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Deals – July 22, 2015

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Allen & Gledhill has advised Suntec Real Estate Investment Trust (Suntec REIT) and ARA Trust Management (Suntec) Ltd, as manager of Suntec REIT, in respect of the S$411.8 million (US$300.5m) divestment of a retail mall known as Park Mall in Singapore by Suntec REIT to a joint venture vehicle, Park Mall Pte Ltd (PMPL). Suntec REIT has an indirect 30 percent interest in PMPL. In conjunction with the divestment, the firm advised Suntec (PM) Pte Ltd, a wholly-owned subsidiary of Suntec REIT, in respect of its agreement on the joint venture with Phoenix 99 Pte Ltd, a wholly-owned subsidiary of SingHaiyi Group Ltd, and Haiyi Holdings Pte Ltd. The joint venture was set up to redevelop Park Mall. Partners Penny Goh, Jerry Koh, Teh Hoe Yue, Tan Boon Wah and Shalene Jin led the transaction.

Allen & Gledhill has also advised Avago Technologies Ltd in respect of its acquisition of Broadcom Corp for approximately US$37 billion in cash and stock. The combined company is valued at US$77 billion in enterprise value. The transaction will involve, among others, a scheme of arrangement to be proposed by Avago to its shareholders under Singapore law. Partners Lucien Wong, Christopher Koh, Sophie Lim and Michelle Fum led the transaction which is the largest semiconductor acquisition in history.

Allens has advised energy utility assets operator DUET Group in respect of its proposed A$1.4 billion (US$841.9m) acquisition of Energy Developments Ltd and A$1.67 billion (US$1.23b) equity raising to fund the proposed acquisition. DUET announced on 20 July 2015 that it has entered into a scheme implementation deed with Energy Developments to buy 100 percent of the company’s shares by way of a scheme of arrangement. To fund the proposed acquisition, DUET Group launched a fully underwritten A$1.67 billion (US$1.23b) capital raising. Financial close of the deal is expected in October this year, pending necessary approvals. Partner Marc Kemp, with support from partners Stuart McCulloch, Alan Maxton, Veronica Siow, Kate Axup, Tracey Greenaway, Bill McCredie and Victoria Holthouse, led the transaction.

AZB & Partners is advising CLSA India Private Ltd and JP Morgan India Private Ltd as the joint global coordinators and book-running lead managers in respect of The Phoenix Mills Ltd’s qualified institutions placement of equity shares which was launched on 9 July 2015. Partner Varoon Chandra is leading the transaction which was valued at approximately INR10 billion (US$157m) and is yet to be completed.

AZB & Partners has also advised Kotak Mahindra Capital Company Ltd, IIFL Holdings Ltd and ICICI Securities Ltd as the book-running lead managers in respect of Manpasand Beverages Ltd’s IPO which was valued at approximately INR4 billion (US$62.8m). Partner Varoon Chandra also led the transaction which was completed on 9 July 2015.

Clifford Chance has advised Ascott, the wholly-owned serviced residence business unit of CapitaLand Ltd, in respect of its US$600 million 50:50 joint venture with the Qatar Investment Authority to set up a serviced residence fund with an initial focus on the Asia Pacific and Europe regions. Ascott is the world’s largest international serviced residence owner-operator with a portfolio spanning over 82 cities across more than 20 countries. Partner Valerie Kong, supported by partners Leng-Fong Lai and Raymond Tong, led the transaction.

Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd, wholly-owned by the Government of India, in respect of the INR660 million (US$10.36m) financing under its takeout finance scheme to Orange Jaisalmer Wind Energy Private Ltd for its 39.9MW Wind Power Plant at Bhesada, District Jaisalmer, State of Rajasthan. Under the scheme, India Infrastructure Finance agreed to takeout part of the exposure of existing lenders to the above project and agreed to become part of the existing consortium of lenders comprising of State Bank of India, State Bank of Hyderabad and Indian Renewable Energy Development Agency Ltd. Associate partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised India Infrastructure Finance Company Ltd, wholly-owned by the Government of India, in respect of the INR390 million (US$6m) financing under its takeout finance scheme to Orange Renewable Power Private Ltd for its 19.5MW Wind Power Plant at Dalot, District Pratapgarh, State of Rajasthan. Under the scheme, India Infrastructure Finance has agreed to takeout part of the exposure of Indian Renewable Energy Development Agency Ltd to the project and become part of the existing consortium of lenders comprising of State Bank of Patiala and Indian Renewable Energy Development Agency Ltd. Associate partner Girish Rawat also led the transaction.

Herbert Smith Freehills‘ Singapore office has advised Amcor Ltd in respect of its acquisition of Packaging India Private Ltd (PIPL), a flexible packaging company, from Indian-listed Essel Propack. PIPL provides packaging for large Indian and international consumer goods companies, such as P&G, Unilever, Cadbury, General Mills, Henkel and Wrigley. Amcor is a global leader in responsible packaging solutions for the food, beverage, healthcare, home and personal care, and tobacco packaging industries. It has over 180 sites in 43 countries and more than 26,000 employees. Singapore corporate partner Nicola Yeomans led the transaction, working with AZB & Partners in Bangalore and Chennai.

Hogan Lovells has advised UBS AG Hong Kong Branch as the placing agent in respect of a placement of 658 million new shares of Far East Horizon Ltd for approximately US$585.8 million. HKSE-listed Far East Horizon is a leading Chinese financial service provider devoted to providing tailored one-stop financial solutions. Hong Kong partner Nelson Tang, supported by partner Thomas Tarala, led the transaction.

Hogan Lovells has also advised the syndicate of lenders in respect of the restructuring of a term loan to Saigon Premier Container Terminal (SPCT) to fund the development and construction of a container terminal facility in Ho Chi Minh City, Vietnam. The syndicate of lenders includes Australia and New Zealand Banking Group Ltd, Hong Kong and Shanghai Banking Corp Ltd, Credit Agricole Corporate and Investment Bank and Natixis SA. SPCT is a joint venture between DP World Ltd and Tan Thuan Industrial Promotion Company, a Vietnamese state-owned enterprise. The original project was the first internationally project-financed port deal in Vietnam. The terminal, which can receive 50,000DWT fully loaded vessels and 70,000DWT partially loaded vessels, provides the most efficient route for shipping companies to enter the ports of Ho Chi Minh City. London partner Gary Hamp and Hong Kong BRI partner Stuart Tait, supported by Vietnam partner Jeff Olson, led the transaction.

HSA Advocates has advised the Government of Kerala and Vizhinjam Seaport International Ltd (VISL) in respect of the selection of a private partner for implementing the Vizhinjam International Multi-Purpose Seaport project. The project has been awarded to Adani Ports and Special Economic Zone Ltd pursuant to a global competitive bid process. The project is being developed under PPP model with viability gap funding from the Government of India and Government of Kerala. The port is proposed at Vizhinjam, 16kms away from Thiruvananthapuram, capital of Kerala. The proposed port is just 10 nautical miles from the international shipping lane, is endowed with natural seawater depth of up to 24m and as close as one nautical mile from the seacoast. Due to this natural depth, Vizhinjam can attract the largest container vessels currently in operation and also the future mega container carriers. The firm is also representing VISL before the National Green Tribunal and the Supreme Court in relation to an application challenging the environmental and CRZ clearance granted to the project. Managing partner Hemant Sahai, supported by partners Anjan Dasgupta and Pranav Singh, led the transaction.

J Sagar Associates has acted as domestic counsel to Axis Capital Ltd and IDFC Securities Ltd as the underwriters in respect of the filing of the draft red herring prospectus with the Securities and Exchange Board of India in connection with Paranjape Schemes Ltd’s proposed IPO which was valued at approximately INR6 billion (US$94.2m). Partners Nosh Modi and Arka Mookerjee led the transaction whilst Squire Patton Boggs Singapore acted as international counsel. Cyril Amarchand Mangaldas acted as domestic counsel for Paranjape Schemes Ltd.

J Sagar Associates has also acted as deal counsel in respect of Titagarh Wagons Ltd’s (TWL) approximately INR1.5 billion (US$23.6m) qualified institutions placement. TWL is one of the leading private sector railways wagons manufacturers in India. ICICI Securities Ltd and Religare Capital Markets Ltd were the book-running lead managers. Partners Somasekhar Sundaresan and Kaushik Mukherjee led the transaction.

Khaitan & Co has represented 3M India Ltd in respect of a matter involving the Officer of Legal Metrology Mumbai who had seized certain 3M products for not disclosing an email ID for consumer complaints, allegedly violating Rule 6 (2) of the Legal Metrology (Packaged Commodities) Rules 2011. A criminal complaint was filed against 3M and its entire board of directors. The company filed an application to quash and set aside the impugned complaint and order of issuance of summons. The Bombay High Court quashed and set aside the complaint and entire criminal proceedings. Partner Raj Panchmatia represented the client on the transaction.

Khaitan & Co has also represented and successfully defended Intas Pharmaceuticals Ltd in respect of the use of the mark “MULTI CHERRY” used in dietary supplements against Indchemie Health Specialities Pvt Ltd’s claim of trademark infringement of their mark “CHERI” used in pharmaceutical preparations at the ad-interim stage. Intas is a leading vertically integrated global pharmaceutical formulation development, manufacturing and marketing company headquartered in India. Partner Adheesh Nargolkar represented the client on the transaction.

Maples and Calder has acted as Cayman Islands counsel to Man King Holdings Ltd, a Cayman Islands company, in respect of its IPO and placing of 100 million shares with a par value of HK$0.01 (US$0.00129) each on the HKSE. The shares were offered at HK$0.80 (US$0.10) per share and the listing raised approximately HK$80 million (US$10.32m). Man King is a main contractor in the construction industry principally engaged in providing civil engineering services in Hong Kong. Ample Capital Ltd acted as the sole sponsor and lead manager. Partner Jenny Nip led the transaction whilst Hui & Lam acted as Hong Kong counsel. Francis & Co, in association with Addleshaw Goddard (Hong Kong), acted for the sole sponsor and underwriters.

Norton Rose Fulbright has advised OCBC Bank (Malaysia) Berhad and a syndicate of lenders in respect of the US$755 million limited recourse project financing of the “Armada Kraken” floating production storage and offloading vessel for Bumi Armada Berhad, which will be located at the Kraken oil field in the UK Sector of the North Sea. The financing is for the acquisition, conversion, refurbishment, installation and other ancillary work of “Armada Kraken” under the charter contract with EnQuest Heather Ltd, EnQuest ENS Ltd, First Oil and Gas Ltd, Nautical Petroleum Ltd and Nautical Petroleum AG as field partners, led by EnQuest Heather Ltd as field operator. The facility is intended to refinance an existing bridge loan signed on 31 March 2014 and comprises of both a term loan and a letter of credit facility. The syndicate of lenders comprised Export-Import Bank of Malaysia Berhad, Maybank International Labuan Branch, National Bank of Abu Dhabi PJSC Labuan Branch, Oversea-Chinese Banking Corp Ltd, RHB Bank Bhd Singapore Branch, Sumitomo Mitsui Banking Corp and The Bank of Nova Scotia Singapore Branch. The agreement was signed on 7 July 2015 with a loan tenor of eight years. The borrower is Armada Kraken Pte Ltd, a Singapore-incorporated company wholly-owned by Malaysia-listed Bumi Armada Berhad. This was a landmark transaction for Bumi Armada, achieving many firsts, including their first FPSO project in North Sea, their first heavy oil FPSO and their first project financing of this size. Singapore partner Ben Rose, assisted by partner Robert Driver, led the transaction.

Norton Rose Fulbright has also advised Rabobank in respect of the €85 million (US$92.3m) refinancing of a 2012 loan facility to Pickenpack, a leading supplier and distributor of private label/co-pack frozen seafood products in Europe. The transaction was a multi-tranche borrowing base facility, including a complicated release and security arrangement in multiple jurisdictions, arranged by Rabobank Hong Kong, Unicredit Bank AG, Deutsche Bank AG Filiale Deutschlandgeschäft and China CITIC Bank International Ltd. The Pickenpack Group provides value-added products, including frozen fish fingers, nuggets and gourmet fillets for the retail and catering market as well as for food service units all over Europe. Partners Davide Barzilai (Hong Kong), Oliver Sutter (Frankfurt) and Janet Butterworth (Paris) led the transaction whilst Appleby advised on Bermuda law and Harneys advised on Cyprus law.

Shook Lin & Bok is acting for HSBC Institutional Trust Services (Singapore) Ltd, the trustee of Suntec REIT, in respect of the proposed divestment of Park Mall to Park Mall Pte Ltd at a consideration of S$411.8 million (US$300.5m) and the establishment of a joint venture company, Park Mall Investment Ltd, of which Suntec REIT holds a 30 percent stake, to redevelop Park Mall into a commercial cum retail development. Partners Tan Woon Hum and Andrea Ng are leading the transaction.

Sullivan & Cromwell has represented Alibaba Group Holding Ltd (China) in respect of its agreement with Foxconn Technology Group (Taiwan) under which Alibaba and Foxconn will each invest ¥14.5 billion (US$116.7m) in SoftBank Robotics Holdings Corp (SBRH) (Japan), the SoftBank Group’s intermediate holding company responsible for its robotics business. Under the agreement, upon the completion of the investment by Alibaba and Foxconn, SoftBank’s SBRH share ownership ratio will become 60 percent whilst and Alibaba and Foxconn will each hold ownership stakes of 20 percent. SoftBank, Alibaba and Foxconn will build a structure to bring Pepper and other robotics businesses to global markets and cooperate to spread and develop the robotics industry worldwide. Corporate partners Garth W Bray (Beijing), William Y Chua (Hong Kong) and Olivier de Vilmorin (Paris) and intellectual property partner Nader A Mousavi (Palo Alto) led the transaction which was announced on 18 June 2015.

Weerawong, Chinnavat and Peangpanor has represented the Electricity Generating Authority of Thailand (EGAT), the largest power generator in Thailand, and Krung Thai Asset Management Public Company Ltd (KTAM) in respect of the IPO of North Bangkok Power Plant Block 1 Infrastructure Fund, Electricity Generating Authority of Thailand (EGATIF). EGATIF is the first state-owned enterprise sponsored infrastructure fund and, with an offering size of β20.85 billion (US$605m), the largest electricity infrastructure fund to be listed on the Stock Exchange of Thailand to date. The fund has invested in the rights to revenue from the operation of North Bangkok Power Plant Block 1, one of EGAT’s latest combined-cycle power plants with a contracted power generation capacity of 670MW, for a 20-year period. Trading of EGATIF investment units commenced on 13 July 2015. Executive partner Peangpanor Boonklum led the transaction.

Weerawong, Chinnavat and Peangpanor has also represented Green Earth Power (Thailand) Co Ltd (GEP) in respect of the acquisition by Vintage Engineering PLC (VTE) of 12 percent shares in GEP. The acquisition was transacted through the combination of subscription of new ordinary shares in GEP, for which VTE paid subscription price in cash, and purchase of existing shares in GEP from its major shareholder, for which VTE issued its new shares to that major shareholder of GEP (a share swap). The transaction is valued at β666 million (US$19.3m). GEP is a privately-owned holding company that invests in the development and operation of solar power projects throughout ASEAN and Japan. VTE is an engineering firm that provides services for full-scale engineering systems for a wide variety of residential, hotel, hospital, shopping mall and factory buildings. The firm also advised VTE in respect of corporate approval and compliance with securities and exchange laws and regulations. Executive partner Chinnavat Chinsangaram led the transaction.

WongPartnership acted for the arranger, BNP Paribas, acting through its Singapore branch, in respect of Splendid Investments Ltd’s S$300 million (US$218.75m) multicurrency medium term note programme unconditionally and irrevocably guaranteed by KNM Group Berhad dated 19 June 2015, and the issuer and the guarantor in respect of the programme through China wall arrangements. Partners Hui Choon Yuen, Goh Gin Nee and Trevor Chuan led the transaction.

WongPartnership has also acted for L Capital Asia in respect of the subscription by Standard Chartered Private Equity of new shares amounting to US$52 million in Crystal Jade Group Holdings, an L Capital Asia portfolio company. Partners Chan Sing Yee and Jason Chua led the transaction.

Deals – July 15, 2015

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AZB & Partners has advised Pfizer Inc in respect of its acquisition of 100 percent equity share capital of Hospira Inc for US$90 a share in cash for a total enterprise value of approximately US$17 billion. CCI approval for the acquisition was granted on 11 June 2015. NYSE-listed Hospira is the world’s leading provider of injectable drugs and infusion technologies and a global leader in biosimilars. NYSE-listed Pfizer’s global portfolio includes medicines and vaccines as well as many of the world’s best-known consumer health care products. Partner Samir Gandhi led the transaction.

AZB & Partners is also advising Citigroup Global Markets India Private Ltd, JP Morgan India Private Ltd and Morgan Stanley India Company Private Ltd, as the global co-ordinators and book-running lead managers, and Barclays Bank PLC, Kotak Mahindra Capital Company Ltd and UBS Securities India Private Ltd, as the book-running lead managers and, and together with Citigroup Global Markets India, JP Morgan India and Morgan Stanley India, as the managers, in respect of InterGlobe Aviation Ltd’s IPO of equity shares and an offer for sale of equity shares by certain selling shareholders. InterGlobe Aviation runs India’s’ biggest airline budget carrier IndiGo. Partner Madhurima Mukherjee is leading the transaction which was announced on 1 July 2015 and is yet to be completed.

Baker & McKenzie Tokyo has advised Kyocera TCL Solar LLC, a Tokyo-headquartered joint venture of Kyocera Corp and Century Tokyo Leasing Corp, in respect of the development of floating mega solar business in Hyogo Prefecture. Two of the power stations are located in Kato City and in operation since March 2015, whilst the third plant, constructed in Sakasamaike, Kasai City and in operation since June 2015, is generating an estimated maximum of 2.3 MW per year in total and is considered the world’s largest of its kind. Further expansion of floating solar power business is anticipated and this Hyogo Prefecture project is the forerunner of such future growth. Naoaki Eguchi, head of the Tokyo office Banking and Finance Practice Group, supported by partner Masato Honma, led the transaction.

Clayton Utz is advising Amcom Telecommunications Ltd in respect of the merger by scheme of arrangement with Vocus Communications Ltd. The acquisition implied an equity value for Amcom of approximately A$700 million (US$520m), with the combined Amcom and Vocus Group’s market capitalisation expected to be approximately A$1.3 billion (US$966.3m). On 8 July 2015, Amcom shareholders were issued ASX-listed shares in Vocus as consideration for their Amcom shares, and three Amcom directors will be appointed to the Vocus board. Amcom is an IT and Telecommunications company that is a provider for the converging Information, Communication and Technology needs of business and government across Australia. It was incorporated in 1993 and listed on the ASX from the time of its 1994 IPO until delisting, which is expected to occur shortly. Partners Mark Paganin and Cameron Belyea are leading the transaction.

Clifford Chance has advised Luzheng Futures in respect of its US$118 million IPO, the first for a mainland Chinese futures company. Luzheng Futures is the largest futures firm in terms of futures brokerage trading volume in Shandong in 2014 with a diversified futures business and a strategic presence in China. Partner Tim Wang, supported by partner Fang Liu, led the transaction.

Clifford Chance has also advised Airbus in respect of a framework agreement for the extension of its A320 single-aisle aircraft final assembly line in Tianjin, China with its Chinese partners Tianjin Free Trade Zone Investment Company Ltd and Aviation Industry Corp of China, to include a completion and delivery centre for wide-body twin-aisle A330 aircraft. The A330 completion and delivery centre will be located near the A320 final assembly line and will cover aircraft completion activities, including cabin installation, aircraft painting, engine run and flight tests. The agreement was signed at the Airbus site in Toulouse, France and was witnessed by Chinese Premier Li Keqiang and French Prime Minister Manuel Valls. Partner Kelly Gregory led the transaction.

Colin Ng & Partners has acted as lead counsel of ICH Gemini Asia Growth Fund Pte Ltd (IGAG) in respect of the launch of the fund, a Singapore-domiciled, Asia-focused fund that looks for private equity opportunities in Asia, particularly in China. ICH Gemini Pte Ltd is the fund manager. IGAG is offered to high net worth individuals and corporations. Partners Bill Jamieson and Amit Ramkrishn Dhune led the transaction.

Colin Ng & Partners is also acting for Mogul Coal Holdings Pte Ltd (MCH) in respect of its proposed acquisition of Eratat Lifestyle Ltd’s (ELL) listing status. ELL is under judicial management. Upon the acquisition, which shall be carried out in accordance with a scheme of arrangement entered into between ELL and its shareholders, MCH shall be listed on the Catalist Board of the SGX-ST. MCH is incorporated in Singapore. Upon the completion of a restructuring exercise, MCH will hold several coal mining companies/assets based in Mongolia. These include Sharyn Gol JSC, one of the three major thermal coal producers for Mongolia’s domestic market and among the largest companies (by market capitalisation) listed on the Mongolian Stock Exchange, as well as the Sharyn Gol coal mine, the Khuut Khonkhor coal mine, the Tevshiin Gobi coal deposit and the Chandgana coal deposit. Managing partner Tan Min-Li is leading the transaction.

Conyers Dill & Pearman has acted as Bermuda and the Cayman Islands counsel for Integrated Alternative Finance (IAF), a subsidiary of Abu Dhabi Financial Group (ADFG), in respect of its AED700 million (US$190.6m) structured equity and mezzanine debt financing to develop the Taj Dubai, a luxury hotel to be situated in Downtown Dubai. Debt financing was provided by five regional lenders whilst equity funding was provided by the Taj Dubai’s owner through Downtown Investments Ltd. Fawaz Elmalki (Dubai), Dennis S Ryan (Dubai), Oliver J Simpson (Dubai) and Chiara T Nannini (Bermuda) led the transaction.

DFDL has advised the Thai lenders of Xayaburi Power Company Ltd (XPCL) in respect of the transfer of shares from Ch Karnchang Public Company Ltd (CK) to its subsidiary CK Power Public Company Ltd (CKP). The transaction also involved the release of the existing security interests pledged to the lenders and the creation of new security interests over the shares transferred to CKP. XPCL is a 1,285MW run-of-river Mekong mainstream hydropower project located in Xayabouly province in the Lao PDR. Commercial operations will begin in October 2019. CK is a construction contractor that undertakes sophisticated constructions requiring advanced technology. Xayaburi hydropower project is currently its biggest energy project.

Herbert Smith Freehills has advised Mitsui & Co Ltd in respect of its acquisition of a 25 percent equity interest in international student recruitment and consulting company QS Quacquarelli Symonds Ltd. Headquartered in the UK, QS manages foreign student recruitment and provides globalization consulting services to universities and business schools in around 70 countries worldwide. Partners Lex Papasolomontos in Tokyo and Gillian Fairfield in London led the transaction.

HSA Advocates has advised the Hero Group, popularly known for its two-wheeler division of Hero MotoCorp, in respect of its debut in the consumer electronics business in India with its new venture called Hero Electronix. The company has acquired a majority stake in the popular set top box (STB) manufacturer Mybox, which makes STBs for various DTH operators in the country. The STB market is fueled by new technologies and standards. The industry is undergoing hybrid box penetration, which is expected to rise above 60 percent by 2016. Hybrid STBs make use of both a tuner and an internet connection. Corporate partners Aparajit Bhattacharya and Harvinder Singh led the transaction which was completed on 4 July 2015. J Sagar Associates represented Dixon Technologies, the majority selling shareholder of MyBox.

J Sagar Associates has acted as co-counsel for Reckitt Benckiser India Ltd in respect of a Writ Petition before the Division Bench of the Delhi High Court challenging the regulation of price of male contraceptives (condoms) under Drug (Price Control) Order 2013 (‎DPCO). The Court held that the DPCO envisages fixation of ceiling price only of those formulations whose strength and doses have been specified; whereas, for male contraceptives, even though included in the Schedule, no strength and doses have been prescribed. Therefore, the fixation of ceiling price for male contraceptives under the said DPCO is impermissible. Partners Amar Gupta and Mayank Mishra led the transaction.

J Sagar Associates has also advised Bravofly Rumbo Group in respect of the India leg of the acquisition of online travel agency Lastminute.com from Sabre Corp. Other major European countries in which Bravofly Rumbo Group acquired Lastminute.com’s global operations are UK, France, Germany, Spain and Italy. Partner Sidharrth Shankar led the transaction which was valued at approximately £75 million (US$117.4m). Trilegal acted as Indian counsel for Sabre Corp.

Khaitan & Co has advised MaxWatt Turbines Private Ltd in respect of its 100 percent acquisition by MAN Diesel & Turbo SE and its affiliate. MaxWatt Turbines is a leading steam turbine manufacturer, in rating from 50 kW to 20,000 kW, in India. Partner Ganesh Prasad led the transaction.

Khaitan & Co has also advised IndusInd Bank Ltd in respect of its qualified institutions placement aggregating to approximately US$682.6 million. IndusInd Bank is a Mumbai-based Indian new generation bank established in 1994. The bank offers commercial, transactional and electronic banking products and services. Executive Director Sudhir Bassi led the transaction.

Latham & Watkins has advised NYSE-listed Nord Anglia Education Inc, the world’s leading operator of premium schools, in respect of its acquisition of six schools from Meritas LLC and certain affiliates for net cash consideration of US$534 million plus US$25 million of deferred consideration. The schools are located in North America, Europe and China. The firm advised Nord Anglia Education in the acquisition and its concurrent equity offering, CHF-denominated notes offering and amendment and restatement of its senior secured credit facilities, which the company used to finance the acquisition. Partners Brad Faris (Chicago), Marc Jaffe (New York), David Teh (New York) and Eugene Lee (Hong Kong) led the transaction which was completed on 25 June 2015.

Mayer Brown JSM has advised Supreme Key Ltd, a consortium of investors that are advised and managed by Gaw Capital Partners, in respect of the purchase of InterContinental Hong Kong, an iconic 5-star hotel in the Kowloon Peninsula, Hong Kong. The firm also advised Union Overseas Bank, the mandated lead arranger and book-runner, in respect of the financing of the same transaction, which is scheduled to complete in the second half of 2015. Investors include a foreign investment corporation and HKSE-listed Pioneer Global Group. The transaction is one of the largest hotel deals in recent years. The firm also advised the investors on the hotel operation and the negotiation of a 37 years plus hotel management agreement with the manager as well as the seller, the InterContinental Hotels & Resorts, (IHG). LSE and NYSE-listed IHG is one of the biggest hotel groups in the world. Real estate partner Ricky Yiu, supported by partners Andrew MacGeoch, Wilson Wong, Duncan Abate, Hong Tran, Mark Uhrynuk, Jeremy Cunningham, Menachem Hasofer, Tow Lu Lim, Sandy Bhogal, Pieter de Ridder and Simeon Kriesberg, led the transaction.

Paul Hastings has represented Morgan Stanley Asia Ltd and CCB International Ltd as the underwriters in respect of Harmonicare Medical Holdings Ltd’s US$205 million global offering and IPO on the Main Board of the HKSE. Harmonicare Medical is the largest private obstetrics and gynecology specialty hospital group in China. Raymond Li, partner and Chair of Greater China, and Capital Markets partners Zhaoyu Ren and Nan Li led the transaction.

Paul Hastings has also advised Fosun Property, the Shanghai-based real estate investment management platform of Fosun International, the largest privately-owned conglomerate in China, in respect of the acquisition of a majority stake in Resolution Property Investment Management (RPIM), the London-based private equity real estate fund manager. Resolution Property’s partners will continue to own the remainder of RPIM. RPIM will be Fosun Property’s exclusive platform for value-add real estate investments in Europe and Fosun Property will provide cornerstone funding for RPIM’s subsequent real estate funds. Corporate partner Ronan O’Sullivan, supported by Shanghai partners Jia Yan and David Wang, London partners Arun Birla and Suzanne Horne, led the transaction. Berwin Leighton Paisner represented Resolution Property.

Shardul Amarchand Mangaldas & Co has advised the Grofers Group in respect of the investment by Sequoia Capital, Tiger Global and Apoletto Asia into Grofers Singapore Pte Ltd, part of Grofers Group which owns and operates the hyper-local grocery and fresh food delivery platform ‘Grofers’ in India. Grofers Singapore received approximately US$36 million Series C round of investment from entities controlled by Sequoia Capital, Tiger Global and Yuri Milner who subscribed to redeemable preference shares of the company. Partners Prashant Gupta and Puja Sondhi led the transaction which closed on 7 July 2015. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian and ARA Law acted as overseas and Indian legal advisors, respectively, to Tiger Global whilst Themis Associates advised Sequoia Capital.

Shearman & Sterling has advised Harmonicare Medical Holdings Ltd, a private obstetrics and gynecology hospital group, in respect of its primary listing on the Main Board of the HKSE and global offering of approximately HK$1.59 billion (US$205m). Harmonicare Medical is mainly engaged in obstetrics, gynecology and other healthcare services. As China’s largest private obstetrics and gynecology specialty hospital group, it owns and operates 11 hospitals in Beijing, Shenzhen, Guangzhou, Chongqing and other cities. Capital markets partners Colin Law and Peter Chen led the transaction.

Skadden, Arps, Slate, Meagher & Flom has represented the buyer group in respect of YY Inc’s US$3.7 billion proposed going-private deal, which was announced on 9 July 2015. YY’s Board of Directors received a non-binding proposal letter from Jun Lei, Chairman of the Board, and David Xueling Li, director and Chief Executive Officer of YY, proposing a going-private transaction to acquire all of the outstanding ordinary shares of YY not already beneficially owned by the buyer group. YY is one of China’s largest real-time online interactive social platforms. Hong Kong partners Julie Gao, Haiping Li and Will Cai and Los Angeles partner Michael Gisser led the transaction.

Weerawong, Chinnavat & Peangpanor has represented Thanachart Bank Public Company Ltd in respect of the β152 million (US$4.47m) facilities provided to Raffles Assets (Thailand) Ltd and Raffles Design International (Thailand) Ltd in connection with the financing of the construction and development of and working capital for the Raffles Design Institute Bangna Campus. Partner Passawan Navanithikul led the transaction.

Weerawong, Chinnavat & Peangpanor has also represented The Hongkong and Shanghai Banking Corp Ltd, Bangkok Branch, Bank of China (Thai) Public Company Ltd, Industrial and Commercial Bank of China (Thai) Public Company Ltd and Oversea-Chinese Banking Corp Ltd Bangkok Branch in respect of the β3.5 billion (US$103m) term loan facility provided to All Seasons Property Co Ltd to refinance and repay the existing intercompany loan that All Seasons Property has with its group. Partner Passawan Navanithikul also led the transaction.

Wong & Partners, the member firm of Baker & McKenzie International in Malaysia, has advised LTC Capital Holdings Sdn Bhd, an indirect wholly-owned subsidiary of LTC Corp Ltd, a company listed on the SGX, in respect of its proposed acquisition of 50 percent of the issued and paid up capital of USP Equity Sdn Bhd (USPE) from USP Resources Sdn Bhd (USPR) for approximately MYR70 million (US$18.4m). USPR owns 90 percent of the entire issued and paid up capital in Sogo (KL) Department Store Sdn Bhd (SKLDS), a company which operates department stores. The proposed transaction is conditional on, among others, USPR disposing of its entire interest in SKLDS to USPE in exchange for the issuance by USPE of shares in USPE to USPR. The firm further advised on the subsequent joint venture agreement among LTC, USPR and USPE which will be effective upon the completion of the proposed transaction. Partner Munir Abdul Aziz led the transaction.

WongPartnership has acted for Credit Suisse (Singapore) Ltd in respect of the establishment of a S$160 million (US$117.5m) multicurrency medium term note programme by PT Duta Anggada Realty Tbk. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership is also acting for Hexacon Construction Pte Ltd in respect of its investment in Northern Development Pte Ltd, a 50–50 joint venture owned by Hexacon and BBR Property Pte Ltd, and a shareholder of a joint venture entity, NorthernOne Development Pte Ltd (the JVCo), which will hold a 50.1 percent stake in the JVCo upon completion; and in respect of the loan of S$52.61 million (US$38.6m) from Hexacon and BBR to JVCo. Partners Ong Sin Wei, Alvin Chia, Tan Teck Howe and Bonnie Wong are leading the transaction.

Deals – July 8, 2015

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Allen & Gledhill has advised Singtel Group Treasury Pte Ltd (SGT) and Singapore Telecommunications Ltd (SingTel) in respect of SGT’s issue of US$500 million 3.25 percent notes due 2025 under its S$10 billion (US$7.37b) euro medium term note programme guaranteed by SingTel. Partners Yeo Wico, Bernie Lee and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Harmonie III Holdings Ltd in respect of its acquisition of a portfolio of five retail malls located across Malaysia, through the acquisition of an investment group structure comprising subsidiaries incorporated in the British Virgin Islands, Bermuda and Malaysia. Harmonie III is a subsidiary of a property fund managed by ARA Fund Management (Harmony III) Ltd. Partners Penny Goh, Tan Boon Wah and Shalene Jin led the transaction whilst Rahmat Lim & Partners, led by partners Chen Lee Won, Amelia Koo and Ho Wei Lih, advised on Malaysian law.

AZB & Partners is advising Kotak Mahindra Capital Company Ltd, Citigroup Global Markets India Private Ltd and Morgan Stanley India Company Private Ltd, as the global co-ordinators and book-running lead managers, and Axis Capital Ltd, Edelweiss Financial Services Ltd and YES Bank Ltd, as the book-running lead managers and, together with Kotak Mahindra, Citigroup Global and Morgan Stanley, as the managers, in respect of the IPO of Coffee Day Enterprises Ltd, the holding company which runs India’s top coffee chain under the Cafe Coffee Day brand. Partners Madhurima Mukherjee and Srinath Dasari are leading the transaction which was valued at approximately US$180 million and is yet to be completed.

Baker & McKenzie has acted as Hong Kong and US counsel to ICBC International Capital Ltd as the sole sponsor, sole global coordinator and sole book-runner, as well as the underwriters, in respect of the approximately HK$300 million (US$38.7m) global offering of Chen Xing Development Holdings Ltd, one of the leading property developers in Shanxi Province (“Chen Xing”). Chen Xing’s shares commenced trading on the HKSE on 3 July 2015. The net proceeds will be mainly used to finance the development of Phase 1 of Longtian Project in Jinzhong, Shanxi. Founded in Shanxi in 1997, Chen Xing focuses on residential property development projects. In 2013, it was ranked 279th among the “Top 500 Property Developers in China” and ranked first among all Shanxi-based property developers. As of 31 March 2015, Chen Xing had a land bank with a total GFA of 2.4 million sq m. Capital markets partners Jackie Lo (Beijing) and Lance Chen (Shanghai) led the transaction.

Clifford Chance has advised the joint global coordinators in respect of the Bank of China’s (BOC) US$3.55 billion four currency multi-tranche bond issuance. The multiple series of notes were issued under its US$20 billion medium term note programme. The separate tranches were: BOC Singapore Branch S$500 million (US$368.4m) 2.75 percent notes due 2019; BOC Abu Dhabi Branch CNY2 billion (US$322.2m) 3.6 percent notes due 2017; BOC Hong Kong Branch US$1 billion 2.125 percent notes due 2018, US$800 million 2.875 percent notes due 2020 and US$500 million 3.875 percent notes due 2025; and BOC Hungarian Branch €500 million (US$547m) floating rate notes due 2018. Partner Matt Fairclough led the transaction.

Davis Polk has advised the initial purchasers in respect of the Rule 144A and Regulation S offering by Ctrip.com International Ltd of US$700 million 1 percent convertible senior notes due 2020 and US$400 million 1.99 percent convertible senior notes due 2025. In addition, the firm advised the counterparties to the bond hedge and warrant transactions with Ctrip in connection with the convertible notes offering. NASDAQ-listed Ctrip is a leading travel service provider for hotel accommodations, airline tickets, packaged tours and corporate travel management in China. Partners James C Lin, John M Brandow and Michael Farber led the transaction.

Davis Polk has also advised the underwriters in respect of the IPO and listing on the Main Board of the HKSE of AAG Energy Holdings Ltd. The gross proceeds from the global offering amounted to approximately HK$2.28 billion (US$294m) prior to any exercise of the over-allotment option. AAG Energy is a leading coalbed methane producer in China focusing on the development and value optimization of unconventional gas resources. Partners Howard Zhang, Bonnie Y Chan and Paul Chow led the transaction.

Deacons is advising Beijing Jianguang Asset Management Co Ltd (JAC Capital), a subsidiary of Chinese state-owned investment company JIC Capital Management Ltd, in respect of its US$1.8 billion acquisition of the power amplifier business from NASDAQ-listed NXP Semiconductors NV. To date, the transaction is one of the largest outbound technology deals of 2015. NXP focuses primarily on supplying the mobile communications base station market but has potential future growth applications in the areas of industrial lighting, next generation cooking and automotive electronic ignition systems. The transaction is subject to review and approval by the US Federal Trade Commission, the European Commission, MOFCOM and other agencies. The sale is expected to close within the second half of 2015, pending required regulatory approval and employee representative consultations. The transaction involved key intellectual property issues, as the transfer of IP and technology alone was worth approximately half of the deal size. Overall, the acquisition represents an important step for JAC Capital in its movement into the semiconductor market. Partner Alexander Que is leading the transaction whilst Houthoff Buruma is also advising on the deal. Accralaw is advising on Philippines laws regarding local business transfer, Alston Bird is advising on US anti-trust matters and King & Wood Mallesons is advising on PRC anti-trust matters. De Brauw Blackstone Westbroek is representing NXP.

Deacons has also advised the joint sponsors Qilu International Capital Ltd and Haitong International Capital Ltd and the underwriters in respect of the HK$1 billion (US$129m) H-share Main Board IPO of Luzheng Futures Company Ltd in Hong Kong. The shares were expected to be listed on 7 July 2015. Luzheng Futures is the largest futures firm in terms of futures brokerage trading volume in Shandong in 2014 with a diversified futures business and a strategic presence in China. It is also one of the seven futures firms in China rated “Class A” by the China Securities Regulatory Commission for the past six consecutive years. If successfully listed, it will be the first H-share company focused on the futures business. Partners Ronny Chow and Ronnie Bow led the transaction whilst Commerce & Finance Law Offices advised as to PRC law. Luzheng Futures was advised by Clifford Chance as to Hong Kong law and Jia Yuan Law Offices as to PRC law.

Foley & Lardner has secured a seminal victory for Michael Bastian (Council of Fashion Designers of America Menswear Designer of the Year 2011) in respect of a trademark dispute before the Chinese Trademark Review and Adjudication Board (TRAB) in Beijing. As a result, Bastian is now free to use his name and intellectual property to build out his brand in China without fear that someone else has trademarked his name. This represents the first time a trademark registration application has been rejected In China in favor of a non-Chinese individual or entity based on the Principle of Honest and Good Faith. The TRAB’s decision reversed the China Trademark Office’s decision in favor of the defendant, an unrelated Chinese entity, that previously filed to register the name “Michael Bastian” and Chinese transliteration. The TRAB held that the opposing party had abused the trademark registration, use and administration in China, even though there was insufficient evidence of Michael Bastian’s use of the trademark or publicity in China prior to the date of filing by the defendant. US/China practice co-chair Selig Sacks and partner Rob Weisbein led the transaction, working alongside Xiaonan (Andrew) Su and Ji (Jeffrey) Liu of Grandall Law Firm (Beijing).

Herbert Smith Freehills has acted as English and US law counsel to the issuers and guarantor in respect of the establishment of a US$500 million high yield global medium term note programme by Avation Capital SA and Avation (Group) S Pte Ltd and the subsequent issue of US$100 million 7.5 percent notes due 2020 which was listed on the SGX. The programme was guaranteed by parent company Avation PLC, a London-listed passenger aircraft leasing company. Avation owns and manages a fleet of 29 aircraft which it leases, through its subsidiaries, to airlines such as Virgin Australia, Thomas Cook, Condor, Fiji Airways and UNI Air. Partners Philip Lee and Siddhartha Sivaramakrishnan led the transaction.

J Sagar Associates has acted as Indian counsel to Axis Capital Ltd, Deutsche Equities India Private Ltd and PNB Investment Services Ltd as the book-running lead managers in respect of Dilip Buildcon Ltd’s proposed IPO comprising of a fresh issue of equity shares aggregating up to INR6.5 billion (US$102.4m) and an offer for sale of up to approximately 2.28 million equity shares by Dilip Suryavanshi, 1.22 million equity shares by Devendra Jain and 11.4 million equity shares by Banyantree Growth Capital LLC. Partners Nosh Modi and Arka Mookerjee led the transaction whilst Cadwalader, Wickersham & Taft acted as international counsel. The Dilip Group was represented by Cyril Amarchand Mangaldas.

J Sagar Associates has also advised Amazon in respect of its US$40 million acquisition of 20 percent stake (through primary acquisition) in A&A Dukaan Financial Services Private Ltd. A&A Dukaan also received investments from Fidelity, which subscribed to 2.5 percent of the investee’s capital. The firm also advised Fidelity. A&A Dukaan operates www.bankbazaar.com, a website which enables the purchase of loan products and credit cards, providing marketing and technology services to insurance companies. A&A Dukaan has previously received foreign investments from Walden and Sequoia. In this round of investment, Amazon led the subscription to Series C preference shares, with investments also being made by Fidelity, Mousseganesh, Walden and Sequoia. Partners Vivek K Chandy and Manvinder Singh led the transaction. Amazon was advised by Perkins Coie, led by partner Indrajit Majumdar, as US counsel. A&A Dukaan Financial Services was advised by Themis whilst Mousseganesh was advised by Wilkie Farr & Gallagher.

Khaitan & Co has advised Al Ahli Bank of Kuwait KSCP Abu Dhabi in respect of a corporate guarantee provided by Shilpi Cable Technologies Ltd to secure AED45 million (US$12.25m) credit facilities availed by Shilpi Worldwide JLT. Partner Devidas Banerji led the transaction.

Khaitan & Co has also advised Robert Bosch GmBH and Bosch Ltd (India) in respect of the acquisition of 49 percent stake in Klenzaids Contamination Controls Ltd. Partner Niren Patel, supported by partner Adheesh Nargolkar, led the transaction.

Kirkland & Ellis has represented Ascendent Capital Partners, an independent China-focused private equity firm, in respect of the first and final closing of its second private equity fund. The fund closed at its hard cap with aggregate capital commitments of US$600 million, exceeding its initial target of US$500 million. The fund will continue Ascendent’s investment strategy in large-scale private manufacturing and premium retail companies and the energy and real estate sectors in China. Hong Kong private funds partners Justin Dolling and Jonathan Tadd led the transaction.

Maples and Calder has acted as Cayman Islands and British Virgin Islands counsel to Baidu Inc in respect of its issuance of US$750 million 3 percent notes due 2020 and US$500 million 4.125 percent notes due 2025. The notes are expected to be listed on the SGX-ST. Baidu is the leading Chinese-language internet search provider. Baidu’s ADSs currently trade on the NASDAQ. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell, led by partners James C Lin and John D Paton, acted as US counsel to joint book-runners Goldman Sachs (Asia) and JP Morgan Securities and to the representatives of the underwriters.

Maples and Calder has also acted as Cayman Islands and British Virgin Islands counsel to Cosmos Boom Investment Ltd in respect of the issuance of US$290 million 0.5 percent convertible bonds due 2020 guaranteed by HKSE-listed China Merchants Land Ltd. The bonds are convertible into ordinary shares of China Merchants Land. Partner Mark Western led the transaction whilst Freshfields Bruckhaus Deringer acted as English counsel to the issuer and the guarantor. Clifford Chance acted as English counsel to Merrill Lynch Far East Ltd, CCB International Capital Ltd, China Merchants Securities (HK) Co Ltd and DBS Bank Ltd as the joint lead managers.

Mayer Brown JSM has advised Sky Light Holdings Ltd in respect of its HK$676 million (US$87m) global offering and primary listing of shares on the HKSE. Sky Light is a leading global digital imaging device and solution provider for the action camera industry. It develops and manufactures action cameras and related accessories and other digital imaging products, such as traditional digital cameras, portable scanners and digital camcorders, as well as home imaging and smart wearable products. It is the principal manufacturer of major camera brand “GoPro”. The IPO was led by BOCI as the sole sponsor, sole global coordinator and sole book-runner. Corporate & Securities partner Billy Au led the transaction.

Norton Rose Fulbright has advised HSBC in respect of the HK$1.3 billion (US$167.6m) issuance of new shares by HKSE Main Board-listed South East Group Ltd, an investment holding company that invests in and develops properties in the PRC. HSBC acted as financial adviser to China Minsheng Jiaye Investment Co Ltd, the real estate arm of China Minsheng Investment Corp Ltd, as the offeror on the proposed issuance. The transaction also involved the issuance of convertible bonds to Honghu Capital Company Ltd, an independent third party, raising approximately HK$200 million (US$25.8m). The transaction is governed by both the Hong Kong Listing Rules and the Takeovers Code and will require the approval of the offeree company’s independent shareholders in relation to the share subscription and also as a condition to the grant of a “whitewash” waiver. Hong Kong partner Psyche Tai led the transaction.

Norton Rose Fulbright has also advised China Merchants Securities (HK) Co Ltd as the sole placing agent in respect of the top-up placing of 968 million shares in HKSE Main board-listed China Chengtong Development Group Ltd, a company primarily engaged in property development, property investment, financial leasing, hotel and marine travelling services, bulk commodity trade and trading and processing of coal. The shares were offered at the placing price of HK$1.01 (US$0.13) per share and the gross proceeds will amount to approximately HK$978 million (US$126m). Hong Kong partners Psyche Tai and Allan Yee led the transaction.

Shearman & Sterling has represented the Government of Mongolia in respect of the update of its US$5 billion global medium term note program and its Regulation S offering of CNY1 billion (US$161m) 7.5 percent notes due 2018 under the program. The bonds will list in Singapore. This is the first dim sum bond from a non-Chinese Asian sovereign and the first high-yield dim sum bond from a sovereign globally. Hong Kong capital markets partner Matthew Bersani led the transaction.

Shook Lin & Bok is acting for International Healthway Corp Ltd (IHC) in respect of its merger with Healthway Medical Corp Ltd (HMC) by way of a scheme of arrangement for all shares amounting to approximately S$231 million (US$170.2m). Upon completion of the transaction, HMC will become a subsidiary of IHC whilst HMC will be delisted. Partner Gwendolyn Gn is leading the transaction.

Skadden represented UBS, Credit Suisse and Guotai Junan International as the underwriters in a Regulation S “tap” offering of high yield bonds issued by Wuzhou International Holdings Limited (HK stock code: 1369), a major Chinese real estate company. The tap bonds will be consolidated with the US$100 million senior notes due 2018 issued in September 2013 and the US$100 million senior notes due 2018 issued in January 2014. The transaction was announced on June 25, and closed on July 6, 2015. The Skadden Hong Kong team included Edward Lam, Vincent Sze, and Marc Tan.

Skadden represented HSBC and Standard Chartered as the dealer managers in the high-yield bonds consent solicitation launched by Agile Property Holdings Limited (HK stock code: 3383), one of China’s leading integrated property developers, to the holders of its US$650 million 8.875% senior notes due April 2017 and US$700 million 9.875% senior notes due March 2017. The transaction was announced on June 8 and closed on June 22, 2105. The Skadden Hong Kong team included Edward Lam, Vincent Sze, and Yuanjing Chen.

Squire Patton Boggs is advising Infibeam InCorp Ltd, one of India’s leading e-commerce companies, in respect of its proposed INR4.5 billion (US$70.8m) IPO. The proposed IPO, which will be the first public listing in India by an e-commerce company, is being managed by SBI Capital Market Ltd, ICICI Securities Ltd, Kotak Mahindra Capital Company Ltd and Elara Capital (India) Private Ltd. Infibeam owns and operates the Infibeam.com e-retail site, the BuildaBazaar.com marketplace platform, as well as the .ooo TLD registry. Some of its clients include brands such as Unitech Amusement Parks Ltd, Panasonic India Private Ltd, Adlabs Entertainment Ltd, Gulf Oil Lubricants India Ltd, Eros Electricals LLC, Axiom Telecom LLC and Mumbai International Airport Private Ltd. Partner Biswajit Chatterjee is leading the transaction.

Watson Farley & Williams has acted as lead counsel to The Industrial and Commercial Bank of China Ltd (ICBC) in respect of the approximately US$198.4 million financing to the EXMAR group for the construction and acquisition of the world’s first floating liquefaction and storage unit for natural gas (FLNG) presently being built by China shipbuilders Wison (Nantong) Heavy Industry Co Ltd and Wison Offshore & Marine Ltd. This flagship project reportedly involves the highest level of technology in the LNG sector and constitutes China’s biggest exporting project to Belgium in terms of contract value to date. The FLNG is intended to be employed by Pacific Stratus Energy Colombia Corp for use under the gas project of Pacific Rubiales Energy. EXMAR group CEO Nicolas Saverys and ICBC Board Chairman Jiang Jianqing signed the agreement on 23 June 2015, with King Philippe of Belgium and China’s President Xi Jinping presiding over the signing ceremony. Hong Kong office head and partner Madeline Leong, supported by partner Christoforos Bisbikos, led the transaction.

WongPartnership has acted for Century Sunshine Group Holdings Ltd in respect of its establishment of S$300 million (US$221m) multicurrency medium term note programme and subsequent issuance of S$75 million (US$55.3m) 7.2 percent fixed rate notes due 2018 under the programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership is also acting for Cordlife Group Ltd in respect of the possible sale of its 7 percent senior unsecured convertible note due 2017 and shares in China Cord Blood Corp (CCBC) in conjunction with a proposed privatisation of CCBC by Golden Meditech Holdings Ltd for at least US$108 million. Partners Andrew Ang, Vivien Yui, Felix Lee and Goh Gin Nee are leading the transaction.

Deals – July 2, 2015

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Allen & Gledhill has advised DBS Bank Ltd, as issuer and seller, and Bayfront Covered Bonds Pte Ltd, as guarantor, in respect of the establishment by DBS of a US$10 billion global covered bond programme. The bonds are unconditionally and irrevocably guaranteed as to payments of interest and principal by Bayfront. The deal is the first covered bond programme by a Singapore-incorporated bank and the first in the Singapore market. Partners Margaret Chin, Magdalene Leong, Andrew Chan, Hoo Sheau Farn, Francis Mok, Sunit Chhabra, Jafe Ng and Daselin Ang led the transaction.

Allen & Gledhill has also advised CVC Asia Pacific (Singapore) Pte Ltd in respect of the subscription for IDR1.5 trillion (US$112.35m) bond from PT Mitra Adiperkasa Tbk (MAP), with an option from MAP to own a 30 percent share in PT MAP Aktif Adiperkasa (MAA), MAP’s wholly-owned subsidiary. The bond subscription was done through CVC’s two separate legal entities. The bond was novated from MAP to MAA following a restructuring of MAP. The bond will be redeemed and the option exercised upon the occurrence of certain events. Partners Prawiro Widjaja and Tham Kok Leong led the transaction.

Allens has acted for Healthscope Ltd, one of Australia’s leading private healthcare operators, in respect of the sale of its Australian pathology operations to Crescent Capital Partners for A$105 million (US$80.8m). Healthscope’s Australian pathology operations consist of approximately 550 collection centres and 31 pathology laboratories in Victoria, South Australia, New South Wales and the Northern Territory. The sale will also see Healthscope transfer six skin clinics to Crescent. Partner Emin Altiparmak, supported by partner and co-head of private equity practice Mark Malinas, led the transaction which was announced on 23 June 2015 and is expected to be completed in July 2015.

AZB & Partners has advised JM Financial Institutional Securities Ltd in respect of Bajaj Finance Ltd’s qualified institutions placement of approximately 3.27 million equity shares with face value of INR10 (US$0.157) each at an issue price of INR4,275 (US$67.2) per equity share, at a discount of INR132.34 (US$2.08) per equity share to the floor price of INR4,407.34 (US$69.30) per equity share), for approximately INR14 billion (US$220m). Partner Varoon Chandra led the transaction which was completed on 12 June 2015.

Baker & McKenzie has advised HKSE Main Board-listed Carnival Group International Holdings Ltd in respect of its HK$253.41 million (US$32.7m) acquisition of shares in Nice Race Management Ltd from Grace Investment Ltd and BFT Acquisition Guernsey LP Inc and its US$33.997 million share subscription in Nice Race. Carnival issued to BFT certain consideration exchangeable and convertibile bonds, which are exchangeable into shares of Nice Race and/or convertible into shares of Carnival after a certain period. After the acquisition and subscription, Carnival owns approximately 99.9 percent shareholding in Nice Race. Nice Race and its subsidiaries, operate a high-end restaurant chain under the brand of “Golden Jaguar” with restaurants across 19 cities in China as of 31 December 2014. BFT’s ultimate beneficial owners are the limited partnerships that comprise the Apax Europe VI and Apax Europe VII Funds. Carnival and its subsidiaries are principally engaged in theme-based leisure and consumption business, focusing on the design, development and operation of integrated large-scale tourist complex projects in key cities in and outside China, as well as other theme-based consumption such as food and beverages, entertainment and touring theme parks. Hong Kong corporate partner Christina Lee led the transaction.

Cadwalader, Wickersham & Taft has advised UBS AG and HSBC Bank plc as underwriters in respect of the inaugural CHF250 million (US$266.8m) bond offering by Sinochem Offshore Capital Company Ltd. The issuance of 0.76 percent notes due 2022 is guaranteed by Sinochem Hong Kong Group Company Ltd (Sinochem) under its medium term note programme established in 2014. The deal is the first-ever Swiss Franc bond offering by a Chinese corporate issuer and also the first CHF corporate bond issuance in the emerging markets globally since November 2014. The notes were provisionally admitted to trading on the SIX Swiss Exchange and offered to the public in Switzerland solely. Restrictions apply to trades outside Switzerland. Sinochem Offshore Capital is based in Hong Kong and operates as Sinochem’s SPV for note offerings under its MTN programme. Beijing corporate and capital markets partner Rose Zhu, assisted by London capital markets partners Angus Duncan and Nick Shiren and tax partner Adam Blakemore, led the transaction which was completed on 17 June 2015.

Clayton Utz is advising Skilled Group in respect of its proposed A$650 million (US$500m) acquisition by Programmed Maintenance Services. Melbourne corporate M&A partner John Brewster and Sydney M&A director Rod Halstead are leading the transaction, supported by corporate national practice group head Rory Moriarty and Melbourne corporate partner Andrew Walker.

Clifford Chance has advised the finance parties in respect of the signing of a US$4.96 billion facility to Otoyol Yatırım ve İşletme AŞ for the financing of Phase II B of the Gebze-Orhangazi-Izmir motorway (including the Izmit Bay Crossing Bridge) and the refinancing of Phases I and II A. Phase I involves the design, construction, completion, operation and maintenance of the 3km Izmit Bay Crossing suspension bridge and one section of the Gebze-Orhangazi-Izmir motorway. Phase II A consists of the second section connecting the Izmit Bay Crossing to the city of Bursa. Phase II B consists of the remaining two sections of motorway. In total, the project includes the construction of 421km of new motorway. The overall project represents the largest infrastructure project ever financed under Turkey’s BOT law. When completed, the six-lane motorway will link the Istanbul metropolitan area and Izmir, the largest city on Turkey’s Aegean coast and a major port, and is expected to significantly reduce travel times between the two cities. The sponsors of the project are Nurol İnşaat ve Ticaret AŞ, Özaltın İnşaat Ticaret ve Sanayi AŞ, Makyol İnşaat Sanayi Turizm ve Ticaret AŞ, Astaldi SpA and Göçay İnşaat Taahhüt ve Ticaret AŞ. The refinancing of Phases I and II A and the financing of Phase II B were arranged by a group of leading Turkish banks consisting of Akbank TAŞ, Finansbank AŞ, TC Ziraat Bankası AŞ, Türkiye Garanti Bankası AŞ, Türkiye Halk Bankası AŞ, Türkiye İş Bankası AŞ, Türkiye Vakıflar Bankası TAO and Yapı ve Kredi Bankası AŞ, along with Deutsche Bank AG’s London branch, each of which provided an equal share of the facility. Total project costs are estimated to be US$7.2 billion. Partner Nicholas Wong, supported by London partner David Metzger, led the transaction whilst Verdi provided Turkish law advice. Legal and structuring advice was provided to the sponsors and the borrower by Hergüner Bilgen Özeke Attorney Partnership.

Conyers Dill & Pearman has acted as Cayman and BVI counsel to AAG Energy Holdings Ltd in respect of its HK$2.28 billon (US$294m) IPO on the Main Board of the HKSE. AAG Energy Holdings Ltd is the leading independent CBM producer in China, focusing on the development and value optimization of unconventional gas resources to supply clean energy to the Chinese economy. Hong Kong corporate partner Bernadette Chen led the transaction, working alongside Kirkland & Ellis, King & Wood Mallesons, Davis Polk & Wardwell and Jingtian & Gongcheng.

Conyers Dill & Pearman has also acted as BVI counsel to AVIC International Finance Ltd in respect of the issue of US$150 million 3.3 percent bonds due 2017 and guaranteed by AVIC International (HK) Group Ltd, a wholly-owned subsidiary of AVIC International Holding. Hong Kong partner Anna Chong led the transaction, working alongside Linklaters and Jingtian & Gongcheng.

Davis Polk has advised the sole placing agent in respect of the placing of approximately 201 million shares held by Dyna Wave Holding Asia, a wholly-owned subsidiary of Nippon Paper Industries Co Ltd, in Lee & Man Paper Manufacturing Ltd for a total consideration of approximately HK$930 million (US$120m). HKSE-listed Lee & Man Paper Manufacturing produces and sells paper and related products primarily in the PRC. Tokyo Stock Exchange-listed Nippon Paper Industries is one of the largest pulp and paper manufacturers in Japan. Partner Paul Chow led the transaction.

Davis Polk has also advised the solicitation agents in respect of a solicitation of consents by SOHO China Ltd from holders of its 5.75 percent senior notes due 2017 and the 7.125 percent senior notes due 2022 to certain amendments under the indentures governing such notes. The amendments were made to allow SOHO greater flexibility in its business plans and financial management in connection with changes to its business model since the notes were issued. HKSE-listed SOHO China is a leading PRC commercial property developer focused on development and sale of prime office properties and complementary retail and high-end residential and hotel properties in central Beijing and Shanghai. Partner William F Barron led the transaction.

Deacons has advised Chongbang Holdings (International) Ltd in respect of its almost US$920 million institutional capital raising from, among others, Canadian real estate company Ivanhoe Cambridge and Dutch pension asset manager APG Asset Management NV. Chongbang is a leading Shanghai-focused developer, owner and operator of retail-anchored mixed use projects. This is the second institutional capital raising for Chongbang, which was created in Hong Kong by Singaporean and Hong Kong investors in 2003. Corporate finance partner Rhoda Yung, supported by banking & finance partner Teresa Lau, led the transaction.

Herbert Smith Freehills has acted as international counsel to Shanghai-listed Jiangsu Changjiang Electronics Technology Co Ltd (JCET) in respect of its proposed S$1 billion (US$742.3m) takeover offer of SGX-listed semiconductor company STATS ChipPAC Ltd. Semiconductor producer JCET formed a consortium with Semiconductor Manufacturing International Corp and China’s National Integrated Circuit Industry Investment Fund to acquire STATS ChipPAC, a leading provider of advanced semiconductor packaging and test services. Headquartered in Singapore with manufacturing facilities in South Korea, Singapore, China and Taiwan, STATS ChipPAC is currently ultimately controlled by Temasek Holdings. Singapore corporate partner Michael Walter, supported by partner Nicola Yeomans, Asia Head of Competition Mark Jephcott, Hong Kong banking partner Alex Aitken and Singapore capital markets partner Siddhartha Sivaramakrishnan, led the transaction which is one of the largest M&A deals in Singapore this year. Drew and Napier advised JCET on Singapore law.

J Sagar Associates has advised the promoters of Monarch Catalyst Private Ltd in respect of Evonik Industries AG’s acquisition of 100 percent of the promoters’ shareholding in Monarch. Monarch is a market leader in manufacture of specialty catalysts in India. Evonik is a global leader in producing specialty catalysts, custom catalysts and catalysts components for the life sciences & fine chemicals, industrial & petrochemicals and polyolefines market segments. M&A partner Sandeep Mehta led the transaction. Veritas Legal, led by M&A partner Abhijit Joshi advised Evonik.

J Sagar Associates has also advised Nexus Ventures III Ltd in respect of its fourth round of investment in SSN Logistics Private Ltd, a company engaged in supply chain & logistics services. Internet Fund III Pte Ltd (Tiger Global), Times Internet Ltd and Multiples Private Equity Fund, along with Multiples Private Equity Fund I Ltd, were the other investors who participated in this round of funding. Partner Sidharrth Shankar led the transaction.

Khaitan & Co has advised Kosamattam Finance Ltd in respect of its IPO of secured and unsecured redeemable non-convertible debentures for approximately US$31.2 million. Executive Director Sudhir Bassi and partner Nikhilesh Panchal led the transaction.

Khaitan & Co has also advised Bharat Fritz Werner Ltd (BFW) in respect of its acquisition of the machine tool business of Proteck Machinery Private Ltd. BFW is India’s largest machine tool builder and is a leading supplier to India’s largest companies, including the Honda Group, Tata Motors, BHEL and Amul. Partner Rajiv Khaitan and associate partner Vinay Joy led the transaction.

Kirkland & Ellis is representing AAG Energy Holdings Ltd, the leading independent coalbed methane producer in China, in respect of its IPO on the HKSE. HSBC Corporate Finance (Hong Kong) Ltd and China International Capital Corp Hong Kong Securities Ltd are the joint global coordinators on the IPO. The AAG Energy global offering is priced at HK$3 (US$0.38) per share for a total offering size of approximately HK$2.28 billion (US$294m), excluding the over-allotment option. The listing took place on 23 June 2015. Capital market partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Ben James and Henry Cheng led the transaction.

Rajah & Tann has advised Leader Environmental Technologies Ltd in respect of the proposed private placement of 51.3 million new ordinary shares in its capital at an issue price of S$0.045 (US$0.033) per placement share, amounting to approximately S$2.3 million (US$1.7m). The company and its subsidiary provide environmental protection solutions in the PRC, engaging in the research and development, design, manufacture, assembly and installation of environmental protection systems. The group also provides technical consulting and support services for environmental protection technologies and systems. Partners Danny Lim and Chia Lee Fong led the transaction which was announced on 23 June 2015 and is yet to be completed.

Skadden has represented Ctrip.com International Ltd, a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours, corporate travel management and other travel-related services in China, in respect of its issue of US$700 million convertible senior notes due 2020 and US$400 million convertible senior notes due 2025. Hong Kong partners Julie Gao, Jonathan Stone and Haiping Li led the transaction which was announced on 18 June 2015.

Skadden is also representing HKSE-listed Mascotte Holdings Ltd in respect of the proposed acquisition of control of Mascotte by Evergrande Real Estate Group Ltd and Tencent Holdings Ltd through a subscription for 75 percent of the outstanding shares of Mascotte for approximately HK$750 million (US$96.7m). Evergrande and Tencent will also subscribe for top-up warrants of Mascotte, which will allow them to maintain their percentage shareholding in Mascotte. The transaction, which was preliminarily announced on 23 June 2015, is subject to certain completion conditions, including a “whitewash waiver” under the Hong Kong Takeovers Code (which, if not obtained, will result in the need for Evergrande and Tencent to launch a general offer for the remaining shares of Mascotte should they decide to proceed with the transaction). Hong Kong partners Jonathan Stone and Edward Lam, New York partners Audrey Sokoloff and Stuart Levi, Palo Alto partner Joseph Yaffe and London partner Tim Sanders led the transaction.

WongPartnership has acted for CW Group Holdings Ltd, CW Advanced Technologies Ltd and CW Advanced Technologies Pte Ltd in respect of the establishment of their S$500 million (US$371m) multicurrency debt issuance programme. Partner Hui Choon Yuen led the transaction.

WongPartnership is also acting for Keppel Infrastructure Trust (KIT), formerly known as CitySpring Infrastructure Trust, in respect of its proposed equity fund raising exercise by way of a placement of approximately 792.8 million new KIT units at S$0.52 (US$0.38) per unit and its non-renounceable preferential offering of approximately 218.9 million new KIT units at S$0.515 (US$0.38) per unit, to raise gross proceeds of approximately S$525 million (US$389.65m) to finance the acquisition of a 51 percent stake in Keppel Merlimau Cogen Pte Ltd. Partners Karen Yeoh and James Choo are leading the transaction.

Deals – June 24, 2015

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Allens has advised leading automotive aftermarket parts specialist Burson Group Ltd in respect of its A$275 million (US$212.6m) acquisition of Metcash Automotive Holdings, a subsidiary of Metcash Ltd, one of Australia’s leading wholesalers and distributors of automotive aftermarket parts and accessories. Metcash Automotive Holdings operates well-known brands, such as Midas, ABS, Autobarn and Autopro. The acquisition will see Burson acquire 100 percent of Metcash Automotive Holdings as part of a transformative acquisition for the company. M&A partner Tom Story and capital markets partners Julian Donnan and Rob Pick, supported by partners Andrew Wiseman, Warwick Newell and Fiona Crosbie, led the transaction.

AZB & Partners has advised International Finance Corp in respect of its acquisition, along with other existing and new investors, of an additional stake in Applied Solar Technologies (India) Private Ltd. Partner Gautam Saha led the transaction which was valued at approximately US$40 million and was completed on 28 May 2015.

AZB & Partners has also advised The News Corp in respect of its acquisition of an additional stake in Elara Technologies Pte Ltd, the parent company of real estate portal PropTiger.com. Partner Shuva Mandal led the transaction which was completed on 9 June 2015.

Berwin Leighton Paisner has acted for ICBC Leasing in respect of its recent landmark deal involving leasing and financing of telecom equipment in Hungary. ICBC Leasing acquired optical fibre equipment from Huawei, the world-leading telecom equipment maker, and leased the equipment to Magyar Telecom, the leading telecom company in Hungary. This is a landmark telecom operating lease deal for ICBC Leasing, with financing provided by Bank of China Hungary Branch. This project is valued at over HUF10 billion (US$36m). Considered as one of the most significant deals signed recently, the transaction is part of China’s One Belt One Road scheme which is aimed at improving connectivity and cooperation between the countries in Eurasia. Hong Kong partner Justin Sun led the transaction.

Davis Polk has advised China Three Gorges Corp in respect of the Rule 144A / Regulation S offering of US$700 million 3.7 percent guaranteed notes due 2025 and €700 million (US$782.8m) 1.7 percent guaranteed notes due 2022 by China Three Gorges’ wholly-owned subsidiaries Three Gorges Finance I (Cayman Islands) Ltd and Three Gorges Finance II (Cayman Islands) Ltd, respectively. China Three Gorges is the largest hydropower enterprise in the world in terms of installed capacity. Partners Li He and John D Paton led the transaction. Clifford Chance advised the joint global coordinators and representatives of additional underwriters.

Deacons is advising Haitong International Capital Ltd as the sole sponsor and the underwriters in respect of mobile telecommunications industry player Vital Mobile Holdings Ltd’s IPO and listing on the HKSE. Vital Mobile is one of the leading ODM smartphone suppliers in the PRC targeting overseas markets that cover more than 25 countries. In terms of export shipment volume in 2014, it ranked fourth amongst PRC smartphone exporters on an ODM basis. Vital Mobile published its IPO prospectus on 16 June 2015 seeking to raise up to approximately HK$650 million (US$83.8m), subject to the exercise of over-allotment option, from the offering. Vital Mobile is expected to be listed on the Main Board of the HKSE on 26 June 2015.

Howse Williams Bowers has acted as Hong Kong counsel to Haitong International Securities as the placing agent in respect of the US$164 million top-up placing of shares of Sunshine 100 China Holdings Ltd, a PRC real estate developer with property development and investment properties in Bohai Rim, Midwest China, Yangtze River Delta and the Pearl River Delta. Corporate partner Brian Ho led the transaction which closed on 12 June 2015.

Howse Williams Bowers has also advised HKSE Main Board-listed Excel Development (Holdings) Ltd in respect of the acquisition of 75 percent interest in its issued share capital by an independent third party and the subsequent general offer for all Excel shares not already owned by the offeror at a total deal size of approximately HK$647 million (US$83.5m). Excel provides civil engineering and building construction services to the public and private sectors in Hong Kong. Corporate partner Brian Ho also led the transaction which closed on 5 June 2015.

J Sagar Associates has advised Suprajit Engineering Ltd (SEL) in respect of the purchase of 51 percent equity shares of Phoenix Lamps Ltd from Actis Group. SEL acquired 51 percent equity shares in a first tranche and will complete acquisition of the remaining non-public shareholding of Phoenix in a subsequent tranche post-completion of an open offer. Both SEL and Phoenix are listed on the Bombay Stock Exchange and the National Stock Exchange. SEL is a supplier of cables and components to overseas and domestic customers in the automotive and non-automotive sectors. Phoenix is the largest manufacturer of automotive lamps in India and has three subsidiaries in Europe. Partners Murali Ananthasivan, Amitabh Kumar and Mary Julie John led the transaction. Actis Group was advised by Platinum Partners and EY.

Khaitan & Co has advised Cairn India Ltd and Vedanta Ltd in respect of the merger of Cairn into Vedanta for an all-stock consideration. Partners Haigreve Khaitan, Sharad Abhyankar, assisted by executive director Daksha Baxi and associate partners Mehul Shah and Dibyanshu, led the transaction which was announced on 14 June 2015. Sullivan & Cromwell, led by New York partner Stephen M Kotran, represented Bank of America Merrill Lynch as financial adviser to Cairn India.

Khaitan & Co has also advised Aranda Investments (Mauritius) Pte Ltd, a wholly- owned subsidiary of Temasek Holdings Pte Ltd, in respect of the approximately US$150 million subscription to 3.83 percent of the post issue paid up share capital in Glenmark Pharmaceuticals Ltd. Partner Aakash Choubey, assisted by partner Avaantika Kakkar, led the transaction.

Maples and Calder has acted as British Virgin Islands counsel to Haikou Meilan International Airport Investment Ltd in respect of its issue of CNY600 million (US$96.65m) 7.25 percent guaranteed notes due 2018. The notes are guaranteed by Haikou Meilan International Airport Company Ltd and will be listed on the SGX-ST. The guarantor operates Meilan Airport, the main gateway to Hainan Island in the PRC. Partner Jenny Nip led the transaction whilst Linklaters acted as Hong Kong counsel. Clifford Chance acted as Hong Kong counsel for Société Générale, ABCI Capital Ltd and Shanghai Pudong Development Bank Co Ltd Hong Kong Branch as the joint lead managers.

Maples and Calder has also acted as British Virgin Islands counsel to China Great Wall International Holdings II Ltd in respect of its issue of up to US$1 billion 2.5 percent credit enhanced bonds due 2018, with the benefit of an irrevocable standby letter of credit issued by the Agricultural Bank of China Ltd Hong Kong Branch and a Keepwell Deed by China Great Wall Asset Management Corp. The bonds will be listed on the HKSE. China Great Wall is a wholly state-owned financial management company. Partner Jenny Nip also led the transaction whilst Linklaters also acted as English and Hong Kong counsel. Clifford Chance acted as the English and Hong Kong counsel to the 17 joint lead managers, consisting of ABCI Capital Ltd, Agricultural Bank of China Ltd Hong Kong Branch, BOCI Asia Ltd, CCB International Capital Ltd, China International Capital Corp Hong Kong Securities Ltd, Credit Suisse Securities (Europe) Ltd, Deutsche Bank AG Singapore Branch, Guotai Junan Securities (Hong Kong) Ltd, The Hongkong and Shanghai Banking Corp Ltd, JP Morgan Securities plc, Société Générale, Standard Chartered Bank, Wing Lung Bank Ltd, Bank of China Ltd, Industrial and Commercial Bank of China (Asia) Ltd, CLSA Ltd and China Construction Bank (Asia) Corp Ltd.

Norton Rose Fulbright has acted for new fund manager Aitken Investment Management (AIM) in respect of the launch of its first investment fund offered to Australian sophisticated and institutional investors. The AIM High Conviction Fund will be a global absolute return fund and will make concentrated investments in high conviction ideas led Australian stock broker Charlie Aitken who has more than 22 years of financial markets experience and is considered one of Australia’s leading macroeconomic forecasters and stock pickers. The launch featured the switch by one of Australia’s best-known stock brokers from the sell side to the buy side of the investment industry.

Shardul Amarchand Mangaldas has acted as sole transaction counsel in respect of the INR7,500 crores (US$1.18b) issuance and private placement of rated, unlisted, redeemable NCDs of Vodafone Spacetel Ltd, Vodafone Cellular Ltd and Vodafone South Ltd and the INR1,300 crores (US$204m) simultaneous rights issues by members of the Vodafone India group. Hongkong and Shanghai Banking Corp Ltd and Standard Chartered Bank acted as the arrangers for the NCDs. Partners Prashant Gupta and Monal Mukherjee led the transaction which closed on 9 June 2015.

Shardul Amarchand Mangaldas has also acted as sole transaction counsel in respect of the issuance and private placement of secured, rated, listed, non-cumulative, redeemable NCDs of PTC India Financial Services Ltd in the amount of INR213.50 crores (US$33.5m), secured by the issuer’s specified receivables, for augmenting its long term capital resources. The NCDs have been issued to International Finance Corp and are listed on the National Stock Exchange of India. IDBI Trusteeship Services Ltd acted as trustee for the NCDs. Partners Shilpa Mankar Ahluwalia and Monal Mukherjee led the transaction which closed on 3 June 2015.

Skadden has represented UBS as the sole underwriter in respect of a US$300 million Regulation S offering of 8.75 percent senior notes due 2018 by Hsin Chong Construction Group. The transaction included an initial offering of US$250 million of the notes and a “tap” offering of an additional US$50 million which was launched on the closing date of the initial tranche. This was the issuer’s debut high yield issuance. Hong Kong partner Alec Tracy led the transaction.

Skadden has also advised Ourgame International Holdings Ltd in respect of its acquisition of Peerless Media Ltd which, through its subsidiaries, produces poker and online entertainment content under, and owns the global intellectual property relating to, the “World Poker Tour” brand. Ourgame International is a Beijing-based developer of online card and board games. It operates an integrated online game platform that offers PC and mobile games through various distribution channels. Hong Kong partners John Adebiyi and Christopher Betts, supported by London partner Tim Sanders and New York partner Jose Esteves, led the transaction which was signed on 19 June 2015.

Sullivan & Cromwell is representing Goldman Sachs Gao Hua Securities Company Ltd, as independent financial adviser to Jiangsu Zhongtian Technology Co Ltd, in respect of a related party transaction between Jiangsu Zhongtian and Zhongtian Technology Group whereby Jiangsu Zhongtian acquired the equity interests in three companies owned or controlled by Zhongtian Technology from Zhongtian Technology and another seller by issuing new shares to the sellers, followed by a private placement to no more than ten qualified institutional investors. Corporate partners William Y Chua (Hong Kong), Garth W Bray (Beijing) and Stephen Kotran (New York) are leading the transaction which was announced on 10 June 2015.

Sullivan & Cromwell is also representing UBS Global Asset Management (Switzerland) in respect of the sale of its Alternative Fund Services business to MUFG Investor Services (Japan). New York partners Alexandra D Korry (corporate) and Ronald E Creamer Jr (tax) are leading the transaction which was announced on 18 June 2015.

Vaish Associates has advised Mauritius-based Plenty Private Equity Fund I Ltd, Plenty CI Fund I Ltd and India-based Multiples Private Equity Fund II in respect of the preferential issue of equity shares by PVR Ltd to the three funds, in accordance with SEBI (ICDR) Regulations 2009. Corporate partner Bomi Daruwala led the transaction which was completed on 12 June 2015 and was valued at approximately INR350 crores (US$55m). Shardul Amarchand Mangaldas advised PVR.

WongPartnership has acted for Mermaid Maritime Public Company Ltd in respect of its establishment of US$500 million multicurrency debt issuance programme. Partners Hui Choon Yuen and Trevor Chuan led the transaction.

WongPartnership has also acted as sole transaction counsel for Sembcorp Industries Ltd as the issuer and Credit Suisse (Singapore) Ltd, DBS Bank Ltd, Oversea-Chinese Banking Corp Ltd (OCBC Bank) and Standard Chartered Bank as the joint lead managers in respect of Sembcorp’s issue of S$600 million (US$447m) 4.75 percent subordinated perpetual securities under its S$2 billion (US$1.49b) multicurrency debt issuance programme. Partner Goh Gin Nee led the transaction.

Deals – June 17, 2015

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Allen & Gledhill has advised DBS Bank Ltd (DBS), Oversea-Chinese Banking Corp Ltd (OCBC) and DBS Trustee Ltd (DBS Trustee) in respect of the establishment of a S$1 billion (US$744m) multicurrency debt issuance programme by First Sponsor Group Ltd (FSG). DBS and OCBC were appointed arrangers of the programme. DBS was appointed issuing and paying agent, agent bank, registrar and transfer agent. DBS Trustee was appointed trustee for holders of the securities. Under the programme, FSG issued S$50 million (US$37.2m) 4 percent notes due 2018. DBS and OCBC were appointed joint lead managers and book-runners for the issue. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised China CNR Corp Ltd (CNR) and CSR Corp Ltd in respect of the merger notification to the Competition Commission of Singapore (CCS) in relation to the proposed merger between CNR and CSR, which has been cleared by the CCS. CNR and CSR are involved in the supply of metro trains for the mass rapid transit system in Singapore. This is the first decision by the CCS involving state-owned enterprises of the PRC, entities that are publicly listed on the Shanghai and Hong Kong stock exchanges, and the high-profile public transportation industry in Singapore. The combined revenue of the merged entity was reported to be valued at US$32 billion. Partner Daren Shiau led the transaction.

Allens has advised the WestConnex Delivery Authority in respect of the awarding of the A$2.7 billion (US$2.1b) design and construction contract for the M4 East Motorway to Leighton Contractors, Samsung and John Holland. The M4 East Motorway is part of the first stage of the WestConnex project, a 33-km road project that will complete Sydney’s Orbital Road Network. The M4 East will build on the work now being done to widen the M4 Motorway. With a total value of approximately A$15 billion (US$11.6b), WestConnex is Australia’s biggest urban road project to be delivered in three stages over 10 years. The M4 East Motorway is expected to open to traffic in 2019. Partner Leighton O’Brien led the transaction.

Clayton Utz has advised Japan Post Co Ltd in respect of the implementation of its merger scheme of arrangement with Toll Holdings Ltd on 28 May 2015. This was the largest acquisition of an Australian company in the year to date, implying an equity value for Toll of approximately A$6.75 billion (US$5.2b) and an enterprise value of approximately A$8.02 billion (US$6.2b). Japan Post has acquired Toll to diversify and expand internationally, pending its parent company Japan Post Holding Co Ltd’s proposed IPO and listing on the Tokyo Stock Exchange. It also marks a new era for Toll, which was founded in 1888 by Albert Toll and grew to become one of Australia’s most successful logistics businesses. It was listed on the ASX from the time of its 1993 IPO until the merger. M&A partners Andrew Walker and Darryl McDonough led the transaction whilst Nishimura & Asahi and Simpson Grierson acted as Japanese and New Zealand counsel, respectively. Lazard and Herbert Smith Freehills advised Toll.

Clayton Utz has also advised Macquarie Capital (Australia) Ltd and Argonaut Securities Pty Ltd as joint lead managers and book-runners in respect of the A$39 million (US$30m) placement by Perth-based Gold Road Resources Ltd. The raising comprises a A$39 million (US$30m) institutional share placement to institutional and sophisticated investors, undertaken via institutional bookbuild at a price of A$0.44 (US$0.34) per share. Gold Road’s equity raising will also include a share purchase plan capped at A$10 million (US$7.74m). Perth Corporate Advisory/M&A partner Mark Paganin led the transaction which was announced on 4 June 2015.

Clifford Chance has advised EastWest Bank in respect of establishing a life insurance joint venture with Ageas in the Philippines. The JV, EastWest Ageas Life, will be a new insurance company jointly owned by EastWest Bank and Ageas. The firm also advised on the 20-year exclusive bancassurance agreement between EastWest Bank and EastWest Ageas Life. As part of the transaction, Ageas will contribute capital and funding in the initial 12 months for an estimated amount of US$65 million. The initial capital injection amounts to US$45 million which is double the minimum regulatory capital required. The deal is subject to regulatory approvals. EastWest Bank is one of the fastest growing universal banks and is ranked among the top 10 privately owned local banks in the Philippines. It is a subsidiary of Filinvest Development Corp, one of the largest and well-established business conglomerates in the Philippines. Partner Amy Ho led the transaction whilst London partner Clare Swirski assisted on the 20-year bancassurance agreement.

Colin Ng & Partners has advised Eightstone Pte Ltd in respect of obtaining the Capital Markets Services Licence in the Accredited / Institutional Investors Fund Management Company category from the Monetary Authority of Singapore. Eightstone will focus on providing fund management services for ultra-high net worth individuals and family offices. The principals of Eightstone are former senior bankers and asset managers from blue chip European banks. Partner Bill Jamieson led the transaction.

Davis Polk has advised the joint global coordinators and the initial purchasers in respect of the Rule 144A/Regulation S offering by Kunlun Energy Company Ltd of its US$500 million 2.875 percent senior notes due 2020 and its US$500 million 3.75 percent senior notes due 2025. Kunlun Energy is the flagship platform for the downstream natural gas business of PetroChina Company Ltd. China National Petroleum Corp, PetroChina’s parent, is the largest oil and gas producer and supplier based on production and sales volume in the PRC and one of the leading integrated international energy companies in the world. Partners James Lin, John D Paton, John B Reynolds III and Gregory S Rowland led the transaction.

Davis Polk has also advised the sole book-runner in respect of the Regulation S-only offering by China Energy Reserve and Chemicals Group Overseas Company Ltd of its HK$2 billion (US$258m) 6.3 percent bonds due 2022, which are unconditionally and irrevocably guaranteed by China Energy Reserve and Chemicals Group Company Ltd (China Energy Reserve). China Energy Reserve is a PRC state-controlled oil and gas trading, logistics and distribution and supply services provider. Partners Eugene C Gregor and Paul Chow led the transaction.

Howse Williams Bowers has advised the placing agents in respect of the placing of new shares of C Y Foundation Group Company Ltd, Beijingwest Industries International Ltd and AID Partners Capital Holdings Ltd. On 25 May 2015, the firm advised the Haitong International Securities on the up to HK$133 million (US$17m) placing of new shares of C Y Foundation Group, a company which manages electronic gaming equipment in Macau and manufactures packaging products. On 4 June 2015, the firm advised UOB Kay Hian on the up to HK$400 million (US$51.6m) placing of new shares of Shougang Corp subsidiary Beijingwest Industries, a company which designs, researches and develops and manufactures controlled and passive suspension products and provides technical services for controlled and passive suspension products for premium vehicles. On 5 June 2015, the firm also advised UOB Kay Hian on the up to HK$900 million (US$116m) placing of new shares of AID Partners Capital, an independent asset management group. Partner Brian Ho led the transactions.

Howse Williams Bowers has also advised Altus Capital Ltd as the sponsor and Hantec Securities Co Ltd as the underwriter in respect of the listing by way of placing of Pinestone Capital Ltd on the Growth Enterprise Market of the HKSE. The shares commenced trading on 12 June 2015. Pinestone Capital and its subsidiaries are a Hong Kong-based financial service provider principally engaged in providing bespoke services encompassing securities brokerage, securities-backed lending and placing and underwriting, with clientele focusing on individual and corporate clients with investment appetites for the securities of small to medium-sized companies listed on the stock exchange. Partner Chia Ching Tan led the transaction.

J Sagar Associates has advised Canbank Venture Capital Fund Ltd, the investment manager of Canbank Venture Capital Fund, in respect of its investment in M/s Shiva Industrial Security Agency (Gujarat) Private Ltd, a security services provider in India. Partner Raj Ramachandran led the transaction which was valued at approximately INR110 million (US$1.7m) and is subject to completion of conditions precedent.

Khaitan & Co has advised Aditya Birla Nuvo Ltd (ABNL) in respect of the formation of a joint venture with MMI Holdings, a South African insurance-based financial services group, to enter the Indian health insurance and wellness market. Subject to completion of conditions precedent, including receipt of regulatory approvals, ABNL will hold 51 percent stake in the joint venture company Aditya Birla Health Insurance Co Ltd (ABHICL). This deal is the first in the insurance space after the recent insurance law reforms and the liberalization of foreign investment in the insurance sector. ABHICL will be the first insurance company to approach the IRDA for an insurance license after the change in law. Partners Haigreve Khaitan and Niren Patel, assisted by partner Adheesh Nargolkar, led the transaction.

Khaitan & Co has also advised Neogrowth Credit Private Ltd in respect of the third round of funding by its existing investors ON Mauritius and Aspada Investment Company and a new investor Khosla Impact I Mauritius. NeoGrowth is a non-banking financial company registered with the Reserve Bank of India engaged in offering a technology platform for lending services on pay-per-use basis. Partners Haigreve Khaitan and Ashish Razdan led the transaction.

Kirkland & Ellis is advising Nasdaq-listed China Mobile Games and Entertainment Group Ltd, the largest publisher and a leading developer of mobile games in China, in respect of its sale to affiliates of Orient Securities, Changjiang Securities and Beijing HT Capital Investment Management. The merger agreement was signed on 9 June 2015. Corporate partners David Zhang, Jesse Sheley, Benjamin Su and Amie Tang are leading the transaction.

Kirkland & Ellis is also advising the selling shareholders of LightInTheBox, a global online retail company that delivers products directly to consumers around the world, in respect of a share sale transaction pursuant to which SSE-listed Zhejiang Aokang Shoes Co Ltd has agreed to acquire a total of approximately 25.66 percent equity interest in LightInTheBox from such shareholders for an aggregate amount of US$77.3 million at US$6.30 per American Depositary Share. Corporate partners David Zhang, Jesse Sheley and Frank Sun are leading the transaction which was announced on 10 June 2015.

Luthra & Luthra Law Offices has advised DLF Utilities Ltd (DUL), a subsidiary of DLF Ltd, in respect of the proposed sale of its entire cinema exhibition business operated under the brand name ‘DT Cinemas’ to PVR Ltd. DT Cinemas currently operates 29 screens with approximately 6,000 seats across eight properties in the National Capital Region and Chandigarh. In the next 12 months, DT proposes to add 10 new screens at two properties in the National Capital Region. The transaction involves the sale of DUL’s cinema exhibition business on a slump sale basis for approximately INR500 crores (US$78m). Partner Samir Dudhoria led the transaction which is expected to close on the last quarter of 2015 or early 2016, subject to applicable regulatory and statutory approvals. Shardul Amarchand Mangaldas & Co, led by partners Akila Agrawal, Sourav Kanti De Biswas, Shweta Shroff Chopra and Aparna Mehra and assisted by managing partner Pallavi S Shroff, advised PVR.

Luthra and Luthra Law Offices has also advised Mandala Capital in respect of its INR90 crores (US$14m) investment in Godavari Biorefineries Ltd. Mandala Capital is an agribusiness fund whilst Godavari is one of the leading manufacturers of sugar and related products in India. The transaction was led by partner Kanchan Sinha.

Maples and Calder has acted as Cayman Islands counsel to Three Gorges Finance I (Cayman Islands) Ltd and Three Gorges Finance II (Cayman Islands) Ltd in respect of the issuance of US$700 million 3.7 percent notes due 2025 and €700 million (US$788.27m) 1.7 percent guaranteed notes due 2022, respectively. The US Notes and the Euro Notes are guaranteed by China Three Gorges Corp, a clean energy group focusing on large-scale hydropower development and operation, including the Three Gorges Water Conservancy Complex which is currently the largest hydropower project in the world in terms of installed capacity. The US Notes will be listed on the SGX-ST whilst the Euro Notes will be listed on the Irish Stock Exchange. Partner Mark Western led the transaction. Davis Polk & Wardwell acted as US counsel to Three Gorges whilst Clifford Chance, led by partner Fang Liu and supported by partners Connie Heng and Avrohom Gelber, acted as US counsel to JP Morgan, Deutsche Bank and ICBC as the joint global coordinators.

Norton Rose Fulbright has advised Abacus Holdings, a consortium of 11 Asian airlines, in respect of its disposal of a 65 percent stake in Abacus International Pte Ltd to its joint venture partner Sabre Corp, valuing Abacus at US$740 million. The airlines comprised All Nippon Airways, Cathay Pacific, China Airlines, DragonAir, Malaysian Airlines, Philippine Airlines, Royal Brunei Airlines, Silkair, Singapore Airlines, Eva Air and Garuda Indonesia. As part of the transaction, the airlines have agreed to long-term distribution agreements with Abacus for mutual support after completion of the disposal. Abacus is a leading global distribution system for travel and hospitality bookings in the Asia-Pacific region. Abacus will operate as a region of Sabre Travel Network. Sabre also will continue its partnership to provide technology services to INFINI, a local Japanese global distribution system which is jointly owned by Abacus Holdings and All Nippon Airways. Rothschild is the financial adviser to the airline consortium. The firm’s Hong Kong team has also advised Cathay Pacific Airways and other shareholders on the disposal of their stake in Abacus Distribution Systems (Hong Kong) Ltd, the distributor of the Abacus system in Hong Kong, to Sabre for approximately US$30 million. Hong Kong partner Jon Perry, assisted by partner Marc Waha, Singapore partners Sheela Moorthy and K C Lye and Tokyo partner Eiji Kobayashi, led the transaction.

Orrick, Herrington & Sutcliffe is representing Yuqiang Deng, Chairman and CEO of Nasdaq-listed Sungy Mobile Ltd, and the consortium that he formed in respect of taking the company private. The consortium consisted of Sungy Mobile’s co-COO Zhi Zhu, several funds managed by IDG Capital Partners and CBC Mobile Venture Ltd. China-based Sungy Mobile is a leading provider of mobile internet projects and services globally with a focus on applications and mobile platform development. It went public in November 2013. Sungy Mobile has entered into an Agreement and Plan of Merger with Sunflower Parent Ltd (Parent) formed by Yuqiang Deng, the consortium and Sunflower Merger Sub Ltd, a wholly-owned subsidiary of Parent. The deal values Sungy Mobile at approximately US$155 million and is expected to close during the second half of 2015, subject to customary closing conditions. Shanghai-based corporate partner Jie (Jeffrey) Sun and San Francisco-based M&A and Private Equity partner Richard Vernon Smith are leading the transaction whilst Paul, Weiss, Rifkind, Wharton & Garrison and O’Melveny & Myers are acting as US counsel to the funds managed by IDG Capital Partners and CBC Mobile Venture, respectively. Skadden, led by Beijing partner Peter Huang, is acting as US counsel to the special committee of independent directors of Sungy Mobile whilst Maples and Calder, led by partner Greg Knowles, is acting as Cayman Islands counsel.

Rajah & Tann is advising Yamada Green Resources Ltd in respect of its proposed renounceable underwritten rights issue of approximately 270.3 million new ordinary shares in its capital at an issue price of S$0.07 (US$0.052) each on the basis of one rights share for every two existing ordinary shares in Yamada’s issued and paid-up capital held by its shareholders as at the book closure date to be determined by the directors, to raise gross proceeds of approximately S$18.9 million (US$14m). The rights issue is underwritten by UOB Kay Hian Pte Ltd and is sub-underwritten by Sam Goi Seng Hui, a substantial shareholder of the company. Yamada and its subsidiaries are a major grower, manufacturer and supplier of fresh and processed agricultural products in Fujian Province in the PRC. Partner Danny Lim is leading the transaction which was announced on 8 June 2015 and is yet to be completed.

Shearman & Sterling has represented Deutsche Bank AG Taipei Branch and HSBC Bank (Taiwan) Ltd as the underwriters in respect of the Regulation S offering of US$200 million 5 percent senior notes due 2035 in Taiwan, commonly known as Formosa Bonds, by Reliance Industries Ltd (RIL). Formosa Bonds are bonds issued in Taiwan but denominated in a currency other than the New Taiwan Dollar. This is the first ever Formosa Bond issuance out of India and the first ever Formosa Bond issuance by an energy company globally. RIL is the largest private sector company in India. Hong Kong capital markets partner Kyungwon (Won) Lee led the transaction.

Shearman & Sterling has also represented Agricultural Bank of China, Citigroup and DBS Bank Ltd as joint global coordinators and other underwriters in respect of the Regulation S offering of CNY$4 billion (US$644.34m) 4.95 percent senior notes due 2020 by Lenovo Group Ltd. This is one of the largest offshore CNY corporate bonds. Lenovo is one of the world’s leading personal technology companies, producing innovative PCs and mobile internet devices. Lenovo is the world’s largest PC vendor and third largest smartphone company. Partners Kyungwon (Won) Lee (Hong Kong-Capital Markets), Patrick Clancy (London-Finance) and Alan Yeung (Hong Kong-Capital Markets) led the transaction.

Shook Lin & Bok is acting for Oversea-Chinese Banking Corp Ltd (OCBC) in respect of a US$20 million loan option agreement with Otto Marine Ltd’s subsidiary Surf Subsea Pte Ltd, which includes the right of OCBC to subscribe for new shares upon the listing of Surf Subsea or its investment vehicle for up to US$20 million. Partners Wong Gang, Prakash s/o Raja Segaran and Aditi Mathur are leading the transaction.

Shook Lin & Bok is also acting as Singapore counsel to Trinseo Materials Operating SCA, a leading global materials company and manufacturer of plastics, latex and rubber, in respect of the refinancing of notes issued by the company by way of the issuance of US$300 million fixed rate notes due 2022 and €375 million (US$421m) fixed rate notes due 2022 and a US$500 million syndicated loan facility, and the provision of certain guarantees and security interests by its subsidiaries. Partner Pok Eu Jin is leading the transaction.

Simpson Thacher is representing Apax Partners in respect of its sale of its entire equity interest in Golden Jaguar Group to Carnival Group International Holdings Ltd for approximately HK$241 million (US$31m). Carnival will also make a primary equity investment in Golden Jaguar for approximately US$34 million. Golden Jaguar is a high-end restaurant chain with 29 restaurants across 19 cities in the PRC as of 31 December 2014. Beijing M&A partner Shaolin Luo and Hong Kong partner Celia Lam are leading the transactions which are subject to customary closing conditions.

Skadden has represented Nasdaq-listed WoWo Ltd, a leading e-commerce platform focusing on entertainment and lifestyle services in China, in respect of its acquisition of all the issued and outstanding Join Me Group (HK) Investment Company Ltd (JMU) shares from JMU shareholders. JMU is the largest business-to-business procurement platform for the food service industry in China. As consideration for the acquisition, WoWo issued to JMU shareholders new shares equivalent to approximately 50 percent of all the issued and outstanding shares of WoWo after the closing. After the combination, the company will be renamed JM WOWO, headquartered in Hong Kong, and will become China’s largest online platform for the food service industry. Hong Kong partner Will Cai led the transaction which closed on 8 June 2015.

Skadden has also advised 3SBio Inc in respect of its HK$5.52 billion (US$712m) IPO and listing on the HKSE. The listing was announced on 1 June 2015 whilst shares begin trading on 11 June 2015. Shenyang-based 3SBio is one of China’s leading biotechnology companies, producing pharmaceuticals to treat blood disorders and to counteract the side effects of chemotherapy. It was ranked second in terms of sales of biopharmaceuticals in China in 2013. The Hong Kong public offer was more than 200 times oversubscribed. Partners Peter Huang (Beijing), Christopher Betts (Hong Kong) and Will Cai (Hong Kong) led the transaction. Davis Polk, led by partners Bonnie Y Chan, Antony Dapiran, Li He and John D Paton, advised the underwriters.

Sullivan & Cromwell is representing Tokio Marine Holdings Inc (Japan) in respect of its definitive agreement with HCC Insurance Holdings Inc (US) under which Tokio Marine will acquire all outstanding shares of HCC for US$78.00 in cash per share, through Tokio Marine’s wholly-owned subsidiary Tokio Marine & Nichido Fire Insurance Co Ltd (Japan), for a total transaction value of approximately US$7.5 billion. New York partners Robert G DeLaMater and Melissa Sawyer are leading the transaction which was announced on 10 June 2015.

Troutman Sanders has advised Greenheart Group Ltd in respect of its recent acquisition by Newforest Ltd, whereby Newforest will receive 62.8 percent interest in Greenheart Group and 39.6 percent interest in its subsidiary Greenheart Resources Holdings Ltd for a total consideration of US$108 million. Newforest also made a general offer for all other securities of Greenheart Group Ltd. Newforest is controlled by Chow Tai Fook Enterprises Ltd, a Hong Kong-based company engaged in property development, hotel, casino, transportation, jewelry, port and telecommunications businesses. Its acquisition of Greenheart is subject to approval from the Overseas Investment Office of New Zealand, the independent shareholders of Greenheart Group and the Takeovers Executive of the Securities and Futures Commission of Hong Kong. The general offer closed on 4 June 2015. HKSE-listed Greenheart Group is an integrated forest-products company which currently owns renewable softwood plantations in New Zealand and certified hardwood concessions and other interests in Suriname, South America. Hong Kong corporate partner Rossana Chu led the transaction.

Weil, Gotshal & Manges has advised Hahn & Company in respect of its acquisition, together with Hankook Tire Co Ltd, of approximately 70 percent ownership interest in Halla Visteon Climate Control Corp (HVCC) from NYSE-listed Visteon Corp for approximately US$3.6 billion. Visteon is a global technology company that designs, engineers and manufactures innovative cockpit electronics products and connected car solutions for most of the world’s major vehicle manufacturers. Visteon also announced it will commence a shareholder capital return program in the second quarter of this year. Announced in December 2014, the sale of Visteon’s ownership stake in HVCC, a global supplier of automotive thermal management products, represents an enterprise value for HVCC of approximately 10.1 times EBITDA for the 12 months ended 30 September 2014. As a result of this sale, Visteon is now a technology-focused, pure-play supplier of automotive cockpit electronics and connected car solutions – one of the world’s leading providers of vehicle information and controls, audio and infotainment, and domain controllers. Private equity partner Peter Feist, supported by Hong Kong private funds partner Albert Cho and banking partner Soo-Jin Shim, led the transaction which is one of the largest ever debt financings in Korea. Visteon was advised by Skadden, Arps, Slate, Meagher & Flom.

WongPartnership has acted for First Sponsor Group in respect of its establishment of S$1 billion (US$743.7m) multicurrency debt issuance programme and subsequent issuance of S$50 million (US$37m) 4 percent fixed rate notes due 2018 under the programme. Partner Hui Choon Yuen led the transaction.

WongPartnership is also acting for Evercore Asia (Singapore) Pte Ltd, the financial adviser of Singapore Telecommunications Ltd (SingTel), in respect of SingTel’s acquisition of 98 percent stake in Trustwave Holdings Inc, a Chicago-based cyber security company, for S$810 million (US$602.5m). Partner Andrew Ang is leading the transaction.

Deals – June 10, 2015

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Allen & Gledhill has advised SB REIT Management Pte Ltd as manager of Soilbuild REIT, DBS Bank Ltd as arranger, Deutsche Bank AG Singapore Branch as principal paying agent, CDP registrar and CDP transfer agent, Deutsche Bank AG Hong Kong Branch as non-CDP paying agent and non-CDP transfer agent, Deutsche Bank Luxembourg SA as non-CDP registrar and DB International Trust (Singapore) Ltd as trustee for holders of the securities in respect of the establishment of a S$500 million (US$369.3m) multicurrency debt issuance programme by DBS Trustee Ltd as trustee of Soilbuild REIT. Under the programme, DBS Trustee issued S$100 million (US$73.9m) 3.45 percent notes due 2018. DBS and Oversea-Chinese Banking Corp Ltd were appointed joint lead managers and joint book-runners the notes. Partners Margaret Chin, Sunit Chhabra, Magdalene Leong and Daselin Ang led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd as arranger, Deutsche Bank AG Singapore Branch as principal paying agent, CDP registrar and CDP transfer agent, Deutsche Bank AG Hong Kong Branch as non-CDP paying agent and non-CDP transfer agent, Deutsche Bank Luxembourg SA as non-CDP registrar and DB International Trust (Singapore) Ltd as trustee for holders of the securities in respect of the establishment of a S$500 million (US$369.4m) multicurrency debt issuance programme by AVJennings SPV No 10 Pty Ltd. The programme is unconditionally and irrevocably guaranteed by AVJennings Ltd. Partners Margaret Chin, Ong Kangxin, Sunit Chhabra and Daselin Ang led the transaction.

AZB & Partners is advising International Finance Corp in respect of its acquisition of a stake in ISQ Asia Infrastructure I-A Pte Ltd, an investment holding company through which investments are made in operational roads and related infrastructure projects in India. Partner Gautam Saha is leading the transaction which was announced on 20 April 2015 and is yet to be completed.

AZB & Partners has also advised Sion Investment Holdings Pte Ltd, an indirect subsidiary of Baring Private Equity Asia, in respect of its acquisition of up to 100 percent of the share capital of CMS Info Systems Ltd, pursuant to the execution of two share purchase agreements both dated 16 February 2015. Partner Samir Gandhi led the transaction.

Baker & McKenzie has advised HKSE-listed Reorient Group Ltd, a provider of financial services businesses in Hong Kong and the US, in respect of its share subscription agreements with Yunfeng Financial Holdings Ltd (YFHL) and four other investors, raising approximately HK$3.9 billion (US$503m) in fresh capital. The net proceeds will be used by Reorient to support the development of its existing financial services businesses and for general working capital purposes. Upon completion of the transaction, which is subject to shareholders and various regulatory approvals, approximately 56 percent of the enlarged share capital of Reorient will be controlled by YFHL through its indirectly controlled subsidiary Jade Passion whilst 25 percent will be held by four other new investors and the remaining 19 percent will be held by current Reorient shareholders. Hong Kong corporate partners Lawrence Lee and Christina Lee led the transaction.

Clifford Chance has advised HSBC, CIMB, JP Morgan and Dubai Islamic Bank as the lead arrangers in respect of a US$2 billion sovereign sukuk raised by the Republic of Indonesia. The sukuk is the largest single tranche US dollar sukuk issued in Asia and the Republic’s largest ever US dollar sukuk issuance. The issuance attracted interest from a diverse group of domestic and international investors, with increased interest from Islamic investors evident compared to Indonesia’s previous sukuk offering. The 144A/Reg S 10-year Islamic bond drew orders of more than US$6.8 billion and priced inside guidance to yield 4.325 percent, cutting through Indonesia’s outstanding sukuk curve. Dubai partner and global head of Islamic finance Qudeer Latif and Singapore partner Johannes Juette led the transaction.

Clifford Chance has also advised 15 banks in respect of the international aspects of Garuda Indonesia’s US$500 million sukuk. The sukuk is the first-ever offshore US dollar offering by an Indonesian corporate issuer and the first sukuk issuance utilising the airline capacity structure (as part of a sukuk-al-wakala structure) in Asia. Garuda Indonesia will use part of the money raised from the sukuk issuance to refinance its debt (including Garuda Indonesia’s existing US$400 million shariah-compliant refinancing, on which the firm also advised), with the rest being used for general purposes. Partners Stuart Ure and Qudeer Latif led the transaction whilst Linda Widyati & Partners, Clifford Chance’s associate Indonesian firm, advised on the Indonesian law aspects of the transaction. A separate team in Hong Kong led by partner Matt Fairclough advised The Hongkong and Shanghai Banking Corp as the delegate.

Deacons is advising JAC Capital, a subsidiary of Chinese state-owned investment company JIC Capital, in respect of the US$1.8 billion acquisition of NXP Semiconductors’ power amplifier business. The transaction is one of the largest outbound technology deals of 2015. NXP Semiconductors’ business is primarily focused on supplying the mobile communications base station market but has potential future growth applications in the areas of industrial lighting, next generation cooking and automotive electronic ignition systems. The transaction is subject to review and approval by the US Federal Trade Commission, the European Commission, MOFCOM and other agencies. NXP and JAC Capital expect the sale to close within the second half of 2015, pending required regulatory approval and employee representative consultations. Corporate finance partner Alexander Que and partners Catherine Zheng (intellectual property) and Kelvan Cheung (corporate finance) are leading the transaction. Houthoff Buruma is acting for the purchaser whilst De Brauw Blackstone Westbroek is representing the seller.

Deacons has also acted for RaffAello Capital Ltd as the sole sponsor and the underwriters in respect of the listing by way of placing of Golden Power Group Holdings Ltd on the Growth Enterprise Market of the HKSE. Golden Power is principally engaged in the manufacture and sale of a broad range of batteries for various electronic devices to the PRC, Hong Kong and international markets, both under its own ‘‘Golden Power’’ brand and the brands of its private label and OEM customers. The listing was expected to close on 5 June 2015. Partner Rhoda Yung led the transaction which was valued up to HK$75.6 million (US$9.75m) whilst Global Law Office advised as to PRC law. Golden Power was advised by ONC Lawyers Partners on Hong Kong law, Yuan Tai Law Offices on PRC law, Appleby on Cayman Islands law, Nixon Peabody on US law and Graf von Westphalen on European Union law.

HSA has advised IFC and the Government of Jharkhand in respect of selecting private partners through a competitive tender process for the development and operation of pathology centres in all 24 districts of the state. Pursuant to a competitive tender process, Medall Healthcare Private Ltd and SRL Ltd have been selected as the private partners for development and operation of pathology centres in their respective cluster, each cluster comprising of 12 districts of the state. Managing partner Hemant Sahai and partner Pranav Singh led the transaction.

J Sagar Associates has advised Ecom Express Private Ltd and its promoters in respect of the investment made by Warburg Pincus through one of its affiliates. The composite structure of the deal involved a primary infusion as well as a purchase of securities from the existing investors, including some angel investors, aggregating to a deal size of INR850 crores (US$132.9m). Delhi-headquartered Ecom is a leading logistics company in the e-commerce space, providing logistics and delivery services to the e-commerce industry and courier and express services for B2B and B2C customers. It was founded in 2012 and currently has over 320 delivery centres and 8,000 employees in about 210 cities. Partner Pallavi Puri led the transaction. AZB & Partners, led by partners Anil Kasturi and Nandita Govind, advised Warburg Pincus.

J Sagar Associates has also advised Anheuser-Busch InBev, the world’s largest brewer headquartered in Belgium, in respect of its corporate restructuring in India, including an exit from its joint venture with RJ Corp to go solo through Crown Beers India Pvt Ltd, its wholly-owned subsidiary. The deal will allow Anheuser-Busch InBev to expand in India independently through additional brand investment and capacity expansion. Anheuser-Busch InBev has over 25 percent of the world’s market share for beer and counts over 200 beer brands in its portfolio, including Budweiser, Corona, Stella Artois, Beck’s, Leffe and Hoegaarden. Partner Upendra Nath Sharma, assisted by chairman and founder Jyoti Sagar, led the transaction whilst Covington and Burling acted as international advisors on the transaction. RJ Corp was represented by Dua Associates.

Khaitan & Co has advised Emami Ltd in respect of the acquisition of the hair and scalp care business under the ‘Kesh King’ and allied brands from Sanjeev Juneja for approximately US$258.6 million. Emami, a public limited company listed on the BSE and NSE, is an Indian producer of fast moving consumer goods, such as cosmetics and health and baby products. Partner Haigreve Khaitan and associate partner Surbhi Kejriwal, assisted by partner Adheesh Nargolkar and executive director Dinesh Agrawal, led the transaction.

Khaitan & Co has also advised Bandhan Financial Services Ltd (BFSL) in respect of the approximately US$ 250.7 million investment by International Finance Corp, Caladium Investment Pte Ltd and Small Industries Development Bank of India in BFSL and Bandhan Bank Ltd. BFSL is a micro-finance institution based out of Kolkata and one of the few entities which was granted an in-principle approval by the Reserve Bank of India to establish a new bank in the private sector in accordance with the guidelines issued by RBI. Partners N G Khaitan, Bharat Anand and Joyjyoti Misra and associate director Sumit Chakraborty, assisted by executive director Arshad (Paku) Khan, led the transaction.

Locke Lord has advised HKSE-listed Huisheng International Holdings Ltd in respect of its HK$100 million (US$12.9m) top-up placing and subscription of shares to investors. Hong Kong partner Michael Fung led the transaction which closed on 29 May 2015.

Locke Lord has also advised Grand Concord International Holdings Ltd in respect of the placing of 6 percent HK$50 million (US$6.45m) one-year convertible bonds at an initial conversion price of HK$1.386 (US$0.179). Hong Kong partner Michael Fung also led the transaction which closed on 20 May 2015.

Majmudar & Partners has advised Glenmark Pharmaceuticals Ltd in respect of its merger with its subsidiaries Glenmark Generics Ltd and Glenmark Access Ltd, including drafting and finalizing the scheme documents and applications, obtaining approval of the Competition Commission of India, the stock exchanges and the Securities and Exchange Board of India and sanction of the High Court of Bombay. Partner Rukshad Davar led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Qunar Cayman Islands Ltd, a NASDAQ-listed Cayman Islands company which is a leading mobile and online travel platform in China, in respect of a strategic investment, in the form of US$500 million senior unsecured convertible notes, led by private-equity firm Silver Lake. Silver Lake invested US$330 million whilst a local Chinese investment firm invested US$170 million. Partner Greg Knowles led the transaction whilst Shearman & Sterling, led by partners Paul Strecker (Hong Kong – M&A), Lee Edwards (Beijing – M&A), Michael Dorf (San Francisco – M&A), Alan Yeung (Hong Kong – Capital Markets) and Alan Seem (Menlo Park – Capital Markets), acted as US counsel.

Maples and Calder has also acted as Cayman Islands and British Virgin Islands counsel to CK Hutchison Holdings Ltd (CKH Holdings), Hutchison Whampoa Ltd (Hutchison) and Cheung Kong Property Holdings Ltd (CK Property) in respect of the scheme of arrangement of Hutchison and the spin-off of the development and rental property and hotel business of CKH Holdings group and Hutchison group to CK Property, an exempted company incorporated in the Cayman Islands. The shares of CKH Holdings listed on the main board of the HKSE on 18 March 2015. The spin-off is effected through the issuance of new CK Property shares to CKH Holdings qualifying shareholders and listing of CK Property shares on the HKSE. Simultaneously with the withdrawal of the listing of Hutchison shares on the HKSE, shares of CK Property were listed on the HKSE by way of introduction and became a constituent stock of Hang Seng Composite LargeCap Index on 3 June 2015. The removal of layered holding structure between Cheung Kong and Hutchison allows public shareholders to directly invest in two separate listed companies. Partner Mark Western led the transaction. Woo Kwan Lee & Lo and Freshfields Bruckhaus Deringer advised Cheung Kong group and Hutchison. HSBC and Merrill Lynch, as joint sponsors to the listing of CK Property, were advised by Linklaters. Maples Fund Services acted as principal registrar to the listing and was instrumental to reflect all ownership details to the Cayman register of members.

Morrison & Foerster has advised CLSA, Credit Suisse, Haitong International and Jeffries as placing agents in respect of Guangzhou-based Evergrande Real Estate Group’s US$600 million top-up placement. The block in Evergrande launched on 28 May 2015 and closed on 2 June 2015. Hong Kong capital markets partner Charles Chau led the transaction.

Norton Rose Fulbright has advised HSBC as the sole manager in respect of the block sale of 191.4 million shares in Sinotrans Ltd, a company listed on the main board of the HKSE, by Deutsche Post Beteiligungen Holding GmbH at a total consideration of approximately HK$1.09 billion (US$140.6m). Sinotrans is one of the largest logistics companies in China. It also provides support services of storage and terminal services, trucking and marine transportation services. It is based in Beijing and was incorporated in 2002. It was listed on the HKSE in 2003 with Sinotrans Group as its controlling shareholder. Deutsche Post Beteiligungen Holding GmbH is a subsidiary of Deutsche Post AG, the world’s largest courier company. The company was founded in 1999 and is headquartered in Bonn, Germany. Hong Kong partners Psyche Tai and Allan Yee led the transaction. Linklaters advised the seller.

Norton Rose Fulbright has also acted for major Chinese steel company Ansteel Group Corp in respect of a US$1.481 billion refinancing of Karara Mining Ltd (KML). The firm advised Ansteel on a secured refinancing of its majority-owned KML, which was provided by a syndicate of Chinese banks. KML was established in 2007 for the development of the major Karara Iron Ore Project in Western Australia. The refinancing required a new financing and security package to be put in place in a tight timeframe. It also required extensive negotiation with Gindalbie Metals Ltd, the minority owner of KML, which provided a counter-guarantee and indemnity to Ansteel. The firm also advised Ansteel on the counter guarantees required by Gindalbie on two separate unsecured facilities KML put in place with China Guangfa Bank and Shanghai Pudong Development Bank for a joint total of US$500 million. Partners Jake Howard (banking and finance) and James Stewart (corporate), assisted by partner Liz Allnutt in Perth, led the transaction. Ashurst acted for KML.

Rajah & Tann has advised SGX-ST Mainboard-listed Gallant Venture Ltd in respect of the second tranche of its fourth issue of notes, to be consolidated and form a single series with the existing S$175 million (US$129.5m) notes due 2018 issued on 6 April 2015, under its US$500 million Euro Medium Term Note Programme. The S$55 million (US$40.7m) 7 percent notes due 2018 were issued on 27 May 2015. Gallant Venture is an investment holding company headquartered in Singapore with businesses in Singapore, Indonesia and the PRC. The group has operations in automotive, utilities, industrial parks, resort operations and property development areas. DBS Bank Ltd acted as the sole lead manager and book-runner. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction.

Shardul Amarchand Mangaldas & Co is advising Sanjeev Juneja as the seller in respect of the sale of the Kesh King and Kesh Pari business as a going concern to Emami Ltd. Partners Jatin Aneja, Anubhuti Agarwal and Dev Robinson led the transaction which was valued at INR1651 crores (US$257.9m) and is expected to close by 15 June 2015. Khaitan & Co Mumbai advised Emami.

Stephenson Harwood has acted for BOCOM International (Asia) Ltd as the sole sponsor in respect of D&G Technology Holding Ltd’s listing of securities on the Main Board of the HKSE on 27 May 2015, raising approximately HK$342 million (US$44m). The issuer is a leading market player in the PRC focusing on the production of medium to large-scale asphalt mixing plants. It specialises in the research and development, design, manufacturing and sale of asphalt mixing plants and provide one-stop customised solutions to customers in the PRC and abroad. Managing partner Voon Keat Lai led the transaction.

WongPartnership is acting for Maybank Kim Eng Securities Pte Ltd, the independent financial adviser to the directors of STATS ChipPAC Ltd who are considered independent in respect of the pre-conditional voluntary general offer by JCET-SC (Singapore) Pte Ltd for all the issued and paid-up ordinary shares in STATS ChipPAC’s capital for approximately US$780 million. Partners Andrew Ang, Audrey Chng and Dawn Law are leading the transaction.

WongPartnership has also acted for Telstra Corp Ltd in respect of the proposed acquisition for approximately US$697 million of Pacnet Ltd, Asia’s biggest private owner of submarine communication cables. Joint managing partner Ng Wai King and partners Tan Sue-Lynn, Lam Chung Nian, Kylie Peh and Tan Teck Howe led the transaction.

Deals – June 3, 2015

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Clifford Chance has advised IK Investment Partners, through its IK 2007 Fund, in respect of the disposal of Vistra Group, one of the world’s leading providers of company formations, trust, corporate and fund administration services, to Baring Private Equity Asia. The deal was announced on 22 May 2015 and its completion is subject to regulatory approvals in a number of jurisdictions. In 2011, the firm also advised IK on its acquisition of Offshore InCorps Ltd and the formation of the Vistra Group. Private equity and M&A partner Simon Cooke, assisted by partners Matt Truman and Richard Blewett, led the transaction.

Clifford Chance has also advised Shanghai Electric Newage Company Ltd in respect of the €600 million (US$655.5m) 1.125 percent guaranteed bonds due 2020 and guaranteed by HKSE-listed Shanghai Electric Group Company Ltd. Shanghai Electric is one of the largest industrial equipment manufacturing conglomerates in China. Partner Jean Thio, supported by partners Glen Ma and Connie Heng, led the transaction.

Clyde & Co has advised the National Bank of Fujairah (NBF) as global agent in respect of a AED750 million (US$204m) syndicated loan for Pacific Control Systems, a leading global provider of information communication technologies. NBF Capital Ltd, a subsidiary of NBF, acted as the financial advisor. Pacific Control Systems will use the loan to finance its expansion and working capital requirements. The transaction, a combination of Islamic and conventional financing structures, was oversubscribed by 33 percent, receiving total commitments of AED1 billion (US$272m) before being scaled back. It was underwritten by NBF and Al Khalij Commercial Bank QSC. Both banks also served as mandated lead arrangers, with NBF also acting as global facility agent for the transaction. The other participating banks were Al Khaliji France SA, Dubai Islamic Bank, United Arab Bank, National Bank of Oman, Ajman Bank and Sharjah Islamic Bank. Dubai Islamic Bank also acted as the investment agent for the Islamic facility. Partners Adrian Low and Adil Hussain led the transaction.

Deacons has represented the sole sponsor RaffAello Capital Ltd and the underwriters in respect of the listing of Golden Power Group Holdings Ltd on the Growth Enterprise Market of the HKSE. The listing is expected to raise up to HK$75.6 million (US$9.75m). Golden Power manufactures and sells a broad range of batteries for various electronic devices to Hong Kong, the PRC and international markets, both under its own ‘‘Golden Power’’ brand and the brands of its private label and OEM customers. Golden Power issued its prospectus on 29 May 2015 and is expected to be listed on the Growth Enterprise Market of the HKSE on 5 June 2015. Corporate finance partner Rhoda Yung led the transaction.

DLA Piper has advised Beijing State-Owned Assets Management Co Ltd (BSAM) in respect of its debut offering of US$1 billion dual tranche bonds which closed on 26 May 2015. The bonds were issued by BSAM’s wholly-owned subsidiary in Hong Kong and have the benefit of a keepwell and liquidity support deed and a deed of equity interest purchase undertaking provided by BSAM. The bonds were offered in reliance on Regulation S under the US Securities Act. BSAM is the investment and financing platform of the Beijing Municipal Government and an integrated large-scaled investment holding company. BSAM holds well-known assets, such as the Bird’s Nest and the Water Cube, which were the major facilities for the 2008 Olympics and have become icons of Beijing and the PRC. The A3/A-/A rated bonds consisted of Series A US$300 million 3 percent notes due in 2020 and Series B US$700 million 4.125 percent notes due in 2025. The proceeds of the offering will be used for refinancing certain existing indebtedness and for BSAM’s working capital and general corporate purposes. Partner Melody He-Chen led the transaction. Citi and UBS, the joint global coordinators, joint lead managers and joint book-runners, were represented by Allen & Overy.

J Sagar Associates has advised Elbit Imaging and its subsidiary Plaza Centers in respect of their sale of the securities of Anuttam Developers Private Ltd to Nitesh Indiranagar Retail Private Ltd, a Nitesh Group company, for INR250 crores (US$39.3m). Anuttam Developers is engaged in the construction-development business and is operating the Koregaon Park Plaza Mall in Pune, Maharashtra. Prior to the sale, Anuttam Developers issued listed non-convertible debentures to Goldman Sachs. Partner Vivek K Chandy led the transaction. The Nitesh Group was advised by the Bangalore office of Cyril Amarchand Mangaldas. Goldman Sachs was advised by Davis Polk & Wardwell and AZB & Partners.

Khaitan & Co has advised GTI Capital Delta Private Ltd in respect of a further fund-raising round, along with NEA FVCI Ltd, where GTI and NEA FVCI subscribed to an additional 2.68 percent and 1.2 percent, respectively, of Air Works India (Engineering) Private Ltd on a fully-diluted basis. GTI Capital provides companies and investors access to the right partners, decision-making confidence, effective execution and investment capabilities. Partner Joyjyoti Misra led the transaction.

Khaitan & Co has also acted as Indian counsel for SunEdison in respect of the acquisition of 102 MW of operating wind power plants in India from Spain-based Fersa Energías Renovables SA. SunEdison is a global solar energy company headquartered in the US. Partner Amitabh Sharma and associate partner Dibyanshu, supported by partner Avaantika Kakkar, led the transaction.

Latham & Watkins has represented Axis Capital and Citigroup Global Markets as book-running lead managers in respect of the approximately US$94 million IPO of UFO Moviez Ltd, India’s leading digital cinema distribution network and in-cinema advertising platform, on the Bombay Stock Exchange and the National Stock Exchange of India. Singapore partner Rajiv Gupta, supported by New York partners Jiyeon Lee-Lim and William Lu, led the transaction.

Latham & Watkins is also representing Avago Technologies Ltd in respect of its definitiive agreement with Broadcom Corp under which Avago will acquire Broadcom in a cash and stock transaction that values the combined company at US$77 billion in enterprise value. Under the terms of the definitive agreement, Avago will acquire Broadcom for US$17 billion in cash and the economic equivalent of approximately 140 million Avago ordinary shares, valued at US$20 billion as of 27 May 2015, resulting in Broadcom shareholders owning approximately 32 percent of the combined company. Based on Avago’s closing share price as of 27 May 2015, the implied value of the total transaction consideration for Broadcom is US$37 billion. Upon completion of the acquisition, the combined company will have the most diversified communications platform in the semiconductor industry, with combined annual revenues of approximately US$15 billion. Closing of the transaction, the largest semiconductor acquisition in history, is expected by the end of the first quarter of 2016, subject to regulatory approvals in various jurisdictions, as well as the approval of Avago’s and Broadcom’s shareholders. Silicon Valley corporate partners Christopher “Kit” Kaufman, Anthony Richmond and Luke Bergstrom, assisted by partners Anthony Klein, James Metz, William McGlone, David Raab, Michelle Kelban, Karl Karg, Jennifer Van Driesen and Manu Gayatrinath, are leading the transaction which was announced on 28 May 2015.

Maples and Calder has acted as Cayman Islands counsel to Baozun Inc in respect of its IPO of 11 million American depositary shares (ADSs), each ADS representing three Class A ordinary shares of the company, which closed on 27 May 2015. The ADSs were priced at US$10 each and the offering raised approximately US$110 million. The ADSs were listed on the NASDAQ. Baozun is a leading brand e-commerce solutions provider in China, covering IT solutions, store operations, digital marketing, customer services, warehousing and fulfilment. Partner Greg Knowles led the transaction whilst Latham & Watkins acted as US counsel. Morgan Stanley, Credit Suisse and Bank of America Merrill Lynch, the joint underwriters for the IPO, were advised by Simpson Thacher & Bartlett, led by partner Leiming Chen.

Mayer Brown JSM has advised Trade and Development Bank of Mongolia (TDB) in respect of the update and the issuance of US$500 million 9.375 percent notes due 2020 under its Global Medium Term Note Programme established in 2014 guaranteed by the Ministry of Finance on behalf of the Government of Mongolia. This is the first time that TDB has accessed investors in the US. Deutsche Bank, ING and BofA Merrill Lynch acted as the joint book-runners and lead managers for the issuance. Partner Jason T Elder, supported by Banking & Finance partners Stephen Walsh, James Taylor and Trevor Wood in London and Tax Transactions & Consulting partner Jason Bazar, led the transaction.

Norton Rose Fulbright has advised Bahrain Mumtalakat Holding Company, the investment arm of the Kingdom of Bahrain, in respect of the appointment of Kuoni Destination Management Specialists in connection with the creation of the Kingdom of Bahrain’s first destination management company to be known as atBahrain. The appointment, which was announced at the Arabian Travel Market 2015, is part of the growing interest in the tourism and leisure sector in the Kingdom of Bahrain and reflects the Government’s commitment to promote the Kingdom of Bahrain as a tourism hub in the Gulf. Partner Nick Clayson led the transaction.

Rajah & Tann Singapore has advised Capital Diamond Star Group (CDSG) in respect of its food manufacturing and distribution joint venture with Mitsubishi Corp, under which CDSG’s existing food manufacturing and distribution businesses were injected into the joint venture with Mitsubishi Corp. The JV is expected to grow the market leading position and share in the food and fast-moving consumer goods sector in Myanmar enjoyed by the CDSG brand, including in the sectors of agricultural commodity trading, fertilizer, agro-chemical distribution and food processing, manufacturing and retail businesses, including by way of an expected US$200 million investment over the next three years in the predecessor business operations and in new business lines to be developed within Myanmar. Corporate partners Suyin Tan and co-head of Myanmar practice Chester Toh led the transaction.

Shardul Amarchand Mangaldas & Co has advised Zuari Fertilisers & Chemicals Ltd and Zuari Agro Chemicals Ltd in respect of the acquisition of a 53.03 percent majority stake in Mangalore Chemicals & Fertilizers Ltd (MCFL) over a period of one year by way of two rounds of open offers to MCFL public shareholders. The transaction commenced in May 2014 with Zuari entering into an agreement with the UB Group and announcing its intention to launch a competing offer in response to Deepak Fertiliser’s hostile open offer. Prior to the launch of the competing offer, Zuari was the third largest shareholder, after Deepak Fertilisers and UB Group, in MCFL, holding 16.43 percent. Upon completion of the competing offer in October 2014, Zuari became the co-promoter of MCFL. Subsequently, in December 2014, Zuari announced a second open offer for 36.56 percent of the share capital of MCFL. Post completion of the second offer in May 2015, Zuari’s holding in MCFL increased to 53.03 percent, making MCFL an indirect subsidiary of the listed Zuari Agro Chemicals Ltd. Executive Chairman Shardul Shroff and partner Kalpataru Tripathy, supported by partner Shweta Shroff Chopra, led the transaction which was valued at approximately INR410 crores (US$64.4m) and closed on 18 May 2015.

Shardul Amarchand Mangaldas & Co has also acted as issue counsel in respect of PNC Infratech Ltd’s IPO of approximately 12.9 million equity shares, including a fresh issue of 11.5 million equity shares by PNC Infratech and an offer for sale of approximately 1.4 million equity shares by Nylim Jacob Ballas India (FVCI) III LLC for cash at a price of INR378 (US$5.94) per equity share aggregating to approximately INR4.9 billion (US$77m). The issue opened on 8 May 2015, with anchor investors bidding date being 7 May 2015, and closed on May 12, 2015. ICICI Securities Ltd and IDFC Securities Ltd acted as the book-running lead managers. Partner Prashant Gupta led the transaction. Nylim Jacob Ballas India (FVCI) III LLC was advised by S&R Associates.

Sullivan & Cromwell is representing The Priceline Group Inc (US) in respect of its additional US$250 million investment in Ctrip.com International Ltd. (China). The investment will be made via a convertible bond. Ctrip has granted permission to The Priceline Group to increase its ownership in Ctrip through the acquisition of Ctrip’s American depositary shares in the open market so that, when combined with the shares issuable upon conversion of the new bond and the US$500 million convertible bond issued to The Priceline Group in August 2014, The Priceline Group may hold up to 15 percent of Ctrip’s outstanding shares. Ctrip.com is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China. New York corporate partner Brian E Hamilton is leading the transaction which was announced on 26 May 2015.

Zaid Ibrahim & Co, a member of ZICOlaw, has acted as Malaysian counsel for the joint lead arrangers and managers in respect of the Government of Malaysia’s first international sharia compliant offering since 2011. The dual tranche Reg S/ 144A US$1.5 billion offering was the first Islamic finance deal in the world to use transportation rights as part of the pool of underlying assets. The 30-year tranche was the Malaysian Government’s inaugural issuance and the longest tenured sukuk ever by a sovereign. HSBC, CIMB Investment Bank Berhad and Standard Chartered Bank are the joint lead managers. Although oversubscribed, the deal was well-distributed among the various investors in Asia, Europe, the Middle East and the US, bringing an aggregate interest of over US$9 billion from a combined investor base of over 450 accounts in orders. This has made the sukuk issuance one of the most prominent sales of bonds in Asia and it has also set a landmark pricing level for other sovereigns. The 10-year tranche was oversubscribed by almost seven times and the 30-year tranche oversubscribed by approximately six times. The sukuk, issued via a special purpose entity, Malaysian Sovereign Sukuk Berhad, employs a structure utilising Shariah-compliant commodities, leasable assets and non-pyhsical income-generating assets. Kuala Lumpur partner Lilian Liew led the transaction whilst Clifford Chance, led by Dubai partner Qudeer Latif and Hong Kong partner Crawford Brickley, advised as to English law and US federal securities laws. The Government of Malaysia was represented by Linklaters, led by Singapore partner Kevin Wong and Hong Kong partner Pam Shores, as the international legal counsel and Adnan, Sundra & Low as Malaysian counsel.

Deals – May 27, 2015

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AZB & Partners has advised International Finance Corp (IFC), an existing shareholder of Bandhan Financial Services Ltd (BFSL), in respect of its acquisition of an additional stake in BFSL and acquisition of equity stake in Bandhan Bank, which is currently awaiting final approval from the Reserve Bank of India (RBI) to commence banking operations. BFSL is the largest microfinance institution in India. IFC’s investment in BFSL is to support the transformation of BFSL to become a universal bank focused on low income households. IFC’s acquisition of equity stake in BFSL was completed on 8 May 2015 whilst the acquisition of equity stake in Bandhan Bank is yet to be completed, subject to final approval from RBI for commencement of banking operations. Partners Gautam Saha and Amrita Patnaik led the transaction which was valued at an aggregate amount of up to INR5.8 billion (US$90.8m) in both entities.

Clayton Utz is advising the founders of Force Equipment in respect of the sale of the mining services company to Bankstown Group, an entity owned by Singapore-based entrepreneur George Ye. Perth corporate partner Matthew Johnson is leading the transaction.

Clifford Chance has advised Gateway Lifestyle in respect of its A$500 million (US$389.3m) IPO. Gateway Lifestyle is expected to be admitted to the ASX with an official listing on 11 June 2015. The IPO is underwritten and managed by Macquarie and UBS. Gateway Lifestyle is a market leader in the manufactured home estate (MHE) market and is one of Australia’s largest MHE operators, providing affordable living solutions to thousands of senior Australians. . Since 2009, its portfolio has grown to 36 MHEs. The offer involved a restructure of the 36 MHEs into an integrated real estate ownership and management platform in one listed stapled entity. Partner Lance Sacks, assisted by partner Richard Graham, led the transaction.

Clifford Chance has also advised a group of 13 banks as joint placement managers in respect of the international aspects of Malakoff Corp Berhad’s US$769 million IPO and listing on Bursa Malaysia Securities Berhad. Malakoff Corp Berhad is an independent power producer in Malaysia and throughout Asia. The shares were offered globally, including in the US, pursuant to Regulation S and Rule144A. The deal priced at RM1.80 (US$0.496) per share. The transaction manager for the banks was Maybank Investment Bank Berhad whilst the joint global coordinators were Maybank, CIMB Investment Bank Berhad, Credit Suisse (Singapore) Ltd, JPMorgan Securities (Malaysia) Sdn Bhd and JP Morgan Securities plc. The joint book-runners were Deutsche Bank AG Hong Kong Branch, Merrill Lynch (Singapore) Pte Ltd, Morgan Stanley & Co International plc, Nomura International (Hong Kong) Ltd, the Hongkong and Shanghai Banking Corp Ltd Singapore Branch and Hong Leong Investment Bank Berhad. The co-lead managers were CLSA Singapore Pte Ltd and Macquarie Capital (Singapore) PTE Ltd. Partner Johannes Juette led the transaction. Adnan Sundra & Low acted as Malaysian counsel to the underwriters.

Clyde & Co has advised RAK Hospitality Holding (RAKHH), an asset owner and manager of a diverse portfolio of government-owned hotels, hospitality and leisure assets in Ras Al Khaimah, in respect of an AED880 million (US$239.6m) debt transaction which will be used as acquisition finance to partially fund the purchase of two hotels, Rixos Bab Al Bahr Hotel and the Banyan Tree Al Wadi Hotel. The facility will also be used by RAKHH for the refurbishment of the Hilton and Hilton Resort & Spa in Ras Al Khaimah, as well as consolidating and refinancing existing debt. RAKHH is focused on raising the profile of Ras Al Khaimah as a tourist destination through owning and managing a significant portfolio of hotels, hospitality and leisure assets in Ras Al Khaimah. Mashreq was the underwriter, mandated lead arranger and book-runner for the eight-year loan facility with Arab Bank as the mandated arranger. Partners Adrian Low (Finance) and Barton Hoggard (Corporate) led the transaction.

Deacons has advised CSOP Asset Management in respect of the listing of the CSOP SZSE ChiNext ETF, the first renminbi qualified foreign institutional investor (RQFII) exchange-traded fund that tracks the ChiNext Index. The ChiNext Index is designed to represent the performance of the top 100 A-Share companies listed on the ChiNext board of the Shenzhen Stock Exchange. The fund listed on the HKSE on 15 May 2015. Partner Su Cheen Chuah led the transaction.

Hogan Lovells is representing TWG Tea Company Pte in respect of securing a significant victory in the Hong Kong Court of Final Appeal in the case of Tsit Wing (Hong Kong) Company Limited v TWG Tea Company Pte (FAMV 6/2015) in which the Appeal Committee granted TWG Tea leave to appeal two adverse decisions of the Court of First Instance and the Court of Appeal. In 2006, Tsit Wing registered two device marks containing the letters “TWG” for goods, including coffee and tea. TWG Tea adopted its name in 2008 and operates tea shops around the world. Its first tea shop opened in Hong Kong in December 2011 under signs also containing the letters “TWG”. Tsit Wing alleges that TWG Tea’s use of its signs infringe the registered trademarks and constitutes passing off. Tsit Wing was successful at first instance and on appeal. On 20 May 2015, the Court of Final Appeal granted TWG Tea leave to appeal the two adverse decisions. The case will clarify the state of trade mark law in Hong Kong and involves issues which should clarify and simplify the application of the law. The case is set for a full hearing before the full Court of Final Appeal in January 2016. Hong Kong IP partner Henry Wheare is leading the team advising TWG Tea. Deacons is representing Tsit Wing.

Howse Williams Bowers has acted as Hong Kong counsel for Haitong International Securities as the placing agent in respect of the HK$167 million (US$21.5m) top up placing of shares and the HK$240 million (US$31m) placing of convertible notes of Up Energy Development Group Ltd. Up Energy Development is engaged in the coking coal business in Xinjiang Uygur Autonomous Regions in China and is principally engaged in mining of coking coal, production and sales of raw coking coal, clean coking coal, coking and chemical products. Corporate partner Brian Ho led the transaction.

J Sagar Associates has advised NextGen PMS Private Ltd in respect of an angel investment into NextGen by the group Mumbai Angels Network and other HNIs. NextGen is India’s leading CSR & Sustainability Management company with Fortune 500 clients in 16 different sectors across six countries. It assists companies in managing their sustainability needs, from strategy development to on-ground implementation to reporting and audit across the value chain. Partners Sajai Singh and Probir Roy Chowdhury led the transaction.

J Sagar Associates has also advised NIIT Technologies Ltd in respect of its strategic investment in Incessant Technologies Private Ltd by way of an acquisition of 51 percent stake through primary and secondary acquisition. Partner Lalit Kumar led the transaction. Incessant and its promoters were advised by DSK Legal.

Khaitan & Co has advised Clarice Technologies Private Ltd and its promoters in respect of the 100 percent acquisition of Clarice by Globant SA, a leading Argentine software and IT services company. Clarice provides software development, product engineering and user experience services to various Indian and offshore clients. Partner Rajiv Khaitan and associate partner Vinay Joy led the transaction which was completed on 14 May 2015. AZB & Partners, led by partner Anind Thomas, advised Globant SA.

Khaitan & Co has also acted as Indian counsel for UK-based private equity and venture capital firm Apax Partners LLC in respect of the sale of controlling stake by IGATE Corp to Capgemini for approximately US$4.04 billion. Partners Haigreve Khaitan and Aakash Choubey, assisted by partner Avaantika Kakkar, led the transaction.

King & Wood Mallesons has acted as PRC and international counsel for China General Nuclear Power Corp (CGN) in respect of its offering of US$600 million 4 percent guaranteed bonds due 2025, in accordance with Regulation S under the US Securities Act of 1933. The bonds are issued by CGNPC International Ltd, a wholly-owned subsidiary of CGN, and are unconditionally guaranteed by CGN. CGN is principally engaged in the generation and sale of power, construction, operation and management of nuclear and renewable power plants and projects. It is one of three enterprises authorised by the PRC government to have a controlling interest in nuclear power projects in the PRC. It is also PRC’s only nuclear power-focused large-scale clean energy corporation that is directly supervised by the State-owned Assets Supervision and Administration Commission of the State Council of China. Hong Kong partners Hao Zhou and Richard Mazzochi and Shenzhen partners Yujia Pan and Qingsong Lin led the transaction.

Norton Rose Fulbright has advised China Taiping Insurance Holdings Company Ltd in respect of a US$1.74 billion private placement of shares. China Taiping is a large state-owned financial institution and is listed on the main board of the HKSE. The top-up placing and subscription of 486 million shares, at the placing price of HK$27.74 (US$3.51) per share, raised approximately HK$13.48 billion (US$1.74b) before expenses. The money raised will be used to grow the company’s current insurance businesses, as well as to potentially make new investments. This is the largest insurance sector placement in 2015 YTD across Asia (excluding Japan) and the second largest share placement in Hong Kong in 2015 YTD. The mandate involved a placing, underwriting and subscription agreement entered into between China Taiping, China Taiping Insurance Group (HK) Company Ltd (TPG HK), The Hongkong and Shanghai Banking Corp Ltd, Citigroup Global Markets Asia Ltd, UBS AG Hong Kong Branch and CCB International Capital Ltd as the placing agents and China International Capital Corp Hong Kong Securities Ltd and CMB International Capital Ltd as the co-placing agents for the placing of the existing shares owned by TPG HK and the issuance of new shares (equivalent to the number of the placing shares) by China Taiping to TPG HK at the placing price. China Taiping is a renowned insurer whose principal businesses, carried out through its subsidiaries, include underwriting of direct life insurance business in China, direct property and casualty insurance business in China, Hong Kong and overseas, pension and group life business, and all classes of global reinsurance business. Hong Kong partners Psyche Tai and Allan Yee led the transaction. Clifford Chance advised the placing agents.

Shearman & Sterling has represented Mongolian state-owned company Erdenes Oyu Tolgoi LLC in respect of its complex negotiations with Rio Tinto regarding the Oyu Tolgoi mining project, one of the world’s largest copper-gold mines located in the South Gobi region of Mongolia. It is being developed as a joint venture between the Government of Mongolia with 34 percent ownership and Rio Tinto’s Turquoise Hill Resources division with 66 percent. Approximately US$6 billion has already been invested into the project. On 18 May 2015, the Prime Minister signed the agreement with Erdenes Oyu Tolgoi LLC, Turquoise Hill Resources and Rio Tinto to clear the way for the development of the underground mine at Oyu Tolgoi. The deal is expected to have a significant positive impact on Mongolia’s economic prospects, as it will clear away a major concern for international investors. The project comprises an open pit mine which has been operational since 2013 and an underground mine to be developed. Once fully operational, it is expected to account for approximately 40 percent of Mongolia’s gross domestic product. Partners Matthew Bersani (Hong Kong-Capital Markets) and Andrew Ruff (Hong Kong/ Shanghai-Project Development & Finance) led the transaction.

Simpson Thacher is representing NYSE-listed China Ming Yang Wind Power Group Ltd (Ming Yang) in respect of its definitive agreements to acquire 100 percent of the issued and outstanding share capital of China Smart Electric Group Ltd (China Smart) from a group of sellers in exchange for a combination of cash and newly issued shares in Ming Yang totaling approximately US$149 million in value. Through its subsidiaries, China Smart manufactures electrical system equipment for wind turbine generators. Ming Yang is a leading wind energy solution provider in China. Hong Kong corporate partner Leiming Chen led the transaction.

Skadden is representing Nasdaq-listed JD.com Inc, the largest online direct sales company in China, in respect of an agreement with HKSE-listed Kingdee International Software Group Company Ltd under which JD.com will invest HK$1.3 billion (US$167.7m) in cash for an approximately 10 percent stake in Kingdee. In addition, Kingdee and JD.com plan to enter a strategic partnership under which they will collaborate on providing small and medium-sized enterprises with integrated enterprise resource planning (ERP) solutions through a cloud service. Kingdee provides software products and cloud services for over four million corporates, hospitals and government organizations and for over fifty million users worldwide. Kingdee was named as the leader in the SME ERP market in China for the tenth consecutive year. Hong Kong partners Julie Gao and John Adebiyi are leading the transaction which was announced on 18 May 2015.

Skadden is also representing Banco BBM SA in respect of its sale of a majority interest in Banco BBM to Bank of Communications Co Ltd (BoCom). Partners Paul Schnell, Gregory Miao, Daniel Dusek and Filipe Areno are leading the transaction. Brazilian firm Barbosa Mussnich & Aragao, led by founder and senior partner Fransisco Mussnich and partner Camila Goldberg, is also advising on the transaction.

Vaish Associates Advocates has advised Multiples Private Equity Fund in respect of its investment, together with other existing investors led by Internet Fund III Pte Ltd (Tiger), Nexus Fund and Times Internet, in a Series D Investment in Indian logistics company SSN Logistics Private Ltd, which owns the Gurgaon-based brand Delhivery. Partner Bomi F Daruwala led the transaction which raised US$85 million and closed on 7 May 2015. Samvad Partners represented SSN Logistics and its promoters. Nishith Desai Associates, J Sagar Associates and Sand Hill Counsel represented Tiger, Nexus and Times Internet, respectively.

Weerawong C&P has advised Global Power Synergy Co (GPSC), a power generation unit of the PTT Group, in respect of its IPO. GPSC will raise more than β10.11 billion (US$299.6m) on the sale of 375.57 million shares, providing GPSC with a market capitalization of β40.45 billion (US$1.2b). Through domestic and overseas expansion, GPSC plans to boost electricity generating capacity from 1,800 to 6,000 megawatts by 2025. Major shareholders include PTT, PTT Global Chemical and Thai Oil. KT ZMICO, Finansa, and Tisco Securities were the lead underwriters. Trading commenced on 18 May 2015. Executive partner Peangpanor Boonklum led the transaction.

Wong & Partners and Baker & McKenzie.Wong & Leow, member firms of Baker & McKenzie in Malaysia and Singapore, respectively, have acted for AmInvestment Bank Berhad (AmInvest) in respect of the sale by AmInvest’s Singapore subsidiary, AmFraser International Pte Ltd (AIPL) of AIPL’s entire equity interest in AmFraser Securities Pte Ltd to Taiwan-based KGI Asia (Holdings) Pte Ltd. Kuala Lumpur partners Andre Gan and Ee Von Teo led the transaction.

Wong & Partners and Hadiputranto, Hadinoto & Partners, member firms of Baker & McKenzie in Malaysia and Indonesia, respectively, have advised AmInvestment Group Berhad in respect of the sale, through its wholly-owned subsidiary AmSecurities Holding Sdn Bhd and AmInternational (L) Ltd, of its 99 percent stake in PT AmCapital Indonesia to Yuanta Securities (Hong Kong) Company Ltd. Kuala Lumpur partners Andre Gan and Ee Von Teo, supported by Jakarta partner Iqbal Darmawan, also led the transaction.

WongPartnership has acted for United Envirotech Ltd in respect of its offering and issue of S$225 million (US$167m) in aggregate nominal amount of 4.7 percent fixed rate notes due 2018 under its US$500 million medium term note programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership is also acting for Singapore Post Ltd in respect of the disposal made by its wholly-owned subsidiary DataPost Pte Ltd of the entire issued and paid-up share capital of both Novation Solutions Ltd and DataPost (HK) Pte Ltd. Partners Andrew Ang and Tan Sue-Lynn are leading the transaction.

Deals – May 20, 2015

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Allen & Gledhill has advised Credit Suisse (Singapore) Ltd and DBS Bank Ltd as arrangers and dealers; Deutsche Bank AG Singapore Branch as principal paying agent, CDP registrar and CDP transfer agent; Deutsche Bank AG Hong Kong Branch as non-CDP paying agent and non-CDP transfer agent; Deutsche Bank Luxembourg SA as non-CDP registrar; and DB International Trust (Singapore) Ltd as trustee for holders of the securities, in respect of the S$500 million (US$375.5m) multicurrency debt issuance by Mermaid Maritime Public Company Ltd. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd and United Overseas Bank Ltd as arrangers; Deutsche Bank AG Singapore Branch as principal paying agent, CDP registrar and CDB transfer agent; Deutsche Bank AG Hong Kong Branch as non-CDP paying agent and non-CDP transfer agent; Deutsche Bank Luxembourg SA as non-CDP registrar; and DB International Trust (Singapore) Ltd as trustee for holders of the securities, in respect of the S$500 million (US$375.5m) multicurrency debt issuance by Amara Holdings Ltd. Partners Margaret Chin, Sunit Chhabra and Daselin Ang also led the transaction.

Allens has acted for Magellan Flagship Fund Ltd (MFF) in respect of its A$128 million (US$102m) capital raising. MFF raised the capital via a pro-rata renounceable entitlement issue of new fully paid ordinary shares to its shareholders on a 1-for-4 basis at an issue price of A$1.60 (US$1.28) per share. Shares were allotted to eligible shareholders on 13 May 2015 whilst normal trading of the new shares commenced on 14 May 2015. Partner and co-head of the Equity Capital Markets practice Julian Donnan led the transaction.

Appleby has acted as Cayman counsel to Nippon Paper Industries Company Ltd in respect of the sale of shares in Lee & Man Paper Manufacturing Ltd by a subsidiary of Nippon Paper. The shares were sold to Lee & Man Paper Chairman Lee Man Chun Raymond and CEO Lee Man Bun for a total consideration of HK$1.27 billion (US$163.8m). With an 8.62 percent stake in Lee & Man Paper, Nippon Paper remains a shareholder of the company. In connection with the reduction of Nippon Paper’s stake in Lee & Man Paper, a shareholders agreement entered into in June 2010 between Nippon Paper and Gold Best, a wholly-owned subsidiary of Lee & Man Paper, has been terminated, together with any formal business collaboration agreements involving Lee & Man Paper. Nippon Paper Group is one of the largest pulp and paper manufacturers in Japan with a diverse range of products. Hong Kong corporate partner Judy Lee led the transaction whilst Linklaters acted as onshore adviser.

AZB & Partners has advised Kohlberg Kravis Roberts & Co LP affiliate Zend Mauritius VC Investments Ltd in respect of its acquisition, together with LeapFrog Investments and Indium V, an investment vehicle advised by India Value Fund Advisors, of a stake in Magma Fincorp Ltd. The aggregate deal value is INR5 billion (US$78.5m) which includes INR800 million (US$12.5m) invested by Zend Mauritius. Partners Ashwin Ramanathan and Vaidhyanadhan Iyer led the transaction which was completed on 8 May 2015.

AZB & Partners has also advised Kallidus Inc and Skava Systems Private Ltd, a leading provider of digital experience solutions for the retail industry, in respect of the acquisition of 100 of their shares by Infosys Ltd for approximately INR7.2 billion (US$113m). Partner Srinath Dasari led the transaction which was signed on 24 April 2015 and is yet to be completed.

Baker & McKenzie has advised Yuexiu Transport Infrastructure Ltd in respect of the establishment of a guaranteed US$1 billion medium term note programme, through which its wholly-owned special purpose vehicle, Famous Kind International Ltd, will issue debt securities. Under the programme, a debut €200 million (US$223.7m) 1.625 percent guaranteed notes due 2018 was issued on 7 May 2015. The programme is listed on the HKSE while the notes are listed on the Irish Stock Exchange. Bank of China Ltd, Bank of China (Hong Kong), BOC International, HSBC, Nomura and a large bulge bracket investment bank acted as the arrangers of the programme and, together with Yue Xiu Securities Company Ltd, as the dealers on the initial draw down of notes. Hong Kong partner Dorothea Koo led the transaction.

Clayton Utz has advised Macquarie Capital (Australia) Ltd in respect of GUD Holdings Ltd’s A$79.3 million (US$63.3m) placement to sophisticated and institutional investors. Macquarie Capital acted as sole manager and underwriter for the placement. The placement was part of a broader capital raising, which included a non-underwritten share purchase plan to eligible GUD Holdings shareholders. Proceeds from the capital raising will be used to fund the acquisition of Brown & Watson International Pty Ltd, which was announced to the ASX on 12 May 2015. Corporate partner Brendan Groves led the transaction which was announced to the ASX on 12 May 2015.

Clifford Chance has advised COFCO, the largest grain, oilseeds and foodstuff company in China, in respect of the subscription of 19.9 percent stake in COFCO International Holdings Ltd by China Investment Corp (CIC). COFCO International Holdings controls COFCO’s investment holding in global agribusiness and trading companies Noble Agri and Nidera. Last year, the firm advised COFCO on the concurrent acquisitions of 51percent of Noble Agri for US$1.5 billion and of 51percent of Nidera for US$1.3 billion. The acquisitions helped COFCO transform into an integrated global agri-food company by giving it an international platform to source agricultural commodities from overseas. As part of last year’s acquisitions, COFCO established a consortium called COFCO International Ltd, which included HOPU, Temasek, IFC and Standard Chartered Private Equity as investors to complete the acquisitions of Noble Agri and Nidera. Beijing corporate partner Terence Foo led the transaction.

Deacons has represented Wing Tat Development Ltd in respect of the acquisition of the entire share interest in Lead Wealthy Investments (Singapore) Pte Ltd and Jolly Success Holdings Ltd for RMB632.5 million (US$102m). The vendor is a joint venture that is 70 percent indirectly-owned by SOCAM Development Ltd and a subsidiary of SOCAM. The main investment relates to the Four Seasons Hotel Pudong in Shanghai and unsold branded units with a total gross floor area of approximately 13,673 sq.m alongside 131 unsold car parking spaces in the Shanghai Four Seasons Place. In addition to the consideration for the shares, Wing Tat will also arrange to effect the repayment of various loans owed by the target to the related entities of the vendor. Wing Tat will also be prepared to take up certain existing bank loans owed by the target. Partners Myles Seto and Iris Cheng led the transaction.

Dhir & Dhir Associates has advised Indian Renewable Energy Development Agency Ltd, India Infrastructure Finance Company Ltd and State Bank of Hyderabad in respect of their INR1.78 billion (US$28m) financial assistance to Devi Energies Private Ltd to partially finance the 24 MW (3×8000 KW) small hydro project being set up at Dikshi Village, Rupa in West Kameng District, Arunachal Pradesh. Associate partner Girish Rawat led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has assisted PT Bank UOB Indonesia (UOBI) in respect of the issuance of bonds listed on the Indonesia Stock Exchange. The bonds issued were for IDR1.5 trillion (US$114.5m) with a maturity period of 370 days for up to five years from the issuance date and with fixed interest ranging from 8.6 percent to 9.6 percent per year. The funds raised will be used to increase UOBI’s productive assets, particularly in the form of loan disbursements. Partner Indah N Respati led the transaction.

Howse Williams Bowers has acted as Hong Kong counsel for Haitong International Securities and Huatai Financial as the placing agents in respect of the US$101 million share placement of Yuzhou Properties Company Ltd, a PRC property developer with projects and investment properties in Xiamen, Fuzhou, Shanghai, Hefei and Tianjin. Corporate partner Brian Ho led the transaction.

J Sagar Associates has advised Fidelity Growth Partners India in respect of its US$10 million investment in Toppr.com. SAIF Partners India and Helion Ventures were the existing investors who also participated in this fresh round of funding. Toppr.com is a Mumbai-based online test preparation start-up which provides a subject learning platform to middle and high school students preparing for IIT JEE or medical entrance exams. At present, Toppr.com has over 170,000 students on its platform. Partner Manvinder Singh led the transaction.

Khaitan & Co has advised M/s Kushalchand Sons (KS); M/s Rashmi Enterprises (RE) and M/s Aman International (AI) in respect of the slump sale of their food ingredients business to IMCD India Private Ltd. Partnership firms KS, RE and AI primarily import and distribute food ingredients that are used in personal care and food applications in India. Kushalchand, a family-owned company based in Mumbai since 1922, is a distributor of food specialty ingredients to the fast-growing processed food industry in India and represents world class suppliers. Partner Bhavik Narsana, assisted by Executive Directors Daksha Baxi and Dinesh Agrawal and associate partner Anshul Prakash, led the transaction.

Khaitan & Co has also advised Works Applications Co Ltd in respect of its primary and secondary investment for approximately 52.4 percent of the share capital of IVTL Infoview Technologies Private Ltd. Headquartered in Tokyo, Works Applications is an ERP system manufacturer which develops, sells and supports package systems. Associate partner Vineet Shingal led the transaction.

King & Wood Mallesons has advised an international consortium composed of China Travel Financial Holdings Co Ltd (CTS), Pepper Australia Pty Ltd and York Capital Management Global Advisors LLC in respect of their acquisition of PrimeCredit Ltd and Shenzhen PrimeCredit Ltd (together PrimeCredit) from Standard Chartered Bank, and the simultaneous reorganisation and financing of those entities. PrimeCredit is a leading consumer finance provider in Hong Kong which focuses on origination of personal loans and credit cards and has a large customer base in southern China with an important hub in Shenzhen. It has US$1.15 billion assets under management. The deal included the first-ever deregulation of a Hong Kong DTC into a money lender, a global consortium structure, a substantial mortgage book sale to The Bank of East Asia Ltd and a series of consumer receivable securitisations. Partner Anne-Marie Neagle, with partner Richard Mazzochi, led the transaction.

Kirkland & Ellis has advised HKSE-listed China Traditional Chinese Medicine Co Ltd in respect of its issuance of new shares to its controlling shareholder Sinopharm and two executive directors, and its share placement to 26 professional and institutional investors, including GIC, for a total of HK$8.2 billion (US$1.05 billion). The share placement was initially announced on the HKSE on 30 March 2015 and has been completed in the second week of May 2015. Hong Kong corporate partners Frank Sun, Joey Chau and David Yun led the transaction.

Kirkland & Ellis is also acting for China Traditional Chinese Medicine in respect of its HK$11.2 billion (US$1.44b) acquisition of an 87.3 percent stake in Jiangyin Tianjiang Pharmaceutical Co Ltd, the largest manufacturer of concentrated traditional Chinese medicine granules in China, from eight sellers which include, among others, Shanghai Jiahua United Co Ltd and Guangdong Keda Clean Energy Co Ltd, two Shanghai-listed CICC-affiliated funds. The deal, first announced on 27 January 2015, constituted a very substantial acquisition of China Traditional Chinese Medicine for the purpose of Hong Kong Listing Rules and is subject to shareholders’ approval.

Latham & Watkins has advised the joint global coordinators and joint book-runners in respect of oil giant CNOOC Ltd’s recent multi-billion dollar notes offering. The firm advised BOC International, Citigroup, Credit Suisse, Goldman Sachs (Asia) LLC, BofA Merrill Lynch, CICC HK Securities, ICBC International, JP Morgan, Morgan Stanley, Société Générale Corporate & Investment Banking and Standard Chartered Bank in the SEC-registered offering of guaranteed notes by CNOOC’s two wholly-owned subsidiaries. CNOOC Finance (2015) Australia Pty Ltd issued US$1.5 billion 2.625 percent guaranteed notes due 2020 and US$300 million 4.2 percent guaranteed notes due 2045, whilst CNOOC Finance (2015) USA LLC issued US$2 billion 3.5 percent guaranteed notes due 2025, for a combined aggregate principal amount of US$3.8 billion. The notes were listed on the HKSE. Listed on the New York, Hong Kong and Toronto stock exchanges, CNOOC is an upstream company specialising in the exploration, development and production of oil and natural gas. Hong Kong partners Ji Liu, Eugene Lee and David Blumental led the transaction.

Maples and Calder has acted as Cayman Islands counsel to LATAM Airlines Group SA, the leading airline group in Latin America, in respect of its private offering of two tranches of Enhanced Equipment Trust Certificates (EETCs) which priced on 14 May 2015. LATAM is the first airline in Latin America to issue EETCs. The private offering consists of Class A and Class B Certificates. Up to four Cayman Islands special purpose vehicles will participate in the transaction. The offering met with such popularity that it was immediately upsized to approximately US$1 billion. Funds raised will be utilised to finance the carrier’s upcoming 2015 and 2016 deliveries, comprised of eleven new Airbus A321-200 aircraft, two new Airbus A350-900 aircraft and four new Boeing 787-9 aircraft. Cayman Islands asset finance partner Wanda Ebanks led the transaction.

Shardul Amarchand Mangaldas & Co has advised Videocon d2h Ltd in respect of its investment agreement with US-listed special purpose acquisition company Silver Eagle Acquisition Corp. Under the agreement, Videocon issued to Silver Eagle stockholders American Depository Receipts, which are now listed and traded on the NASDAQ Global Market. Raising US$273.3 million net proceeds, Videocon became the largest Indian company by market capitalization listed on the NASDAQ as well as the first US-listed Indian DTH broadcasting service provider. The transaction was the first direct overseas listing of an unlisted Indian company to be undertaken in terms of the Ministry of Finance’s The Depository Receipts Scheme 2014 which took effect on 15 December 2014. This is also the first transaction involving investment in and acquisition of a minority stake in an Indian company by a special purpose acquisition company, resulting in the listing of the Indian company on an overseas stock exchange. Deutsche Bank Trust Company Americas acted as the depositary. Partners Prashant Gupta and Naval Chopra led the transaction which closed on 31 March 2015 whilst trading in ADRs on the NASDAQ commenced on 7 April 2015. Baker & McKenzie. Wong & Leow also advised Videocon. McDermott Will & Emery advised Silver Eagle and its financial adviser Deutsche Bank Securities Inc.

Shardul Amarchand Mangaldas & Co is also acting for Jubilant Industries Ltd (JIL) and its wholly-owned subsidiary Jubilant Agri and Consumer Products Ltd (JACPL) in respect of the slump sale of JACPL’s retail undertaking to Aditya Birla Retail Ltd (ABRL). BSE and NSE-listed JACPL operates hypermarket stores in Bangalore under the brand name “Total Superstore”. Partners Gunjan Shah and Naval Chopra are leading the transaction which is expected to close in three to four months, subject to approval from the Competition Commission of India and JIL shareholders. Cyril Amarchand Mangaldas, led by Nivedita Rao and Anand Jayachandran, is representing Aditya Birla Retail.

Shook Lin & Bok has acted for Concord Medical Services Holdings Ltd in respect of the acquisition of Fortis Surgical Hospital from Fortis Healthcare International Pte Ltd, a subsidiary of Fortis Healthcare Ltd, for S$55 million (US$41.3m) in cash. Partner Wong Gang led the transaction.

Skadden is representing Ning Hao and Xu Zheng, two of China’s top film directors responsible for several highest grossing domestic Chinese films of all time, in respect of their HK$680.6 million (US$87.8m) joint acquisition, with a third investor Dong Ping, by way of subscription for new shares of a controlling stake in HKSE-listed 21 Holdings Ltd. As part of the transaction, Ning and Hao have also entered into service agreements with 21 Holdings pursuant to which they have agreed to provide certain rights to their future films to 21 Holdings which will be renamed Huanxi Media Group Ltd upon completion of the transaction. Partners Julie Gao and Christopher Betts led the transaction which was announced on 13 May 2015. Dong Ping is represented by Weil, Gotshal & Manges.

Troutman Sanders has advised Creator Holdings Ltd in respect of its acquisition of shares and warrants of HKC (Holdings) Ltd from the US-based fund Cerberus and in its mandatory unconditional cash offers to acquire all the remaining shares and other securities of HKC, a major developer in the China real estate market. Hong Kong partner Rossana Chu led the transaction which closed on 7 May 2015.

Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has represented Generali Asia NV in respect of its RM355.8 million (US$57.3m) acquisition of 49 percent of the issued and paid-up share capital of Multi-Purpose Insurans Bhd (MPIB) from Multi-Purpose Capital Holdings Bhd, a wholly-owned subsidiary of MPHB Capital Berhad. The acquisition represents Generali’s maiden entrance into the Malaysian insurance industry, placing itself among the top ten property and casualty insurers in the country. The transaction also includes a call option exercisable in two years on an additional 21 percent stake of MPIB, which will enable Generali to increase its holding to 70 percent of MPIB’s capital. Partners Brian Chia, Sue Wan Wong and Ee Von Teo led the transaction.

WongPartnership is acting for JTC Corp in respect of the proposed merger with Temasek Holdings (Private) Ltd of four of their operating subsidiaries, namely Ascendas Pte Ltd, Jurong International Holdings Pte Ltd, Surbana International Consultants Holdings Pte Ltd and Singbridge Pte Ltd, into a combined integrated platform for sustainable urban development. The merged group’s aggregate value is approximately S$5 billion (US$3.76b), based on underlying entities. Joint managing partner Ng Wai King and partners Chan Sing Yee, Lau Kiat Wee, Ameera Ashraf and Jenny Tsin are leading the transaction.

WongPartnership has also acted for Ascendas Funds Management (S) Ltd, the manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of the surrender of lease of 26 Senoko Way, a two-storey building with a four-storey linked extension block within the Woodlands east industrial estate in Singapore, by HSBC Institutional Trust Services (Singapore) Ltd, as trustee of A-REIT, to Jurong Town Corp. Partners Dorothy Marie Ng and Bonnie Wong led the transaction.