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Deals – May 2, 2018

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AZB & Partners has advised IDFC Bank on its merger with Capital First, Capital First Home Finance and Capital First Securities. Partner Rahul Rai led the transaction, which was valued at Rs95.41 billion (US$1.43b) and was completed on March 7, 2018.

AZB & Partners has also advised Virtuous Retail South Asia on its acquisition, together with its affiliate, of approximately 32.7 million equity shares, amounting to 49 percent equity, of North Delhi Metro Mall. Senior partner Hardeep Sachdeva and partner Abhishek Awasthi led the transaction, which was valued at Rs8 billion (US$120 million) and was completed on April 17, 2018.

Clifford Chance has advised LDC (China) Trading , a subsidiary of Louis Dreyfus, on its acquisition of Sinarmas Natural Resources Foodstuff Technology (Tianjin), which owns and operates oilseeds crushing and refining facilities in the Lingang Economic Area within Tianjin’s Binhai New Area district. The transaction was agreed to in November 2017 with the seller, Sinarmas Natural Resources (China) Investment, a subsidiary of Singapore-listed Golden Agri-Resources, and closed on April 2, 2018, following receipt of customary approvals. LDC China is a major supplier of soybeans to the domestic crush industry, and operates three soybean crushing facilities in Hebei, Jiangsu and Guangdong provinces. China co-managing partner Terence Foo led the transaction.

J Sagar Associates has represented Brigade Enterprises on a scheme of arrangement with Brigade Hotel Ventures, Brigade Hospitality Services and Augusta Club. The petition was filed before the National Company Law Tribunal (NCLT), Bengaluru Bench for approval. The NCLT approved the scheme under Section 230-232 of Companies Act 2013. Partner Arjun Perikal led the transaction.

J Sagar Associates has also advised Toyota Tsusho and its affiliate TechnoTrends AutoPark (TTAP)on the investment made by Japan Bank for International Cooperation (JBIC) into TTAP. The objective of this investment is to support the operation of an industrial park in the state of Gujarat in western India. Partner Vivek Chandy led the transaction. JBIC was advised by Ashurst and India Law Practice.

Khaitan & Co has acted as Indian counsel to Bessemer Venture Partners on Holiday Triangle Travel’s Series C financing round of investment, led by Fundamentum, along with existing investors SAIF Partners, Bessemer Venture Partners, RB investments and other angel investors. Bessemer Venture Partners invests in the enterprise, consumer services and healthcare sectors, from the seed stage to the growth stage. Partner Sharad Moudgal led the transaction.

Khaitan & Co has also acted as Indian counsel to PeakEquity Partners USA on the acquisition of the Indian subsidiary of Xeeva USA, as part of the acquisition of a majority stake in Xeeva USA. PeakEquity is a private equity firm focused on investments in enterprise software and solutions companies. The firm invests in businesses that have large addressable markets, market-tested technology, products and offerings, and demonstrated traction with a meaningful base of reference-able customers. Partner Anshul Prakash led the transaction.

King & Wood Mallesons has acted as Hong Kong counsel to the sole sponsor and the underwriters on the IPO and the listing of the H-shares of Tianjin Tianbao Energy in Hong Kong. Listed on April 27, 2018, the IPO comprised a share offer and placing of a total of 44.3 million shares, after the offer size adjustment option was exercised. Priced at HK$1.90 per share (US$0.242), the gross proceeds from the share offer and placing was approximately HK$84.2 million (US$10.7m). Tianbao Energy is the sole power operator in Tianjin Port Free Trade Zone, with a focus in the cogeneration of steam, together with electricity, heating and cooling. It is the only such power operator in Tianjin which is also engaged in electricity dispatch and sale. Corporate and securities partner Candy Chan led the transaction.

Luthra & Luthra is advising the lead managers on all aspects of Indian law on the proposed IPO of Lodha Developers, for which the draft red herring prospectus was filed with SEBI on April 26, 2018. Kotak Mahindra Capital, CLSA India, JM Financial and Morgan Stanley India, BOB Capital Markets, Edelweiss Financial Services, HDFC Bank, ICICI Securities, IIFL Holdings, UBS Securities India and YES Securities (India) are acting as lead managers to the proposed IPO. Partners Manan Lahoty and Ravi Dubey are leading the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands and BVI counsel to China SCE Property Holdings on its issue of US$600 million 7.45 percent senior notes due 2021. The notes are guaranteed by certain subsidiaries of the issuer and are listed in Hong Kong. The issuer is one of the leading real estate developers in Fujian Province. Partner Derrick Kan led the Maples team, while Sidley Austin acted as US and Hong Kong counsel and Jingtian & Gongcheng acted as China counsel. Davis Polk & Wardwell acted as US and Hong Kong counsel, while King & Wood Mallesons acted as China counsel to the initial purchasers.

Maples and Calder (Hong Kong) has also acted as BVI counsel to Vertex Capital Investment on its issuance of US$500 million 4.15 percent guaranteed bonds due 2019. The bonds are guaranteed by Guangzhou Industrial Investment Fund Management and are listed in Hong Kong. The issuer is a wholly-owned subsidiary of the guarantor. Partner Derrick Kan led the Maples team, while Deacons and Global Law Office acted as English counsel and China counsel, respectively.

Shardul Amarchand Mangaldas has advised the Brookfield Group on its Rs24 billion (US$360m) acquisition, thru its affiliate Brookfield Strategic Real Estate Partners II, of leasable office space in Mumbai from the Essar Group. The approximately 1.25 million sq ft office space is located across four towers in Mumbai’s Bandra Kurla Complex. Partner Jay Gandhi , supported by partner Ashoo Gupta , led the transaction, which was signedin January 2018 and closed on April 20, 2018. DSK Legal advised the Essar Group.

Sullivan & Cromwell (Hong Kong) is representing Spirit AeroSystems (US) on its divestiture from Haeco Spirit AeroSystems (JinJiang) (China), a joint venture between majority shareholders Spirit AeroSystems Global Customer Support & Services (US) and The Haeco Group (Hong Kong). Hong Kong corporate partners Michael DeSombre and Ching-Yang Lin are leading the transaction, which was announced on April 10, 2018.

S&R Associates has advised the Vodafone Group on the proposed merger of Indus Towers into Bharti Infratel, which is expected to create the world’s largest tower company outside China. Partners Rajat Sethi, Tanya Aggarwal and Radhika Iyer led the transaction, which is subject to customary approvals.

S&R Associates has also advised Dana company Spicer Gellenkwellenbau on the sale of 26.03 percent of the share capital of Hindustan Hardy Spicer to its joint venture partner XLO India. Partners Rajat Sethi and Radhika Iyer led the transaction.

WongPartnership is acting for CapitaLand Mall Trust on the sale and purchase agreement with Lian Beng-Apricot Sembawang for the S$248 million (US$186m) sale of Sembawang Shopping Centre. Partners Tan Teck Howe and Joyce Ang are leading the transaction.

 

Deals – April 25, 2018

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Allen & Gledhill has advised MCL Land on the joint venture with Yanlord Land Group and the joint venture entity held by MCL and Yanlord on the S$906.9 million (US$685m) winning bid, by way of collective sale for Tulip Garden, Singapore. Partners Ernest Teo, Tan Boon Wah and Lyn Wee led the transaction.

Allen & Gledhill has also advised OUE on the concurrent issue of S$154.7 million (US$117m) 1.5 percent convertible bonds due 2023 and S$150 million (US$113.3m) 3 percent exchangeable bonds due 2023. The convertible bonds are convertible into OUE ordinary shares, while the exchangeable bonds are exchangeable into OUE Hospitality Trust stapled securities. This is the first concurrent equity-linked issuance by a Singapore company, Asia’s first concurrent equity-linked issuance in 11 years, the first issue of exchangeable bonds by a Singapore company since 2011, and the first issue of exchangeable bonds by a Singapore-listed company. Moreover, this is the first issue of convertible bonds by a Singapore-listed company where the terms and conditions allow the issuer the flexibility to satisfy its obligation to deliver conversion shares either through the issue of new shares and/or the delivery of treasury shares. Partners Tan Tze Gay, Bernie Lee, Wu Zhaoqi and Sunit Chhabra led the transaction.

Ashurst is advising Vedanta Resources on the acquisition, by its India-listed subsidiary Vedanta, of approximately 90 percent of the paid-up share capital of Electrosteel Steels. The acquisition is being implemented pursuant to a resolution plan approved by the Indian National Company Law Tribunal, in accordance with India’s Insolvency and Bankruptcy Code 2016. Pursuant to the resolution plan, a wholly-owned subsidiary of Vedanta will subscribe for shares of India-listed Electrosteel for Rs18.05 billion (US$271.7m) and provide additional funds of Rs35.15 billion (US$529m) by way of debt. The funds received by Electrosteel as debt and equity will be used to fully settle the debts owed to the existing financial creditors of Electrosteel, by payment of Rs53.2 billion (US$800.7m). Electrosteel manufactures pig iron, billets, thermo mechanically treated bars, wire rods and ductile iron pipes, and owns and operates a greenfield integrated steel manufacturing facility near Bokaro, Jharkhand, India. India and New York-listed Vedanta is one of the world’s largest diversified natural resources companies. Corporate partner Tom Mercer is leading the transaction.

AZB & Partners is advising Reliance Industries on its acquisition of approximately 3.4 million equity shares, representing approximately 72.7 percent equity, of Indiavidual Learning. Partners Ashwath Rau, Anu Tiwari and Nilanjana Singh are leading the transaction, which was valued at Rs11.8 billion (US$177.6m) and is yet to be completed.

AZB & Partners as also advised the Canada Pension Plan Investment Board on its acquisition of additional equity shares issued by Renew Power Ventures, thereby increasing its aggregate shareholding in ReNew to more than ten percent. Partners Ashwin Ramanathan and Roxanne Anderson led the transaction, which was valued at Rs16 billion (US$241m) and was completed on March 23, 2018.

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Colin Ng & Partners has advised Singapore-listed banking software solutions provider Silverlake Axis on its acquisition of three Malaysian-incorporated Silverlake private entities. The acquisition is part of its efforts to position itself as a fintech innovation accelerator and to enhance its current standing as the region’s leading and most successful core-banking solution provider. The three companies, namely Silverlake Digital Economy, Silverlake Digitale and Silverlake One Paradigm, are each 70 percent owned by the group’s executive chairman and controlling shareholder, Goh Peng Ooi. The consideration for the acquisition comprises a fixed base consideration, totaling M$154.9 million (US$39.6m), to be satisfied via the issue of new shares at S$0.71 (US$0.536) each, being a premium to the current market price, together with a variable performance-based earn-out consideration, wherein the aggregate consideration shall be capped at 25 percent of Silverlake’s market capitalisation, based on the agreed issue price, or slightly over M$1 billion (US$755.8m). Partner Stephen Soh led the transaction, which was completed on April 18, 2018.

Cyril Amarchand Mangaldas has acted as India counsel to Procter & Gamble on the approximately US$4.2 billion acquisition of the consumer health business of Merck. The transaction involves the acquisition of India-listed Merck, through Procter & Gamble Overseas India. Procter & Gamble Overseas India’s acquisition of 51.8 percent of Merck’s issued and paid-up share capital has triggered an open offer to be made to Merck public shareholders, under the SEBI rules. Mumbai managing partner Cyril Shroff and corporate partners Anchal Dhir and Ravi Kumar, supported by partners Bharat Budholia (competition law-Mumbai, SR Patnaik (tax-New Delhi), Ashwin Sapra (life sciences-New Delhi), Sandeep Dave (real estate-Mumbai) and Ranjan Negi (intellectual property-New Delhi), led the transaction. Jones Day also advised Procter & Gamble on the transaction. Freshfields Bruckhaus Deringer advised Merck.

Hadiputranto, Hadinoto & Partners ), member firm of Baker McKenzie in Indonesia, has advised BNP Paribas (BNPP) and ADM Capital on the structuring, formation and successful closing of the US$95 million sustainability bond, which will help finance a sustainable natural rubber plantation on heavily degraded land in two provinces in Indonesia. This transaction is the first corporate sustainability bond in Asia and the first sustainability bond in Asean. The multi-tranche sustainability bond arranged by BNPP is issued by TLFF I, with the proceeds being on-lent to Royal Lestari Utama (RLU) and its subsidiaries, an Indonesian joint venture between France’s Michelin and PT Satria Cemerlang (an associated company of Indonesia’s Barito Pacific Group), for the climate-smart, wildlife-friendly, socially inclusive production of natural rubber in Jambi and East Kalimantan provinces. The loan to RLU will be managed by ADM Capital and is partially guaranteed by the US Agency for International Development. The project also involves a collaboration with the World Wildlife Fund, which has worked with Michelin and RLU to set aside remaining high carbon stock (HCS) and high carbon value (HCV) forest in the RLU concessions, as well as critical wildlife conservation and riparian areas. Norman Bissett led the transaction, while Linklaters Hong Kong and Linklaters Singapore acted as international counsel. Royal Lestari Utama was represented by Assegaf Hamzah & Partners.

J Sagar Associates has advised Key Safety Systems (KSS)on the India leg of its global acquisition of substantially all of the assets of Japan-based Takata, a leading global supplier of vehicle safety systems, arising out of cross-border bankruptcies in the US and Japan. Takata’s liabilities associated with the recall of phase-stabilised ammonium nitrate (PSAN) airbag inflators and other liabilities were not acquired by KSS. Headquartered in Michigan, USA, KSS is a global leader in mobility safety. The combined company will be rebranded Joyson Safety Systems. The approximately US$1.6 billion transaction was funded using a combination of equity and debt. Partners Upendra Nath Sharma and Pallavi Puri, supported by partners Amar Gupta, Divyam Agarwal, Vaibhav Chouske, Divyanshu Pandey and Arpita Garg led the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as international counsel.

Khaitan & Co has acted as Indian counsel to Tenneco on the legal due diligence in India on its acquisition of Federal-Mogul group. Tenneco is a US$9.3 billion global manufacturing company, with headquarters in Lake Forest, Illinois and approximately 32,000 employees worldwide. Tenneco is one of the world’s largest designers, manufacturers and marketers of ride performance and clean air products and systems for automotive and commercial vehicle original equipment markets and the aftermarket. Partner Rabindra Jhunjhunwala, assisted by partner Anshul Prakash and associate partner Yigal Gabriel, led the transaction.

Khaitan & Co has also advised the promoters and Kimplas Piping Systems on the sale of 100 percent shares of Kimplas by its promoters to Norma Group Asia Pacific Holding, a Norma Group company. Kimplas has been developing and manufacturing injection-molded parts, among other products, since 1996. Its product portfolio includes compression fittings and electrofusion parts, such as tapping tees and saddles for gas and water pipes. Partner Nikhilesh Panchal led the transaction. AZB & Partners, led by partner Srinath Dasari, is advising the NORMA Group.

King & Wood Mallesons has acted as Hong Kong counsel to the sole sponsor and the underwriters on the IPO, by way of share offer, of Zhicheng Technology Group in Hong Kong. Listed on April 20, 2018, the IPO comprised a total of 100 million shares issued and sold at HK$0.65 (US$0.083) per share, raising approximately HK$65 million (US$8.3m) in gross proceeds. Zhicheng Technology is a smart manufacturing solutions provider, with a focus on precision 3D testing solutions and precision machining solutions in China. Corporate and securities partner Anthony Wan led the transaction.

King & Wood Mallesons has also acted as Hong Kong counsel to Cinda International Capital as the sole sponsor and the underwriters on the IPO, by way of share offer, of Bao Shen Holdings in Hong Kong. Listed on April 23, 2018, the IPO comprised a share offer of a total of 105 million shares, priced at HK$0.48 (US$0.06) each, raising gross proceeds of approximately HK$50.4 million (US$6.4m). Bao Shen is a plastic and steel component processor for white goods, which includes the manufacturing of stamping components and the processing of spray-painting and powder-coating peripheral components. Corporate and securities partner Anthony Wan also led the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Alibaba Group Holding, a Cayman Islands company listed in New York, on its US$405 million investment into SenseTime Group. As China’s leading cutting-edge artificial intelligence company, SenseTime focuses on innovative computer vision and deep learning technologies. Partners Greg Knowles and Richard Spooner led the Maples team, while Ropes & Gray acted as Hong Kong counsel.

Rajah & Tann Singapore has acted for Asian Healthcare Specialists, an orthopaedic healthcare specialist, on its IPO in Singapore. Partners Evelyn Wee and Hoon Chi Tern led the transaction.

Rajah & Tann Singapore has also advised Indigo Star Holdings, a Singapore-based subcontractor providing reinforced concrete works, on its IPO in Hong Kong. Partner Howard Cheam led the transaction.

Shook Lin & Bok is acting for Aspial on the proposed exchange offer of S$100 million (US$75.6m) 5.5 percent notes due 2018 for new notes due 2021 issued by Aspial Treasury, which will bear interest of 5.9 percent per annum, payable semi-annually, under the S$700 million (US$529m) multicurrency debt issuance programme of Aspial and Aspial Treasury. Partner Marilyn See led the transaction, which is the first exchange offer launched in the Singapore DCM market for 2018.

Sullivan & Cromwell (Hong Kong) is representing Nanjing Suning.Com Supermarket (China), part of Suning.Com (China), on its agreement with DIA (Spain) to purchase 100 percent of the shares of Shanghai Dia Retail (China) and DIA (Shanghai) Management Consulting Services (China). Hong Kong corporate partner Kay Ian Ng is leading the transaction, which was announced on April 3, 2018.

ZICO Law has advised Malaysia-listed Serba Dinamik Holdings (SDH) on the S$57.67 million (US$43.6m) acquisition and related financing, through its wholly-owned subsidiary Serba Dinamik International, of approximately 128.2 million shares, representing a stake of 24.84 percent in Singapore-listed CSE Global. SDH is an international energy services group providing engineering solutions to the O&G and power generation industries, with operational facilities in Malaysia, Indonesia, the UAE, Bahrain and the UK. CSE Global provides total integrated industrial automation, telecommunications and environmental solutions projects, operating a network of 41 offices in 17 countries across the globe. The proposed acquisition is part of the SDH’s overall strategy to expand its geographical footprint in the areas where CSE Global has presence, including countries that SDH does not have presence in, namely the USA, Mexico, Australia and New Zealand. ZICOInsightsLaw director Gregory Chan and ZaidIbrahim&Co partners Mohd Sofiyuddin Ahmad Tabrani, David Lee and Muhammad Zukhairi led the transaction, which was completed on April 13, 2018.

Deals – April 18, 2018

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Allen & Gledhill has advised Oversea-Chinese Banking Corporation (OCBC), as issuer, and Red Sail, as covered bond guarantor, on the issue of €500 million (US$617.8m) 0.375 percent covered bonds due 2023 and £250 million (US$358m) floating rate covered bonds due 2023, under OCBC’s US$10 billion global covered bond programme. The bonds are unconditionally and irrevocably guaranteed, as to payments of interest and principal, by Red Sail. Partners Magdalene Leong, Andrew Chan, Hoo Sheau Farn, Catherine Neo, Evan John Lam and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised DBS Bank and The HongkongShanghai Banking Corporation as the dealers on the issue of S$300 million (US$229m) 3.17 percent notes due 2024, under CCT MTN’s S$2 billion (US$1.5b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

AZB & Partners is advising International Finance Corporation on the Rs2.6 billion (US$39.6m) ECB Loan it extended to Jain Irrigation Systems to finance Jain’s capital expenditure and incremental working capital requirements. Partners Gautam Saha and Pallavi Meena are leading the transaction, which was signed on March 31, 2018 and is yet to be completed.

AZB & Partners is also advising International Finance Corporation on the up to US$30 million working capital loan it extended to Dhaka, Bangladesh-headquartered ONE Bank for on-lending to small and medium enterprises in Bangladesh. Partners Gautam Saha and Pallavi Meena are also leading the transaction, which was signed on April 2, 2018 and is yet to be completed.

Baker McKenzie Bangkok has advised Thai Oil and Thaioil Treasury Centre (TTC) on their complex liability management exercise. The transaction involved a cash tender offer of Thai Oil’s existing notes and TTC’s issuance of like-kind notes, which replicated the features of the notes repurchased by Thai Oil. All notes issued by TTC are guaranteed by Thai Oil. Bangkok partner Viroj Piyawattanametha led the transaction, which is the second liability management exercise on which the firm advised.

Conyers Dill & Pearman has acted as special counsel in the Cayman Islands and the BVI to Central China Real Estate and certain subsidiary guarantors of the company, namely Joy Ascend Holdings, Sino Joy Enterprises, Central China Real Estate Holdings, Proud Sky Investments, Leapup, Bumper Up and Artstar Investments, on the company’s issue of US$300 million 6.5 percent senior notes due 2021. The notes are listed in Singapore. Central China Real Estate develops hotels, commercial and residential buildings and other properties in China. It also engages in property investment consulting, leasing and management activities, as well as in hotel management, designing, commerce and trading and financial services businesses. Hong Kong partner Anna Chong, working alongside Sidley Austin (US), Li & Partners (Hong Kong) and Commerce & Finance Law Offices (China), led the transaction, which was completed on March 5, 2018.

Conyers Dill & Pearman has also provided Cayman Islands and BVI advice to B & S International Holdings on its HK$100 million (US$12.7m) IPO of 100 million shares in Hong Kong. B & S International Holdings is a food and beverage company headquartered in Wan Chai, Hong Kong. It operates distribution and retail businesses. The distribution business distributes and markets overseas food and beverage products to retailers, such as supermarket, pharmacy, convenience store and department store chains in Hong Kong. The retail business prepares and/or sells licensed overseas branded food and beverage products through its 42 self-operated retail outlets situated across the region. Hong Kong partner Anna Chong, working alongside Locke Lord, also led the transaction, which was completed on March 14, 2018.

J Sagar Associates has advised PepsiCo India Holdings on a suit against ITC before the Delhi High Court. The suit was filed by PepsiCo against ITC, on the ground that its recent advertisement campaign, which specifically targeted PepsiCo’s product Tropicana using the hashtag#SayNoToConcentrate, was disparaging. In its orders dated April 6, 2018 and April 9, 2018, the court restrained ITC from publishing these advertisements on print, electronic and social media. The court allowed ITC to conduct its promotional event on April 9, 2018, after it undertook not to use or refer to Tropicana in any manner or disparage it. Tropicana has an approximately 28 percent market share in the Indian packaged juice market. Partner Dheeraj Nair led the transaction.

J Sagar Associates has also advised the promoters of RattanIndia Finance on an investment by Lone Star Funds in RattanIndia Finance. RattanIndia Finance’s promoters also simultaneously invested additional capital in the company, along with Lone Star. The overall investment commitment from Lone Star and the promoters is US$400 million. A part of the RattanIndia group, RattanIndia Finance is a non-banking financial company which provides loans, advances and other credit-related instruments in India. Lone Star is a US-based global private equity firm that invests in real estate, equity, credit and other financial assets. Since the establishment of its first fund in 1995, Lone Star has organised 17 private equity funds, with aggregate capital commitments totalling over US$70 billion. Partner Rupinder Malik led the transaction. Lone Star was represented by AZB & Partners.

Khaitan & Co has advised Reliance Jio Infocomm on its Rs20 billion (US$304.6m) issuance, on a private placement basis, of listed secured rated redeemable non-convertible debentures, with an option to retain over-subscription up to Rs5 billion (US$76m), with eight percent coupon and a tenor of five years, namely PPD Series 12, for refinancing and continuing capital expenditure. The debentures have been in India and are the first to be issued through the electronic bidding platform. A subsidiary of Reliance Industries, India’s largest private sector company, Reliance Jio Infocomm is the first telecom operator to hold pan India Unified Licence. This licence authorises Reliance Jio Infocomm to provide all telecommunication services, except global mobile personal communication by satellite service. Executive director Sudhir Bassi, partner Manisha Shroff and associate partner Madhuparna Dasgupta led the transaction.

Khaitan & Co has also advised Processia Solutions on the Indian law aspects of its acquisition of 100 percent shareholding in NobleTek entities NobleTek BV and NobleTek PLM Solutions. Processia is a leader in product lifecycle management consulting and integration. Its industry experience spans the automotive and transportation, motorsport, aerospace and defense, consumer packaged goods, energy, high-tech, industrial and life science sectors, with a comprehensive suite of services that includes business consulting, systems integration, managed services, system upgrades and optimisation services. Partner Rabindra Jhunjhunwala led the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to GreenTree Hospitality Group on its IPO of 10.2 million American depositary shares in New York, with gross proceeds of approximately US$143 million. GreenTree is a Shanghai-based hotel owner, operator and franchisor with over 2,600 hotels worldwide. The Maples team was led by partner Greg Knowles, while Simpson Thacher & Bartlett acted as US counsel and Zhonglun W&D acted as Chinese counsel. Latham & Watkins acted as US counsel and King & Wood Malleson acted as Chinese counsel to Morgan Stanley, BofA Merrill Lynch and UBS investment Bank as underwriters.

Maples and Calder (Hong Kong) has also acted as BVI counsel to Shandong Iron and Steel Xinheng International Company on its issuance of US$150 million 6.9 percent notes due 2020, guaranteed by Shandong Iron & Steel Group. Partner Lorraine Pao led the transaction for Maples, while Deacons acted as the UK and Hong Kong counsel. Global Law Office acted as Chinese law counsel to the joint lead managers, which include Zhongtai International, Bank of China, DBS Bank, Guotai Junan International, CEB International and Silk Road International.

Paul Weiss has represented Asia-based private equity firm PAG on its investment in Joyson Safety Systems. As part of the transaction, its parent, Ningbo Joyson Electronic, injected its existing business into Joyson Safety Systems, which then acquired substantially all of the global assets of Japan-based Takata for US$1.58 billion, out of cross-border bankruptcies in the US and Japan. The acquisition of Takata assets was funded using a combination of debt and equity. PAG became the second largest shareholder in Joyson Safety Systems. Future Industry Investment Fund also provided equity to support the deal. Corporate partner Jeanette Chan led the transaction.

Rajah & Tann Singapore is acting as Singapore counsel to Singapore-listed Alliance Mineral Assets on its acquisition and “merger of equals” with Australia-listed Tawana Resources NL to create a mid-tier lithium producer with pro-forma market capitalisation of A$446 million (US$346.4m). Partner Danny Lim led the transaction.

Rajah & Tann Singapore has also acted for OUE Lippo Healthcare on the S$78.8 million (US$60m) placement of 562.5 million ordinary shares in the share capital of OUE Lippo Healthcare to Browny Healthcare, a wholly-owned subsidiary of Itochu. Partners Sandy Foo and Penelope Loh led the transaction.

Shardul Amarchand Mangaldas has advised Tata Chemicals on its Rs1.23 billion (US$18.7m) acquisition, on a slump sale basis, of Allied Silica’s precipitated silica business. The transaction is pursuant to a business transfer agreement, as a part of Tata’s journey to build technologically enabled, differentiated businesses with greater customer centricity, by leveraging its core strengths. The deal was signed on April 7, 2018 and closing shall take place in the next three months, subject to certain closing conditions. Partners Abhishek Guha and Dorothy Thomas led the transaction. A K Mylsamy & Associates advised Allied Silica and its promoters.

Shardul Amarchand Mangaldas has also advised Neev Fund on its investment in Leap India Food & Logistics, through its group entities. Leap India Food & Logistics is involved in building, developing and operating agricultural silos being floated by Food Corporation of India (FCI) in Rajasthan, Uttar Pradesh, Madhya Pradesh, Bihar, Odisha, West Bengal, Jharkhand and Chhattisgarh. Neev Fund is a PE firm backed by State Bank of India and the UK’s Department for International Development. Neev Fund would be investing in group entities of Leap India Food & Logistics, by funding agri-silos projects under 32-year concessions from FCI in the Rajasthan, Uttar Pradesh, Madhya Pradesh, Bihar, Odisha, West Bengal, Jharkhand and Chhattisgarh. This is the first time FCI has floated concessions for agri-silos on a PPP model. Partners Jay Parikh, Deepto Roy and Abhay Sharma led the transaction, which was signedon April 4, 2018 and is subject to certain closing condition.

Deals – April 11, 2018

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Allen & Gledhill has advised United Overseas Bank , as issuer, and Glacier Eighty , as covered bond guarantor, on the issue of €500 million (US$617m) 0.5 percent covered bonds due 2025 and £350 million (US$495.8m) floating rate covered bonds due 2023, under UOB’s US$8 billion global covered bond programme. The bonds are unconditionally and irrevocably guaranteed, as to payments of interest and principal, by Glacier Eighty. Partners Magdalene Leong ,Andrew Chan , Hoo Sheau Farn , Evan John Lam and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised the Housing and Development Board on its issue of S$1.115 billion (US$851.3m) fixed rate notes, S$515 million (US$393.2m) of which is due 2028 while S$600 million (US$458.1m) is due 2023, under its S$32 billion (US$24.4b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

AZB & Partners has advisedLighthouse Advisers India on its role as the Indian sub-adviser to the Lighthouse India Fund III. The fund aims to achieve significant long-term capital appreciation for its shareholders, primarily through private equity investments in rapidly growing small and mid-sized enterprises in India. Partner Ananya Sharma led the transaction, which was valued at Rs12.9 billion (US$198.5m) and is yet to be completed.

AZB & Partners has also advised Athanas Enterprise , its wholly-owned subsidiary Claris Holdings and Claris Lifesciences on the acquisition by Athanas and Claris Holdings of approximately 25 million equity shares, representing approximately 54 percent equity, of Claris Lifesciences. Post the acquisition, Athanas and Claris Holdings will hold over 90 percent of the total outstanding equity shares of Claris Lifesciences. Partners Varoon Chandra , Lionel Almeida , Harsh Maggon and Nilang Desai led the transaction, which was valued at Rs10 billion (US$154m) and was completed on March 8, 2018.

Clifford Chance has advised global asset manager The Carlyle Group on its acquisition of 100 percent of The Accolade Wines Group from CHAMP Private Equity and minority shareholder Constellation Brands for total purchase consideration of A$1 billion (US$776m). Headquartered in Australia, Accolade Wines operates a global wine production and consumer wines product business, with annual global sales of more than 36 million cases of wine to 140 countries around the world. It is Australia and the UK’s largest wine company by sales volume. Sydney partner Andrew Crook , supported by London partner Nigel Wellings , led the transaction.

Cyril Amarchand Mangaldas has acted as sole adviser to Fortis Healthcare on the demerger of its healthcare and hospital business to Manipal Health Enterprises. The multi-layered composite transaction involved the de-merger of the hospital business of Fortis Hospitals to Fortis La Femme, the de-merger of the hospital business of Fortis, and an investment of Rs39 billion (US$600.3m) into Manipal by Ranjan Pai and TPG Asia VI SF and TPG Asia VII SF. The investment is expected to support the proposed acquisition of hospital assets owned by RHT Health Trust and the growth of the hospitals and the diagnostics businesses. The resultant Manipal entity is proposed to be listed in India, as a part of the composite scheme of arrangement. The execution of the transaction documents was completed on March 27, 2018, while the closing is subject to regulatory, shareholders’ and creditors’ approvals. Mumbai managing partner Cyril Shroff , supported by corporate partners Nivedita Rao , Ruetveij Pandya , Rohil Vashist , Gyanendra Kumar , Pranay Chandran , Reeba Chacko and Anand Jayachandran and Mumbai competition law partner Anshuman Sakle , led the transaction, which was valued at approximately Rs150 billion (US$2.3b). AZB & Partners acted as Indian adviser to TPG and Manipal Hospitals , with Clearly Gottleib as international adviser.Cyril Amarchand Mangaldas has also advised Bandhan Bank on its Rs44.73 billion (US$688.6m) IPO of approximately 119.3 million equity shares at face value of Rs10 (US$0.154) each, for cash at Rs375 each (US$5.77), including a share premium of Rs365 (US$5.62) per equity share. The issue consists of a fresh issue by Bandhan Bank of approximately 97.7 million equity shares aggregating to Rs36.6 billion (US$563.4m), an offer for sale by International Finance Corporation of approximately 14 million equity shares aggregating to Rs5.27 billion (US$81m), and an offer for sale by IFC FIG Investment Company I of approximately 7.6 million equity shares aggregating to Rs2.8 billion (US$43m)). Kotak Mahindra Capital, Axis Capital, Goldman Sachs (India) Securities, JM Financial and JP Morgan India acted as the book-running lead managers to the issue. Bandhan Bank is the first banking company based in the eastern region of India to undertake an IPO. The issue, which was oversubscribed 14.63 times, is the largest ever undertaken by a bank in India. The issue opened on March 15, 2018 and closed on March 19, 2018. Allotment of equity shares was on March 23, 2018, while the shares were listed on March 27, 2018. Mumbai capital market partners Yash Ashar and Abhinav Kumar led the transaction. Khaitan & Co and Clifford Chance acted as Indian and international counsel, respectively, to the book-running lead managers . AZB & Partners acted as Indian counsel to the selling shareholders .

East & Concord has represented China’s PV industry after being commissioned by China Chamber of Commerce for Import and Export of Machinery and Electronic Products to achieve a tax-free closing in an anti-dumping case in India. On March 23, 2018, the Ministry of Commerce and Industry in India made an announcement to terminate the anti-dumping investigation of solar PV products originated or exported from mainland China, Malaysia and Taiwan. Partner Wang Di led the team to make an injury defence and represented several enterprises to respond to the anti-dumping investigation.

Howse Williams Bowers has acted as Hong Kong counsel to Hong Kong-listed Dafeng Port Heshun Technology on its issuance of US$50 million 7.5 percent senior secured bonds due 2021. Industrial Bank Hong Kong branch is the placing agent.

Dafeng Port Heshun engages in the trading business, the provision of integrated logistics freight services in Hong Kong, the Pearl River Delta and the Yangtze River Delta regions, and relevant supporting services and petrochemical products storage business. Partners Brian Ho and Antony Yung led the transaction.

J Sagar Associates hasrepresented Arun Jain , CMD of Polaris Software Lab,before the Securities and Exchange Board of India (SEBI) for alleged violations of SEBI Insider Trading Regulations 1992. Jain was alleged to have purchased the shares of Polaris, while in possession of unpublished price sensitive information. It was alleged that he knew about Polaris’s financial statements for the quarter ended June 30, 2008 (which were under preparation when Jain effected the purchases) and that Polaris was considering entering into the real estate business before he effected the purchases. On an order dated March 23, 2018, SEBI dropped the allegations against Jain. It ruled that mere assumptions would not suffice for proving serious charges and that there is no evidence to suggest that the financial results were available with Jain when he made the purchases. Moreover, the information about Polaris’s proposed venture into real estate was in the public domain and that, in any event, the decision was not taken until after Jain made the purchases. Interestingly, there was an ex parte order issued by SEBI, where the proceeds of sale were directed to be deposited with SEBI. The recent order permits Jain to withdraw the same with interest from SEBI. PartnerRavichandra Hegde represented Jain.

J Sagar Associates has alsoadvised Ankur Capital Trust on its early stage investment, by way of subscription of optionally convertible debentures, in Carmel Organics , a processor and trader of herbs and herbal extracts. Partner Manav Raheja led the transaction.

Khaitan & Co has advised Ramesh Flowers and the selling shareholders on the 70 percent majority investment by Gala Kerzen in Ramesh Flowers. A private company in Tuticorin, India, Ramesh Flowers manufactures and supplies dry flowers, home fragrance products, home decor products, candles, incense sticks and other decorative accessories. Partner Vineet Shingal , supported by associate partner Ritu Shaktawat , led the transaction.

Khaitan & Co has advisedSandhar Technologies on its approximately US$78.5 million IPO of equity shares, comprising a fresh issue of approximately nine million equity shares and an offer for sale of approximately eight million equity shares by GTI Capital Beta. Sandhar Technologies is an auto-component supplier primarily catering to automotive OEMs and largely focused on safety and security systems of vehicles with a pan-India presence and a growing international footprint. Partner Abhimanyu Bhattacharya and associate partner Thomas George led the transaction.

King & Wood Mallesons has acted as international counsel to Macquarie Infrastructure and Real Assets (MIRA), a division of the Macquarie Group, on the close of its second Asian regional infrastructure fund (MAIF2), with US$3.3 billion in investor commitments. MAIF2 has attracted interest from a diverse group of returning and new investors across Asia-Pacific, North America, Middle East and Europe, with more than US$1.7 billion of capital already committed across toll roads, renewables and petrochemical storage assets in India, the Philippines, Singapore and China. Partner Hayden Flinn led the transaction.

King & Wood Mallesons has also advised OneSmart Education Group on its successful listing in New York. Prior to the listing, OneSmart completed the restructuring of its red chip structure and offshore private equity financing. This transaction is one of the first projects in the market that involves both the unwinding and rebuilding of the red chip structure. Its successful completion will set an important reference for similar projects in the future. Following the introduction and implementation of the New Private Education Promotion Law, this transaction will serve as a benchmark for the overseas listings of educational training-related businesses. Partners Richard Nie , Zhao Xiaohong , Bill Ye andWang Ningyuan in Shanghai, Steven Wang in Shanghai / Shenzhen and D Lam in Hong Kong led transaction.

Luthra & Luthra has advised Nutanix on its global acquisition of Minjar for a cash-free/debt-free price of US$24 million.Nutanix is a global provider of enterprise computer and storage data centre infrastructure, while Minjar provides multi-cloud cost and compliance software and services. The acquisition will help Nutanix acquire key IP and speed up the delivery of an enterprise cloud platform that competes with the agility, automation and consumer-grade simplicity of the public cloud, but with the control, security and attractive long-term economics of on-premises infrastructure. The acquisition will also allow Nutanix to hire and retain key talent, which will enable it to build new software stacks for storage-class memory systems, enhance its application mobility fabric with cross-cloud workload migration and bring cloud-inspired orchestration and workflow automation to its prism management software. PartnerShinoj Koshy , supported by partners Lokesh Shah ,Nirupam Lodha , Sundeep Dudeja and Saurabh Tiwari , led the transaction.

Mayer Brown JSM has advised a consortium of joint lead managers on the first issuance of Eurobonds listed and traded in Frankfurt and available for trading on the China Europe International Exchange by a Chinese non-financial institution company. The dual-tranche offering is Chengdu Xingcheng Investment Group’s issuance of €365 million (US$450.5m) 2.5 percent bonds due 2021 and €135 million (US$166.6m) 2.95 percent bonds due 2023. A core government financing platform of Chengdu, China, Chengdu Xingcheng Investment Group primarily engages in infrastructure construction and land development. The firm also advised the same issuer on its debut US dollar bonds offering in 2016. The joint lead managers on the dual-tranche issuance were China International Capital, Societe Generale Corporate & Investment Banking, China Minsheng Banking (Hong Kong), SPD Bank Singapore and ICBC (Asia). Hong Kong partner James Fong , supported by partnersPatrick Scholl (Frankfurt) and James Taylor (London), led the transaction.

Paul Hastings has advised Sansei Technologies, an Osaka-based public company which designs, manufactures, repairs and maintains amusement rides, stage equipment and elevators, on its 100 percent acquisition of leading global rollercoaster manufacturer Vekoma Rides. Vlodrop, Netherlands-based Vekoma manufactures rollercoasters recognised for their innovative designs and high quality. The transaction will see Sansei Technologies increase its global presence in the field of designing, supplying and installing rollercoasters. The firm also advised Sansei Technologies on another transaction in July 2012, when it acquired a stake in US amusement ride and rollercoaster manufacturer S&S Worldwide in the US. Partner Toshiyuki Arai led the transaction.

Paul, Weiss has represented South African media groupNaspers on its disposal and placing of approximately two percent of the issued share capital of Tencent, which raised gross proceeds of approximately US$9.8 billion. The placing was announced on March 23, 2018 and was conducted by way of an accelerated book-building process. The placing is the largest ever secondary share sale in the Hong Kong market to date. Bank of America Merrill Lynch, Citigroup and Morgan Stanley acted as joint global-coordinators and joint book-runners. Hong Kong-listed Tencent provides internet value-added services and online advertising in China. Corporate partners Jeanette Chan and Mark Bergman led the transaction.

Rajah & Tann Singapore is acting for the joint venture between Singapore Press Holdings and Kajima Development , which submitted the winning S$1.132 billion (US$864.6m) bid for the new Bidadari estate in Singapore, on the review of construction-related documentation for the landmark private residential-cum-retail project. Partner Shemane Chan led the transaction.

Rajah & Tann Singapore has also acted for HSH Nordbank and its subsidiary, Godan, on the disposal to Prime Shareholdings of all of Godan’s shares in FSL Holdings, the controlling unitholder of First Ship Lease Trust, and HSH’s interests in a loan granted to FSL Holdings. Partners Evelyn WeeLee Xin Mei and Hoon Chi Tern led the transaction.

Shardul Amarchand Mangaldas has advised the Blackstone Group on its investment in Indiabulls Properties (IP) and Indiabulls Real Estate Company (IREC), portfolio companies of Indiabulls Real Estate.With a deal value of Rs47.5 billion (US$731m) and enterprise value of Rs95 billion (US$1.46b), this is the largest private equity investment in India’s real estate for 2018 to date. As a part of the transaction, Blackstone would indirectly acquire 50 percent of the share capital of the two portfolio companies. IP and IREC own and operate marquee Indiabulls projects, such as Indiabulls Finance Centre and One Indiabulls Centre in Mumbai. Mumbai regional practice headRaghubir Menon , managing partner Akshay Chudasama and partners Anuj Bhasme , Ashoo Gupta , Shweta Shroff Chopra and Manika Brar led the transaction, which was signed on March 23, 2018 and closed on March 28, 2018. Simpson Thacher & Bartlett acted asinternational counsel for Blackstone, whileKirkland and Ellis provided FCPA inputs, Bobby Parikh Associates advised on transaction structure,ERM advised on environment law, Synergy provided technical due diligence,and Madun Gujadhur Chambers advised on the Mauritius law aspects. Indiabulls was advised byJ Sagar Associates on Indialaw and by Deloitte on financial and tax diligence.

Simpson Thacher is acting as sole international counsel to BNP Paribas , Commerzbank Aktiengesellschaft , Credit Suisse (Hong Kong) , The Hongkong and Shanghai Banking Corporation , Merrill Lynch International Seoul Branch , Mizuho Securities Asia , Shinhan Asia and Shinhan Investment as joint lead managers on the Regulation S offering of US$400 million 4.5 percent Tier II subordinated notes due 2028 by Shinhan Bank, under its US$6 billion global medium term note program.

Skadden has represented Baidu-backed iQiyi , China’s largest video streaming service provider, on its US$2.25 billion IPO of American Depository Shares and listing on the Nasdaq. Trading of iQiyi shares commenced on March 29, 2018. The firm also advised Baidu in its US$1.5 billion public offering, which was announced on March 22, 2018. Partners Julie Gao and Will Cai led the transaction, which is the biggest US IPO out of Asia in the first quarter of 2018.

Skadden has also represented Bilibili , a leading anime streaming and online entertainment content provider for young generations in China, on its US$483 million IPO of American Depository Shares and listing on the Nasdaq, and OneSmart International Education Group , China’s leading premium K-12 after school education, on its US$179 million IPO of American Depository Shares and listing in New York. Trading of both Bilibili and OneSmart Education shares commenced on March 28, 2018. Partners Julie Gao and Haiping Li led the transactions.

S&R Associates has advised Intellecash Microfinance Network and Arohan Financial Services on their merger, pursuant to a scheme of arrangement. Partner Viral Mehta led the transaction.

S&R Associates has also advised Ashiana Housing on its agreement to co-invest with International Finance Corporation in upcoming affordable and middle income residential projects, including senior living projects. The agreement contemplates an aggregate investment of Rs3.75 billion (US$57.7m), 60 percent of which will be contributed by Ashiana Housing. PartnersViral Mehta and Mohit Gogia led the transaction.

WongPartnership has acted for Sasseur Reit and its sponsorSasseur Cayman Holding on the IPO of Sasseur Reit in Singapore. The offering raised S$396 million (US$302.4m) in total proceeds, making it the largest IPO in Singapore to date this year. Sasseur Reit is the first outlet mall Reit to be listed in Asia, while its sponsor counts L Catterton Asia Advisers and Ping An Real Estate among its strategic shareholders. Partners Rachel Eng ,Christy Lim ,Felix Lee and Wong Ee Kean led the transaction.

WongPartnership has also acted as Singapore counsel to Danone Probiotics on its secondary sale of shares of common stock of Yakult Honsha, which raised gross proceeds of ¥175 billion (US$1.63b). The shares of common stock of Yakult are listed in Tokyo. The secondary sale comprised an offering to the public in Japan, as well as a Rule 144A/Regulation S global offering. Partners Gail Ong and Karen Yeoh led the transaction.

Deals – April 4, 2018

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AZB & Partners has advised IDFC Bank on its merger with Capital First, Capital First Home Finance and Capital First Securities. Partner Rahul Rai led the transaction, which was valued at Rs95.4 billion (US$1.47b) and was completed on March 7, 2018.

AZB & Partners has also acted as Indian counsel to Reynolds Group Holdings on the acquisition by Pact Group Holdings of Reynolds’ rigid plastic packaging and closures sector business in Asia, excluding Japan. Partner Kashish Bhatia led the transaction, which was valued at Rs9.2 billion (US$141.5m) and was completed in February 2018.

Baker McKenzie Bangkok has advised on the first-ever liability management exercise by RH International (Singapore) and Ratchaburi Electricity Generating Holding (Ratch). The transaction involved a cash tender offer of the existing notes of RH International and an issuance of new money notes by RH International. The new notes are guaranteed by Ratch. Bangkok partner Viroj Piyawattanametha led the transaction.

Baker McKenzie Wong & Leow has acted as lead international counsel for Godrej Fund Management (GFM), the real estate private equity arm of the Godrej Group, on the structuring, formation and successful initial closing of two India-focused office funds, namely GBTC I and Godrej Office Fund I (GOF I). The two funds together can invest or develop office assets of over US$1 billion in value. GBTC I is a US$450 million office development focused fund that will invest in developing world class, Grade-A office buildings in leading locations across India’s key office markets. APG Asset Management is the cornerstone investor. GOF I is a discretionary blind pool fund that will invest in core and core-plus office and commercial properties across India, and can invest up to US$110 million in equity at its initial closing from institutional and other investors, with the potential to further grow its investment program to US$150 million. GFM has entered into a joint investment with Godrej Properties (GP) to develop Godrej Two, a Grade-A commercial building at The Trees, GP’s flagship mixed-use urban district project in Vikhroli, Mumbai. Principal Derek Kwan, supported by principal Stephanie Magnus, led the transaction.

East & Concord has advised the Central Enterprises Poverty Alleviation Fund on its second phase of fundraising, which now totals Rmb15.4 billion (US$2.45b). After more than one year of operation and exploration, the fund has invested Rmb8.6 billion (US$1.37b) in 41 projects. Its confirmed and approved projects have covered 26 provinces and are expected to create employment for 200,000 people, directly or indirectly. Partners Hu Xiaodong and Zhang Meiying led the transaction.

J Sagar Associates has advised wholly-owned subsidiaries of Indiabulls Real Estate on the divestment of their entire holding in certain subsidiaries and indirectly divesting 50 percent stake in Indiabulls Properties and Indiabulls Real Estate Company, at an enterprise value of approximately US$1.5 billion, to entities controlled by the Blackstone Group, a globally renowned real estate private equity investor. Subject to the satisfaction of customary closing conditions, the transaction is expected to be concluded this financial year. Post the conclusion of transaction, Indiabulls Real Estate will cease its sole control over Indiabulls Properties and Indiabulls Real Estate Company. Partners Lalit Kumar and Namita Bahri, supported by partners Amitabh Kumar and Vaibhav Choukse, led the transaction. Blackstone was advised by Shardul Amarchand Mangaldas.

J Sagar Associates has also advised IDBI Capital Markets & Securities, Axis Capital and SBI Capital Markets as the book-running lead managers on the proposed IPO of IRCON International. IRCON has filed a draft red herring prospectus with the Securities and Exchange Board of India for an IPO, by way of an offer for sale by the President of India, acting through the Ministry of Railways, of approximately ten million equity shares, including a reservation of additional equity shares in favour of IRCON employees. IRCON is an integrated Indian engineering and construction company, which specialises in major infrastructure projects, both internationally and domestically. Partners Rohitashwa Prasad, Vikram Raghani and Arka Mookerjee led the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Xinyuan Real Estate on its issue of US$200 million 9.875 percent senior notes due 2020. Xinyuan is a real estate developer focusing on large-scale quality residential projects in China. Partner Derrick Kan led the Maples team on the transaction, which was completed on March 19, 2018. Sidley Austin acted as US and Hong Kong counsel. Shearman & Sterling acted as US counsel to the initial purchasers.

Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to Sunlands Online Education Group on its offering and listing of ADSs in New York. A leader in China’s online post-secondary and professional education, Sunlands is offering 13 million ADSs, with gross proceeds of around US$150 million. Partner Derrick Kan again led the Maples team on the transaction, which was completed on March 27, 2018. Davis Polk & Wardwell acted as US counsel. Kirkland & Ellis acted as US counsel to Goldman Sachs, JP Morgan and Credit Suisse as the underwriters.

Simpson Thacher is representing the Special Committee of the Board of Directors of iKang Healthcare Group, a major provider in China’s fast-growing private preventive healthcare services market, on a proposed going private transaction by a consortium comprised of affiliates of Yunfeng Capital and Alibaba Group Holding (sponsors). iKang entered into an agreement with IK Healthcare Investment, a special purpose vehicle wholly-owned by one or more affiliates of the sponsors, and IK Healthcare Merger, a wholly-owned subsidiary of IK Healthcare Investment. Pursuant to the merger agreement, IK Healthcare Investment will acquire iKang Healthcare, other than the rollover shares, for a cash consideration of US$41.20 per Class A common share or Class C common share of the company, or US$20.60 per American depositary share of the company, each representing one-half of a Class A share. The merger, which is expected to close during the third quarter of 2018, is subject to customary closing conditions. Partner Katie Sudol is leading the transaction.

Simpson Thacher has also advised New York-listed Blackstone on the acquisition by its Strategic Capital Holdings Fund of a passive minority stake in PAG, a leading Asia-focused alternative investment firm. The Strategic Capital Holdings Fund is part of Blackstone Alternative Asset Management and specialises in minority partnerships with leading alternative asset managers. Hong Kong-based PAG is one of the largest independent alternative asset firms in Asia, with more than US$20 billion in capital under management in private equity, absolute return and real estate strategies. Partners Maripat Alpuche and Tony King led the transaction.

Trilegal has advised UltraTech Cement on securing unconditional approval of the Competition Commission of India for its proposed acquisition of Binani Cement. Partner Nisha Kaur Uberoi led the transaction.

Deals – March 28, 2018

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Allen & Gledhill has advised DBS Bank, United Overseas Bank, The Bank of Tokyo-Mitsubishi UFJ, OCBC Bank (Malaysia) and Sumitomo Mitsui Banking Corporation Singapore Branch as the mandated lead arrangers and book-runners on the S$1.8 billion (US$1.4b) term loan facilities to Wealthy Link. The proceeds were applied towards the refinancing of Wealthy Link’s existing indebtedness and development of a commercial office building on Central Boulevard, Singapore. Partners Lim Wei Ting and Goh Ping Ying led the transaction.

Allen & Gledhill has also advised OUE Hospitality Real Estate Investment Trust on the S$980 million (US$749m) loan facilities to RBC Investor Services Trust Singapore, as trustee of OUE H-Reit. The proceeds of the facilities were to refinance its existing facilities and the financing of OUE H-Reit’s working capital and general corporate purposes. Partner Kok Chee Wai led the transaction.

AZB & Partners has acted as Indian law counsel to HDFC on its issue, by way of a qualified institutions placement, of approximately 10 million equity shares equity shares. Partners Varoon Chandra and Lionel D’Almeida led the transaction, which was valued at Rs18.86 billion (US$292.3m) and was completed on March 7, 2018.

AZB & Partners has also advised EM Holdco I, KKR’s pan-Asian media investment platform, on its Rs5.2 billion (US$80m) acquisition of more than 15 percent minority stake in Chennai-headquartered Global Sports Commerce. Partners Darshika Kothari, Divya Mundra and Ami Parikh led the transaction, which was signed on March 14, 2018 and was completed on March 22, 2018.

Corrs Chambers Westgarth has advised IP Group on its first Australian institutional mandate targeting investment across life sciences and technology. The firm assisted IP Group in structuring a co-investment vehicle with major Australian superannuation fund Hostplus. The first investment made by the IP Group Hostplus Innovation Fund is in Oxford Nanopore, the company behind the only portable, real-time DNA/RNA sequencer, MinION, whose goal is to enable the analysis of any living thing, by any person, in any environment. This low-cost DNA sequencing technology has a range of applications globally, including life-changing uses in cancer or genetic research and commercialisation in the food sector. Partner Fadi Khoury, supported by financial services partner Michael Chaaya, led the transaction.

East & Concord Partners represented Beijing Gas Group, which has launched a cooperation with the Asian Infrastructure Investment Bank and China Clean Development Mechanism Fund promoting Beijing Gas’s consumption of clean energy and the transformation and upgrading of energy structure in Beijing and across China. This is AIIB’s first project in China as well as its first non-sovereign guarantee loan project since its opening for business. It provided Beijing Gas with a special fund of US$250 million for the replacement of coal by gas in rural areas, which will be used for the construction of transportation pipes and network of natural gas and other projects in Beijing. Partners Li Dongming and Lu Zhifang from East & Concord’s Beijing office represented Beijing Gas.

Gibson, Dunn & Crutcher is representing SK E&P America, a wholly-owned subsidiary of SK Innovation, on the agreement to acquire all of the outstanding membership interests of Longfellow Nemaha, a private oil and gas exploration and production company. SK Innovation is a leading energy and petrochemical company engaged in businesses that span the value chain, including upstream production, refining, chemicals, lubricants and batteries to power the future. The transaction is expected to close in the 2nd quarter of 2018 and will represent a significant expansion of SK’s core focus area in the US Mid-Continent region. Houston partner Justin Stolte is leading the transaction, while Hall Estill also advised on the deal. Opposing counsel is Tim Spear at Gardere.

J Sagar Associates has advised HDFC Bank on its issue of R23 billion (US$354.4m) 8.1 percent notes due 2025 (masala bonds) under its US$3 billion medium term note programme. HDFC Bank is the first Indian private bank to issue masala bonds in the overseas market. The issue was HDFC Bank’s debut masala bonds offering. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction.

J Sagar Associates has also advised Technology Frontiers India (Techfront) and its promoters on the approximately US$90 million investment made by EM Holdco I, an affiliate of KKR Emerald Media, in Insight Asia Investment Holdings, the holding company of Techfront. The transaction occurred offshore in Singapore. Insight Asia used the investment to provide a 100 percent exit to FW Global Leader, an affiliate of Fidelis World, at the Techfront level. The exit transaction was approximately US$23 million. Techfront and its group entities is a sports technology and management company providing solutions, sponsorship management and premier consulting services to leading global sports bodies. Emerald Media Fund is a KKR-sponsored fund. Partner Aarthi Sivanandh, supported by principal associate Bhavana Alexander, led the transaction. Emerald Media was represented by AZB & Partners and Morgan Lewis. ADV Partners, an existing shareholder of Techfront, was represented by Dechert, while Fidelis World was represented by Shardul Amarchand Mangaldas.

Khaitan & Co has acted as Indian counsel to Kotak Mahindra Capital, Axis Capital, Goldman Sachs (India) Securities, JM Financial Institutional Securities and JP Morgan India as the book-running lead managers on Bandhan Bank’s approximately US$685 million IPO. Bandhan Bank is a commercial bank focused on serving underbanked and underpenetrated markets in India. It has a banking licence  that permits it to provide banking services pan-India across customer segments. Partner Abhimanyu Bhattacharya and associate partner Subhayu Sen led the transaction.

Khaitan & Co has also advised Feedback Infra on the US$105 million investment by ADV Partners in Feedback Infra, by way of primary component of equity and debt and secondary acquisition of securities from existing shareholders of Feedback Infra. Feedback Infra provides advisory services and also manages operations and maintenance for power projects and roads. Partners Kartick Maheshwari and Manisha Shroff led the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to China Boqi Environmental (Holding) on its global offering and listing in Hong Kong. China Boqi is a leading independent flue gas treatment integrated service provider in China. China Boqi is offering approximately 252.2 million shares, with gross proceeds of around HK$600 million (US$76.5m). Partner Derrick Kan led the Maples team, while King & Wood Mallesons acted as Hong Kong counsel. Kwok Yih & Chan acted as Hong Kong counsel to CMB International Capital as the sponsor.

Norton Rose Fulbright has advised HSBC as the placing agent, together with Goldman Sachs (Asia), on the HK$3.33 billion (US$424.4m) top-up placement of 900.12 million shares by Chinese property developer China Jinmao Holdings Group. The placing price of HK$3.70 (US$0.47) per share involved the subscription of the 900.12 million shares by its controlling shareholder, Sinochem Hong Kong (Group). The same number of shares, which represented approximately 7.78 percent of the enlarged share capital of China Jinmao, was in turn sold to various third-party institutional investors, including Kerry Holdings and New China Life Insurance. Head of Hong Kong Psyche Tai, assisted by Hong Kong partner Vicky Lam, led the transaction.

Paul, Weiss has represented South African media group Naspers on its disposal and placing of approximately two percent of the issued share capital of Tencent, which raised gross proceeds of approximately US$9.8 billion. The placing was announced on March 23, 2018 and was conducted by way of an accelerated book-building process. The placing was expected to complete on March 27, 2018 and is the largest ever secondary share sale in the Hong Kong market to date. Bank of America Merrill Lynch, Citigroup and Morgan Stanley acted as joint global coordinators and joint book-runners. Hong Kong-listed Tencent provides internet value-added services and online advertising in China. Corporate partners Jeanette Chan and Mark Bergman led the transaction.

Rajah & Tann Singapore is acting for Oversea-Chinese Banking Corporation, the financial adviser to THSC Investments, as the offeror which is jointly owned by Standard Chartered Private Equity (Singapore) and TH60 Investments, on the S$376.6 million (US$287.8m) privatisation offer for all the issued ordinary shares in the capital of Tat Hong Holdings. Partners Lawrence Tan and Favian Tan led the transaction.

Rajah & Tann Singapore has also acted for Respond Logistics, a consortium vehicle backed by the controlling shareholder of Poh Tiong Choon Logistics (PTC Logistics) and private equity firm Tower Capital Asia, on the S$275.5 million (US$210.6m) voluntary conditional cash offer of PTC Logistics. Partners Chia Kim Huat, Hoon Chi Tern and Lee Weilin led the transaction.

Shardul Amarchand Mangaldas has advised Indiabulls Ventures on its Rs20 billion (US$308.4m) rights issue, which was oversubscribed approximately 1.33 times. As part of the transaction, Indiaabulls would issue partly paid up equity shares of Indiabulls Ventures for up to Rs20 billion (US$308.4m) on a rights basis to eligible equity shareholders of the company, in the ratio of three rights equity shares for every 16 fully paid up equity shares held by eligible equity shareholders. Partner Kaushik Mukherjee supported by principal associate Narayan Kedia, led the transaction. Axis Capital, the lead manager to the issue, was advised by AZB & Partners as Indian counsel and Squire Patton Boggs Singapore as international counsel.

Shook Lin & Bok is acting for Olivia Lum Ooi Lin, the executive chairman, group chief executive officer and a controlling shareholder of Hyflux, on her voluntary unconditional cash offer for all the issued and paid-up ordinary shares in the capital of HyfluxShop Holdings, other than those already owned, controlled or agreed to be acquired by her and parties acting in concert with her. Partners David Chong and Teo Mae Shaan are leading the transaction.

Simpson Thacher has represented KKR on the issuance of its inaugural ¥40.3 billion (US$381.2m) global yen offering. KKR intends to use the net proceeds from the offering for general corporate purposes, including funding potential acquisitions and investments in Japan. The breakdown of the offerings are: ¥25 billion (US$236.4m) 0.509 percent senior notes due 2023, ¥5 billion (US$47.3m) 0.764 percent senior notes due 2025 and ¥10.3 billion (US$97.4m) 1.595 percent senior notes due 2038 by KKR Group Finance Co IV, an indirect finance subsidiary of KKR. Partner Joe Kaufman led the transaction.

S&R Associates has advised Iron Mountain, an enterprise information management services provider, on the Rs70 million (US$1m) acquisition of the records management business of ABC India. Partner Sudip Mahapatra led the transaction.

S&R Associates has advised real estate developers Shipra group on the arrangement of credit facilities from Indiabulls Housing Finance. Partner Rajat Sethi led the transaction.

WongPartnership has acted for CWG International on the voluntary conditional cash offer by Elidom Investment for CWG. The offer price values CWG at approximately S$129 million (US$98.6m). The transaction was led by managing partner Ng Wai King and partner Milton Toon.

ZICO Insights Law is advising Singapore-listed AEI, which specialises in manufacturing high quality precision aluminium extrusion products and precision metal components, on its proposed fund raising comprising the allotment and issue of up to 62.5 million shares by the company to New Impetus Strategy Fund, an exempted company incorporated in the Cayman Islands, at an issue price of S$0.80 (US$0.61) each. In addition, the firm also advised the company on its proposed bonus warrants issue of more than 27 million bonus warrants at an exercise price of S$1.00 (US$0.76) each. Yap Lian Seng and Qiu Yang are leading the transaction.

Deals – March 21, 2018

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AZB & Partners is advising Infosys on its voluntary delisting of American Depositary Shares listed in Paris and London. Partners Sai Krishna Bharathan and Sugandha Asthana are leading the transaction, which was signed on March 12, 2018 and is yet to be completed.

AZB & Partners is also advising Jubilant Foodworks on its Tk99.5 million (US$1.2m) acquisition of 51 percent of the equity share capital of Jubilant Golden Harvest. Partner Vinati Kastia is leading the transaction, which was signed on March 6, 2018 and is yet to be completed.

J Sagar Associates has advised Groupon on an acquisition by One97 Communications, the entity running the online payment and e-commerce platform Paytm, of Nearbuy India and Little Internet (Little India). Both Nearbuy India, Groupon’s step-down subsidiary, and Little India respectively run hyper local deals discovery platforms “Nearbuy” and “Little” for various services and activities. The transaction primarily involved swap of shares and acquisition of majority stake in Little India by Paytm, resulting in Nearbuy India becoming a step-down subsidiary of Paytm. Partners Rupinder Malik and Kumarmanglam Vijay led the transaction, while Winston & Strawn acted as US counsel. One97 was represented by Shardul Amarchand Mangaldas & Co.

Khaitan & Co advised Aditya Birla Group on a preferential allotment of approximately 326.6 million equity shares by Idea Cellular to certain promoter group entities of the Aditya Birla Group, ie Birla TMT Holdings, Elaine Investments (Singapore) and Oriana Investments (Singapore). The aggregate capital infusion is approximately Rs32.5 billion (US$500m). The US$40 billion Aditya Birla Group has a force of over 120,000 employees, belonging to 42 nationalities. About 50 percent of its revenues flow from its overseas operations spanning 35 countries. Executive director Sudhir Bassi, partners Haigreve Khaitan and Vineet Shingal and associate partner Moin Ladha, assisted by partners Avaantika Kakkar and Arindam Ghosh and associate director Vinita Krishnan, led the transaction.

Khaitan & Co has also acted as Indian law counsel for Ensono on the divestment of Wipro’s hosted data centre services business to Ensono for US$405 million. Ensono provides hybrid IT services, from cloud to mainframe, that enable clients to digitally transform their businesses. Ensono has over 1,000 associates across North America and Europe, with its offices headquartered in Greater Chicago. Partner Rabindra Jhunjhunwala, supported by partner Sanjay Sanghvi and executive director Dinesh Agrawal, led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Wing Fung Group Asia, a Cayman Islands company, on its listing of 143.5 million shares in Hong Kong. The issuer is a subcontractor for provision of supply, installation and fitting-out services of mechanical ventilation and air-conditioning system for buildings in Hong Kong and Macau. Maples Fund Services (Cayman) acted as principal share registrar and transfer office in the Cayman Islands. TC Capital International acted as the sole sponsor. Partner Lorraine Pao led the Maples team, while CFN Lawyers, in association with Broad and Bright, acted as Hong Kong counsel. Loeb & Loeb acted for the sponsor and underwriters.

Paul, Weiss has represented Chinese internet giant Tencent on its Series B equity financing in Huya, a subsidiary of YY, a leading China-based e-sports live-streaming social-media platform. The financing round involves an approximately US$461.6 million investment into Huya. Upon the completion of this transaction, YY maintains control over Huya. Tencent has a right, exercisable between the second and third anniversary of the closing date, to purchase additional Huya shares at fair market price to reach 50.1 percent of the voting power in Huya. Corporate partners Jeanette Chan and Tong Yu led the transaction.

Rajah & Tann Singapore has advised one of Japan’s largest consumer financing companies, Credit Saison, on its financial services joint venture with Grab to provide micro-financing products across Southeast Asia via the joint venture company, Grab Financial Services Asia, a fintech platform within the Grab ecosystem that will provide alternatives to traditional credit ratings. Partners Terence Quek and Lionel Tan led the transaction.

Rajah & Tann Singapore has also acted as Singapore counsel to Tsui Wah Holdings on its joint venture with Jumbo Group to establish and operate Hong Kong-style Cha Chaan Teng outlets under the Tsui Wah brand in Singapore, marking the brand’s first entry into the South East Asian consumer market. As of January 31, 2018, Tsui Wah operates 32 outlets in Hong Kong, 35 outlets in China and three outlets in Macau. Partner Danny Lim led the transaction.

Shardul Amarchand Mangaldas has advised Pepperfry on raising Rs2.5 billion (US$38.3m) from US-based investor State Street Global Advisers (SSGA). Pepperfry operates an e-commerce business in India, while SSGA is the asset management arm of New York-listed investment management firm State Street. Partner Siddharth Nair led the transaction. Schulte Roth & Zabel and Cyril Amarchand Mangaldas advised State Street Global Advisors, while Walkers Global also advised on the deal.

Shook Lin & Bok is acting for DBS Trustee, the trustee of Sasseur Reit, on the IPO of Sasseur Reit in Singapore to raise between S$500 million (US$379.4m) to S$600 million (US$455.4m). Sasseur Reit is the first outlet mall Reit to be listed in Asia with an initial portfolio comprising outlet malls located in China. Partners Tan Woon Hum and Andrea Ng led the transaction.

Skadden has represented Toyota Industries, the original founding company of the Toyota Group, on its US$1 billion Rule 144A offering of senior unsecured notes in two tranches: a US$500 million 3.235 percent senior unsecured notes due 2023 and a US$500 million 3.566 percent senior unsecured notes due 2028. The offering was announced on March 13, 2018 and the notes were listed in Singapore. Tokyo bengoshi partner Mitsuhiro Kamiya and gaikokuho-jimu-bengoshi partner Kenji Taneda, assisted by New York partner Michael Hoffman, led the transaction.

Skadden has also represented Daiwa House Reit Investment and its asset manager, Daiwa House Asset Management, on the offering of investment units, which was announced on March 12, 2018. The offerings included the issuance of 222,000 new investment units, through a public offering in Japan and an international offering, at a total offer price of approximately ¥53.2 billion (US$499.6m) and a secondary offering of 15,000 investment units through over-allotment at a total offer price of approximately ¥3.6 billion (US$33.8m). The proceeds from the offerings will be used to fund part of Daiwa House Reit’s acquisition of additional properties. Tokyo gaikokuho-jimu-bengoshi partner Kenji Taneda led the transaction.

Withers KhattarWong has represented Southeast Asia’s leading on-demand transportation and mobile payments platform Grab on its pilot project — GrabCycle, a marketplace app unifying four different mobility partners into a single app. Singapore corporate partners Farhana Siddiqui and Leong Chuo Ming, supported by corporate partners Daniel Tang (Hong Kong) and Paul McGrath (London), led the transaction.

WongPartnership has acted as Singapore counsel for Clearbridge Health on the acquisition of 65 percent of the common shares in Marzan Health Care. The transaction was led by partners Vivien Yui and Lydia Ong.

ZICO Insights Law is advising Huan Hsin Holdings, a Singapore-listed telecommunications and electronics manufacturer, on its proposed acquisition, by way of reverse takeover, of 99.99 percent of the equity interest in Huangshan Zhongtian Weiliang Mining for S$1.06 billion (US$804.2m). The initial cut-off date for the company to satisfy the requirements under Rule 1314 of the Listing Manual was March 4, 2018, following which the Singapore Exchange Securities Trading could have either delisted the company, or suspended the trading of the company’s securities, with a view to delisting the company. The firm played an essential role in a successful 11th-hour application to the Exchange, informing it of the company’s plans to carry out the proposed acquisition. This culminated in the Exchange granting the company a conditional extension of time to March 4, 2019 to satisfy Rule 1314’s requirements. The transaction was led by Yap Lian Seng and Qui Yang.

Deals – March 14, 2018

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AZB & Partners has advised DP World on the acquisition of shares which will result in its subsidiary DP World Global Investment and National Investment and Infrastructure Fund, a fund jointly owned by the government of India and other investors, as shareholders of Hindustan Infralog, with the aggregate committed proposed acquisition of shares of up to US$3 billion. Partners Vinati Kastia and Abhishek Shinde led the transaction, which was completed on February 22, 2018.

AZB & Partners has also advised US-based General Electric on the acquisition by GE India Industrial of the balance 26 percent of the share capital of Alstom Bharat Forge Power from Bharat Forge. Partner Vaidhyanadhan Iyer led the transaction, which was valued at Rs2.3 billion (US$35.4m) and was completed on February 26, 2018.

Baker McKenzie FenXun (FTZ) Joint Operation Office has advised Excel Partners China Fund on a US$175 million secured term loan facility by a consortium of five leading international banks, led by Deutsche Bank AG as mandated lead arranger, to three Barbados subsidiaries of Excel as borrowers. The loan is secured by a complex security package, mainly consisting of the mortgage of the Excel Centre, a Grade A office building on Beijing’s financial street indirectly owned by the three borrowers through three wholly foreign-owned enterprises established in Tianjin. Other securities include cross-border guarantees, onshore and offshore share pledges, debentures and charges on account receivables. Hong Kong partners Simon Leung and Rico Chan led the transaction.

Clifford Chance has advised William Hill on the sale, via a competitive sale auction, of its Australian book-making business William Hill Australia to CrownBet, one of Australia’s largest gaming and entertainment groups. William Hill entered the Australian gaming market in 2013, through the A$660 million (US$519.4m) acquisition of Sportingbet, Centrebet, and tomwaterhouse.com. The firm advised on both the Centrebet and tomwaterhouse.com transactions. Partner Lance Sacks led the transaction.

Clifford Chance has also advised the Republic of Indonesia on the US and English law aspects of the update of its US$25 billion trust certificates (sukuk) issuance programme and the issuance of a US$3 billion dual tranche sukuk, comprising a five-year “green” sukuk and a 10-year sukuk. The transaction was the world’s first-ever sovereign green sukuk, and the first issuance under the Republic’s green bond and green sukuk framework. Singapore partner Johannes Juette and Dubai partner Qudeer Latif led the transaction.

Conyers Dill & Pearman has provided Cayman Islands advice to Simplicity Holding on its HK$55 million (US$7m) IPO of 200 million shares in Hong Kong. Simplicity Holding operates casual dining, full service restaurants across Kowloon and the New Territories in Hong Kong. The company currently owns and operates 10 restaurants offering Chinese, western and Thai cuisine under its respective Marsino, La Dolce and Grand Avenue Thai Cafe brands. Hong Kong partner Lilian Woo, working alongside Michael Li & Co, led the transaction.

East & Concord Partners has advised Haitong Unitrust International Leasing on successfully registering a Rmb4.8 billion (US$759.4m) interbank market financing instrument. On October 17, 2017, Haitong Unitrust registered the private placement note with a registered amount of Rmb3 billion (US$474.6m). Haitong Unitrust was the principal underwriter and bookrunner, while Industrial Bank was the joint principal underwriter. On February 26, 2018, Haitong Unitrust registered the first medium term note in 2018 with a registered amount of Rmb1.8 billion (US$284.8m). Haitong Securities and Ping An Bank were the principal underwriters. Shenzhen partner Wang Tao, and supported by Wang Zhe, led the transaction.

Hogan Lovells has advised Swissport Group on the financing and completion of its acquisition of Aerocare, the number one ground handling operator in Australia and New Zealand. Swissport is the world’s largest provider of ground and cargo handling services in the aviation industry. It operates across 315 airports around the world. Swissport, via its Aerocare acquisition, gains access to a very attractive client base. Founded in 1992, Aerocare has grown to become the largest ground handling company within the region. It provides services to major domestic and international airlines across 36 airports in Australia and New Zealand. The financing and completion of the acquisition was funded by a €325 million (US$403.3m) incremental Term Loan B facility provided by Barclays. Banking partners Alexander Premont (London & Paris), Gordon Wilson (Washington DC) and Richard Hayes (Sydney), Perth corporate partner Matthew Johnson and London international debt capital markets partner Sylvain Dhennin led the transaction.

J Sagar Associates has advised Vardhaman Special Steels (VSS) and IIFL Holdings, as the book-running lead manager, on VSS’s qualified institutions placement. VSS has completed an issue of approximately 3.57 million equity shares with face value of Rs10 (US$0.154) each at Rs140 (US$2.15) per equity share, aggregating to approximately Rs500 million (US$7.7m). VSS is one of the leading producers of special and alloy steel products in India. VSS also supplies special steel with forging applications to the international markets of Thailand, Taiwan, Turkey, Russia, Italy and Spain. Partners Vikram Raghani and Arka Mookerjee led the transaction.

J Sagar Associates has also advised Aircel and its subsidiaries Aircel Cellular and Dishnet Wireless on the initiation of the corporate insolvency resolution process under the Insolvency and Bankruptcy Code 2016 before the National Company Law Tribunal, Mumbai Bench. The applications were filed on February 28, 2018 and the preliminary order admitting the applications for initiation of the corporate insolvency resolution process was passed on March 8, 2018. Aircel provides telecommunication services in 16 circles in India with a large subscriber base. This is the first corporate debtor filing under the said code by a company in the retail sector of this size. Joint managing partner Dina Wadia and partners Divyanshu Pandey, Varghese Thomas and Aditya Rathi led the transaction.

Khaitan & Co has advised FSM Education on the investment by DSG Consumer Partners and Banyan Tree in equity shares and preference shares of FSM Education. Furtados School of Music (FSM) was founded in July 2011, with a vision to make quality music education accessible to children and individuals, young and old. FSM spans 45 points of presence across schools and centres, imparting music education to over 25,000 students. Partner Nikhilesh Panchal led the transaction.

Khaitan & Co has also advised Skipper on a 50.50 joint venture with Metzerplas Cooperative Agricultural Organisation. Skipper is India’s leading manufacturer of transmission and distribution structures and plastic water pipes. It was set up in 1981 and is the flagship company of the SK Bansal Group. Partner Kartick Maheshwari led the transaction.

King & Spalding has advised the shareholders of Dalma Energy, a Middle East oil and gas land drilling company, on the proposed combination of its business operations in Oman and Saudi Arabia with the business operations of KCA Deutag to form an enlarged business under the KCA Deutag Group. Upon completion of the transaction, Dalma Energy shareholders will receive approximately 22 percent of the shareholding in the enlarged KCA Deutag Group. The enlarged KCA Deutag Group will become the second largest owner and operator of land rigs in the Middle East, with 46 land rigs in the region. Dubai partners Jawad Ali and Simon Rahimzada, supported by Dubai partner Rizwan Kanji (debt capital markets) and London partners Ilan Kotkis (corporate) and Daniel Friel (tax) and Jules Quinn (employment & benefits), led the transaction.

Milbank, Tweed, Hadley & McCloy has advised AirAsia, Asia’s largest low-cost airline, on an agreement to sell its aircraft leasing operations to BBAM, one of the world’s largest dedicated managers of investments in commercial jet aircraft. Asia Aviation Capital (AAC), a wholly-owned subsidiary of AirAsia, will sell the aircraft leasing operations to BBAM-managed entities for a total disposal consideration of US$1.18 billion, valuing AirAsia at an enterprise valuation of US$2.85 billion. Singapore partner Paul Ng, head of aviation and asset finance practice in Asia, led the transaction, which is the largest deal of its kind in Asia to date and is expected to close in the second and third quarters of 2018.

Rajah & Tann Singapore has acted on the collective sale of all the strata lots and common property in the residential development known as Casa Contendere, situated at 35 Gilstead Road, Singapore. The development, which is situated on land zoned “residential” under the 2014 Master Plan, was sold for S$72 million (US$55m) to Tee Forward, a wholly-owned subsidiary of Tee Limited. The sale garnered 100 percent consensus among all the registered proprietors of the development. Partners Norman Ho and Gazalle Mok led the transaction.

Rajah & Tann Singapore has also advised Esteel Enterprise on its vendor compliance sale of shares in BRC Asia to restore the free float of the company to enable resumption of trading in its shares. The BRC Asia group is engaged in building construction, as well as the manufacture of basic iron and steel. Partner Danny Lim led the transaction.

Simpson Thacher has advised the underwriters, represented by Morgan Stanley and MUFG Securities Americas, on the offering by Mitsubishi UFJ Financial Group of US$750 million floating rate senior notes due 2023, US$1.5 billion 3.455 percent senior notes due 2023, US$750 million 3.777 percent senior notes due 2025 and US$500 million 3.961percent senior notes due 2028. The offering was made pursuant to MUFG’s shelf registration statement on Form F-3 under the Securities Act. MUFG is the holding company for one of the world’s largest and most diversified financial groups, providing a broad range of financial services in Japan and around the world. Tokyo capital markets partner Alan Cannon led the transaction.

Sullivan & Cromwell is representing Nippon Steel & Sumitomo Metal (Japan) on its joint venture formation agreement with ArcelorMittal (Luxembourg), in relation to its offer to acquire Essar Steel India. Partners Robert DeLaMater (corporate-New York) and Adam Paris (antitrust-Los Angeles) are leading the transaction, which was announced on March 2, 2018.

Sullivan & Cromwell (Hong Kong) is also representing Fiera Capital (Canada) on its definitive agreement to acquire Clearwater Capital Partners (Hong Kong). Partners Garth Bray (corporate-Hong Kong), Mark Menting (regulatory-New York), Frederick Wertheim (regulatory-New York) and David Spitzer (tax-New York) are leading the transaction, which was announced on March 1, 2018.

Weil has advised Advent International and its portfolio company The Learning Lab on the acquisition of Best Learning, an English language training institute for juniors in China. The Learning Lab, a leading provider of K-12 academic enrichment and tutorial services in Singapore, has formed a premium regional after-school education platform with Best Learning, an English language training institute for juniors in China. Advent International, one of the largest and most experienced global private equity investors, is the controlling shareholder of The Learning Lab and provided equity financing to support the company’s investment in Best Learning, creating an education platform in Asia. The investment bolsters Advent’s efforts to establish a regional, multi-centre education and academic services platform, following its previous investment in The Learning Lab in 2014. The two companies will share many synergies, including teaching and learning models, curriculum and enhancing the learning life cycle of students. Corporate partner Charles Ching led the transaction.

WongPartnership is acting for LTC on the voluntary conditional cash offer for all of the issued ordinary shares of the company by Mountbatten Enterprises, a consortium comprising of the company’s controlling shareholders from the Cheng family. Partner Chan Sing Yee is leading the transaction.

 

Deals – March 7, 2018

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Allen & Gledhill has advised Perennial Real Estate Holdings, through its wholly-owned subsidiary Perennial China Investment Holdings, on its joint venture with a consortium of investors to jointly invest in, acquire and develop predominantly healthcare integrated mixed-use developments, which are connected to high speed railway stations in China. The joint venture has an initial committed capital of US$500 million from the consortium, which comprises Wise Horizon Developments (a subsidiary of Shun Tak Holdings), Bangkok Bank, Imagine Properties (a subsidiary of BreadTalk Group), S1F, HPRY Holdings and WCA (a subsidiary of Wilmar International). Partners Jerry Koh, Long Pee Hua and Jonathan Lee led the transaction.

AZB & Partners has advised US-headquartered Affinion Group on its acquisition of 100 percent of Tavisca Solutions for more than US$5 million. Partner Percis Anklesaria led the transaction, which was signed and completed on February 8, 2018.

AZB & Partners has also advised KKR & Co on the acquisition of approximately nine million equity shares, by way of a preferential allotment, of Housing Development Finance Corporation by Silverview Investments, an affiliate of KKR & Co. Partners Darshika Kothari, Rushabh Maniar, Nilanjana Singh and Anand Shah led the transaction, which was valued at Rs16 billion (US$246.6m) and was completed on February 27, 2018.

Cyril Amarchand Mangaldas has represented Sberbank Russia before the High Court of Calcutta on a writ petition titled “Akshay Jhunjhunwala & Anr. v. Union of India & Ors”, wherein Section 7, 8 and 9 of the Insolvency and Bankruptcy Code 2016 (IBC) were challenged, on the ground that the IBC had created an irrational and unintelligible distinction between a financial creditor and an operational creditor. Sberbank argued that, while the claim of an operational creditor may be disputed, the claim of a financial creditor is usually uncontested and undisputed. It was also emphasised that the intent behind the IBC was to remove fringe players who could create difficulties in the expeditious resolution of an insolvency situation. It was further submitted that the rights of the operational creditors have been secured by the IBC in prescribing a minimum threshold (10 percent of the total liability of the corporate debtor), beyond which even operational creditors can participate in the committee of creditors without voting rights. The High Court agreed with the submissions made by Sberbank and upheld the constitutionality of the IBC. New Delhi disputes resolution partner Gyanendra Kumar represented Sberbank.

HSA Advocates has advised National Highways Authority of India (NHAI) on the Rs96.81 billion (US$1.5b) sale of nine operational highway projects on the toll, operate, transfer (TOT) model to Macquarie. This is a first of its kind initiative by the government where Macquarie, an Australia-based capital fund manager, has bagged nine completed highway projects through auction, quoting upfront payment of over Rs96 billion (US$1.48b), 54 percent higher than what NHAI had projected. The highway projects will be handed over to the company for toll collection, operation and maintenance for 30 years. After the contract period, NHAI will get back the projects. This is the first time that the government is auctioning completed projects under TOT mode to monetise assets. Senior partner and head of finance and projects practice Anjan Dasgupta, supported by partner Deepak Kumar Thakur, led the transaction.

J Sagar Associates has advised Onkar Singh Pasricha and Arvinder Singh Pasricha as the promoter selling shareholders on the proposed IPO of TCNS Clothing and on issues relating to the restructuring of shareholders’ agreement. TCNS has filed a draft red herring prospectus with the Securities and Exchange Board of India for an offer for sale of approximately 15.7 million equity shares by certain selling shareholders, including the promoter selling shareholders. Kotak Mahindra Capital and Citigroup Global Markets India acted as the book-running lead managers for the IPO. TCNS is India’s leading women’s branded apparel company, in terms of total number of exclusive brand outlets as of November 2017. It designs, manufactures, markets and retails a wide portfolio of women’s branded apparel across multiple brands. Partners Sidharrth Shankar, Vikram Raghani and Arka Mookerjee led the transaction. AZB & Partners, led by Madhurima Mukherjee, advised Kotak Mahindra Capital and Citigroup Global Markets India as to Indian law.

Luthra & Luthra has advised ICICI Securities, Axis, Credit Suisse, HSBC and YES Securities as the book-running lead managers on the proposed IPO of equity shares by Flemingo Travel Retail. The draft red herring prospectus was filed with the Securities and Exchange Board of India. Flemingo is part of the Flemingo Group and is a global travel retailer with operations in 119 locations in 26 countries. Flemingo’s IPO will be the first in this sector. Partner Geeta Dhania led the transaction, while Herbert Smith Freehills acted as international counsel. Khaitan & Co advised Flemingo as to Indian law.

Rajah & Tann Singapore has advised coffee-shop chain Broadway Food Centre on its acquisition of all 23 coffee shops of S-11 F&B Holdings for over S$200 million (US$152m). The acquisition makes it the largest purchase of its kind for a coffee-shop chain to date. Partners Danny Lim and Lee Lay See led the transaction.

Rajah & Tann Singapore has also acted for CIMB Bank, Singapore Branch, on the grant of secured S$100 million (US$76) murabahah facilities to HSBC Institutional Trust Services (Singapore), as trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust, to refinance existing financial indebtedness and for Shariah-compliant general investments and corporate funding purposes. Partner Lee Weilin led the transaction.

Shook Lin & Bok has acted as lead counsel for TVS Asianics, one of Asia’s fastest-growing logistics service providers, on its acquisition of Pan Asia Logistics Group’s freight forwarding and contract logistics businesses. Through this acquisition, TVS Asianics now has extensive coverage in all key markets throughout Asia, with an enhanced presence in China, Hong Kong, Singapore, Malaysia, Thailand and India, and new capabilities in Vietnam, Indonesia, Japan, Korea and Taiwan. Partners Michelle Phang, Chew Mei Choo, Teo Mae Shaan and Tan Zhi Ming led the transaction.

Weerawong C&P has represented True Properties in the establishment of Bualuang Office Leasehold Real Estate Investment Trust (BWORK), with Krung Thai Asset Management as the trustee, and BBL Asset Management as the Reit manager. BWORK has invested in the 30-year leasehold rights of land and buildings, namely True Tower 1 on Ratchadapisek Road and True Tower 2 on Pattanakarn Road, Bangkok. The total investment value is approximately Bt4 billion (US$127.5m), which was raised from the issuing of new IPO trust units and money borrowed from Bangkok Bank. The first day of trading was on February 28, 2018. Partner Khemajit Choomwattana led the transaction.

ZICO Insights Law and Howse Williams Bowers HK have advised Catalist-listed TSH on the disposal of its entire 26.5 percent equity interest, held as investment, in Unilink Development, a Hong Kong investment holding company with businesses in high volume printed circuit board and other electronic products assemblies. The disposal was structured as four tranches of share repurchases by Unilink from TSH, in accordance with Hong Kong companies law, the last of which was announced as completed on February 21, 2018. ZICO Insights Law director Gregory Chan and Howse Williams Bowers partner Tan Chia Ching led the transaction.

 

Deals – February 28, 2018

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AZB & Partners has advised Syngenta International on the acquisition of an approximately 67 percent stake and indirect control of Syngenta by China National Chemical, through its subsidiary, China National Agrochemical. Partners Samir Gandhi and Rahul Rai led the transaction, which was valued at Rs2.8 trillion (US$43b) and was cleared by the Competition Commission of India on May 16, 2017.

AZB & Partners has also advised Swanland Investment, an affiliate of Warburg Pincus, on its acquisition of a minority stake of Capillary Technologies International Singapore. Partners Srinath Dasari and Nanditha Gopal led the transaction, which was valued at Rs1.28 billion (US$19.7m).

J Sagar Associates has advised Pune Metropolitan Region Development Authority (PMRDA) on its negotiations with Virgin Hyperloop One and on the MOUs entered between PMRDA and Virgin Hyperloop One on the pre-feasibility studies and feasibility studies to be undertaken by Virgin Hyperloop One to analyse the applicability and benefits of hyperloop technology and identify high priority routes between Pune to Mumbai, in relation to the proposed hyperloop transportation. Partners Venkatesh Raman Prasad, Vishnu Sudarsan and Ashish Suman led the transaction.

J Sagar Associates has also advised Aeon Learning (Avagmah) on its series E fund raise of Rs205 million (US$3.16m) from IHE Venture Consultants (Manipal Education and Medical Group) and one of its existing investors. Avagmah is a Bengaluru-based ed-tech startup, providing online education services worldwide, direct to customers or partnering with corporates, universities and enabling educational institutions, by creation of course design and content creation, through technology platform. As part of the transaction, the entire business of another online ed-tech startup, Edvista Educational Services, which offers a hybrid model that combines live classes and an online platform for learning, will merge with Avagmah. The current investment is to expand the business operations. Partners Gerald Manoharan and Arjun Perikal led the transaction.

Khaitan & Co has advised DST Global on Apoletto’s US$50 million Series B investment in Udaan, an online B2B marketplace. DST Global is an investment company that funds late-stage ventures in the global internet industry. Partner Sharad Moudgal led the transaction.

Khaitan & Co has also advised Birlasoft (India) and its promoters National Engineering Industries and Central India Industries on the overall transaction, including the open offer by promoters of KPIT Technologies and Birlasoft to KPIT’s public shareholders for acquiring up to 26 percent of KPIT’s share capital, the merger of Birlasoft into KPIT, and the demerger of the engineering business from KPIT into KPIT Engineering. Partners Haigreve Khaitan and Niren Patel, supported by partners Arindam Ghosh and Avaantika Kakkar, executive director Daksha Baxi, associate director Vinita Krishnan and associate partner Moin Ladha, led the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands and BVI counsel to Powerlong Real Estate Holdings on its issue of HK$1.99 billion (US$254.3m) zero coupon convertible bonds due 2019. Partner Richard Spooner led the transaction, while Sidley Austin acted as Hong Kong law and English law counsel. Linklaters acted as Hong Kong law and English law counsel to Merrill Lynch (Asia Pacific), Credit Suisse (Hong Kong), The Hongkong and Shanghai Banking Corporation and UBS Hong Kong Branch as managers of the offering.

Mayer Brown JSM has represented Asia Clean Capital (ACC), a leading clean energy solutions developer in China, on its joint venture with EDF Energies Nouvelles, a renewables-focused subsidiary of the world’s largest electricity company EDF Group. Through this joint venture, the parties plan to develop a portfolio of distributed solar projects across China. The partnership will build on ACC’s work in the country to provide multinational and domestic firms with sustainable and cost-efficient rooftop solar systems, with its services ranging from support on project costs, designs, engineering and equipment to maintenance, governmental approvals and installations. Corporate and securities partner Mark Uhrynuk, supported by banking and finance partner Doos Choi, led the transaction. Clifford Chance, led by partner Kelly Gregory, advised EDF Energies Nouvelles.

Rajah & Tann Singapore is advising BRC Asia on its S$199.3 million (US$151m) pre-conditional voluntary cash offer for shares in Lee Metal Group. Both companies are listed in Singapore. Lee Metal is an established distributor and fabricator of steel products, as well as a recognised international trader of steel and steel-related products in the region. Partner Danny Lim led the transaction.

Rajah & Tann Singapore has also acted as Singapore counsel to ZACD Group on its HK$495 million (US$63.2m) listing in Hong Kong. Partners Howard Cheam, Arnold Tan and Elsa Chai led the transaction.

Shook Lin & Bok has acted as Singapore listing counsel for Kakao on its listing and quotation in Singapore of approximately 8.26 million global depositary shares, representing the same number of shares of common stock, with par value of W500 (US$0.47) per share in Kakao. Partners Marilyn See and Lian Shueh Min led the transaction.

The Capital Law Office has represented Thai Plaspac (TPAC), a Thailand-listed company engaging in plastic consumer packaging business, on its Thai regulatory requirements for the acquisition of 80 percent of the shares in Sunrise Containers, India’s third largest manufacturer of high-quality PET and PP preforms and containers. TPAC’s acquisition of Sunrise is to expand its manufacturing footprint outside Thailand. Partner Chatri Trakulmanenate led the transaction, which was valued at approximately Bt2.93 billion (US$ 93.6m).

WongPartnership has advised on the issuance of S$100 million (US$75.8m) four percent notes due 2023, pursuant to the S$250 million (US$189.5m) multicurrency medium term note programme of Breadtalk Group. The transaction was led by partner Trevor Chuan.

WongPartnership is also advising DCP Capital Partners on the acquisition of printed circuits board solution provider MFS Technology, from Navis Capital Partners and Novo Tellus Capital Partners. Partners Christy Lim, Chan Sing Yee, Felix Lee and Jason Chua are leading the transaction.