealer managers on a cash tender offer by Fantasia Holdings for approximately 13.3 percent of its outstanding 8.375 percent senior notes due 2021. Fantasia Holdings is a property developer and property-related service provider in China. Hong Kong partners Gerhard Radtke and Yang Chu led the firm’s team in the transaction.

Davis Polk has also advised the initial purchasers on a US$200 million Regulation S only offering by China South City Holdings of its 11.5 percent senior notes due 2022, to be consolidated and form a single series with the US$150 million 11.5 percent senior notes due 2022 issued on December 12, 2019. Hong Kong-listed China South City Holdings is a developer and operator of large-scale, integrated logistics and trade centres in China. Hong Kong partners Gerhard Radtke and Yang Chu also led the firm’s team in the transaction.

Maples and Calder has acted as Cayman Islands and BVI counsel to Maike Tube Industry Holdings on its IPO of 98.4 million shares and listing in Hong Kong. Maike Tube is a manufacturer of standard prefabricated pipe nipple products and steel pipe products. The offering, which closed on December 18, 2019, raised approximately HK$236 million (US$30.4m). Partner Derrick Kan led the firm’s team in the transaction, while Eric Chow & Co, in association with Commerce & Finance and Beijing Deheng Law Offices, acted as Hong Kong and China counsels, respectively. Deacons and Global Law Office acted as Hong Kong and China counsels to the sole sponsor, Fortune Financial, and the underwriters.

Maples and Calder has also acted as Cayman Islands and BVI counsel to JS Global Lifestyle on its IPO of 499.83 million shares and listing in Hong Kong. JS Global is a global leader in high-quality, innovative small household appliances. The offering, which closed on December 18, 2019, raised approximately HK$2.6 billion (US$334.5m). Partner Derrick Kan also led the firm’s team in the transaction, while Clifford Chance advised on Hong Kong and US laws and Grandall Law Firm advised on Chinese law. The joint sponsors, Credit Suisse, Morgan Stanley and ICBC International, and the underwriters were represented by Paul Hastings as to Hong Kong and US laws and by Commerce & Finance as to Chinese law.

Simpson Thacher has represented Phoenix Tree Holdings (Danke) on its IPO and listing in New York. The offering comprised 9.6 million American depositary shares, representing 96 million Class A ordinary shares, before the exercise of the underwriters’ overallotment option. The base offering size was US$129.6 million. Citigroup, Credit Suisse, JP Morgan and Tiger Brokers acted as the underwriters. As one of the largest co-living platforms in China with the fastest growth, Danke is redefining the residential rental market through technology and aims to help people live better. Danke sources and leases apartments from individual property owners on a long-term basis, designs, renovates and furnishes such apartments in a standardised and stylish manner, and rents them out to individual residents. Capital markets partners Chris Lin and Yi Gao led the firm’s team in the transaction.

Skadden has advised I-MAB, a Chinese biotechnology company, on its US$104 million IPO of ADS on Nasdaq. Shanghai-based I-MAB is developing drugs to treat cancers and autoimmune disorders. Trading commenced on January 17, 2020. Hong Kong partner Julie Gao and Shanghai partner Haiping Li led the firm’s team in the transaction.

Skadden has also advised Citigroup Global Markets, Haitong International Securities, AMTD Global Markets, Needham & Company, Tiger Brokers (NZ) and Prime Number Capital as underwriters on the US$45 million IPO of ADS by Lizhi on Nasdaq. Lizhi is an interactive audio-streaming platform for user-generated content in China. Trading commenced on January 17, 2020. Hong Kong partner Julie Gao led the firm’s team in the transaction.

 

Deals – January 22, 2020

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AZB & Partners has advised Munich Health Holding on the Rs14.96 billion (US$210m) acquisition by Housing Development Finance Corporation of a majority of the shares of HDFC ERGO Health Insurance, formerly Apollo Munich Health Insurance, from Apollo Hospitals Group and other HDFC ERGO shareholders. Partners Rajendra Barot and Arvind Ramesh led the firm’s team in the transaction, which was completed on January 9, 2020.

AZB & Partners has also advised Deutsche Bank and The Hongkong and Shanghai Banking Corporation, as the arrangers, on the update by Shriram Transport Finance of the US$2 billion global medium term note programme to US$3 billion global medium term note programme. Partners Varoon Chandra and Richa Choudhary led the firm’s team in the transaction, which was completed on December 27, 2019.

Clifford Chance has acted as international counsel, while Yegin Ciftci Attorney Partnership has acted as transaction and Turkish law counsel to a consortium comprised of China Merchants Expressway Network & Technology Holdings, China Merchants Union (BVI), Jiangsu Expressway, Zhejiang Expressway, Anhui Expressway and Sichuan Expressway on its proposed acquisition of a 51 percent stake in ICA. ICA is the concessionaire of the Third Bosphorus Bridge and the Northern Marmara Motorway in Turkey, connecting the Asian and European sides of Istanbul, and is strategically located in the north western Turkish region of Marmara for freight and passenger transportation. The acquisition represents one of the largest infrastructure M&A transactions in Turkey, and a landmark cross-border investment by Chinese investors in Turkey. Yegin Çiftçi Istanbul corporate/M&A partner Itır Çiftçi and Clifford Chance M&A partner Fang Liu, supported by partners Frank Yuen and Tianning Xiang, led their firm’s respective teams in the transaction, which is subject to customary closing conditions.

J Sagar Associates has advised Raag Technologies and Services and its promoters on the 100 percent acquisition made by Spoton Logistics, the logistics arm of Samara Capital. Raag engages in warehousing and logistics services. Spoton started its journey in 2012, when private equity firm India Equity Partners bought the domestic business from TNT India. In 2018, Spoton partnered with a consortium of investors, led by Samara Capital, to invest into and build out the next stage of Spoton’s growth. Spoton provides logistics services to an array of sectors all over India. Spoton purchased 65 percent of the share capital of Raag on closing date, and has a commitment to purchase the 35 percent balance over a period of three years, based on performance. Partners Aarthi Sivanandh and Bhavana Alexander led the firm’s team in the transaction. Spoton Logistics was represented by Economic Law Practice.

J Sagar Associates has also advised Axis Capital and ICICI Securities, as the book-running lead managers, on the proposed IPO of Rossari Biotech. Rossari has filed a draft red herring prospectus with the SEBI for an offer of equity shares comprising a fresh issue of up to Rs1.5 billion (US$21m) and an offer for sale of up to 10.5 million equity shares by Rossari promoters, namely Edward Walter Menezes and Sunil Srinivasan Chari. Rossari is one of the leading specialty chemicals manufacturing companies and the largest manufacturer of textile specialty chemicals in India. They operate in India, as well as in 17 foreign countries. Partners Vikram Raghani and Arka Mookerjee led the firm’s team in the transaction.

Khaitan & Co has advised Hyderabad Industries on the sale and transfer, through a slump sale arrangement on a going concern basis, of its calcium silicate insulation products division, operated under the brand ‘HYSIL’, to Calderys India Refractories for Rs800 million (US$11.2m). Partner Niren Patel, supported by director Vinita Krishnan, led the firm’s team in the transaction.

Khaitan & Co has also advised Wadhawan Global Capital on the sale of 100 percent of the share capital of DHFL General Insurance to Navi Technologies, subject to the receipt of the approval of the Insurance Regulatory and Development Authority of India and satisfaction of other conditions precedent. Pursuant to this transaction, Navi Technologies intends to enter into the insurance sector. Partner Niren Patel also led the firm’s team in the transaction.

Maples and Calder has acted as Cayman Islands counsel to China YuHua Education, a Cayman Islands exempted company listed in Hong Kong, on its issuance of approximately HK$2.1 billion 0.9 percent convertible bonds due 2024, convertible into its ordinary shares, which closed on December 27, 2019. China YuHua Education is one of the leading private school operators in China. Juno Huang led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher Flom advised on English and Hong Kong law, and Tian Yuan Law Firm advised on Chinese law. Linklaters advised the Bank of America Securities, as sole global coordinator, book-runner and lead manager, and The Bank of New York Mellon London Branch, as the trustee, on English law and Hong Kong law, respectively. JunHe advised Bank of America Securities on Chinese law.

Maples and Calder has also acted as Cayman Islands counsel to Hydoo International Holding on its offer to exchange any of the outstanding US$157 million 12 percent senior notes due 2020 for a combination of its approximately US$111.7 million 14 percent senior notes due 2021 and US$81.8 million 14 percent senior notes due 2021, and on the issuance of approximately US$81.8 million 14 percent senior notes due 2021. The firm also acted as BVI counsel to certain Hydoo BVI subsidiaries, who guaranteed the notes. The notes are listed in Singapore, and the transaction closed on December 19, 2019. Juno Huang also led the firm’s team in the transaction, while DLA Piper acted as Hong Kong and US counsel, and Global Law Offices acted as China counsel. Sidley Austin acted as US counsel, while Jingtian & Gongcheng acted as China counsel to the initial purchasers, including AMTD Global Markets, BNP Paribas, Kaisa Financial Group and Fulbright Securities.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Gaw Capital Partners on obtaining approximately S$945 million (US$700m) syndicated green loan financing to Ophir-Rochor Commercial from three banks, secured by Duo Tower and Duo Galleria at 3 and 7 Fraser Street, Singapore. Partners Norman Ho and Cindy Quek led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for Bintan Alumina Indonesia (BAI) on the US$80.23 million investment by Malaysia-listed Press Metal Aluminium Holdings of a 25 percent stake in BAI, with the funding going towards a second phase of BAI’s aluminium oxide refinery project to double its capacity. The majority shareholder of BAI is an indirect subsidiary of Shanghai-listed Shandong Nanshan Aluminium. Partners Cheng Yoke Ping, Chia Lee Fong and Cynthia Wu led the firm’s team in the transaction.

Shook Lin & Bok is acting for DBS Trustee, the trustee of Mapletree North Asia Commercial Trust, on the acquisition from Mapletree Investments of an effective interest of 98.47 percent in two freehold, multi-tenanted office properties in Greater Tokyo, Japan, for S$482.5 million (US$357.6m). Partner Andrea Ng led the firm’s team in the transaction.

Weerawong, Chinnavat & Partners has advised Citigroup Global Markets, The Hongkong and Shanghai Banking Corporation and ING Bank Singapore Branch, as the dealers, on the issue of US$400 million 4.9 percent Perpetual Additional Tier 1 Capital Securities issued under the US$3 billion euro medium term note programme by TMB Bank Cayman Islands branch. The deal is the first-ever Basel III-compliant Additional Tier 1 notes from Thailand, and the largest US$ bond issuance from TMB to date. Senior partner Veeranuch Thammavaranucupt led the firm’s team in the transaction.

Deals – January 15, 2020

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Akin Gump has represented an ad hoc committee of noteholders of US$420 million senior notes issued by China Singyes Solar Technologies, a Hong Kong-listed provider of renewable energy solutions, on the financial restructuring of the senior notes and certain other debts of the China Singyes group, which has substantial operations in China and significant onshore and offshore debts. The debt restructuring was implemented via parallel schemes of arrangement in Bermuda and Hong Kong, and reached financial close on December 19, 2019. Hong Kong financial restructuring partner Naomi Moore led the firm’s team in the transaction.

Assegaf Hamzah & Partners, member firm of Rajah & Tann Asia, has acted for General Atlantic, a leading global growth equity firm, and GGV Capital, a pre-eminent global venture capital firm, on their US$150 million Series C investment in Ruangguru, an Indonesian technology company focusing on web-based education services. This investment is one of the largest fundraisings for an education technology company in Southeast Asia. It also helps solidify Ruangguru’s position as a market leader in education technology, and will aid the company in expanding its product offering across Indonesia and Vietnam. Partner Bono Daru Adji led the firm’s team in the transaction.

AZB & Partners has advised Varde Partners on the acquisition by Shubh Holdings of 100 percent equity shareholding of NCP Commercials, which owns the ‘Lodha Excelus’ business centre in Mumbai. Partners Hardeep Sachdeva and Priyamvada Shenoy led the firm’s team in the transaction, which was valued at Rs11 billion (US$155.2m) and was completed on December 26, 2019.

AZB & Partners has also advised Sterlite Technologies, through its Mauritius subsidiary, on Sterlite’s acquisition of 12.8 percent stake in ASOCS, an Israel-based technology company. Partner Anand Shah led the firm’s team in the transaction, which was completed on January 8, 2019.

Baker McKenzie has advised Gaw Capital Partners on the structuring, formation and closing of its sixth flagship Asia-Pacific real estate fund, Gateway Real Estate Fund VI (Gateway Fund VI), which raised US$2.2 billion, after obtaining approval to exceed its original hard cap of US$2 billion. The firm also assisted Gaw Capital in securing additional sidecar commitments of US$800 million to be deployed alongside the latest fund. Gaw Capital’s largest fund to date, Gateway Fund VI will focus on real estate assets in China, Japan, Vietnam, South Korea, Singapore, Southeast Asia and Australia. In addition to China’s primary gateway cities of Beijing, Shanghai, Guangzhou and Hong Kong, Gateway Fund VI will also back operating thematic platforms and pre-IPO real estate companies looking for strategic capital. Partner Jason Ng, co-chair of the global investment funds group, led the firm’s team in the transaction.

Duane Morris & Selvam has acted as international counsel to JM Financial and Edelweiss Financial Services, as the book-running lead managers, on the recent sale of Rs5 billion (US$70.6m) equity shares in Prince Pipes, in an IPO in India and concurrent private placements outside India. The equity shares are now listed in India’s stock exchanges. Jamie Benson, head of the India practice and US capital markets practice, supported by Duane Morris partner Hope Krebs, led the firm’s team in the transaction, while AZB & Partners acted as Indian counsel. L&L Partners and IndusLaw acted as Indian counsel to Prince Pipes.

J Sagar Associates has advised Metarain Distributors (Myra) and its promoters on the 100 percent acquisition of the shares of Myra by Medlife International. Myra is a Bangalore-based online start up, focusing on the online delivery of medicines. Medlife is a health-tech company, focusing on online medicine delivery, online doctor consultation and laboratory services. Myra’s investors included Times Internet, Matrix and Dream Incubator. The acquisition will be completed pursuant to two closings, and the structure contemplates a share swap mechanism, as well. The transaction documents have been executed and the first closing has been completed. Partner Archana Tewary led the firm’s team in the transaction. Medlife was represented by Trilegal, while the selling shareholders Times Internet and Matrix were represented by Shardul Amarchand Mangaldas and Rajaram Legal, respectively.

J Sagar Associates has also advised Omidyar Network (Mauritius), a US-based investment firm which focuses on social impact investments, on its Series B1 round investment in Advamedica, a Delaware corporation involved in research, development, production, marketing, sale and distribution of hemostatic medical devices and related products and services in various countries in Southeast Asia and India. The firm conducted due diligence on Advamedica’s wholly-owned Indian subsidiary, Axio Biosolutions, and advised on documentation from an Indian law perspective. Partner Archana Tewary also led the firm’s team in the transaction.

Khaitan & Co has advised Indorama Ventures on the Indian leg of its global acquisition of the chemical intermediate and surfactants businesses of Huntsman Corporation, including the manufacturing operations of Huntsman in Texas, Australia and India. The firm advised on the employment-related aspects, concerning the transfer of the business of Huntsman International (India) to Indorama Ventures Oxides Ankleshwar. With a total consideration of US$2.08 billion, the transaction is the largest deal executed by Indorama Ventures to date. Partner Anshul Prakash led the firm’s team in the transaction.

Khaitan & Co has also advised The Blackstone Group on setting-up a pan-India warehousing and logistics industrial parks platform with the Hiranandani Group. The Blackstone and the Hiranandani joint venture intends to develop additional projects across locations in India. Partners Haigreve Khaitan, Aakash Choubey, Deepak Jodhani and Harsh Parikh, supported by partners Gaurav Dasgupta, Shailendra Bhandare, and Vivek Mimani, led the firm’s team in the transaction, which marks Blackstone’s entry into the warehousing business in India.

Kirkland & Ellis has advised New York-listed Cushman & Wakefield on the formation of a new asset services company with Vanke Service. Cushman & Wakefield is among the world’s largest real estate services firms, with approximately 400 offices in 70 countries. Vanke Service is a core subsidiary of China Vanke, a leading Chinese real estate development company. The new asset services company, with more than 20,000 employees, will have over 1,000 commercial property and facility management projects in more than 80 cities across China. Corporate partners Chuan Li and Shuting Qi, supported by corporate partners Pierre-Luc Arsenault, Tzi-Yang Seow, David Yun, Li-Chien Wong, Joey Chau, Stephen Tomlinson and Robert Hayward, intellectual property partner Min Wang, and tax partners Lee Morlock and Devin Heckman, led the firm’s team in the transaction.

Maples and Calder has acted as Cayman Islands counsel to Tingyi (Cayman Islands) Holding, a Cayman Islands exempted company listed in Hong Kong, on its US$203 million acquisition of 52,637 shares in KSF Beverage Holding from Ting Hsin (Cayman Islands) Holding. KSF and its subsidiary produce and distribute beverage products in China. Juno Huang led the firm’s team in the transaction, which closed on December 31, 2019, while Sidley Austin advised on Hong Kong law.

Maples and Calder has also acted as Cayman Islands counsel to Powerlong Commercial Management Holdings on its IPO of 150 million shares and listing in Hong Kong. Powerlong is a leading commercial operational services provider in China. The offering, which closed on December 30, 2019, raised approximately HK$1.5 billion (US$193m). Karen Zhang Pallaras led the firm’s team in the transaction, while Sidley Austin advised on Hong Kong law and Grandall Law Firm advised on China law. The sole sponsor, ABCI Capital, and the underwriters were advised by Jingtian & Gongcheng on Hong Kong law and by Junhe on China law.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for the vendor on the disposal of its entire issued and paid-up share capital of a special purpose vehicle, which is the registered proprietor of Robinson Centre, a 20-storey office building in the heart of Singapore’s central business district, to Island Robinson Acquisition, a special purpose vehicle owned by the fund managed by ARA Asset Management. Partners Norman Ho, Benjamin Tay and Favian Tan led the firm’s team in the transaction.

RHTLaw Taylor Wessing has advised Kwan Yong Holdings on its successful IPO in Hong Kong on January 8, 2020, the first IPO in Hong Kong for the year. Based on the offer price of HK$0.65 (US$0.083) per share, Kwan Yong’s post-IPO market capitalisation is HK$520 million (US$67m). The offering raised HK$88.4 million (US$11.4m) in net proceeds, with the public offering 48.73 times over-subscribed. SPDB International Capital is the sole sponsor and sole global coordinator. Kwan Yong is a Singapore main contractor with more than 30 years of experience known for quality of work, especially in building construction works for the public sector. Partners Ch’ng Li-Ling and Jeremiah Huang led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has advised the consortium led by Power Finance Corporation on every aspect of the Rs40.5 billion (US$571.5m) transaction with RattanIndia Power (RIP), RattanIndia Infrastructure and RR Infralands, including structuring of the deal, advising on the Swiss challenge process, and finalising all documents with the counter parties, until the final clearance for the remittance of money to the lenders. The three companies approached the lenders with a proposal to settle the approximately Rs80 billion (US$1.13b) dues owed by RIP to the lenders. The process to find new investors was executed through a global Swiss challenge auction. The first-of-its-kind transaction, in which foreign investors have replaced Indian lenders through a process of resolution outside the NCLT framework, has opened new doors for fresh capital to flow into the distressed Indian power sector. Partner Anoop Rawat led the firm’s team in the transaction.

Shook Lin & Bok is advising CDL Hospitality Trusts on its almost S$800 million (US$594m) investment, which includes (1) the proposed redevelopment of Novotel Singapore Clarke Quay, through the divestment of Novotel Clark Quay for S$375.9 million (US$279m) and the forward purchase of a new hotel for S$475 million (US$353m) on the redeveloped site, which will be an integrated development comprising the hotel, two residential towers expected to offer around 700 apartment units, a commercial component, and a serviced residence with a hotel licence, and (2) the acquisition of W Singapore hotel at Sentosa Cove for S$324 million (US$240.6m). The proposed divestment and acquisition is expected to be completed in early 2020. Partner Andrea Ng is leading the firm’s team in the transaction.

Skadden has advised Unicorn Capital Partners, a venture capital fund-of-funds manager focused on China and other key technology markets in Asia, on the closing of Unicorn Partners Fund III, announced on December 31, 2019. The fund closed at its hard cap of US$350 million, and was oversubscribed. Unicorn founders Tommy Yip and Kah-Fai Low have 37 years of combined venture capital fund investment experience and research experience, through technology boom-and-bust cycles and generational changes in China venture capital. Geoffrey Chan, partner and head of investment management practice in Asia, led the firm’s team in the transaction.

Stephenson Harwood has advised China Hongguang Holdings on its HK$57.75 million (US$7.4m) listing in Hong Kong. China Hongguang Holdings is a glass manufacturer, specialising in the production of architectural glass products, including energy-efficient safety glass products and smart glass product. Partner Chun-Hui Lin led the firm’s team in the transaction.

S&R Associates has represented Livfin India, an SME-focused supply chain fintech firm, and its promoters, which are part of the SAR Group, on the Rs350 million (US$5m) investment round by DEG — Deutsche Investitions — UND Entwicklungsgesellschaft, a German development finance institution and a subsidiary of KfW Group. Partners Sanjeev Adlakha and Mohit Gogia led the firm’s team in the transaction, which is subject to completion of certain conditions.

Veyrah Law has advised health delivery start-up Pristyn Care on raising US$12 million in Series B funding, via subscription to Pristyn Care’s preference shares, from Sequoia Capital (along with its affiliate),Hummingbird Ventures (along with its affiliate), Greenoaks Capital and AL Trust. Founded in late 2018, Pristyn Care offers patients affordable advanced surgical care through innovative surgical techniques and recovery measures. Partner Ajay Joseph led the firm’s team in the transaction, which was completed on November 16, 2019 and announced on December 18, 2019. Algo Legal, led by partner Archan Chakraborty, advised Sequoia Capital and its affiliate. Belgium-based Cresco Business Law Firm advised Hummingbird Ventures and its affiliate.

WongPartnership is acting for Ascott Residence Trust (ART) on the entry into a put-and-call option agreement for the sale of ART’s share in a land lot, which includes the building known as Somerset Liang Court Singapore, for approximately S$163.3 million (US$121.3m), and also acting for ART as part of a consortium with City Developments and CapitaLand on the redevelopment of the Liang Court site, comprising Somerset Liang Court Singapore, Liang Court mall and Novotel Singapore Clarke Quay, into an integrated development. Partners Chan Sing Yee and Serene Soh led the firm’s team in the transaction.

WongPartnership is also acting for Sembcorp Industries on the approximately S$28 million (US$21m) acquisition of Veolia ES Singapore and the public cleaning business of Veolia ES Singapore Industrial from Veolia Environmental Services Asia. Partners Monica Yip, Mark Choy, Ameera Ashraf, Kylie Peh, Serene Soh, Kyle Lee and Chan Jia Hui led the firm’s team in the transaction.

Deals – January 8, 2020

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Allen & Gledhill has advised DBS Bank, Standard Chartered Bank (Singapore) and United Overseas Bank on the approximately S$945.36 million (US$700m) term loan facilities to Ophir-Rochor Commercial. The proceeds are to be applied towards refinancing of Ophir-Rochor’s existing indebtedness and general corporate purposes. Partner Kok Chee Wai led the firm’s team in the transaction.

Allen & Gledhill has also advised Ascendas Fund Management, the manager of Ascendas Real Estate Investment Trust, on Ascendas Reit’s US$937.6 million acquisition of 28 business park properties in the US. Deputy managing partner Jerry Koh and partners Foong Yuen Ping, Teh Hoe Yue and Jonathan Lee led the firm’s team in the transaction, which is Ascendas Reit’s first foray into the US.

AZB & Partners has advised Max India and Max Bupa Health Insurance on the Rs5.1 billion (US$71m) sale to Fettle Tone, an affiliate of True North Fund VI, of Max India’s entire 51 percent shareholding in the fully diluted share capital of Max Bupa. Partners Niladri Maulik and Anisha Shridhar led the firm’s team in the transaction, which was completed on December 16, 2019.

AZB & Partners has also advised Camden Town Technologies on the Rs1.1 billion (US$15.3m) acquisition by Goldman Sachs Group of more than 15 percent equity stake in Camden Town Technologies. Partner Anu Tiwari led the firm’s team in the transaction, which was completed on December 18, 2019.

Baker McKenzie and its Shanghai Free Trade Zone Joint Operation partner FenXun Partners has represented a Chinese SOE on a civil litigation case in the District Court for the Northern District of California. The court held that principles of international comity militated in favour of deferring to international treaties, as opposed to US law, in the production of documents and information from Chinese litigants. For the first time, the US court held that Chinese procedural law bars the voluntary production of China-located evidence in US civil litigation. In recognition of this finding and the totality of the case, the court granted the client’s application to produce evidence located in China, through the Hague Convention on the Taking of Evidence Abroad in Civil or Commercial Matters, rather than the Federal Rules of Civil Procedure, with the former generally permitting more narrow discovery on expressly identified materials. Partners Teresa Michaud (Los Angeles) and Hang Wang (Beijing) of Baker McKenzie and partner Xi Zhou (Beijing) of FenXun Partners, supported by Baker McKenzie partner Colin Murray(San Francisco), led the teams which represented the client.

Baker McKenzie has acted as Hong Kong regulatory counsel for Link Reit, Asia’s largest real estate investment trust, on its A$683 million (US$469m) acquisition of 1Market 00 Street, a 10-storey A grade office tower located in Sydney, from US private equity firm Blackstone Group. Head of Asia-Pacific Reit practice Jeremy Ong led the firm’s team in the transaction.

Baker McKenzie has also advised Northland Power on its joint venture with Shizen Energy for offshore wind project development in Chiba Prefecture, Japan. The projects have a combined capacity of approximately 600MW. Under the JV, Northland and Shizen established Chiba Offshore Wind, a 50:50 JV company that will develop early stage offshore wind projects in Chiba Prefecture. The JV will combine the strengths of Northland’s significant global offshore wind development experience, with Shizen’s strong track record of renewable energy development in Japan, to contribute to the growth of the Japanese offshore wind sector. Co-head of Tokyo renewable and clean energy group Ean MacPherson led the firm’s team in the transaction.

Clifford Chance has advised Australian private equity firm Five V Capital on its investment in funds ratings agency and investment research house Zenith Investment Partners. Five V closed its third growth capital fund earlier this year. Its acquisition of Zenith Investment Partners marks the first deal out of Fund III. Zenith Investment Partners is a leading provider of independent investment research, managed accounts and consulting services for the financial advice industry. Partner Andrew Crook and Australia managing partner Richard Gordonled the firm’s team in the transaction.

Davis Polk has advised the lead underwriters on Molecular Data’s SEC-registered IPO of 11.5 million American Depositary Shares, for gross proceeds of US$61.2 million. Each ADS represents three Molecular Data Class A ordinary shares. Molecular Data has granted the underwriters an option to purchase up to an additional 1.725 million ADSs to cover over-allotments. The ADSs are listed on the Nasdaq. Molecular Data is a leading technology-driven platform in China’s chemical industry, connecting participants along the chemical value chain through its integrated solutions. Partners Li He and James Lin led the firm’s team in the transaction.

J Sagar Associates has advised Indiabulls Real Estate and its subsidiaries on definitive agreements with entities controlled by the Blackstone Group, a globally renowned real estate private equity investor, to divest Indiabulls Real Estate’s entire stake in Mariana Infrastructure, owner of a commercial project in Gurugram, and the commercial assets/development in Mumbai. The divestment is at an enterprise value of approximately Rs8.1 billion, subject to closing adjustments, if any. Partners Lalit Kumar and Bharat Bhushan Sharma led the firm’s team in the transaction.

J Sagar Associates has also advised Air Water Japan and Air Water India on the acquisition of the specialty industrial gases manufacturing, distribution and sale business from Linde India. Air Water Japan acquired the business through its Indian subsidiary, Air Water India. Incorporated in 1929, Air Water Japan is a Japan-based listed manufacturer of industrial and medical gases. Linde Aktiengesellschaft and Praxair filed a notice with the Competition Commission of India (CCI) on the proposed merger of the two multinational industrial gases companies. The CCI approved the merger, subject to both Linde and Praxair divesting part of their business in India, to avoid an appreciable adverse effect on competition in some markets in India. Linde India was directed to sell the on-site plant at Bellary and two cylinder filling stations at Hyderabad and Chennai. The CCI approved the sale of the business by Linde India to Air Water India on October 21, 2019. Partners Sidharrth Shankar and Shantanu Jindel, supported by partners Farhad Sorabjee and Vaibhav Choukse, led the firm’s team in the transaction.

Khaitan & Co is advising Gateway Distriparks on the approximately Rs3 billion (US$41.7m) sale of its 40.25 percent shareholding interest in Snowman Logistics to Adani Logistics. The transaction has triggered a mandatory open offer requirement on the acquirer. Subject to completion of conditions precedent, the transaction is proposed to be completed as an on-market or an off-market transfer, prior to the completion of the mandatory open offer. Partner Prasenjit Chakravarti is leading the firm’s team in the transaction.

Khaitan & Co is also advising Reliance Industries on a proposed 51:49 joint venture, respectively, between the Reliance group and BP group. Subject to regulatory and other customary approvals, the JV company will own Reliance’s existing petroleum retail marketing business and operate its aviation fuel business. The parties intend to expand these businesses from the existing 1,400 retail outlets and 30 aviation fuel stations and operate them under joint branding. Corporate partners Rahul Dutt, Aakash Choubey and Akshay Bhargav, supported by partners Avnish Sharma, Rashmi Deshpande, Devendra Deshmukh, Mehul Shah, Rahul Singh, Anisha Chand, Shailendra Bhandare and Anshul Prakash, led the firm’s team in the transaction. Davis Polk Wardwell acted as international counsel to Reliance Industries.

Kirkland & Ellis has advised Wynn Macau, a leading developer, owner and operator of integrated destination resorts Wynn Palace and Wynn Macau in Macau, on the offering of US$1 billion 5.125 percent senior notes due 2029, pursuant to Rule 144A and Regulation S. Corporate partner Li-Chien Wong, supported by partners Tim Cruickshank (corporate), Ben James (corporate) and Karen Lee (tax), led the firm’s team in the transaction.

K&L Gates Straits Law has advised Singapore-based leasing company Avation on obtaining the first-ever aircraft green loan from Deutsche Bank to finance three low-carbon emission ATR 72-600 aircraft. The first aircraft was delivered to Swedish regional airline leasee Braathens Regional Airlines (BRA) in December 2019. BRA operates a fleet of ATR 72-600, which it expects will enable it to reduce its CO2 emission by 7,500 fewer tons per aircraft per year as a result. Avation’s ability to secure certification from a third party, who verified that the loan satisfied sufficient environmental, social and governance (ESG) themes for it to be considered “green”, will improve Avation’s ESG profile and help it attract more investors. Partner James Bradley led the firm’s team in the transaction.

Maples and Calder has acted as BVI counsel to Gaoxin International Investment on its issuance of US$100 million aggregate principal amount of six percent guaranteed bonds due 2022, which closed on December 2, 2019. The bonds are unconditionally and irrevocably guaranteed by Xuzhou Hi-Tech Industrial Development Zone State Asset Management. The group was established in 2006 and is the sole investment and financing platform for infrastructure investment, construction and redevelopment of shantytowns in the Xuzhou Hi-Tech Industrial Development Zone. Juno Huang led the firm’s team in the transaction, while Latham & Watkins and Jiangsu Yonglun Law Firm acted as English and China counsel, respectively. Davis Polk & Wardwell and Jiangsu Tongkai Law Firm acted as English and China counsel, respectively, to the joint lead managers, including China Investment Securities International Brokerage, Industrial Bank Hong Kong Branch, Zhongtai International Securities and CMBC Securities.

Paul Hastings has advised Credit Suisse (Hong Kong), Morgan Stanley Asia and ICBC International Capital, as the joint sponsors, on JS Global Lifestyle’s US$381 million global offering and IPO in Hong Kong. A global leader in high-quality, innovative small household appliances backed by Chinese private equity firm CDH Investments, JS Global operates a number of successful and trusted brands worldwide, including Joyoung, Shark and Ninja. Global partner and chair of Greater China Raymond Li and corporate partners Neil Torpey, Vincent Wang and Chaobo Fan led the firm’s team in the transaction.

Paul Hastings has also represented ARA Asset Management on its formation of a partnership with Straits Real Estate and ICBC International for the acquisition, via one of its private real estate funds, of Sanlin InCity, a retail mall in the Sanlin District of Pudong in Shanghai. Valued at Rmb2.42 billion (US$348.4m), the transaction is expected to close in the first quarter of 2020, subject to customary conditions. ARA is a premier global integrated real assets fund manager, with more than S$83 billion (US$61.5b) worth of gross assets in over 100 cities in 23 countries, as of June 30, 2019. Sanlin InCity is a strategically-located mall served by various transportation nodes. It is the only competitive mall with a strong population catchment of over 400,000. Partners David Wang, Paul Guan and Jia Yan led the firm’s team in the transaction.

Proskauer has advised Accor on its agreement to sell an approximately five percent stake in Huazhu Group for US$451 million. Accor will keep a stake of over five percent in Huazhu, and Accor’s chairman and CEO Sebastien Bazin will remain on the Huazhu board. This transaction is part of the continuing strategic alliance between both groups. Partner Yuval Tal, who co-heads the hospitality, gaming and leisure group and manages the Hong Kong and Beijing offices, and New York partner Jeff Horwitz, who co-heads the private equity real estate and hospitality, gaming and leisure groups, supported by partner Dan Forman, led the firm’s team in the transaction.

Rajah & Tann Singapore and Rajah & Tann NK Legal Myanmar Company, member firms of Rajah & Tann Asia, has advised Sompo Japan Nipponkoa Insurance on a first-of-its-kind acquisition of a significant minority stake in a local insurer in Myanmar, following the liberalisation of the insurance sector in Myanmar to foreign investment. Partners Chester Toh, Hiroyuki Ota, Min Thein and Kyaw Swa Myint led the firms’ teams in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Jebsen & Jessen on the S$222 million (US$164.4m) divestment of its 50 percent stake in MHE-Demag, a leading material handling company, to Finnish-listed company Konecranes. Partners Terence Quek and Dominique Lombardi led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has acted as Indian counsel to BNP Paribas and MUFG Securities on their Rs7 billion (US$97.4m) primary investment, via private placement, in the secured, listed, rated non-convertible debentures issued by Samvardhana Motherson International. Partner Shubhangi Garg led the firm’s team in the transaction.

Shardul Amarchand Mangaldas & Co has also acted as Indian counsel to Goldman Sachs on the series B-II investment led by Goldman Sachs, together with other investors, namely Naspers Fintech, Quona Capital and Flourish/Omidyar Network, in Camden Town Technologies, which operates a consumer lending fintech platform called Zestmoney. Partner Mithun Thanks, supported by partners Veena Sivaramakrishnan and Mukul Baveja, led the firm’s team in the transaction. Hogan Lovells International represented Goldman Sachs, while Anu Tiwariand Aditya Alok of AZB & Partners, and Cooley represented Zestmoney.

Skadden has represented freee KK, a leading Japanese SaaS provider of cloud-based accounting, payroll and other software solutions, on its ¥35 billion (US$322m) IPO in Tokyo. Trading commenced on December 17, 2019. Tokyo partner Kenji Taneda led the firm’s team in the transaction.

S&R Associates has represented ArcelorMittal on its Rs502.31 billion (US$7bn) joint acquisition with Nippon Steel of Essar Steel India, under the Insolvency and Bankruptcy Code, 2016. Corporate partners Rajat Sethi, Sandip Bhagat, Sudip Mahapatra and Prachi Goel, supported by head of competition practice Simran Dhir, led the firm’s team in the transaction.

S&R Associates has also represented Ncubate India Services, a SAR Group company, on the sale of 10.03 percent of the share capital of Livfin India, an NBFC providing supply chain financing, to the management team of Livfin India. Partners Sanjeev Adlakha and Mohit Gogia led the firm’s team in the transaction.

TT&A has advised Elantas Beck India on its acquisition of the intangible assets pertaining to the wire enamel business of Hubergroup India, allowing Elantas Beck to offer existing and new customers more individualised solutions, and strengthen its technology leadership in the wire enamels sector. Partner Feroz Dubash led the firm’s team in the transaction, which was valued at Rs450 million (US$6.3m) and was completed on December 24, 2019. Kanga and Co advised Hubergroup.

 

Deals – December 18, 2019

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Allen & Gledhill has advised Oversea-Chinese Banking Corporation, acting through its Sydney Branch, on the issue of A$500 million (US$342.5m) floating rate green notes due 2022, under its US$30 billion global medium term note programme. Partner Glenn Foo led the firm’s team in the transaction, which is the bank’s first green bond issuance.

Allen & Gledhill has also advised Auric Pacific Group on the S$80 million (US$59m) sale of its Food Junction business in Singapore and Malaysia to BreadTalk Group. Food Junction operates a network of 12 food courts in Singapore and three in Malaysia, with an additional food court scheduled to open in 2020 at The Mall, Mid Valley Southkey. Partners Prawiro Widjaja, Scott Clements, Eugene Ho, Eudora Tan, Shalene Jin, Tay Yong Seng and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners has advised NXP Semiconductors on its acquisition of Marvell Technology Group’s business division on a global basis, including the transfer of the assets of its Indian business. Partner Anand Shah led the firm’s team in the transaction, which was completed on December 6, 2019.

AZB & Partners has also advised Ecom Express and Eaglebay Investment, part of the Warburg Pincus group, on the acquisition by London-based CDC Group of compulsorily convertible preference shares and equity shares of Ecom’s post-closing share capital, on a fully diluted basis. Partners Anil Kasturi, Nandita Govind, Anisha Shridhar and Aditi Gopalakrishnan led the firm’s team in the transaction, which was valued at Rs2.6 billion (US$36.6m) and was completed on December 11, 2019.

Baker McKenzie is acting as Hong Kong and US law counsel to China Merchants on the global offering and listing of China Merchants Commercial Reit (CMC Reit) in Hong Kong on December 10, 2019. CMC Reit will primarily invest in commercial properties in the Greater Bay Area, Beijing and Shanghai, with its initial portfolio comprising five properties in Shekou, Shenzhen, with an aggregate value of Rmb6.68 billion (US$954.7m). Asia-Pacific Reit practice head Jeremy Ong and partners Ivy Wong, Dorothea Koo and Karen Man are leading the firm’s team in the transaction, which is the first Hong Kong Reit listing since 2013, and the first Hong Kong Reit listing by a Chinese state-owned enterprise since 2006.

Baker & McKenzie has also advised Mizuho Bank on the financing of Z Holdings’ take-over bid for Zozo. The bid closed on November 13, 2019, with acceptances for approximately 53 million shares of Zozo’s common stock at ¥2,620 (US$23.91) per share. As a result of the successful bid, Zozo became a consolidated subsidiary of Z Holdings. Tokyo banking and finance partner Shinichiro Kitamura led the firm’s team in the transaction.

Bird & Bird ATMD has advised Norwegian multinational telecom company Telenor Group on the merger of 701Search with online marketplace operator Carousell, in a part-cash, part-equity deal. The merger between Carousell and Telenor Group’s 701Search, which owns leading general classified sites Mudah in Malaysia, Cho Tot in Vietnam, and OneKyat in Myanmar, resulted in Carousell’s value rising to more than US$850 million. Following the merger, 701Search’s Singapore-based regional team will be fully integrated into Carousell. Mudah, Chotot and OneKyat will retain their individual brands and platforms, continuing their operations in Malaysia, Vietnam and Myanmar, respectively. Founded in 2012, Carousell has established itself as one of Southeast Asia’s fastest growing start-ups, with leading positions in Singapore and Hong Kong. UK partner Graeme Maguire and corporate partner Marcus Chow, supported by partners Seow Hui Goh (Singapore-employment), Michelle Chan (Hong Kong) and Beng Chai Tay (Singapore-corporate), working closely with its Malaysian co-operation firm, led the firm’s team in the transaction.

J Sagar Associates has advised Indiabulls Real Estate on the divestment to entities controlled by the Blackstone Group of its remaining 50 percent stake in each of its joint venture companies, namely Indiabulls Properties, Indiabulls Real Estate, Yashita Buildcon and Ashkit Properties. The divestment of assets is at an aggregate equity value of approximately Rs27.17 billion (US$383m). Indiabulls is also finalising the definitive documents with Blackstone for the divestment of its direct/indirect stake in companies holding assets/development at Worli, Mumbai, Sector 104 & 106, Gurugram and K G Marg, New Delhi. Indiabulls is selling its assets to achieve zero net debt at the end of the financial year. Partner Lamit Kumar led the firm’s team in the transaction. Blackstone was advised by Shardul Amarchand Mangaldas.

J Sagar Associates has also advised OFB Tech on raising Rs2.4 billion (US$33.8m) under its Series D investment round. Norwest Venture Partners was the lead investor, while Falcon Edge Capital and Matrix Partners were the participating investors. The transaction involved both primary and secondary acquisitions. Partners Lalit Kumar and Bharati Joshi led the firm’s team in the transaction. Norwest Venture Partners was represented by Shardul Amarchand and Co, while Falcon Edge Capital was advised by Goodwin Procter. Matrix Partners was advised by Rajaram Legal.

Khaitan & Co has advised Quadria Capital on its investment, through Nile II Investments Holding, in Asian Institute of Gastroenterology, by way of subscription to approximately US$52 million primary securities and purchase of shares from Samara Capital. Partner Mayank Singh led the firm’s team in the transaction.

Khaitan & Co has also advised Manjushree Technopack and its majority shareholder, Advent International, on the 100 percent acquisition, via a business transfer on a slump sale basis, by Manjushree Technopack of the entire business of National Plastics, a leading manufacturer of plastic sprayers and pumps. Partners Aakash Choubey and Aashutosh Sampat, assisted by partners Shailendra Bhandare (intellectual property) and Anshul Prakash (employment law), led the firm’s team in the transaction.

Kirkland & Ellis has represented SSG Capital Management, a leading alternative asset management firm focused on credit and special situations investing in Asia, on the closing of SSG Capital Partners V and its sidecar co-investment vehicle, securing commitments of over US$2.7 billion. The fund is SSG’s fifth closed-ended private credit fund targeting special situation and distressed investments in Asia. Investment funds partners Justin Dolling, Damian Jacobs and Jamie Hill, assisted by partners Josh Westerholm (investment funds), Phil Giglio (investment funds), Marguerite Lombardo (tax), Adam Skinner (financial services regulatory) and Elizabeth Dyer (employee benefits), led the firm’s team in the transaction.

L&L Partners has advised ArcelorMittal and Nippon Steel, two of the largest steel conglomerates in the world, on the US$7 billion acquisition of Essar Steel India, under the corporate insolvency resolution process conducted under the Insolvency and Bankruptcy Code 2016. Essar Steel India is one of the largest integrated steel producers in India. At 93 percent recovery of the debt extended by creditors, the resolution plan submitted by ArcelorMittal India provided the highest recovery offered to financial creditors, among the biggest non-performing asset accounts for banks in India referred to insolvency by the Reserve Bank of India. Essar Steel had a debt of over US$7 billion and, through this acquisition, its entire debt is proposed to be restructured and repaid by the acquirers. Senior partner Mohit Saraf, supported by partners Sudhir Sharma, Abhishek Swaroop, Late Sameen Vyas, Bikash Jhawar, Nipun Vaid, Priyanka Singh, Sundeep Dudeja, Apurva Jayant, Sachit Mathur, Abdullah Hussain, Rudresh Singh, and Rohit Raghavan, led the firm’s team in the transaction.

Maples and Calder has acted as BVI counsel to Amipeace on the update of its HK$20 billion (US$2.57b) medium term note programme, and its issuance of US$600 million 2.5 percent guaranteed notes due 2024 under the programme. The programme is guaranteed by Bank of China Macau Branch, and arranged by Bank of China, Bank of China (Hong Kong) and BOCI Asia, and listed in Hong Kong. The notes are guaranteed by the Bank of China Macau Branch, and listed in Hong Kong. The issuer is a wholly-owned subsidiary of Bank of China Group Investment. Karen Zhang Pallaras led the firm’s team in the transaction, which closed on December 5, 2019. Linklaters acted as English and Hong Kong counsel to the issuer. Allen & Overy acted as English counsel to the arrangers.

Maples and Calder has also acted as BVI counsel to Yichun Development Investment HaiTong on its issuance of US$300 million 4.2 percent credit-enhanced bonds due 2022, with the benefit of a keepwell deed provided by Yichun Development Investment Group, and an irrevocable standby letter of credit provided by Jiangxi Bank Yichun Branch. The bonds are listed in Hong Kong. The keepwell provider, with its consolidated subsidiaries, is the largest investment and financing platform for the management and operation of state-owned assets and construction of infrastructure facilities in Yichun City. Partner Derrick Kan led the firm’s team in the transaction, which closed on December 3, 2019. Freshfields Bruckhaus Deringer acted as English and Hong Kong counsel to the issuer. Latham & Watkins acted as English and Hong Kong counsel to Guotai Junan Securities (Hong Kong) and CMBC Securities, as the managers.

O’Melveny has advised Shanghai Kindly Medical Instruments on its HK$832 million (US$106.8m) IPO in Hong Kong. The global offering consists of 40 million offer shares of the company, before any exercise of the over-allotment option. The Hong Kong public shares were oversubscribed by more than 260 times. In addition, there is an over-allotment option, for a total projected offering size of HK$957 million (US$122.8m), should the over-allotment option be exercised in full. BOCOM International (Asia) is the sole sponsor. BOCOM International Securities and CMB International Capital are the joint global coordinators, joint book-runners and joint lead managers. Shanghai Kindly Medical Instruments is a leading Chinese cardiovascular interventional device manufacturer. Partners Ke Geng and Ke Zhu led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has advised Eco World Developer Holding Company on its joint venture agreement with S Hotels and Resorts, on a two-layer holding structure of two foreign entities incorporated in Seychelles and Maldives. The firm also advised on Eco World’s participation rights in a subsequent joint venture. Partners Chester Toh and Alroy Chan led the firm’s team in the transaction.

Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for Coöperatieve Rabobank Singapore Branch and Standard Chartered Bank (Hong Kong) on the US$60 million cross border financing of the acquisition by a subsidiary of Thai conglomerate, Charoen Pokphand, of CP Lotus. Partner Nicholas How led the firm’s team in the transaction.

Shearman & Sterling has advised International Finance Corporation on the US$450 million financing of six wind power projects, also known as Super Six, which will be built in the Jhimpir wind corridor in Sindh province, Pakistan. The project achieved financial close on November 15, 2019. The Super Six projects is a first-of-its-kind program to build six wind power projects in Pakistan. The project will produce clean and low-cost power to meet the country’s critical demand for energy, and reduce reliance on expensive imported fossil fuels. With a combined capacity of 310MW, the Super Six plants will generate more than 1,000 gigawatt-hours of electricity annually and is expected to reduce approximately 650,000 tons of carbon dioxide emissions per year. Partner Bill McCormack (Singapore-project development and finance) led the firm’s team in the transaction.

Wong & Partners has advised F&N AgriValley, a wholly-owned subsidiary of Fraser & Neave Holdings (F&N), on the acquisition of 4,454 hectares of leasehold land in the Northern State of Perlis for M$156 million (US$37.6m). F&N acquired the land for the upstream insourcing of fresh milk to support existing downstream production and distribution of fresh milk products in Malaysia, enabling F&N to be less dependent on imported milk, while promoting the local agricultural industry. F&N intends to develop the lands, based on a sustainability agenda, using precision agronomy technology and good practices to reduce its overall carbon footprint. The firm also advised F&N on negotiating the conditional sale and purchase agreement entered into with MSM Perlis, a wholly-owned subsidiary of MSM Malaysia Holdings. Partner Hsian Siong Yong led the firm’s team in the transaction, which was signed on October 8, 2019.

Wong & Partners and HHP Law Firm, the member firms of Baker & McKenzie International in Malaysia and Indonesia, are advising Press Metal Aluminium Holdings (PMAH), the largest aluminium smelter in Southeast Asia, on its proposed US$80.23 million investment, via subscription of 25 percent of the enlarged share capital, in Bintan Alumina Indonesia (BAI). Prior to the subscription, BAI’s shareholders are Global Aluminium International (GAI), which owned 99 percent, and Mahkota Karya Utama (MKU), which owned one percent. Post subscription, PMAH will hold a 25 percent stake in BAI, GAI will hold 72.7 percent, and MKU will hold 2.3 percent. BAI produces alumina, and is currently constructing a one-million-tonne per annum alumina refinery plant in Galang Batang, Indonesia, with expansion for another one million tonnes. This subscription will provide PMAH with long-term supply of alumina, via the purchase of not less than 50 percent of alumina produced before completion of the project, and up to 1.5 million tonnes upon completion of the project. With this, reliance on third party suppliers for alumina needs will reduce considerably, providing stability for PMAH’s smelting operations. W&P partner Ee Von Teo, supported by HHP partner Daniel Pardede, led the firm’s team in the transaction.

WongPartnership is acting for Frasers Commercial Asset Management, as manager of Frasers Commercial Trust, on the proposed merger, via trust scheme of arrangement valued at S$1.54 billion (US$1.14b), between Frasers Logistics & Industrial Trust and Frasers Commercial Trust. Managing partner Ng Wai King and partners Hui Choon Yuen, Andrew Ang, Trevor Chuan and Audrey Chng led the firm’s team in the transaction.

WongPartnership has also acted for Mapletree Investments on the closing of MASCOT, a new Australian private commercial trust, at approximately A$654 million (US$448m) in total fund equity. Partners Low Kah Keong and Felicia Marie Ng led the firm’s team in the transaction.