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Deals — July 24, 2019

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Allen & Gledhill has acted as transaction counsel to PanAsia Health (indirectly controlled by EQT Mid Market Asia III GP), as general partner of EQT Mid Market Asia III, and Nam See Investment, the founding family and substantial shareholder of Health Management International (HMI), on the S$611 million (US$447.7m) proposed acquisition, by way of a scheme of arrangement, of all shares in HMI. Partners Christopher Koh, Wong Yi Jia, Song Su-Min and Chiam Tao Koon led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to F&N Investments, a wholly-owned subsidiary of Fraser and Neave, on the establishment of its Myanmar joint venture company, Emerald Brewery Myanmar (EBM), and the development of EBM’s US$50 million greenfield brewery plant. The EBM brewery in Myanmar is expected to produce and distribute a portfolio of beer brands, including those owned by Thai Beverage, a strategic investor of F&N. Myanmar managing director Minn Naing Oo and Singapore partners Chiam Tao Koon, Sathiaseelan Jagateesan and Charmelia Sugianto led the firm’s team in the transaction.

Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has acted for Indonesia Infrastructure Guarantee Fund, as the state-backed guarantor, on the Rp8.2 trillion (US$585.6m) Makassar-Parepare Railway Project, which involved the development of a 142-km railway under the PPP funding scheme. This project is part of the National Strategic Projects launched by the Indonesian government, which aims to develop infrastructure in East-Indonesia and decentralise the development from the island of Java to other islands in Indonesia. Partners Ibrahim Sjarief Assegaf and Kanya Satwika led the firm’s team in the transaction.

AZB & Partners has advised Michael & Susan Dell Foundation on the Rs35 million (US$507,115) sale of all of the compulsorily convertible debentures held by its fund, India Educational Investment Fund, in Report Bee Edusys to a resident of India. Partners Hardeep Sachdeva and Priyamvada Shenoy led the firm’s team in the transaction, which was completed on July 12, 2019.

AZB & Partners has also advised Michael & Susan Dell Foundation on its Rs70 million (US$1m) acquisition of certain equity stake in Workex Solutions and Services, increasing its stake in Workex to approximately seven percent. Partners Hardeep Sachdeva and Priyamvada Shenoy also led the firm’s team in the transaction, which was completed on July 10, 2019.

Clifford Chance has advised China Merchants & Great Wall Ocean Strategy & Technology Fund, a fund under China Merchants Capital, on the US$174 million subscription for 19.4 percent of the outstanding common shares of Shelf Drilling. The transaction also involved the sale of two jack-up rigs and the bareboat charter of two additional jack-up rigs to Shelf Drilling. Dubai-headquartered, Oslo-listed Shelf Drilling is the world’s largest contractor of jack-up rigs, operating across four core regions, namely South East Asia, India, West Africa and MENAM (Middle East, North Africa and the Mediterranean). Partners Fang Liu and Amy Ho, supported by partners Gervais Green and Richard Blewett, led the firm’s cross-practice, cross-border team in the transaction.

CNPLaw has advised London-listed strategic investment company Symphony International Holdings on acquiring, through a wholly-owned subsidiary, a significant minority stake in Vietnam-based Indo Trans Logistics (ITL) for approximately US$42.6 million. The deal was achieved through a structured transaction entered into by the wholly-owned subsidiary of Symphony with Su Misura. Symphony is managed by Symphony Asia Holdings to provide superior capital growth by investing in high quality companies and forming long-term business partnerships with talented entrepreneurs. Founded in 2000 as a freight-forwarding company, ITL has since grown to become one of Vietnam’s “national champions” and is the largest independent integrated logistics company, with a network spread throughout Vietnam, Cambodia, Laos, Myanmar and Thailand. Partners Amit Dhume and Bill Jamieson led the firm’s team in the transaction.

Davis Polk has advised Sumitomo Mitsui Financial Group (SMFG) on its SEC-registered takedown offering of senior notes, which consisted of US$2 billion principal amount of 2.696 percent senior notes due 2024 and US$2.5 billion principal amount of 3.04 percent senior notes due 2029. The notes are structured to count as total loss-absorbing capacity (TLAC) under the Japanese TLAC regulations. SMFG is the holding company for one of the three largest banking groups in Japan. Its wholly-owned subsidiary, Sumitomo Mitsui Banking Corporation, is one of the world’s largest commercial banks by assets. Tokyo partner Jon Gray led the firm’s team in the transaction.

Davis Polk has also advised the joint lead managers on Mizuho Financial Group’s SEC-registered takedown offering of senior notes, which consisted of US$1 billion principal amount of 2.721 percent senior fixed-to-floating-rate notes due 2023, US$500 million principal amount of 2.839 percent senior fixed-to-floating-rate notes due 2025, US$750 million principal amount of 3.153 percent senior fixed-to-floating-rate notes due 2030 and US$500 million principal amount of senior floating-rate notes due 2023. The notes are structured to count as total loss-absorbing capacity (TLAC), when TLAC regulations are implemented in Japan. 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 also led the firm’s team in the transaction.

Gibson, Dunn & Crutcher is representing New York-listed EnPro Industries, a manufacturer of highly engineered industrial products, on its agreement to acquire LeanTeq, a privately-held, Taiwan-based company, which primarily provides refurbishment services for critical components and assemblies used in state-of-the-art semiconductor equipment. This equipment is used to produce the latest and most technologically advanced microchips for smartphones, autonomous vehicles, high-speed wireless connectivity (5G), artificial intelligence and other leading-edge applications. Upon completion of the acquisition, LeanTeq will be part of EnPro’s technetics group within the sealing products segment. The technetics group designs and produces custom, highly engineered components for demanding applications in the semiconductor, aerospace and nuclear markets. The transaction, which was announced on July 22, 2019, is subject to customary closing conditions, including regulatory approvals, and is expected to close in the fourth quarter of 2019. Partners Lisa Fontenot (corporate-Palo Alto), Joseph Barbeau (corporate-Palo Alto & Beijing), Dora Arash (tax-Los Angeles), Sean Feller (benefits-Century City) and Carrie LeRoy (IP transactional-Palo Alto) are leading the firm’s team in the transaction, while Lee and Li is acting as Taiwan counsel. LeanTeq is represented by Skadden, Arps, Slate, Meagher & Flom, with a team led by Palo Alto corporate partner Michael Mies.

J Sagar Associates has advised eBay Singapore Services on its investment for an acquisition of approximately 5.5 percent stake in e-commerce marketplace operator Paytm E-Commerce. The transaction also involved the execution of an agreement that will make eBay inventory accessible to tens of millions of Paytm Mall active customers in India. Joint managing partner Vivek Chandy, partners Archana Tewary and Siddharth Vedula, supported by partners Amitabh Kumar and Vaibhav Choukse, led the firm’s team in the transaction, while Mintz, Levin, Cohn, Ferris, Glovsky and Popeo PC acted as foreign counsel. Shardul Amarchand Mangaldas & Co Mumbai represented Paytm E-Commerce and the promoter Vijay Shekar Sharma, while Trilegal represented the Alibaba group, an existing investor in Paytm E-Commerce.

Khaitan & Co has advised Aditya Birla Fashion and Retail on the strategic partnership with India’s leading designers ‘Shantanu & Nikhil’, by way of acquisition of 51 percent stake in Finesse International Design, through a combination of primary equity infusion and secondary share purchase for a total consideration of Rs600 million (US$8.7m). Partner Vineet Shingal led the firm’s team in the transaction.

Khaitan & Co has also advised Horizon Ventures on the US$35 million series B investment by Horizon Ventures and Tencent Holdings into Niyo Solutions. Partner Sharad Moudgal led firm’s team in the transaction.

K&L Gates has acted as Hong Kong law counsel to BOCOM International (Asia) and Analogue Holdings, as the sponsor and underwriters, respectively, on Analogue’s successful IPO and listing in Hong Kong. Analogue is the largest E&M engineering service provider in Hong Kong, in terms of revenue in 2018. It is also a leading water and waste water treatment contractor. Analogue conducts its business in Hong Kong, Macau, Mainland China, Australia, Europe, and North and South America. Hong Kong partners Christopher Tung, Vincent Tso and Carolyn Sng led the firm’s team in the transaction.

Maples Group (Hong Kong) has acted as Cayman Islands counsel to Hevol Services Group on its IPO of 100 million shares and listing in Hong Kong. Hevol Services is a reputable market player in the property management industry in China, providing property management services, community-related services and property developer-related services. The offering, which closed on July 12, 2019, raised approximately HK$128 million (US$16.4m). Partner Everton Robertson led the firm’s team in the transaction, while Miao & Co, in association with Han Kun Law Offices, acted as Hong Kong and US counsel. HM Chan & Co, in association with Taylor Wessing, acted as Hong Kong and US counsel for the underwriters.

Maples Group (Hong Kong) has also acted as Cayman Islands and BVI counsel to ManpowerGroup Greater China on its global offering of shares and listing in Hong Kong. The China branch of NYSE-listed ManpowerGroup, ManpowerGroup Greater China is the largest workforce solutions provider in the Greater China region. The offering, which closed on July 10, 2019, raised approximately HK$495 million (US$63.4m). Partner Lorraine Pao led the firm’s team in the transaction, while Sidley Austin and Tian Yuan Law Firm acted as Hong Kong and China counsel, respectively. Hogan Lovells acted as Hong Kong counsel, while Jingtian & Gongcheng acted as China counsel to the joint lead managers, including Huatai Financial Holdings (Hong Kong), CLSA, Orient Securities and ABC International.

Paul Hastings has advised Jinshang Bank on its US$422 million global offering and listing of its H shares in Hong Kong. Jinshang Bank is the only provincial city commercial bank in Shanxi Province in China. CCB International Capital, China International Capital Corporation Hong Kong Securities and CMB International Capital acted as the joint sponsors for the listing. Global partner and chair of Greater China Raymond Li, corporate partner and vice chair of the firm’s Hong Kong office Zhaoyu Ren and corporate partner Vincent Wang led the firm’s team in the transaction.

Rajah & Tann Singapore and Rajah & Tann NK Legal Myanmar, member firms of Rajah & Tann Asia, have acted for leading Myanmar petroleum companies Best Oil Company (BOC) and Power Trading (PTP) on SK Energy’s significant US$100 million minority investment into BOC and PTP. Partners U Nyein Kyaw, Lester Chua and Alroy Chan led the firm’s team in the transaction.

Simpson Thacher has represented Zhongliang Holdings Group on its IPO in Hong Kong and Regulation S offering of 530 million shares, before exercise of the underwriters’ overallotment option. The total offering size was HK$2.94 billion (US$376.3m). Capital markets partner Christopher Wong led the firm’s team in the transaction.

SSEK has assisted NTT Communications, a subsidiary of Nippon Telegraph and Telephone, the largest telecommunications company in Japan and one of the largest globally, and NTT Indonesia Nexcenter on the acquisition of land in an industrial area outside of Jakarta for the construction of what would be the largest data centre facility in Indonesia. Managing partner and a supervising partner of land and property and IT practices Denny Rahmansyah led the firm’s team in the transaction.

TT&A has advised Standard Chartered Bank, as the arranger, and Catalyst Trusteeship, as the debenture trustee, on their subscription to up to 15,000 unlisted, secured, redeemable NCDs, with a face value of Rs1 million (US$14,487) each, aggregating to Rs15 billion (US$217.2m) in total, issued by Piramal Enterprises. Partner Rituparno Bhattacharya led the firm’s team in the transaction, which was signed on July 11, 2019.

Vertices Partners has represented the promoters of NoBroker Technologies Solutions on the Series C round of investment from General Atlantic Singapore Fund, SAIF and BEENEXT. Managing partner Vinayak Burman led the firm’s team in the transaction, which was valued at Rs3.5 billion (US$50.7m) and was completed in June 2019. Bharucha & Partners represented General Atlantic Singapore Fund, while Samvad Partners represented NoBroker Technologies Solutions.

Vertices Partners has also represented Leadstart Publishing and the promoters on the primary round of investment from Mumbai Angel Network, JITO Angel Network and SucSEED Venture Partners. Founding partner Archana Khosla led the firm’s team in the transaction, which was valued at Rs30 million (US$434,646) and was completed in April 2019. R&A Associates represented Mumbai Angel Network.

WongPartnership is acting for Hercules, a bid vehicle which comprises members of the founding Lim family of Hupsteel, on the voluntary conditional cash offer for Hupsteel. Partner Milton Toon led the firm’s team in the transaction.

Deals – July 17, 2019

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Allen & Gledhill has advised Manulife US Real Estate Management, as manager of Manulife US Real Estate Investment Trust (Manulife US Reit), and DBS Trustee, the trustee of Manulife US Reit, on the US$193 million term loan facilities to acquire a new property and refinance certain borrowings. Deputy managing partner Jerry Koh and partners Teh Hoe Yue and Jonathan Lee led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to Singapore Life on Sumitomo Life Insurance’s investment of US$90 million, Aberdeen Asset Management’s investment of US$13 million and Aflac’s investment of US$20 million in SingLife. Partner Chiam Tao Koon led the firm’s team in the transaction.

Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has acted for Bank Tabungan Pensiunan Nasional (BTPN) on a complex deal involving a merger between BTPN and Bank Sumitomo Mitsui Banking Indonesia, a subsidiary of one of the top three banks in Japan. BTPN will be the surviving bank following the merger. Partners Ahmad Fikri Assegaf and Indira Yustikania led the firm’s team in the transaction.

AZB & Partners is advising the International Finance Corporation on its grant of a US$40 million facility to Bank Asia’s offshore banking unit EPZ Branch, Chittagong. The proceeds are proposed to be utilised by Bank Asia exclusively for financing eligible sub-projects, such as renewable energy and energy efficiency, by way of sub-loans to eligible sub-borrowers. Partners Gautam Saha and Dushyant Bagga are leading the firm’s team in the transaction, which was announced on June 16, 2019 and is yet to be completed.

AZB & Partners has also advised the International Finance Corporation on its grant of a foreign currency denominated external commercial borrowing of up to US$125 million to L&T Finance. The ECB is to be utilised exclusively towards financing L&T Finance’s lending operations to persons borrowing for the purpose of purchasing farm equipment. Partners Gautam Saha and Swati Chauhan led the firm’s team in the transaction, which was completed on June 28, 2019.

Baker McKenzie has advised MetLife on the sale of its Hong Kong life insurance business to FWD Management Holdings, a member of the FWD Group. Partner and head of Asia Pacific insurance-Hong Kong Martin Tam led the firm’s team in the transaction, which is subject to regulatory approvals.

Baker McKenzie Wong & Leow has advised Strategic Value Partners and its affiliates on the Singapore law aspects of the debt restructuring of the Norwegian-listed oil and gas rig operator Dolphin Drilling ASA. Pursuant to the debt restructuring, Dolphin Drilling ASA would be wound down, while certain of its rig-owning Singapore subsidiaries have been transferred to a new holding company, Dolphin Drilling Holdings, and will continue to offer services to oil firms. Investment funds and accounts advised by Strategic Value Partners and its affiliates will be the main shareholders of the new reconstructed company. Principals Kenneth Chuah and James Huang, supported by principal Min-tze Lean, led the firm’s team in the transaction, which was completed in July 2019. Akim Gump Strauss Hauer & Feld-London acted as transaction counsel, while AsiaLegal acted as Singapore shipping law adviser.

Baker McKenzie Wong & Leow has also advised on Singapore’s first and only regulated and licensed private securities exchange, 1exchange (1X). The firm advised CapBridge Platform on its successful application in November 2018 to the Monetary Authority of Singapore to operate 1X. On July 10, 2019, 1x saw its first ever private company listing by boutique fund management company Aggregate Asset Management (AAM). AAM listed on 1X with over S$5.6 million (US$4.1m) worth of tradeable private equities, representing approximately five percent of the company’s share equity, after a short six-week campaign. Singapore-based Asia Pacific head of financial institutions Stephanie Magnus led the firm’s team in the transaction.

Bird & Bird ATMD is advising SBI Offshore on its reverse takeover by the Berlitz group. The consideration payable under the transaction is up to US$50 million, subject to certain conditions, and, if successfully completed, will result in Berlitz being listed in Singapore. Partner Marcus Chow is leading the firm’s team in the transaction.

CNPLaw has acted as Singapore counsel to Malaysia-listed AYS Ventures on its acquisition, through its wholly-owned subsidiary AYS Capital (formerly known as Heapi Enterprise), of 51 percent equity interest in Steelaris, a steel products supplier in Singapore. Partner Ken Chia led the firm’s team in the transaction, which was signed on May 9, 2019.

CNPLaw has also advised Koh Tian Yeow, the sole proprietor of Deskright Office Supplies, the leading single-source contract stationer for office supplies to organisations and government agencies in Singapore, on the sale of DeskRight’s head entity DeskRight and its two subsidiary entities, I-Pacific Office and Jaya Stationary Supplies, to French-based global distributor of workplace supplies solutions, Lyreco Group. The sale of DeskRight to Lyreco’s Singapore established entity, Lyreco (Singapore), will enhance Lyreco’s current ranking as a leading provider of office supplies. Koh, who will stay on as managing director, will continue to oversee DeskRight’s operations in Singapore. Partner Ken Chia also led the firm’s team in the transaction.

Gibson, Dunn & Crutcher has represented a consortium led by Fajr Capital, which includes Tactical Opportunities funds managed by Blackstone and Bahrain’s sovereign wealth fund Mumtalakat, on its agreed sale of a significant minority stake in GEMS Education, the world’s largest provider of private K-12 education by revenue, to a consortium led by funds advised by CVC Capital Partners. Upon completion of the transaction, the CVC consortium will acquire approximately a 30 percent stake in the company from the existing shareholders. Signing took place on July 10, 2019, and the transaction is expected to close by the end of July 2019. London corporate partner Nick Tomlinson, supported by London partner Amy Kennedy on the finance aspects, led the firm’s team in the transaction. Allen & Overy advised the shareholders of GEMS Education, while Linklaters advised GEMS Education on the refinancing.

J Sagar Associates has advised Enzen Global Solutions, a global knowledge practitioner in the energy and utilities sector, on raising more than US$100 million from Greater Pacific Capital (GPC), through its fund GPC Private Investing India, GPC’s most recent India-focused private equity fund. Enzen is a consulting and engineering firm with operations in over 25 countries. Partner Raj Ramachandran led the firm’s team in the transaction.

J Sagar Associates has also represented the minority shareholders before the National Company Law Appellate Tribunal (NCLAT) on a dispute involving interpretation of Section 236 of the Companies Act 2013. In the case before the NCLAT, the majority shareholder, holding more than 90 percent shares in the company, invoked Section 236 to forcibly acquire the shares held by the minority shareholders. The minority shareholders argued that a majority shareholder cannot compel them to sell their shareholding by invoking Section 236, which provision, by the very scheme of the Companies Act, is applicable only in cases of compromises, arrangements and amalgamations. The majority shareholder argued that, under Section 236, the moment one comes to hold 90 percent of the equity share capital of a company ‘for any reason’, it is entitled to invoke Section 236 to buy the remaining shares. Rejecting the interpretation advanced by the majority shareholder, the NCLAT held that the words ‘for any other reason’ in Section 236 must take colour from the words preceding it, ie ‘by virtue of amalgamation, share exchange, conversation of securities’. Partners Dhirendra Negi, Mayank Mishra and Sidharth Sethi led the firm’s team in representing the clients.

Khaitan & Co has advised BNP Paribas Securities India and Citigroup Global Markets India, as brokers, on an offer for sale of approximately 25 million equity shares, with face value of Rs10 (US$0.145) each, of SBI Life Insurance. The offer was oversubscribed more than three times. Executive director Sudhir Bassi and partner Abhimanyu Bhattacharya led the firm’s team in the transaction.

Khaitan & Co has also advised APMH Invest on the India leg of its acquisition of KK Wind Solutions Holding, including its Indian subsidiary KK Wind Solutions India. Partner Abhimanyu Bhattacharya led the firm’s team in the transaction.

K&L Gates has advised a wholly-owned subsidiary of Hong Kong-listed Greentown Service Group on its acquisition of a majority interest in Montessori Academy Group at an enterprise value of A$120 million (US$84m). Montessori Academy is one of Australia’s leading early childhood education and childcare service providers, with 23 long day care centres currently operating throughout New South Wales. Following the transaction, which completed on July 5, 2019, Montessori Academy’s original founders Charles and Colette Assaf will retain a substantial minority interest in the business. Greentown invests in, among others, early childhood education services across China, and has been seeking to expand its presence elsewhere in the Asia Pacific region, North America and Europe. This transaction marks Greentown’s entrance into the Australian market. The firm’s Sydney and Shanghai offices have been involved from the deal’s inception approximately 12 months ago. Rong Fan managed the deal from Shanghai, while Sydney corporate partners Nick Ramage and Daniel Atkin led the firm’s team in Australia. Sydney partners Samuel Brown (real estate) advised on property aspects of the transaction, while Richard Gray (finance) advised on the establishment of a Greentown-funded line of credit to help drive Montessori Academy’s continued expansion.

Paul Hastings has advised China International Marine Containers (Group) (CIMC) on the spin-off of CIMC Vehicles (Group). CIMC Vehicles subsequently listed in Hong Kong. Headquartered in China, CIMC is a world-leading supplier of logistics and energy equipment, while CIMC Vehicles is a leader in the global semi-trailer industry. Global partner and chair of Greater China Raymond Li and corporate partner and vice chair of the Hong Kong office Zhaoyu Ren led the firm’s team in the transaction.

Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, is advising Linde Gas Singapore on the US$1.4 billion expansion of its existing gasification complex on Jurong Island, which includes building and operating four additional gasifiers and a 1,200 tonne per day air separation plant. This project is part of ExxonMobil’s multi-billion dollar expansion of its production of higher-value base stocks for lubricants and distillates from fuel oil and other bottom-of-the-barrel crude products, and is the single largest offtake for Linde after its merger with Praxair. Partners Shemane Chan, Benjamin Cheong and Chou Ching are leading the firm’s team in the transaction.

Skadden has advised Edvantage Group Holdings, a Chinese higher education provider that also operates a college in Melbourne, Australia, on its HK$ 712.5 million (US$91.2m) IPO in Hong Kong. Trading commenced on July 16, 2019. Edvantage intends to use the proceeds to develop its campuses in China, invest in new educational institutions in the Greater Bay Area and expand its overseas operations. Hong Kong partners Christopher Betts and Edward Lam led the firm’s team in the transaction.

Shearman & Sterling has advised subsidiaries of Joyvio Group on financings to support its US$880 million tender offer for all of the shares of Australis Seafoods, a leading Chilean salmon producer. The transaction is one of the largest acquisitions in Chile’s aquaculture industry, and provides Joyvio with a major presence in the South American seafood market. Beijing-headquartered Joyvio Group, the food and agriculture investment platform for Legend Holdings, is mainly engaged in food, beverage, agriculture and supply chain businesses. Santiago-listed Australis Seafoods is one of Chile’s leading salmon producers and exporters. In 2017, the company accounted for approximately nine percent of total salmon production in Chile. Kenneth Ching led the firm’s team in the transaction.

Vertices Partners has represented Green Agrevolution on its issuance of shares in the company to PI Ventures, US-based agriculture investor AgFunder and several angel investors. Managing partner Vinayak Burman led the firm’s team in the transaction, which was valued at Rs300 million (US$4.4m) and was completed in March 2019. Desai & Diwanji advised Omnivore Partners, while Economic Law Practice acted for PI Ventures.

Vertices Partners has also represented Abhishek Raj and Rakesh Kumar Sharma, promoters of HR Food Processing, on their complete exit as shareholders of HR Food Processing. Their shares were purchased by investors Lok Capital and CDC Group and existing promoters. Managing partner Vinayak Burman also led the firm’s team in the transaction, which was valued at Rs80 million (US$1.2m) and was completed in June 2019. Cyril Amarchand Mangaldas represented Lok Capital, while Jerome Merchant+ Partners represented HR Food Processing and existing promoters.

WongPartnership is acting for the managers of Ascendas Hospitality Trust on the proposed combination, by way of a trust scheme of arrangement, with Ascott Residence Trust to form the largest hospitality trust in Asia Pacific and the eighth biggest globally, with a total asset value of S$7.6 billion (US$5.6m). Partners Ng Wai King, Andrew Ang, Monica Yip, Trevor Chuan, Lydia Ong, Chan Jia Hui and Jerry Tan are leading the firm’s team in the transaction.

Deals — July 10, 2019

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Allen & Gledhill has acted as transaction counsel to Sentosa Development on the development agreement with Resorts World at Sentosa (RWS) for the S$4.5 billion (US$3.3b) investment by RWS to expand the integrated resorts at Sentosa, Singapore. Partners Fock Kah Yan, Christian Chin and Teoh Sze Min led the firm’s team in the transaction.

Allen & Gledhill has also acted as transaction counsel to Alpha Asia Macro Trends Fund II, a fund managed by Alpha Investment Partners, the private fund management arm of Keppel Capital Holdings, and City Developments on the S$395 million (US$290.2m) divestment of the commercial property at 7 and 9 Tampines Grande, Singapore. Partners Tan Boon Wah and Lim Chong Ying led the firm’s team in the transaction.

Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has acted for SCG Packaging, a subsidiary of a giant Thai conglomerate, on its Rp9.61 trillion (US$680m) acquisition of 55 percent shares of Fajar Surya Wisesa. Following the acquisition, SCG will conduct a mandatory tender offer, under the Indonesian capital markets law. Partner Ahmad Fikri Assegaf led the firm’s team in the transaction.

AZB & Partners has advised International Finance Corporation on its term loan of up to US$15 million to PRAN Agro Business, the proceeds of which are proposed to be utilised to finance PRAN’s capital expenditures. Partners Gautam Saha and Pallavi Meena led the firm’s team in the transaction, which was completed on May 29, 2019.

AZB & Partners is also advising International Finance Corporation on a foreign currency term loan of up to US$20 million to Global IME Bank. The proceeds of this facility are proposed to be utilised by the borrower for on-lending to one of the following priority sector industries, as defined by the Nepal Rastra Bank: tourism (foreign currency earning), agriculture, microfinance and cottage industries / small scale industries. Partners Gautam Saha, Pallavi Meena and Swati Chauhan are leading the firm’s team in the transaction, which was signed on June 23, 2019 and is yet to be completed.

Baker McKenzie has advised SunCorporation, an Aichi, Japan-based mobile data solutions and game content company, on its Israeli subsidiary’s issuance of US$110 million preferred shares to Israel Growth Partners Capital (IGP), an Israel-based venture capital company, and on the establishment of a strategic partnership with IGP. SunCorporation’s Israel-based subsidiary, Cellebrite Mobile Synchronisation, will receive a growth investment of US$110 million from IGP. Cellebrite will issue preferred shares to IGP Saferworld Partnership. Cellebrite will allocate the funds obtained via the capital injection to accelerate the execution of M&A-related growth strategies to acquire the businesses and technologies it needs to become an integrated platform in the digital intelligence sector. Corporate/M&A partner Yutaka Kimura led the firm’s team in the transaction.

Baker McKenzie has also advised China Railway Construction Corporation (CRCC), one of the largest integrated construction enterprises in the world, on its offering of US$1 billion guaranteed perpetual securities that closed on June 27, 2019. The transaction is CRCC’s latest fund-raising move in overseas markets and sets a benchmark for Chinese SOE perpetual bonds in the wake of new guidelines of the Ministry of Finance on accounting treatment for corporate perps at the beginning of this year. The securities, issued by CRCC Chengan, CRCC’s Hong Kong SPV, and guaranteed by CRCC on a subordinated basis, are treated as “equity” at CRCC level. The deal was priced at an initial distribution rate of 3.97 percent per annum. Beijing capital markets partners Jackie Lo and Hang Wang, supported by Xavier Amadei, local principal with Singapore member firm Baker McKenzie Wong & Leow, and Bing Han with FenXun Partners in Beijing, led the firm’s team in the transaction.

Clifford Chance has acted as Hong Kong and Dutch legal counsel to Carrefour Nederland on the proposed sale of its 80 percent equity interest in Carrefour China to Chinese electronics and e-commerce retailer Suning.com. The transaction values Carrefour China at an enterprise value of €1.4 billion (US$1.57b). With a presence in China dating back to 1995, Carrefour China operates a network of 210 hypermarkets and 24 convenience stores. Suning.com is a leading retailer in China, operating a network of over 8,881 stores in more than 700 cities, and runs one of the country’s largest e-commerce platforms. Carrefour will retain a 20 percent stake in the business. Partner Emma Davies, supported by partner Gregory Crookes, led the firm’s team in the transaction.

Clove Legal has represented GOQii Technologies, a wearable device company in the technology and lifestyle sector, on the continuing Series C funding round. Actor Akshay Kumar participated in the round. Partner Amit Sirsikar led the firm’s team in the transaction. IC Universal Legal, with a team led by partner Bheru Choudhary, advised Akshay Kumar.

CNPLaw has acted as Singapore counsel to a local online e-commerce platform operator with a regional presence on its series A fundraising, involving equity injections exceeding S$6 million (US$4.4m) by global investors. Partner Ken Chia led the firm’s team in the transaction, which was completed in May 2019.

Davis Polk has advised the joint lead managers on Toyota Motor’s SEC-registered takedown offering of senior notes, which consisted of US$500 million aggregate principal amount of 2.157 percent senior notes due 2022, US$500 million aggregate principal amount of 2.358 percent senior notes due 2024 and US$500 million aggregate principal amount of 2.76 percent senior notes due 2029. Japan-based Toyota is a leading global producer of automobiles. The company sells its vehicles, which include the Toyota and Lexus brands, in approximately 190 countries and regions, with primary markets in Japan, North America, Europe and Asia. Toyota also provides related financial services to dealers and their customers through Toyota Motor Credit and Toyota Financial Services. Toyota originally commenced business in 1933 as the automobile division of Toyota Industries and became a separate company in 1937. Partner Jon Gray led the firm’s team in the transaction.

Davis Polk has also advised the underwriters on Export-Import Bank of Korea’s (KEXIM) SEC-registered Schedule B debt offerings of US$500 million aggregate principal amount of its floating-rate notes due 2022 and US$500 million aggregate principal amount of its 2.375 percent notes due 2024. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Hong Kong partner James Lin led the firm’s team in the transaction.

J Sagar Associates has advised a subsidiary of Ascendas India Trust on a transaction involving Nalanda Shelter and Brickmix Developers to acquire BlueRidge 3, an IT/ITES special economic zone development with a total net leasable area up to 1.8 million square feet located at Hinjewadi, Pune. The transaction value is approximately Rs10 billion (US$145.7m). The transaction contemplates project funding by Ascendas towards repayment of certain existing liabilities and construction and, upon project obtaining occupancy certificate and fulfilment of other key conditions, Ascendas shall purchase 100 percent of the shares in Nalanda and/or Brickmix. Partners Raj Ramachandran and Anish Mashruwala led the firm’s team in the transaction.

J Sagar Associates has also advised IndInfravit on its proposed acquisition of shares held by SIPL in nine special purpose vehicles in India for an aggregate consideration, payable partly in cash and partly by allotment of units of IndInfravit to SIPL, which will be based on an enterprise value of approximately Rs66.1 billion (US$963.5m). The transaction is subject to certain regulatory and other customary conditions precedent common in transactions of this nature, including the approval of the relevant regulatory authorities and lenders, as well as unitholders of IndInfravit and shareholders of SIPL. IndInfravit, sponsored by L&T Infrastructure Development Projects (L&T IDP), currently holds a portfolio of five operational toll road concessions. In addition to L&T IDP, the other unitholders include Allianz insurance companies represented by Allianz Capital Partners, Canada Pension Plan Investment Board and OMERS Infrastructure. The transaction is scheduled to close over the next few months. Partners Bir Bahadur Sachar, Aditya Rathi, Arka Mookerjee, Jamshed Bhumgara, Anish Mashruwala, Amitabh Kumar and Vaibhav Choukse led the firm’s team in the transaction.

Khaitan & Co has advised Kalpataru Power Transmission (KPT) on the sale of its stake in three power transmission assets to CLP India for an estimated enterprise valuation of Rs32.75 billion (US$477.4m). The three assets in which Kalpataru is selling its stake are Kalpataru Satpura Transco, Alipurduar Transmission and Kohima Mariani Transmission (KMT). Techno Electric & Engineering, which owns a 26 percent stake in KMT, will also be selling its stake to CLP India, as part of the transaction. Partner Shivanshu Thaplyal, supported by partner Ritu Shaktawat and executive director Dinesh Agrawal, led the firm’s team in the transaction.

Khaitan & Co has also advised Eveready Industries India on the itemised sale of its packet tea business related brands and other tea products and related inventory to Madhu Jayanti International. Partner Padam Kumar Khaitan, supported by partner Shailendra Bhandare, led the firm’s team in the transaction.

King & Wood Mallesons has advised China Everbright Capital, as the sole sponsor, and other underwriters SBI China Capital Financial Services and China Galaxy International Securities (Hong Kong), on the HK$424 million (US$54.3m) global offering and IPO of Homeland Interactive Technology in Hong Kong. Homeland Interactive was listed on July 4, 2019. The IPO was priced at HK$1.35 (US$0.173) and comprised a total of 314 million shares. Homeland Interactive is a leading localised mobile card and board game developer and operator in China with a focus on localised mahjong and poker games. Hong Kong partner John Baptist Chan led the firm’s team in the transaction.

Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has acted for First Meyer Development on the S$319.88 million (US$235m) collective acquisition of all the strata lots and common property comprised in the 76-unit freehold residential development known as Casa Meyfort, Singapore. The firm also assisted in the financing of the acquisition and redevelopment of the property. Partners Norman Ho, Gazalle Mok and Chor Zhi Chao led the firm’s team in the transaction.

Shook Lin & Bok has acted as Singapore counsel to Posco International on its acquisition of shares in a grain export terminal from Ukrainian logistics firm Orexim Holdings. The acquisition results in Posco taking a 75 percent stake in a Singaporean company which owns the grain terminal situated in Mykolaiv, Ukraine. Posco is the first Korean entity to own the operating rights to a grain storage facility overseas, and this acquisition contributes to Posco’s move towards positioning itself as a global grain trader. Partners Dayne Ho and Chua Shiying led the firm’s team on the transaction.

Simpson Thacher is representing KKR on its US$2.2 billion sale of Kokusai Electric to Applied Materials. Partners David Sneider, Kathryn King Sudol, Makiko Harunari, Shahpur Kabraji, David Vann, Katharine Moir, Jeff Ostrow, Lori Lesser and Jonathan Lindabury are leading the firm’s team in the transaction.

Simpson Thacher has also represented the underwriters on Impro Precision Industries’ HK$999.9 million (US$128m) Hong Kong IPO and Rule 144A/Regulation S offering. Capital markets partners Celia Lam, Christopher Wong and Daniel Fertig led the firm’s team in the transaction.

Vertices Partners has represented Fitternity Health E-Solution on its issuance of securities to investment by Sixth Sense India Opportunities II. Managing partner Vinayak Burman led the firm’s team in the transaction, which was valued at Rs300 million (US$4.4m) and was completed in May 2019. ARA Law represented Sixth Sense India Opportunities II.

Vertices Partners has also represented Flipspaces Technologies Labs and the promoters on the company’s Series A round of investment from Carpediem Capital Partners Fund I. Managing partner Vinayak Burman led the firm’s team in the transaction, which was valued at Rs250 million (US$3.6m) and was completed in January 2019. Trilegal advised Carpediem Capital Partners Fund I.

White & Case has advised the export credit agencies and a large syndicate of international and Taiwanese commercial banks on the €2.7 billion (US$3b) project financing of German developer wpd’s Yunlin offshore wind project in Taiwan.

Deals – July 3, 2019

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Allen & Gledhill has advised Senoko Energy on the S$2.17 billion (US$1.6b) syndicated loan facilities to refinance its indebtedness under its existing loan facilities. Partner Kok Chee Wai led the firm’s team in the transaction.

Allen & Gledhill has advised Lippo Malls Indonesia Retail Trust on the issue of US$250 million 7.25 percent guaranteed senior notes due 2024 by its wholly-owned subsidiary Capital. This is Asia-Pacific’s first US dollar high yield bond issued by a real estate investment trust. Partner Glenn Foo led the firm’s team in the transaction.

Ashurst has acted for Mizuho Bank, as the mandated lead arranger, bookrunner and green loan coordinator, and its Hong Kong Branch, as the facility agent, on the US$200 million green loan facility to BoCom Leasing Management Hong Kong. The syndicate of lenders was made up of 12 banks, including Mizuho, Cathay United Bank, China Construction Bank (Asia), The Korea Development Bank, KDB Asia, OCBC Wing Hang Bank, Shanghai Pudong Development Bank (acting through its Hong Kong branch), KGI Bank and various banks from Japan, Korea, Taiwan and Indonesia. The borrower will be required to use the loan proceeds in accordance with its green finance framework, as certified by the Hong Kong Quality Assurance Agency. BoCom Leasing Hong Kong is the primary offshore platform wholly-owned by BoCom Leasing. BoCom Leasing is the second largest financial leasing company in China by managed assets, while BoCom is China’s fifth largest state-owned commercial bank. Partner Eric Tan, supported by partner Patrick Phua, led the firm’s team in the transaction.

AZB & Partners has advised Binny Bansal on its sale to Fit Holdings of certain equity shares of Flipkart. Partner Nanditha Gopal led the firm’s team in the transaction, which was completed on June 21, 2019.

AZB & Partners is also advising TVS Automobile Solutions on the acquisition by Mitsubishi of 22 percent equity stake of TVS Automobile Solutions, resulting in an increase in Mitsubishi’s aggregate shareholding in TVS from three percent to 25 percent. Partners Srinath Dasari, Samir Gandhi and Nanditha Gopal led the firm’s team in the transaction, which was signed on June 21, 2019 and is yet to be completed.

Drew & Napier has acted for Rothschild & Co Singapore, as the independent financial adviser to CapitaLand, on CapitaLand’s acquisition of all the issued ordinary shares in Ascendas and Singbridge for a total consideration of approximately S$6 billion (US$4.4b), which was satisfied by an equal proportion of cash and new ordinary shares in CapitaLand. The transaction would create one of Asia’s leading diversified real estate companies upon completion. It is expected to result in the CapitaLand group becoming one of the top ten real estate investment managers globally. The firm also acted for Rothschild on the allotment and issuance of the consideration shares to Ascendas-Singbridge, in satisfaction of the non-cash portion of the consideration under the transaction, and the ordinary resolution for the waiver of rights of the shareholders of CapitaLand, other than the vendor and its concert parties, to receive a mandatory take-over offer from the vendor and its concert parties for the ordinary shares in CapitaLand not held by the vendor and its concert parties, as a result of the vendor’s acquisition of the consideration shares. Directors Steven Lo, Jon Nair and Tan Teng Sen led the firm’s team in the transaction.

J Sagar Associates has advised Broadview Holding on the acquisition of Formica Group, a business unit of Fletcher Building Holdings, and its subsidiary in India, Formica Laminates (India). Formica India and its immediate shareholders were initially excluded from the transaction. However, Broadview retained the option to acquire Formica India at a later date. The aggregate transaction value is approximately US$840 million. Since 1913, Formica has been inextricably linked to the invention of the original high pressure laminate. The company is a leading provider of branded, designed surfacing solutions. Broadview is an industrial holding company, with a focus on materials technology and energy. The group currently has approximately 2,900 employees worldwide, with combined sales of €700 million (US$791.5m). Partners Shivpriya Nanda, Minu Dwivedi and Zain Pandit led the firm’s team in the transaction, while Paul, Weiss, Rifkind, Wharton & Garrison acted as overseas counsel.

King & Wood Mallesons has acted as English and Chinese laws counsel to Zhejiang Geely Holding Group on the issuance of €400 million (US$451.8m) zero coupon guaranteed exchangeable bonds due 2024 by Geely Sweden Financials Holding. The bonds are guaranteed by Zhejiang Geely, and are exchangeable into the Series B shares of Volvo that are listed in Stockholm. This marks the first issuance of equity-linked securities by a Chinese automotive manufacturer exchangeable into a large public company listed in Europe. Zhejiang Geely is the sole private automotive production company among the top ten automakers in China. It operates a vast number of well-known international brands, including Geely Auto, Lynk & Co, Volvo Cars, Polestar, PROTON, Lotus, London Electric Vehicle Company, Yuan Cheng Auto, Terrafugia, and Saxo Bank. Hong Kong partners Hao Zhou and Michael Lu and China partner Yujia Pan led the firm’s team in the transaction.

King & Wood Mallesons has also acted as US counsel to Jiangsu Zhongnan Construction Group, one of the leading property developers and a top private construction company in China, on its issuance of US$350 million 10.875 percent guaranteed senior notes due 2022. Zhongnan Construction has been ranked among top 20 property developers in China. It is also the sole private construction company in China that holds premium and first-class construction qualifications that have been granted to only four construction companies in the country. Partners Hao Zhou and Michael Lu led the firm’s team in the transaction.

Maples Group is acting as Cayman Islands counsel and trustee, management company, fund administration and directorship services provider to Indo-Japan Emerging Technology & Innovation Fund. The fund will invest substantially all of its assets into the Indo-Japan Emerging Technology & Innovation AIF (FoF), a US$187 million fund-of-funds managed by Reliance Nippon Life Asset Management, the Indian asset management arm of Nippon Life. The fund will be offered in Japan to Japanese institutional investors. The FoF is the result of a joint initiative between Japan and India and has just been announced at the G-20 summit last week. The fund combines the core strengths of both countries to provide large investors with access to source ideation and technology, as well as to provide a platform for collaboration and strategic investment in start-ups. The FoF expects to manage a portfolio of 15 to 25 India-focused venture capital funds investing in technology start-ups in emerging fields. Hong Kong partner Nick Harrold is leading the firm’s team in the transaction.

Maples Group (Hong Kong) has also acted as Cayman Islands counsel to Cayman Islands company GSX Techedu on its public offering of 19.8 million American depositary shares, representing its Class A ordinary shares, and the listing of such ADSs in New York. GSX Techedu is a technology-driven education company, with expertise in online K-12 after-school tutoring courses in China. The offering, which closed on June 10, 2019, raised approximately US$208 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Wilson Sonsini Goodrich & Rosati acted as US counsel to Credit Suisse Securities (USA) and Deutsche Bank Securities, as the representatives of the underwriters.

Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has acted for Swiss Reinsurance America on the issuance of the US$100 million Series 2019-1 Class A principal at-risk variable rate notes by First Coast Re II, with Swiss Reinsurance America as the ceding reinsurer, and Security First Insurance as the reinsured. This is the first Rule 144A catastrophe bond transaction in Singapore issued by a special purpose reinsurance vehicle licensed by the MAS pursuant to a collateralised reinsurance transformer structure. Partners Simon Goh, Lee Xin Mei, Vikna Rajah and Cheryl Tan led the firm’s team in the transaction.

Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has also acted on the S$610 million (US$450m) collective sale of all the strata lots and common property in the residential developments known as Goodluck Garden, Singapore. The development is acquired by Qingjian Perrenial (Bukit Timah), a joint venture between Perennial Real Estate Holdings and Qingjian Group. Goodluck Garden is a freehold residential development and has a total site area of 33,457.2 square metres, and comprises of 210 units. Partner Norman Ho led the firm’s team in the transaction.

Shook Lin & Bok has acted for United Overseas Bank on the S$43 million (US$32m) green loan granted to local renewable energy firm Sunseap, for the proposed installation of solar photovoltaic systems on rooftops across Singapore. The combined generated energy of the solar power systems is projected to be able to power more than 9,600 four-room HDB flats for one year, and reduce greenhouse gas emissions by 17,000 tonnes per year. Partner Stanley Lim led the firm’s team in the transaction.

Skadden has advised YY, a leading global social media platform based in China, on its Rule 144A/Regulation S offering of US$500 million aggregate principal amount of convertible senior notes due 2025 and US$500 million aggregate principal amount of convertible senior notes due 2026. The offering included the option for the initial purchasers to purchase an additional US$75 million aggregate principal amount of the notes of each series. The offering closed on June 25, 2019. Partners Julie Gao (Hong Kong), Jonathan Stone (Hong Kong), Yossi Vebman (New York) and Haiping Li (Shanghai) led the firm’s team in the transaction.

Squire Patton Boggs has advised Impro Precision Industries, the world’s seventh largest manufacturer of high-precision, high-complexity casting and machined components, on its global offering and listing of shares in Hong Kong. The listing is sponsored by Morgan Stanley and Bank of China. The amount to be raised is expected to be approximately HK$1.2 billion (US$153.8m). Impro was listed in Hong Kong on June 28, 2019. With a total revenue of HK$3.7 billion (US$474.4m) in 2018, Impro is the world’s seventh largest independent casting manufacturer and China’s largest business in the sector, as well as the world’s fourth largest precision machining company in the end-markets of automotive, aerospace and hydraulics. Corporate partners Francis Li and Wendy Fong, supported by principal David Saltzman (Palo Alto) and partners Andreas Lehmann (Frankfurt), Reinhart Lange (Frankfurt) and Radek Janecek (Prague), led the firm’s team in the transaction.

S&R Associates has represented the broker on the Rs8.99 billion (US$130.5m) bulk deal sale of 31 million equity shares, representing 4.22 percent of the equity share capital, of GRUH Finance, a listed housing finance company, by its promoter, Housing Development Finance Corporation, in India. The sale was conducted in connection with the proposed amalgamation of GRUH Finance into Bandhan Bank. Partners Sandip Bhagat and Jabarati Chandra led the firm’s team in the transaction.

S&R Associates has also represented Aavishkaar India II and Aavishkaar Venture Management Services, which are part of the Aavishkaar group, on their sale of shares of Jaypore E-commerce, as part of its acquisition by Aditya Birla Fashion and Retail, a listed fashion company. Partner Viral Mehta led the firm’s team in the transaction, which is subject to closing conditions.

Thanathip & Partners is advising Banpu on the issue and offering of β10 billion (US$327m) debentures to institutional investors and/or high net-worth investors. Kornjan Tangkrisanakajorn is leading the firm’s team in the transaction.

Thanathip & Partners is also advising DKSH (Thailand) on its acquisition of the entire distribution operations of scientific and laboratory devices from a group of sellers, who are leaders in the distribution of scientific and laboratory devices in Thailand. Partner Chawaluck Sivayathorn Araneta is leading the firm’s team in the transaction.

Vertices Partners has represented Ashish Life Science and the promoters on the approximately Rs450 million (US$6.5m) primary and secondary round of investment from Eight Roads Ventures India III and Anterra F&A Ventures I Coöperatief. Managing partner Vinayak Burman led the firm’s team in the transaction, which was completed in February, 2019. Cyril Amarchand Mangaldas represented Eight Roads Ventures India III and Anterra F&A Ventures I Coöperatief.

Vertices Partners has also represented Finova Capital and the promoters on the company’s approximately Rs1.1 billion (US$16m) Series B round of investment from Faering Capital and Sequoia Capital. Managing partner Vinayak Burman also led the firm’s team in the transaction, which was completed in April, 2019. Themis Associates advised Sequoia Capital.

White & Case has advised Sumitomo Mitsui Banking Corporation, MUFG Bank and Mizuho Bank, as mandated lead arrangers, on the ¥900 billion (US$8.3b) in new senior loans and an additional commitment line of ¥100 billion (US$925.2m) for Toshiba Memory Holdings. The new financing was used to refinance a total of ¥600 billion (US$5.6b) loans from Sumitomo Mitsui Banking Corporation, MUFG Bank and Mizuho Bank for the June 2018 acquisition of Toshiba Memory Corporation by KK Pangea, a special-purpose company formed by a consortium led by Bain Capital Private Equity, and for the early redemption of existing non-convertible-bond-type preferred stock of Toshiba Memory Holdings. Tokyo partner Zenya Onishi led the firm’s team in the transaction.

White & Case has also advised the initial purchasers on the US$1.5 billion senior notes offering of MGM China Holdings, a consolidated subsidiary of MGM Resorts International. The debut 144A/ Regulation S bond issuance by MGM China consisted of US$750 million aggregate principal amount of 5.375 percent senior notes due 2024 and US$750 million aggregate principal amount of 5.875 percent senior notes due 2026. Hong Kong partner Jessica Zhou led the firm’s team in the transaction.

WongPartnership has acted for Jet Tech Ventures on its investment, by way of subscription of Series B convertible preference shares, in Easy Touch / PouchNATION. Jet Tech is the wholly-owned subsidiary of the Traveloka group of companies. Partners Kylie Peh, Tian Sion Yoong and Kyle Lee led the firm’s team in the transaction.

Deals – June 26, 2019

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Allen & Gledhill has advised the Land Transport Authority of Singapore on the issue of S$1.4 billion (US$1b) 3.3 percent notes due 2054, under its S$12 billion (US$8.86b) multicurrency medium term note programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised DBS Group Holdings on its issue of US$750 million 2.85 percent notes due 2022, under its US$30 billion global medium term note programme. Partner Glenn Foo led the firm’s team in the transaction.

Ashurst has acted for Banco Santander, China Construction Bank (Asia) and Natixis, as mandated lead arrangers, underwriters and book-runners, and China Construction Bank (Asia), as agent, on a €550 million (US$625m) refinancing and general corporate facility to CNRC Capital, guaranteed by its parent company China National Chemical Corporation, a Chinese state-owned chemical company. The facility is split into two tranches, with different tenors. Partner Eric Tan led the firm’s team in the transaction.

AZB & Partners has advised Jana Small Finance Bank on the Rs2.15 billion (US$31m) acquisition by Amansa Hondings of a minority stake in the bank. Partner Divya Mundra led the firm’s team in the transaction, which was completed on March 29, 2019.

AZB & Partners is also advising HDFC on its Rs13.47 billion (US$194.3m) acquisition of majority shares of Apollo Munich Health Insurance from Apollo Group and other shareholders of Apollo Munich. Partners Ashwath Rau and Kashish Bhatia are leading the transaction, which was signed on June 19, 2019 and is yet to be completed.

Clifford Chance has acted as English, US and Hong Kong counsel to Huatai Securities, a leading technology-enabled securities group in China, on its historic offering and listing of global depositary receipts (GDRs), representing its Shanghai-listed A shares in London. Huatai Securities has existing equity listings in Shanghai and Hong Kong, and is the first Chinese company to sell GDRs representing its shares in London. The transaction is the first to be conducted under the new Shanghai-London Stock Connect scheme, which will directly link the Chinese and European capital markets by providing fungibility between London and Shanghai-listed securities. The offering will raise proceeds of at least US$1.538 billion and up to US$1.692 billion, if the deal is upsized pursuant to the exercise of an over-allotment option. In addition to being the largest GDR offering in the UK since 2013, the transaction is also the largest international offering by a Chinese financial institution, since Postal Savings Bank of China’s US$8 billion IPO in 2016. Partners Amy Lo (Hong Kong), Jean Thio (Shanghai) and Iain Hunter (London), supported by China co-managing partner Tim Wang (Shanghai) and co-head of China desk Maggie Zhao (London), led the firm’s team in the transaction.

J Sagar Associates, together with Skadden, Arps, Slate, Meagher & Flom and Houthoff Cooperatief, has advised Hexaware Technologies, a wholly-owned subsidiary of Hexaware Technologies India, on its acquisition of 100 percent shares of Mobiquity. Hexaware Technologies has acquired 100 percent shares of Mobiquity Softech, a wholly-owned subsidiary of Mobiquity. Partners Vikram Raghani, Anand Lakra and Vaibhav Choukse led the firm’s team in the transaction, which is the largest investment made by Hexaware Technologies.

J Sagar Associates is also advising Hindustan Platinum on its acquisition of electrical contacts manufacturing plant in Puerto Rico from Industrial C&S, an affiliate of ABB Asea Brown Boveri. The acquisition will be completed as an asset purchase through a Peurto Rican affiliate of Hindustan Platinum. A refiner and manufacturer of precious metal products and provider of related services, Hindustan Platinum has customers spread over five continents and 50 countries. The acquisition will further bolster its existing abilities to cater to the North American and Latin American markets. Partners Aashit Shah and Archana Panchal led the firm’s team in the transaction, while Pietrantoni Mendez & Alvarez is acting as Puerto Rican counsel.

Khaitan & Co has advised Aditya Birla Fashion and Retail on the purchase of 100 percent shareholding of Jaypore E-Commerce from its existing shareholders, including its promoters and two strategic investors, Aavishkaar India II and Aavishkaar Venture Management Services, for Rs1.1 billion (US$15.9m), subject to closing adjustments. Jaypore E-Commerce is an Indian online and offline retailer that offers curated collections of handmade, handwoven and handcrafted apparel, jewelry, home textiles and accents, based on craft forms, from all over India. It is primarily a B2B entity, which sells ethnic fashion merchandise under its own brand name ‘Jaypore’ and of other third-party brands. Partner Vineet Shingal led the firm’s team in the transaction.

Khaitan & Co has also acted as the Indian counsel to Delhi International Airport on its offering of 6.45 percent fixed rate high yield senior secured US$350 million ten-year bonds, under the Regulation S and Reg 144A of the Securities Act of 1993 in the international bond market. Citigroup, Deutsche Bank, HSBC, JP Morgan and Standard Chartered Bank were the joint global coordinators, joint lead managers and joint book-runners. First Abu Dhabi Bank, MUFG, UBS and YES Bank were the joint lead managers and joint book-runners for the bonds. The proceeds will be used for the expansion of the Indira Gandhi International Airport at Delhi, increasing its capacity to 100 million passengers per annum. Partners Manisha Shroff and Gautham Srinivas, assisted by partner Ritu Shaktawat, led the firm’s team in the transaction.

King & Wood Mallesons has acted as Hong Kong and China counsel to CSSC (Hong Kong) Shipping on its HK$2 billion (US$256m), before the exercise of the over-allotment option, IPO in Hong Kong. CSSC (Hong Kong) Shipping is the first shipyard-affiliated leasing company in China and is one of the world’s leading ship leasing companies. Its controlling shareholder is China State Shipbuilding, a state-owned enterprise directly supervised and administered by the State-owned Assets Supervision and Administration Commission of the State Council of China. Partners Sheldon Tse, Zhang Yongliang and Song Yanyan led the firm’s team in the transaction.

King & Wood Mallesons has also acted as US counsel to Jinke Property Group, one of the leading property developers in China, on its issuance of US$300 million 8.375 percent notes due 2021. Jinke Property primarily focuses on real estate development, property management and other businesses, such as property construction, landscape engineering, door and window engineering, interior design and new energy. Partners Hao Zhou and Michael Lu led the firm’s team in the transaction.

Maples & Calder (Hong Kong) has acted as Cayman Islands counsel to Hansoh Pharmaceutical Group on its IPO of approximately 551.3 million shares and listing in Hong Kong. Hansoh is a leading R&D-driven Chinese pharmaceutical company focused on central nervous system diseases, oncology, anti-infectives, diabetes, gastrointestinal and cardiovascular therapeutic areas. The offering, which closed on June 14, 2019, raised approximately HK$7.86 billion (US$1b). Partner Derrick Kan led the firm’s team in the transaction, while Cleary Gottlieb Steen & Hamilton (Hong Kong) acted as Hong Kong and US counsel. Clifford Chance acted as Hong Kong and US counsel for the underwriters.

Maples & Calder (Hong Kong) has also acted as BVI counsel to Fuqing Investment Management on its issuance of US$400 million four percent guaranteed bonds due 2022. The bonds are listed in Singapore and guaranteed by Ping An Real Estate Capital, with the benefit of a keepwell provided by Ping An Insurance (Group) of China, and a keepwell deed and a liquidity support undertaking provided by Ping An Real Estate. Ping An Real Estate is the sole global real estate investment and asset management platform for Ping An Insurance. The transaction closed on June 12, 2019. Partner Derrick Kan also led the firm’s team in the transaction, while Clifford Chance acted as Hong Kong counsel to the issuer and the guarantor. Linklaters acted as Hong Kong counsel to Guotai Junan Securities (Hong Kong), The Hongkong and Shanghai Banking Corporation, China CITIC Bank International, Industrial Bank Hong Kong Branch, Bank of Communications Hong Kong Branch and Bank of China (Hong Kong), as the joint lead managers.

Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has acted for Glopeak Development on the S$462 million (US$341m) acquisition of 67 Cairnhill Road, Singapore and the collective acquisition of all the strata lots and common property comprised in the 61-unit freehold residential development known as Cairnhill Mansions, Singapore. Partners Norman Ho and Gazalle Mok led firm’s team in the transaction.

Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has also acted for Ascend TGrande, a joint venture between an indirect wholly-owned subsidiary of Metro Holdings and an affiliate of SRIF GP, on the S$395 million (US$291.6m) acquisition of 7 & 9 Tampines Grande, a premium Grade-A green mark platinum award office property in Singapore. Concurrent with the closing of the transaction, the firm also assisted in the financing of T-Grande Property Holding, which owns and operates the property. Partners Norman Ho, Hoon Chi Tern, Benjamin Tay and Cindy Quek led the firm’s team in the transaction.

Shearman & Sterling is advising China Telecommunications Corporation (CTC) on its joint venture with Udenna, with respect to the JV’s telecom project in the Philippines. In November 2018, the consortium of CTC and Udenna was declared as the winning bidder in a competitive bidding process to be the third new major player in the Philippines telecom industry. CTC was required to fulfill a number of commitments within a short period of time following the declaration to secure its status as the third new major player. This deal, a nationwide greenfield telecom project in a country with a population of more than 100 million, is a very rare opportunity around the globe. CTC is a large-scale and leading integrated information services operator, providing wireline and mobile telecommunications services, internet access services, information services and other value-added telecom services, primarily in China. Udenna is a Philippine holding company with interests in many industries, including petroleum, shipping and logistics, and real estate and property development. Partner Li Chen (Beijing/Hong Kong-M&A), supported by partners Lee Edwards (Beijing-M&A), Anna Chung (Seoul-project development and finance) and Etienne Gelencser (Tokyo-project development and finance), led the firm’s team in the transaction.

Shook Lin & Bok is acting for Memtech International on the voluntary conditional cash offer for all of the issued and paid-up ordinary shares in the capital of Memtech made by M-Universe Investments for S$1.35 (US$0.996) in cash for each share, which values the company at S$189 million (US$139.5m), and its subsequent delisting in Singapore. M-Universe is the bid vehicle for a consortium formed by the Chuang family (led by Memtech executive chairman Chuang Wen Fu), investment holding firm Keytech, which is owned by the Chuang family, and certain current and former members of Memtech’s management team, as well as Universal Global Technology, who is participating as a strategic investor. Partner Tan Wei Shyan led the firm’s team in the transaction.

Shook Lin & Bok has also acted for Dragon Group International on Zhuhai Yinlong Energy’s US$20 million share subscription in Dragon’s unit EoCell, representing approximately 40 percent of the enlarged EoCell share capital, and KSMC’s subscription of close to half a billion shares, representing approximately up to 20 percent of the enlarged EoCell share capital. Following the completion of the subscriptions, EoCell has ceased to be a subsidiary of Dragon. Partner Dayne Ho led the firm’s team in the transaction.

SSEK Legal Consultants has advised Raiz Invest Indonesia on obtaining a Mutual Funds Sales Agency (APERD) licence from Indonesia’s Financial Services Authority (OJK). This was the first time in Indonesia that a foreign direct investment company had obtained an APERD licence from the OJK. Raiz Invest Indonesia is a subsidiary of Raiz Invest, an Australian financial services business offering a unique micro-investing platform which allows Raiz customers to regularly save and invest. Partner Dewi Savitri led the firm’s team in the transaction.

WongPartnership is acting for CapitaLand on its proposed disposal of CapitaMall Xuefu, CapitaMall Aidemengdun and CapitaMall Yuhuating to CapitaLand Retail China Trust Management for Rmb2.96 billion (US$430.3m). Partner Kyle Lee led the firm’s team in the transaction.

Deals – June 19, 2019

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Allen & Gledhill has advised Invesco Real Estate Investment Asia Pacific and SGRE Banyan on the S$227.5 million (US$166.3m) acquisition and leaseback of a chemical logistics and warehousing facility, located at 121 Banyan Drive, Jurong Island, Singapore, from LTH Logistics (Singapore), a subsidiary of Vibrant Group. The transaction involved the leaseback by SGRE, as lessor of the property, to LTH, as tenant, for a term of 10 years commencing from completion. The firm also advised Invesco and SGRE on the S$227.5 million (US$166.3m) secured financing for the acquisition of the property. SGRE is a special purpose vehicle of Invesco Real Estate Asia Fund, a Luxembourg fund managed by Invesco Real Estate, which manages more than US$975.2 billion in assets worldwide. Partners Lim Mei Ann and Lyn Wee led the firm’s team in the transaction.

Allen & Gledhill has also advised DBS Bank and United Overseas Bank, as the dealers, on the issue of S$200 million (US$146.2m) three percent. notes due 2024, under the S$2 billion (US$1.46b) multicurrency medium term note programme by UOL Treasury Services. Partners Daselin Ang and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners has advised Kotak Investment Advisors, as investment manager of Kotak India Real Estate Fund-IX, on its acquisition of secured debentures from Vascon Engineers for Rs1.1 billion (US$15.8m). Partners Ashwath Rau and Atreya Bhattacharya led the firm’s team in the transaction, which was completed on March 28, 2019.

AZB & Partners has also advised AION Capital Management, on its acquisition, through its subsidiaries AION Investments, a Mauritius entity, and Indian holding company LM Media Services, of approximately 90 percent of the issued and paid up share capital of Planetcast Media Services. Partner Divya Mundra led the firm’s team in the transaction, which was completed on June 14, 2019.

Clifford Chance has advised the underwriters, led by Morgan Stanley, Citi, UBS, Goldman Sachs and China Merchant Securities, as the joint global coordinators, on Hansoh Pharmaceutical’s HK$7.9 billion (US$1b) listing, the second biggest in Hong Kong so far this year. Partner Amy Lo, supported by China co-managing partner Tim Wang and partners Jean Thio, Liu Fang and Christine Xu, led the firm’s team in the transaction.

Clifford Chance has also advised Haitong International Capital, China International Capital Corporation Hong Kong Securities, Citigroup Global Markets Asia and CMB International Capital, as the joint sponsors, on the HK$2.3 billion (US$293.6m) listing of financial leasing company Haitong UniTrust International Leasing. China co-managing partner Tim Wang, supported by partners Jean Thio and Virginia Lee, led the firm’s team in the transaction.

J Sagar Associates has advised Joyson Safety Systems on the formation of a tri-party joint venture to merge its two existing joint ventures in India. KSS Abhishek Safety Systems, a JV of Joyson with Abhishek Industries, is being merged with Takata India, a JV between Anand Group and Joyson. The merger of the two entities is subject to approval of the National Company Law Tribunal. Joyson is a leading global supplier of mobility safety systems, including airbags, seatbelts, steering wheels, electronic safety systems and child restraints. In 2018, Joyson acquired substantially all of the global assets of Japan-based Takata, another leading global supplier of mobility safety systems, out of cross-border bankruptcies in the US and Japan, which resulted in two JVs in India. Joyson sold 6.69 percent while Abhishek Industries sold 33.35 percent of their shareholding in KSS Abhishek to Anand Group, to bring about the new shareholding structure of the tri-party venture to Joyson (65 percent), Anand Group (30 percent) and Abhishek Group (five percent). Partners Upendra Nath Sharma and Pallavi Puri, supported by partners Vinod Kumar and Vaibhav Choukse, led the firm’s team in the transaction, which was valued at approximately Rs1.4 billion (US$20.1m).

K&L Gates has advised JP Lease Products & Services and Stratos Aircraft Management on a first-of-its-kind “JOL AIR 2019-1” aircraft lease asset-backed security (ABS) transaction, in which JP Lease acquired 15 aircraft valued at US$683.2 million from GE Capital Aviation Services and Pembroke Capital Aircraft, among others, involving eleven lessees in ten countries across three continents. This is the first aircraft lease ABS utilising Japanese operating lease (JOL) equity, as well as JP Lease’s and Stratos’ inaugural ABS as issuer and servicer, respectively. Some of the deal’s unique features include a low weighted average aircraft age of approximately four years, a high weighted average remaining aircraft lease term of approximately 8.3 years, key man servicer replacement provisions, and 100 percent cash sweep at the bottom of the waterfall, for the benefit of the Class A and B noteholders prior to any payment being made to the JOL equity holders. Partner and global head of aviation finance Robert Melson Jr, supported by partners Kamil Gerard Ahmed, Sebastian Smith, Neil Campbell and Takahiro Kawaguchi, led the firm’s team in the transaction.

Khaitan & Co has advised Runwal Developers on the 50.50 joint venture with Warburg Pincus for setting up a realty platform for investment in retail-led, mixed-use properties across India, with an initial commitment of US$400 million. Runwal Developers is one of Mumbai’s premier real estate brands, operating in the residential, commercial and organised retail verticals. Partners Haigreve Khaitan and Deepak Jodhani, supported by partner Shailendra Bhandare, led the firm’s team in the transaction.

Khaitan & Co has also advised CESC Ventures on the acquisition, through primary and secondary investments, of a 64.63 percent stake in Herbolab India. The overall deal consideration, inclusive of both primary and secondary investment, is approximately Rs321.75 billion (US$4.6m), subject to post-closing adjustments. India-listed CESC Ventures is a part of the Sanjiv Goenka-owned RP-Sanjiv Goenka Group. It is engaged, inter alia, in owning, operating, investing and promoting business in the fields of information technology, business process outsourcing and other ventures, including fast-moving consumer goods business. Herbolab India is a manufacturer of Ayurveda medicines and products, operating under the brand name “Dr. Vaidya’s”, with pan India presence. Partner Ashraya Rao led the firm’s team in transaction.

Maples & Calder (Hong Kong) has acted as Cayman Islands counsel to New York-listed JinkoSolar Holding on its offering of US$85 million 4.5 percent convertible senior notes due 2024, convertible into American depositary shares, and its offer to issue and sell approximately four million American depositary shares to Credit Suisse Securities (USA) and Barclay Capital, as representatives to the underwriters. Partner Greg Knowles led the firm’s team in the transaction, which closed on May 17, 2019, while Cleary Gottlieb Steen & Hamilton acted as US counsel. Kirkland & Ellis International acted as US counsel to the purchasers of the notes and the underwriters.

Maples & Calder (Hong Kong) has also acted as Cayman Islands counsel to Cayman Islands company Jiayin Group on its IPO of 3.5 million American depositary shares, representing its Class A ordinary shares, and the listing of such ADSs on the Nasdaq. Jiayin Group is a leading online individual finance marketplace in China connecting individual investors and individual borrowers. The offering, which closed on May 14, 2019, raised approximately US$36.75 million. Partner Richard Spooner led the firm’s team in the transaction, while Kirkland & Ellis acted as US counsel. Simpson Thacher & Barlett acted as US counsel to Roth Capital Partners, representative of the underwriters.

Veyrah Law has advised Pristyn Care, a health delivery start-up, on raising US$4 million in Series A funding from Sequoia India, wherein Sequoia India subscribed to equity and preference shares of Pristyn Care. Founded in late 2018, Pristyn Care offers patients affordable advanced surgical care through innovative surgical techniques and recovery measures. It offers patients a range of elective surgeries across proctology, gynaecology, urology and ENT. Sequoia India is known to invest in both public and private companies. It specialises in incubation, seed stage, start-up stage, early stage and growth stage investments in private companies, providing them with much needed capital for their growth and development. Partner Ajay Joseph led the firm’s team in the transaction, which was completed on January 30, 2019 and announced on June 3, 2019. Themis Associates, with a team led by associate partner Nisha Mallik, advised Sequoia India.

Deals – June 12, 2019

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Allen & Gledhill has advised the Housing and Development Board on the issue of S$700 million (US$513.3m) principal amount of fixed rate notes due 2024, as Series 086 under its S$32 billion (US$23.5b) multicurrency medium term note programme. Partners Margaret Chin, Fabian Tan and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised PCI on the S$264.8 million (US$194m) proposed acquisition, by way of a scheme of arrangement, of all shares in PCI by Pagani Holding III. The transaction resulted in the privatisation of PCI and its delisting in Singapore. Partners Christopher Koh and Elsa Chen led the firm’s team in the transaction.

AZB & Partners has advised Bharti Airtel on its rights issue of up to 1.13 billion equity shares with face value of Rs5 (US$0.072) each, for cash at Rs220 (US$3.17) per rights equity share, including a premium of Rs215 (US$3.10) per rights equity share, aggregating up to approximately Rs249.4 billion (US$3.6b), to the eligible shareholders of the issuer. Partners Madhurima Mukherjee and Agnik Bhattacharyya led the firm’s team in the transaction, which was completed on May 29, 2019.

AZB & Partners is also acting as Indian counsel to Airtel Africa on its US$750 million IPO for admission and listing of its shares in London. Partners Madhurima Mukherjee and Agnik Bhattacharyya are also leading the firm’s team in the transaction, which was signed on May 28, 2019 and is yet to be completed.

Clayton Utz is advising New York-listed Genuine Parts Company (GPC) on taking its existing stake in Australian-based Inenco Group to 100 percent, through an agreement announced to the market on May 22, 2019. GPC is a leading distributor of automotive, industrial replacement parts and electrical specialty materials, and business products, with 2018 revenues of US$18.7 billion. Headquartered in Sydney, Inenco is one of Australasia’s leading industrial distributors of bearings, power transmission and seals, with estimated annual revenues of approximately US$400 million. The transaction is expected to close on July 1, 2019. Corporate partner Samy Mansour, supported by banking and financial services partner Alex Schlosser, led the firm’s team in the transaction, while Simpson Grierson provided NZ law advice. Allen & Overy is acting for the sellers.

Clifford Chance has advised a syndicate of banks on the issuance of Hong Kong’s first listed bond by a non-government issuer offered through the stock exchange’s Central Clearing and Settlement System, made available to both retail and institutional investors. The Reg S bonds issued by the Agricultural Development Bank of China, one of China’s three policy banks, include Rmb2 billion (US$289m) 3.08 percent retail and institutional bonds due 2020, and Rmb1 billion (US$144.5m) 3.23 percent institutional only bonds due 2022. The syndicate of banks include Bank of China, Bank of China (Hong Kong), Standard Chartered Bank (Hong Kong), Bank of Communications Hong Kong Branch, China Construction Bank (Asia), Industrial and Commercial Bank of China (Asia), Agricultural Bank of China Hong Kong Branch, BOCOM International Securities, Shanghai Pudong Development Bank Hong Kong Branch, The Hongkong and Shanghai Banking Corporation, Citigroup Global Markets, Mizuho Securities Asia, and KGI Asia. Partner David Tsai, supported by partners Connie Heng and Mark Chan, led the firm’s team in the transaction.

Cyril Amarchand Mangaldas has advised IndiGrid and the sponsor, Sterlite Power Grid Ventures, on raising a primary capital of Rs25.14 billion (US$362m). The issue was subscribed by Esoteric II, an affiliate of KKR, and GIC Infra Holdings, an affiliate of GIC. The issue is the first preferential issue by a listed InvIT under the SEBI Preferential Issue Guidelines for InvITs, and the first private investment in public equity transaction by an InvIT. The proceeds will be used for financing the acquisition of operating transmission assets NRSS XXIX Transmission and Odisha Generation Phase II Transmission, for an aggregate enterprise value of Rs38.29 billion (US$551.8m) and Rs12.1 billion (US$174.4m), definitive documents for which were executed simultaneously. Further, the transaction provides IndiGrid and Sterlite Investment with a pipeline of acquisition of three additional operating transmission assets from Sterlite Power for an aggregate enterprise value of Rs65 billion (US$936.6m). The transaction also provides for the sale by Sterlite Power Transmission of 74 percent controlling stake in Sterlite Investment, the investment manager of IndiGrid, to a KKR affiliate. The issue opened on April 30, 2019 and closed on May 4, 2019. Partner Kranti Mohan, supported by partners Pranay Chandran, Bharat Budholia and Avaantika Kakkar, led the firm’s team in the transaction. Latham & Watkins acted as international counsel to Edelweiss Financial Services, Axis Capital, Citi Global Markets India and IndusInd Bank, as the book-running lead managers. Simpsons Thacher and Bartlett acted as international counsel while EY acted as transaction adviser to KKR. Khaitan & Co, AZB & Partners and Nishith Desai Associates also advised on the deal.

Davis Polk has advised Haitong UniTrust International Leasing on its spinoff from Hong Kong and Shanghai-listed Haitong Securities, by way of an IPO, including a public offering in Hong Kong and Regulation S international offering, and separate listing in Hong Kong. The gross proceeds from the global offering amounted to approximately HK$2.32 billion (US$297.74 million), prior to any exercise of the over-allotment option. Founded in 2004, Haitong UniTrust is a large and fast-growing financial leasing company in China. Partners Bonnie Chan and Li He led the firm’s team in the transaction.

Davis Polk has also advised the joint lead managers on RongXingDa Development’s (BVI) Regulation S offering of the US$175 million principal amount of eight percent senior notes due 2022, to be consolidated and form a single class with the US$325 million eight percent senior notes due 2022 issued on April 24, 2019. The notes are guaranteed by RiseSun Real Estate Development. Shenzhen-listed RiseSun is a leading real estate developer in China, focusing on developing quality residential properties. It has established a strong market position in the Beijing-Tianjin-Hebei Bohai Economic Rim and the Yangtze River Delta Region, and has been actively expanding into the Greater Bay Area and central and western China. Partner Gerhard Radtke led the firm’s team in the transaction.

HSA Advocates has advised Mindgate Solutions and its promoters, including George Sam and Guhan Muthuswamy, on the strategic investment by US-based electronic payments company ACI Worldwide. As part of this investment, ACI and Mindgate will deliver a joint real-time payments solution that will combine ACI’s proven Universal Payments software solutions with Mindgate’s digital overlay services. This investment will also provide Mindgate with the ability to expand its footprint globally. Mindgate processses 30 million digital transactions globally everyday, and 70 percent of UPI transactions are currently routed through Mindgate-customer banks. UPI has quickly emerged as the second most common method of digital payment in India. ACI has acquired a minority stake in Mindgate Solutions, by way of primary as well as secondary subscription of equity shares. Partner Rachika Sahay led the firm’s team in the transaction.

Khaitan & Co has advised B9 Beverages on the approximately US$4.3 million issuance of Pre-Series C compulsorily convertible cumulative preference shares to Sixth Sense Ventures. Partner Mayank Singh led the firm’s team in the transaction.

Khaitan & Co has also advised Ola Electric Mobility (OEM) on the Series A round of funding in OEM by RNT Associates. Partners Sharad Moudgal and Rishabh Bharadwaj led the firm’s team in the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Pujiang International Group on its global offering of shares and listing in Hong Kong. The group is the largest provider of bridge cables for construction of super-long-span bridges and the third largest pre-stressed materials manufacturer in China. The offering, which closed on May 28, 2019, raised approximately HK$536 million (US$68.5m). Partner Lorraine Pao led the firm’s team in the transaction, while K&L Gates and Grandall Law Firm acted as Hong Kong and China counsel, respectively. Norton Rose Fulbright Hong Kong acted as Hong Kong counsel while JunHe acted as China counsel to Haitong International Capital, as the sole sponsor.

Maples and Calder (Hong Kong) has also acted as BVI counsel to Sweet Leaf Capital on its 2020 notes and exchange offer of the US$100 million nine percent notes due 2019 to the 2020 notes. The 2020 notes are listed on the international stock exchange. The investor of the 2020 notes is FTLife Insurance. The transaction closed on May 19, 2019. Partner Everton Robertson led the firm’s team in the transaction, while Lu & Partners acted as Hong Kong counsel and Haiwen & Partners acted as China counsel.

Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has acted for Swiss Re American Corporation and Swiss Re Capital Markets on the issuance of the US$100 million Series 2019-1 Class A notes by First Coast Re II. The transaction is the first Rule 144A catastrophe bond issuance in Singapore. Partners Simon Goh, Lee Xin Mei and Cheryl Tan led the firm’s team in the transaction.

Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, is also acting for Hong Leong Asia, as the ultimate offeror, on the approximately S$219.8 million (US$161m) voluntary unconditional cash offer to acquire all the remaining ordinary shares, excluding treasury shares, and preference shares in the capital of Tasek not already held by HL Cement (Malaysia) and Ridge Star as joint offerors for the offer. Partner Cynthia Goh is leading the firm’s team in the transaction.

Shook Lin & Bok has acted for DBS Trustee, the trustee of Eagle Hospitality Real Estate Investment Trust (EH-Reit), on the proposed listing and offering of stapled securities of Eagle Hospitality Trust, a stapled group comprising EH-Reit and Eagle Hospitality Business Trust, in Singapore, by way of an international placement to investors and IPO, to raise gross proceeds of approximately US$565.8 million. Partners Tan Woon Hum and Andrea Ng led the firm’s team in the transaction.

Skadden has advised GSX Techedu, one of China’s leading online education companies, on its US$208 million IPO of American depositary shares in New York. GSX Techedu intends to use the net proceeds to recruit teaching staff, bolster its technology infrastructure, develop its educational content, and for working capital and general corporate purposes. Trading began on June 6, 2019. Hong Kong partner Julie Gao led the firm’s team in the transaction.

Thanathip & Partners is advising Allianz on its strategic alliance in life and non-life insurance business in Thailand with Sri Ayudhya Capital (AYUD), via an acquisition by Allianz of equity interest in AYUD thru a partial tender offer and a private placement increasing its aggregate shareholding in AYUD to 48.72 percent at completion, and a business integration of Allianz General Insurance and Sri Ayudhya General Insurance. Partners Thanathip Pichedvanichok and Chawaluck Sivayathorn Araneta led the firm’s team in the transaction.

Thanathip & Partners is also advising DKSH (Thailand) on its acquisition of the entire distribution operations of scientific and laboratory devices from a group of sellers, who are leaders in the distribution of scientific and laboratory devices in Thailand. Partner Chawaluck Sivayathorn Araneta led the firm’s team in the transaction.

Deals – June 5, 2019

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Allen & Gledhill has advised Keppel Infrastructure Fund Management, as trustee-manager of Keppel Infrastructure Trust, on the establishment of a S$1 billion (US$733m) multicurrency debt issuance programme by Keppel Infrastructure Trust. Partners Bernie Lee and Sunit Chhabra led the firm’s team in the transaction.

Allen & Gledhill has also advised Medco Energi Internasional on the issue of US$650 million 7.375 percent senior notes due 2026 by its wholly-owned subsidiary Medco Oak Tree. The proceeds are to be used for payment of the acquisition of Ophir Energy. Partners Glenn Foo and Sunit Chhabra led the firm’s team in the transaction.

AZB & Partners has advised GlaxoSmithKline on its acquisition of a majority controlling equity interest of 68 percent in GlaxoSmithKline Consumer Healthcare Holdings, which will combine both GlaxoSmithKline and Pfizer’s consumer healthcare businesses. Partner Samir Gandhi led the firm’s team in the transaction, which was completed on May 22, 2019.

AZB & Partners has also advised ECL Finance, the NBFC credit business of the Edelweiss Group, on the Rs18 billion (US$259.5m) acquisition by CDPQ Private Equity Asia of a more than 10 percent stake in ECL. Partners Ashwath Rau and Anu Tiwari led the firm’s team in the transaction, which was completed on May 7, 2019.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to 21Vianet Group, a Cayman Islands company listed on Nasdaq and a leading carrier- and cloud-neutral internet data centre services provider in China, on its tender offer for US$300 million of its outstanding seven percent senior notes due 2020, and its concurrent offering and issuance of US$300 million of new 7.875 percent notes due 2021. The new notes are listed in Singapore. Partner Richard Spooner led the firm’s team in the transaction, which closed on April 15, 2019. Skadden, Arps, Slate, Meagher & Flom and Han Kun Law Offices acted as US and China counsel, respectively. Davis Polk & Wardwell and Jun He Law Offices acted as US and China counsel, respectively, to the joint book-runners and lead managers, including Credit Suisse (Hong Kong), Barclays Bank and Orient Securities (Hong Kong).

Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to Huya, a Cayman Islands company, on its follow-on offering of 18.4 million American depositary shares, representing its Class A ordinary shares, and the listing of such ADSs in New York. Huya is a leading game live streaming platform in China. The offering, which closed on April 12, 2019, raised approximately US$313.8 million. Partners Greg Knowles and Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Kirkland & Ellis acted as US counsel to Credit Suisse Securities (USA), Goldman Sachs (Asia), Citigroup Global Markets and Jefferies, the representatives of the underwriters.

Milbank has acted as US counsel to BNP Paribas Securities, as the sole sponsor, and China International Capital Corporation Hong Kong Securities, The Hong Kong and Shanghai Banking Corporation and Kingsway Financial Services Group, as the joint global coordinators and underwriters, on the Hong Kong IPO, with a Rule 144A/ Reg S offering, of Xinyi Energy Holdings. Approximately 1.9 billion shares were sold for HK$1.94 (US$0.247) each, raising US$468.5 million. This marks the second biggest first-time share sale in Hong Kong to date in 2019. This IPO is a spin-off listing from parent company Xinyi Solar, a Hong Kong-listed solar glass manufacturer. One of the leading solar farm owners and operators in China, Xinyi Energy plans to use the proceeds to add another 540MW of generation capacity to its portfolio. The solar company currently operates a 954 MW portfolio of PV plants in China. Global capital markets partner David Kuo led the firm’s team in the transaction.

Simpson Thacher & Bartlett has represented Mulsanne Group on its IPO and Rule 144A/Regulation S offering of 200 million shares, prior to the exercise of the overallotment option. The total offering size was HK$878 million (US$112m). The shares of Mulsanne Group are listed in Hong Kong. Credit Suisse, Citi and CMB International acted as joint sponsors and joint global coordinators. A leading fashion menswear company based in China, Mulsanne Group operates a new rail platform that focuses on providing customers with a seamless and integrated shopping experience and identifying customers’ needs, by integrating offline retail stores with online channels through the support of big data analytics. Partner Christopher Wong led the firm’s team in the transaction.

Skadden has represented Uxin, the largest used car e-commerce platform in China, on its US$230 million issuance and sale of convertible notes, through a private placement. The investors include 58.com, Warburg Pincus and TPG. Hong Kong partner Julie Gao led the firm’s team in the transaction, which was announced on May 29, 2019.

S&R Associates is representing ArcelorMittal on its Rs502.31 billion (US$7.24b) joint takeover bid with Nippon Steel for Essar Steel India, under the Insolvency and Bankruptcy Code 2016.

S&R Associates has also represented the broker in the Rs13.59 billion (US$196m) offer for sale, through the stock exchange mechanism in India, of 33.03 million shares of HDFC Life Insurance Company by a promoter, Standard Life (Mauritius Holdings) 2006. Partners Sandip Bhagat and Juhi Singh led the firm’s team in the transaction.

Weerawong C&P has represented F&N Retail Connection, a joint venture between ThaiBev and Fraser and Neave, on its joint venture with Maxim’s Group of Hong Kong, whereby the joint venture company, Coffee Concepts Thailand, acquired all existing Starbucks outlets in Thailand and became the country’s sole franchisee for 40 years. The US$650 million acquisition closed in May 2019. Partner Sunyaluck Chaikajornwat led the firm’s team in the transaction.

White & Case has advised the initial purchasers on the US$1.5 billion senior notes offering of MGM China Holdings, a consolidated subsidiary of MGM Resorts International. The offering, which was the debut 144A/ Regulation S bond issuance by MGM China, consisted of US$750 million 5.375 percent senior notes due 2024 and US$750 million 5.875 percent senior notes due in 2026. Hong Kong partner Jessica Zhou led the firm’s team in the transaction.

Deals – May 29, 2019

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Allen & Gledhill has advised ARA Trust Management (manager of ARA US Hospitality Property Trust), ARA Business Trust Management (trustee-manager of ARA US Hospitality Management Trust), together with the Reit Manager, and ARA Real Estate Investors 23 (sponsor of ARA US Hospitality Trust), on the approximately US$498 million IPO of ARA US Hospitality Trust in Singapore. ARA US Hospitality Trust is a stapled group comprising of ARA US Hospitality Property Trust and ARA US Hospitality Management Trust. The firm also advised the managers on the approximately US$270.8 million loan facilities, comprising of a five-year secured term and letter of credit facilities of up to approximately US$260.8 million and a three-year unsecured revolving credit facility of up to US$10 million. Deputy managing partner Jerry Koh and partners Foong Yuen Ping, Chua Bor Jern, Jafe Ng and Ong Kangxin led the firm’s team in the transaction.

Allen & Gledhill has also advised ARA Trust Management (Suntec), as manager of Suntec Real Estate Investment Trust, on the S$400 million (US$290.3m) loan facilities to HSBC Institutional Trust Services (Singapore), as trustee of Suntec Reit. The proceeds of the facilities were to refinance its existing borrowings and for general working capital. Partner Jafe Ng led the firm’s team in the transaction.

Ashurst has acted for Bank Negara Indonesia, as sole arranger and original lender, on the approximately US$232 million secured facilities extended to Indonesian gold mining company J Resources Nusantara, through its subsidiaries, with operating projects in Indonesia and Malaysia. The facilities were used, in part, to refinance existing operating projects of J Resources and its subsidiaries, as well as to develop a new gold mine in North Sulawesi, Indonesia. Partners Jean Woo (Singapore) and Rizaldy Tauhid (Jakarta) led the firm’s team in the transaction.

AZB and Partners is advising SRF on its Rs3.2 billion (US$46m) sale of its engineering plastics business to DSM India. Partner Daksh Trivedi is leading the firm’s team in the transaction, which was signed on May 11, 2019 and is yet to be completed.

AZB & Partners has also advised Abu Dhabi Commercial Bank on its merger with Union National Bank, with the combined entity acquiring 100 percent shareholding of Al Hilal Bank. Subsequent to the transaction, Union National Bank has delisted in Abu Dhabi and has dissolved as a legal entity. Partners Ashwath Rau and Anu Tiwari led the firm’s team in the transaction, which was valued at Rs272 billion (US$3.9b) and was completed on May 1, 2019.

Gibson, Dunn & Crutcher is advising Amryt Pharma, a biopharmaceutical company focused on rare and orphan diseases, on its agreement to acquire Aegerion Pharmaceuticals, a subsidiary of Novelion Therapeutics. The transaction has been unanimously approved and recommended by the boards of Amryt, Aegerion and Novelion. The combined group had 2018 pro-forma combined revenues of US$136.5 million. The transaction creates a rare disease business with two approved products, namely lomitapide (Lojuxta/Juxtapid) and metreleptin (Myalept/Myalepta). The deal reunites the lomitapide franchise, and transforms Amryt into a global player in the orphan disease market. Contingent value rights will be issued to Amryt stakeholders, which could result in the payment of up to an additional US$85 million, in cash or stock. Amryt plans to raise US$60 million in equity, concurrent with the closing of the transaction, and certain Aegerion bondholders have agreed to backstop this equity raise. Partners William Sorabella (New York), George Stamas (Washington DC / New York) and Nigel Stacey (London), supported by partners Robert Klyman (Los Angeles), Matthew Williams (New York) and Andrew Fabens (New York), are leading the firm’s team in the transaction.

J Sagar Associates has advised Mirae Asset-Naver Asia Growth Investment and Mirae Asset Capital Markets (India) on their investment of approximately US$30 million and US$5 million, respectively, into ANI Technologies (OLA), one of the world’s largest ride-sharing companies. OLA integrates city transportation for customers and driver-partners onto a mobile technology platform, ensuring convenient, transparent, and quick service fulfilment. The investment forms part of OLA’S continuing large Series J round of fundraising, which has recently seen participation from Hyundai Motors and Kia Motors. Partner Manav Raheja, supported by partners Amitabh Kumar and Vaibhav Choukse, led the firm’s team in the transaction.

J Sagar Associates has also advised Krishak Bharati Cooperative on the proposed sale of the 76 percent share of its wholly-owned subsidiary KRIBHCO Infrastructure to Continental Warehousing (Nhava Seva). KRIBHCO Infrastructure is an integrated multi-modal logistics operator in India, operating major inland container depots / private freight terminals, and has container train operations with a pan India outreach. Continental Warehousing is a subsidiary of Hindustan Infralog, a joint venture between Dubai Ports World and National Investment and Infrastructure Fund. With the proposed transaction, Hindustan Infralog will become one of the leading integrated rail terminal and container train operators in India, with an enhanced network to provide end-to-end connectivity to cargo owners. Partners Sidharrth Shankar, Bijal Chhatrapati and Bharat Bhushan Sharma led the firm’s team in the transaction.

Khaitan & Co has advised Pfizer on the merger filing before the Competition Commission of India. The proposed transaction envisages the formation of a new global consumer healthcare joint venture between GlaxoSmithKline (GSK) and Pfizer, by combining their respective global consumer healthcare businesses. Globally, GSK will acquire Pfizer’s consumer healthcare business, via a series of share and asset sales, and, as consideration, Pfizer will acquire a 32 percent shareholding in the JV, GSK Consumer Healthcare Holdings. After the transaction, GSK will hold a majority and controlling stake of 68 percent in the JV, while Pfizer will hold the remaining non-controlling stake of 32 percent. Executive director Arshad Khan and partner Anisha Chand led the firm’s team in the transaction.

Khaitan & Co has also advised Nippon Life Insurance on the acquisition from Reliance Capital of such number of equity shares of the company, which in the aggregate, along with the shares purchased by Nippon under the open offer and together with Nippon’s 42.88 percent current shareholding in the company, shall result in Nippon’s shareholding not exceeding 75 percent of the total issued and paid up equity share capital of the company, on the date of such acquisition. Since the proposed acquisition exceeds five percent of the total issued and paid up equity share capital of Reliance Capital, Nippon shall make an open offer for acquisition of shares from the company’s public shareholders, in accordance with the SEBI Regulations. Under the terms of the agreement, Reliance Capital is entitled to sell 10.76 percent of its shareholding in the company, via a SEBI-prescribed method, to enable the company to meet minimum public shareholding (MPS) requirements. After completion of the transaction, Reliance Capital is obligated to sell its residual shareholding in the company (shareholding remaining after acquisition by Nippon of the purchase shares) to the public shareholders, via a SEBI-approved method, to comply with MPS requirements. Executive director Sudhir Bassi and partners Niren Patel, Aravind Venugopal, Arindam Ghosh, Aditya Cherian and Thomas George led the firm’s team in the transaction.

Kirkland & Ellis has represented SC Capital Partners, a Singapore-based institutional real-estate investment management firm, on raising its fifth discretionary real estate private equity fund, Real Estate Capital Asia Partners V (RECAP V). The US$850 million total capital raising comprises of US$650 million fund equity commitments, plus US$200 million co-investment interest from existing RECAP V investors. RECAP V held its final close on May 21, 2019, raising institutional capital from North America, Europe and Asia-Pacific. The RECAP V investment strategy is similar to its successful predecessor, RECAP Funds, with a focus on acquiring a portfolio of pan Asia-Pacific real estate investments through a disciplined investment approach of targeting undervalued, undermanaged and distressed assets and special situations. Investment funds partners Damian Jacobs and Kelly Ryan, supported by partners Stephen Butler (tax), Elizabeth Dyer (ERISA), Adam Skinner (regulatory) and Joshua Westerholm (investment funds), led the firm’s team in the transaction.

L&L Partners has advised Fortis Healthcare, one of the leading integrated healthcare delivery service providers in India, along with its group companies, on the completion of the sale of its stake in The Medical and Surgical Centre (MSC), Fortis’s indirect offshore joint venture in Mauritius and a Mauritius-listed healthcare provider. The purchasers are existing MSC shareholder CIEL Healthcare and one of its group companies. The seller is Fortis Healthcare International Mauritius, a wholly-owned subsidiary of Fortis. The divestment of the securities pursuant to the transaction has been carried out for approximately US$11.14 million. The transaction is in line with Fortis’ intention to maintain a leaner corporate structure and to effectively monetise certain assets in the process. Partners Sundeep Dudeja and Vaibhav Kakkar led the firm’s team in the transaction, which remains subject to regulatory and shareholders approvals.

Maples Group (Hong Kong) has advised Klook on a US$425 million series D/D+ round funding, led by SoftBank Vision Fund, followed by Sequoia China, Matrix Partners, TCV, and OurCrowd. Founded in 2014, Klook is a travel activities and services booking platform that gives travellers a way to discover and book attractions, tours, local transportation, best foods and unique experiences around the world on its website and app. Partner Everton Robertson led the firm’s team in the transaction, which closed in April 2019.

Maples Group (Hong Kong) has also acted as Cayman Islands counsel to Xinyuan Real Estate on its tender offer to purchase for cash the outstanding 8.125 percent senior notes due 2019, and the issuance of US$200 million 14.2 percent senior notes due 2021, and to certain Cayman Islands subsidiaries of the company, who guaranteed the notes. The notes are listed in Singapore. The transaction closed on April 16, 2019. Partner Derrick Kan led the firm’s team in the transaction, while Sidley Austin acted as Hong Kong and US counsel and DaHui Lawyers acted as China counsel. Shearman & Sterling acted as US counsel, while Commerce & Finance Law Offices acted as China counsel to the initial purchasers, including UBS AG Hong Kong Branch, Merrill Lynch (Asia Pacific), Barclays Bank, Guotai Junan Securities (Hong Kong) and Haitong International Securities.

Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, is acting for Golden Compass (BVI) on the S$1.025 billion (US$744m) acquisition of the entire issued and paid-up share capital of Oxley Beryl, the registered proprietor of the property situated at 30 Raffles Place, Singapore and known as “Chevron House.” Partners Tan Chon Beng, Norman Ho and Cindy Quek are leading the firm’s team in the transaction.

Shook Lin & Bok has acted for DBS Trustee, the trustee of ARA US Hospitality Trust (ARAHT), on ARAHT’s listing and IPO in Singapore to raise gross proceeds of approximately US$498 million. It is the Singapore bourse’s first hospitality trust focused purely on the US market and the first new mainboard listing on the local bourse this year. Partners Tan Woon Hum and Andrea Ng led the firm’s team in the transaction.

S&R Associates has represented Shipra group on a Rs1.3 billion (US$18.7m) private treaty acquisition of real property under the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002, as amended, from the Housing Development Finance Corporation. Partner Mohit Gogia led the firm’s team in the transaction.

S&R Associates has also represented MakeMyTrip, a Nasdaq-listed company, on Indian competition law matters in the proposed share exchange transaction between Ctrip.com International and Naspers, following which Ctrip and a third-party investment entity will own ordinary shares and class B shares of MakeMyTrip, representing approximately 49 percent and four percent, respectively, of its total voting rights, and Naspers will own 5.6 percent of Ctrip’s outstanding ordinary shares. Partner Rajat Sethi led the firm’s team in the transaction, which is subject to customary closing conditions, including regulatory approvals.

Deals — May 22, 2019

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Allen & Gledhill has advised Ying Li International Real Estate on the mandatory unconditional cash offer for all the issued and paid-up ordinary shares in its capital made by DBS Bank, for and on behalf of State Alpha, a unit of China Everbright, a leading cross-border investment and asset management company in China. The acquisition and offer are anticipated to improve Ying Li’s company profile in the equity and debt capital markets. Partners Andrew Lim and Lee Kee Yeng led the firm’s team in the transaction.

Allen & Gledhill has also advised DBS Group Holdings on the issue of its US$750 million 2.85 percent notes due 2022, under its US$30 billion global medium term note programme. Partner Glenn Foo led the firm’s team in the transaction.

AZB & Partners has acted as India counsel to Deutsche Bank Singapore Branch, Australia and New Zealand Banking Group, BNP Paribas, Citigroup Global Markets, Credit Suisse (Hong Kong), First Abu Dhabi Bank, JP Morgan Securities, Mizuho Securities Asia, SBICAP (Singapore) and Standard Chartered Bank, as the joint lead managers, on JSW Steel’s issuance of US$500 million 5.95 percent notes due 2024. Partners Varoon Chandra and Richa Choudhary led the firm’s team in the transaction, which was signed on April 5, 2019 and was completed on April 18, 2019.

AZB & Partners is also advising ECL Finance, the NBFC credit business of the Edelweiss Group, on the acquisition by CDPQ Private Equity Asia of a more than ten percent stake in ECL. Rahul Rai is leading the firm’s team in the transaction, which was valued at Rs18 billion (US$258.5m) and is yet to be completed.

Clayton Utz has advised on the restructure of the Napoleon Perdis Cosmetics group, following its high-profile collapse into voluntary administration earlier this year. The transaction involved a complex restructure, which culminated in the sale of the business within three months of the appointment of Worrells as administrators on January 31, 2019. The expedited global sale process attracted 41 parties, with KUBA Investments as the successful bidder. KUBA’s acquisition of the group was via deed of company arrangement and a subsequent creditors’ trust, involving a transfer of 100 percent of the shares in the company to KUBA. Although complex, the transaction structure meant the business was able to be continued seamlessly as a going concern. Restructuring and insolvency partner Orla McCoy, supported by partners Geoff Hoffman (corporate / M&A) and Tim Webb (IT / IP), led the firm’s team in the transaction.

Cyril Amarchand Mangaldas has acted as Indian counsel to Citigroup Global Markets, HSBC, Axis Bank, Merrill Lynch (Singapore), JP Morgan Securities and YES Bank, as the joint global coordinators and initial purchasers, on the US$300 million fundraising by GMR Hyderabad International Airport (GHIA). As part of the transaction, GHIA raised funds by way of issue of 5.375 percent senior secured notes aggregating to US$300 million due in 2024. The notes have been listed in Singapore. The offering memorandum was signed on April 3, 2019, and the deal closed on April 10, 2019. Partners Ajay Sawhney and Pranav Sharma led the firm’s team in the transaction, while Milbank acted as international counsel to the joint global coordinators, namely Citi Group and HSBC. Shearman & Sterling acted as international counsel to GMR Hyderabad International Airport.

Cyril Amarchand Mangaldas has also acted as Indian counsel to Kotak Mahindra, DSP Merrill Lynch, Morgan Stanley and HDFC Bank, as the lead managers, on the Rs250 billion (US$3.6b) rights issue of Vodafone Idea. The transaction is the largest rights issue to date in India, and was the first capital raising undertaken by Vodafone Idea, post the merger of Vodafone India into Idea Cellular in August 2018. As part of the transaction, Vodafone offered approximately 20 billion equity shares at Rs12.50 (US$0.18) each, aggregating to Rs250 billion (US$3.6b). The offer document was filed on March 22, 2019, and the transaction closed on May 4, 2019. Partners Yash Ashar and Abhinav Kumar led the firm’s team in the transaction, while Sidley Austin acted as international counsel. S&R Associates, with a team led by partners Sandip Bhagat and Jabarati Chandra, acted as domestic counsel to Vodafone India.

Davis Polk has advised Luckin Coffee (LC) on its SEC-registered IPO of 33 million American depositary shares, for total net proceeds of approximately US$570 million. Each ADS represents eight Class A LC ordinary shares. LC has granted the underwriters an option to purchase up to an additional 4.95 million ADSs. The firm also advised LC on its concurrent private placement to Louis Dreyfus at the IPO price, with an aggregate value of up to US$50 million, and its Series B-1 share issuance for an aggregate consideration of US$150 million to certain investors, including private funds managed by BlackRock. The ADSs are listed in the Nasdaq. LC has pioneered a technology-driven new retail model to provide coffee and other products of high quality, high affordability and high convenience to the customers. Partners Li He and James Lin led the firm’s team in the transaction.

Gibson, Dunn & Crutcher is advising NetEase, one of China’s leading internet and online game services providers, on its collaboration with Marvel Entertainment, the world-famous entertainment company. NetEase and Marvel will collaborate to create original entertainment content based on internationally beloved Marvel stories. Joint products, including games, television series and comic books featuring Marvel characters, will be developed for users in China and beyond. Hong Kong corporate partner Paul Boltz, supported by Palo Alto IP partner David Kennedy, led the firm’s team in the transaction.

J Sagar Associates has acted as sole Indian counsel to Export-Import Bank of India on the issue of US$500 million bonds under its US$10 billion medium term note program. Partners Dina Wadia and Uttara Kolhatkar led the firm’s team in the transaction.

J Sagar Associates has also advised and assisted Export-Import Bank of India on the listing of US$500 million bonds under its US$10 billion medium term note program on the global securities market platform of BSE’s India International Exchange. Partners Dina Wadia and Uttara Kolhatkar also led the firm’s team in the transaction.

Khaitan & Co has advised Metropolis Healthcare (MH) on its IPO of approximately 13.7 million equity shares, with face value of Rs2 each (US$0.029) for cash, aggregating to approximately Rs12 billion (US$173m), consisting of an offer for sale of more than six million equity shares aggregating to Rs5.5 billion (US$79m) by Sushil Kanubhai Shah (promoter selling shareholder) and an offer for sale of 7.4 million equity shares aggregating to Rs6.5 billion (US$93.3m) by CA Lotus Investments, a Carlyle group entity. MH is one of the leading diagnostics companies in India, by revenue, as of March 31, 2018. MH has widespread presence across 19 states in India, as of December 31, 2018, with leadership position in west and south India. Partners Abhimanyu Bhattacharya and Aditya George Cheriyan, supported by partners Anuj Shah and Kumar Saurabh Singh and director Vinita Krishnan, led the firm’s team in the transaction.

Khaitan & Co has also advised Kieraya Furnishing Solution, Lightbox Ventures, Lightbox Expansion Fund and Crescent Enterprises on the Series C4 funding in Kieraya Furnishing Solution by various investors, including Lightbox Ventures II, Lightbox Expansion Fund and Crescent Enterprises. Partner Kartick Maheshwari led the firm’s team in the transaction.

L&L Partners has advised Inteva Products on the Indian aspects of the sale of its roof systems business, consisting of the design and production line of roofs systems and components for automobiles, to CIE Automotive for a global deal value of US$755 million. The transaction involved the structuring and implementation of the pre-transaction carve-out of the roof systems business into a new special purpose subsidiary in India, and, the subsequent transfer and sale to CIE. Partner Vikrant Kumar, supported by partners Gunjan Mishra, Lokesh Shah and Nirupam Lodha, led the firm’s team in the transaction.

Simpson Thacher has represented Qutoutiao on its convertible loan agreement with Alibaba Investment, an affiliate of Alibaba Group. Pursuant to the agreement, Alibaba advanced approximately US$171 million in principal amount of convertible loan to Qutoutiao. Upon full conversion, Qutoutiao will issue new shares to Alibaba, representing approximately four percent of Qutoutiao’s share capital. The firm also represented Qutoutiao on a follow-on offering of 10 million American depositary shares, comprising approximately 3.3 million ADSs offered and sold by Qutoutiao and 6.67 million ADSs offered and sold by the selling shareholders, representing an aggregate of 2.5 million Class A ordinary shares. The total offering size was US$100 million, before the exercise of the underwriters’ overallotment option. Citigroup, Deutsche Bank Securities, CLSA and Jefferies acted as the representatives of the underwriters. Qutoutiao is an innovative and fast-growing mobile content platform company in China. Its flagship mobile application, Qutoutiao, aggregates articles and short videos from professional media and freelancers, and presents customised feeds to users. Capital markets partner Chris Lin led the firm’s teams in both transactions.

S&R Associates has represented Edelweiss Financial Services, Axis Capital, Citigroup and IndusInd Bank, as lead managers, on the Rs25.14 billion (US$361m) preferential issue of units to institutional investors by India Grid Trust (IGT), a listed infrastructure investment trust (InvIT) owning inter-state power transmission assets. Sterlite Power Grid Ventures is IGT’s sponsor and project manager, while Sterlite Investment Managers is its investment manager. This is the first preferential issue to institutional investors by an InvIT, under the SEBI (Infrastructure Investment Trusts) Regulations 2014, as amended. As part of the issue, IGT units were allotted to, among others, affiliates of Kohlberg Kravis Roberts & Co (KKR) and GIC. A KKR affiliate has also agreed to purchase shares in Sterlite Investment Managers in a change of control transaction, which is subject to approvals. Partners Sandip Bhagat and Venkatesh Vijayaraghavan led the firm’s team in the transaction.

S&R Associates has also represented Kotak Mahindra, Axis Capital, Citigroup, Edelweiss Financial Services, IIFL Holdings and YES Securities, as book-running lead managers, on the Rs13.45 billion (US$193.2m) IPO by Polycab India, the largest manufacturer in terms of revenue in the Indian wires and cables industry. The IPO received applications for equity shares aggregating Rs494 billion (US$7.1b) from investors, and was oversubscribed 52 times. Partners Sandip Bhagat and Jabarati Chandra led the firm’s team in the transaction.

Weerawong, Chinnavat & Partners has represented Global Power Synergy, the power flagship of the PTT Group, on its US$757 million investment in and development of a 250 MW energy recovery unit for the production and sale of power and 175 ton-per-hour steam from petroleum pitch under the clean fuel project of Thai Oil. The unit is part of Thai Oil’s capacity expansion project. The power plant, still under construction, is expected to come online in 2023 and will sell power to Thai Oil, which is the country’s second largest refiner, with a capacity of 275,000 barrels per day. Senior partner Veeranuch Thammavaranucupt and partners Samata Masagee and Nattaporn Pengkul led the firm’s team in the transaction, which was signed on May 10, 2019.

WongPartnership is acting for 8S Capital Holdings on the voluntary conditional cash offer for all the issued and paid-up ordinary shares of 8Super 00 Holdings and for KKR on the debt and equity financing to the offeror. Partners Ng Wai King, Hui Choon Yuen, Tan Teck Howe, Ameera Ashraf, Chan Jia Hui, Kyle Lee and Jerry Tan led the firm’s team in the transaction.