Home Blog Page 45

Deals – February 25, 2015

0
Allen & Gledhill has advised The Hongkong and Shanghai Banking Corp Ltd as arranger, DB International Trust (Singapore) Ltd as trustee for holders of the notes, Deutsche Bank AG Singapore Branch as principal paying agent and Deutsche Bank AG Hong Kong Branch as non-CDP paying agent in respect of the establishment of a S$500 million (US$367m) multicurrency medium term note programme by International Healthway Corp Ltd (IHC). Under the programme, IHC issued S$50 million (US$36.7m) 6 percent notes due 2018. Partners Glenn Foo, Sunit Chhabra and Magdalene Leong led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd as arranger, The Bank of New York Mellon Singapore Branch as issuing and paying agent, CDP transfer agent and CDP registrar and trustee for holders of the notes, The Bank of New York Mellon London Branch as issuing and paying agent, non-CDP paying agent and calculation agent, and The Bank of New York Mellon (Luxembourg) SA as non-CDP transfer agent and non CDP-registrar in respect of the establishment of a S$200 million (US$146.9m) multicurrency medium term note programme by PT Ciputra Property Tbk. Partners Margaret Chin, Ong Kangxin, Sunit Chhabra and Magdalene Leong led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised IDFC Alternatives Ltd in respect of Sembcorp Utilities Pte Ltd’s acquisition of 60 percent of Green Infra Ltd, an IDFC Alternatives initiative and one of the few enterprises in the renewable energy sector which was seeded and funded by a PE fund. Partner Raghubir Menon led the transaction. AZB & Partners advised Sembcorp Utilities.

Appleby has acted as Cayman counsel for Jicheng Umbrella Holdings Ltd in respect of its listing on the Main Board of the HKSE on 13 February 2015, with gross proceeds of approximately HK$240 million (US$31m). Majority of the proceeds will be used to construct a new factory to enhance production capacity and to strengthen the technical expertise of the company. Jicheng manufactures and sells plastic and nylon umbrellas for export. Jicheng was the third largest umbrella and parasol manufacturer in the PRC in 2013 and the largest supplier of plastic umbrellas to Japan in 2013, both in terms of sales volume. Hong Kong corporate partner Judy Lee led the transaction whilst Hastings & Co advised as to Hong Kong law and Shu Jin Law Firm advised as to PRC law. Pang & Co, in association with Loeb & Loeb and Dacheng Law Offices, advised the sponsors and underwriters as to Hong Kong and PRC laws, respectively.

AZB & Partners has advised Reliance Industries Ltd in respect of its Rule 144A / Reg S offering of US$750 million 4.875 percent senior unsecured notes due 2045. Partners Shuva Mandal and Varoon Chandra led the transaction.

Baker & McKenzie has advised JP Morgan and Macquarie as joint lead managers in respect of ASX-listed Steadfast Group Ltd’s A$300 million (US$234.3m) placement and accelerated non-renounceable entitlement offer to fund the acquisition of two underwriting and two broking businesses from QBE Insurance Group. Partner Craig Andrade led the transaction.

Clifford Chance has advised BBL Asset Management Company Ltd (BBLAM) as the fund managers in respect of Thai telecommunications group Jasmine International PCL’s US$1.7 billion IPO of its internet infrastructure fund. A broadly-diversified investment management company, BBLAM is affiliated with the Bangkok Bank, Thailand’s largest commercial bank. Jasmine International is Thailand’s second-largest high-speed internet provider. Partner Crawford Brickley led the transaction.

Colin Ng & Partners has advised Alpha Alternative Advisors Pte Ltd (AAAPL) and Pacrise Investment Management Pte Ltd in respect of the grant of the Registered Fund Management Company (RFMC) status from the Monetary Authority of Singapore. An RFMC is permitted to undertake fund management operations in Singapore for up to 30 qualified investors with a cap on assets under management of S$250 million (US$183.7m). Pacrise is focused on managing fund of funds whilst AAAPL is focused on managing credit and special situations funds. Partner Bill Jamieson led the transaction.

Davis Polk is advising Sunac China Holdings Ltd in respect of a proposed acquisition of shares in Kaisa Group Holdings Ltd. Pursuant to the terms of the share purchase agreement, Sunac has conditionally agreed to acquire approximately 49.25 percent of the issue shares of Kaisa for approximately US$584 million. The acquisition is subject to a number of conditions precedent, including shareholders’ approval. The firm is also advising Sunac on its possible mandatory cash offer to the Kaisa shareholders of the remaining shares in Kaisa as a result of such acquisition and the related debt restructuring. Sunac and Kaisa are both listed on the HKSE and are principally engaged in property development in the PRC. Partners William F Barron, Paul Chow and Timothy Graulich are leading the transaction.

Davis Polk has also acted as English and US counsel for Tencent Holdings Ltd in respect of the Rule 144A and Regulation S offering of its US$1.1 billion 2.875 percent senior notes due 2020 and US$900 million 3.8 percent senior notes due 2025 under its US$5 billion global medium-term note program. Barclays Bank PLC, Goldman Sachs (Asia) LLC and another investment bank were the joint global coordinators for the takedown under the GMTN program. The firm also previously advised Tencent in connection with the establishment of the GMTN program, of which the underlying documents are governed by English law. Based in Shenzhen, Tencent is a leading integrated internet services company in China. Partners Eugene C Gregor and Paul Chow led the transaction whilst Maples and Calder and Jun He Law Offices advised as to Cayman Islands law and PRC law, respectively. The dealers and managers were advised by Latham & Watkins as to English and US laws and Global Law Office as to PRC law.

Dhir & Dhir Associates has advised the consortium of lenders, led by Indian Renewable Energy Development Agency Ltd, in respect of the approximately INR1.03 billion (US$16.6m) financial assistance to Deligentia Energy and Infrastructure Private Ltd for part financing the cost of implementing 25 MW solar photovoltaic grid-connected power project (crystalline technology) at Sutholi, Jawad, District Neemuch in Madhya Pradesh. Associate partner Girish Rawat led the transaction.

J Sagar Associates has advised Export-Import Bank of India in respect of the issuance of US$500 million 2.75 percent notes due 2020 under its US$6 billion medium term note programme. Barclays Bank PLC, Citigroup Global Markets Ltd and Standard Chartered Bank were the managers of the issue. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

Khaitan & Co has advised HPCL Mittal Energy Ltd in respect of the approximately US$740 million refinancing of its existing rupee debt from a syndicate of 24 banks led by the State Bank of India. HPCL-Mittal Energy is a joint venture between Hindustan Petroleum Corp Ltd (HPCL) and Mittal Energy Investment Pte Ltd Singapore, a Lakshmi N Mittal Group company. Associate partner Deepto Roy led the transaction.

Khaitan & Co has also represented PS Group Realty Ltd and Bengal Ambuja Housing Development Ltd before the Competition Commission of India (CCI) in respect of an investigation on the real estate development companies for anti-competitive agreements under the umbrella of real estate association CREDAI and abuse of dominant position. The CCI Director General (DG) reported that the real estate development companies acted under an agreement amongst themselves and imposed unfair terms on the buyers. The companies filed objections to the DG Report and argued the matter before the CCI. The CCI disagreed with the DG Report and stated that, in absence of evidence of any agreement amongst various real estate development companies, there cannot be a finding of infringement. Senior partner N G Khaitan and partner Manas Kumar Chaudhuri led the transaction.

King & Wood Mallesons has acted as international counsel to Qingdao City Construction Investment (Group) Ltd (QCCI) in respect of its debut US$800million bonds issue through an offshore SPV using several credit enhancement structures by QCCI, including a keepwell deed, a deed of equity interest purchase undertaking and a standby cross-border credit facility. The bonds comprise two tranches US$500million 4.75 percent bonds due 2020 and US$300million 5.95 percent bonds due 2025. QCCI is the investment and financing platform of the Qingdao government and plays an important role in implementing the municipalitys blueprint for urban planning and municipal construction. The deal is the first US$ bond issuance by the comprehensive investment and financing platform of a municipal government in China. Hong Kong partners Hao Zhou and Richard Mazzochi led the transaction.

Luthra and Luthra Law Offices has advised Bharat Mumbai Container Terminals Pvt Ltd (BMCTPL) and its parent company PSA International PTE Ltd in respect of the external commercial borrowing facility aggregating S$630 million (US$464.3m) availed from DBS Bank Ltd. The firm also advised BMCTPL on certain hedging facilities provided by DBS Bank. The proceeds will be utilized for developing Phase I of the fourth container terminal in Navi Mumbai under a 30 year concession from Jawaharlal Nehru Port Trust. Partners Aniket Sengupta and Piyush Mishra led the transaction.

Maples and Calder has acted as Cayman Islands counsel to NYSE-listed Alibaba Group Holding Ltd in respect of its US$590 million investment in Meizu Technology Corp Ltd, one of China’s leading smartphone manufacturers. As a result of the investment, Alibaba Group and Meizu will collaborate at both strategic and business levels to integrate Meizu’s hardware and Alibaba Group’s mobile operating system. Partner Greg Knowles led the transaction whilst Freshfields acted as Hong Kong counsel. Sidley Austin represented Meizu.

Norton Rose Fulbright has acted for AMP Capital in respect of its acquisition of the debt and equity interests in Sydney’s Royal North Shore public-private partnership (PPP) project. The transaction saw AMP Capital acquire a 100 percent interest in the Royal North Shore Hospital and Community Health Services PPP from the Royal Bank of Scotland (RBS). AMP Capital will own the asset until October 2036. The hospital, which was established in 1885 and is located approximately six kilometres from Sydney’s central business district, has about 750 beds and serves the four local government areas of Mosman, Willoughby, Lane Cove and North Sydney. Together with the transfer of the equity interests in the project, the transaction involved a simultaneous refinancing of all of the external debt provided to the project entities. The transaction also required a restructuring of a complex PPP structure, with three distinct businesses forming the project group as a whole. Partner Nigel Deed led the transaction. Minter Ellison advised AMP’s financiers whilst King & Wood Mallesons advised the Royal Bank of Scotland.

Simmons & Simmons has advised Samsung Asset Management (Hong Kong) Ltd in respect of its first exchange traded fund (ETF) listings in Hong Kong, the KODEX HSI Futures ETF and KODEX HSI Futures RMB FX ETF. Samsung is a pioneer of futures-based ETFs in Korea. These listings will be the first-ever futures-based ETFs to be listed in Hong Kong. The ETFs track the HSI Futures Index and HSI Futures RMB FX Index. In the case of the KODEX HSI Futures RMB FX ETF, the ETF is unique in that it delivers returns from two exposures: the HKD performance of HSI Futures as well as the currency return of RMB against HK$. These ETFs commenced trading on the HKSE on 12 February 2015. Partner Rolfe Hayden led the transaction.

Skadden has acted as international counsel to Didi Dache in respect of its strategic merger with Kuaidi Dache. The companies are two of China’s leading taxi-hailing mobile apps. The combined company is poised to become China’s largest local transportation mobile platform and one of the world’s leading local transportation mobile platforms, based on the size of user base. Didi Dache CEO Wei Cheng and Kuaidi Dache CEO Dexter Chuanwei will be co-CEOs of the combined company which will combine the technologies, products and talents of Kuaidi Dache and Didi Dache to create strong synergistic effects and provide better local transportation mobile services to Chinese people on the go. Corporate partners Julie Gao and Will Cai, supported by Los Angeles/Hong Kong corporate partner Michael Gisser and Palo Alto tax partner Sean Shimamoto, led the transaction which was announced on 14 February 2015.

Weerawong, Chinnavat & Peangpanor has represented Jasmine International Pcl, one of Thailand’s largest integrated telecommunication service providers, in respect of the establishment and IPO of the investment units of Jasmine Broadband Internet Infrastructure Fund (JASIF), the Thai infrastructure fund investing in broadband internet assets. With an offering size of β55 billion (US$1.7b), JASIF is the largest such offering in more than a year and the third-largest deal in Thailand ever. JASIF investment units are offered to international investors under Rule 144A and local investors and are listed on the Stock Exchange of Thailand. Trading of JASIF’s investment units commenced on 16 February 2015. Partners Peangpanor Boonklum and Veeranuch Thammavaranucupt led the transaction.

Weerawong, Chinnavat & Peangpanor has also represented Plan B Media, one of Thailand’s largest out-of-home media (OOH) businesses, in respect of its β1.8 billion (US$55.2m) IPO, a domestic offering under Thai SEC regulations. Trading commenced on the Stock Exchange of Thailand on 17 February 2015. Plan B Media offers a wide range of innovative OOH platforms to support world class campaigns, including transit, digital and static media as well as mall and in-store platforms. Funds raised from the IPO will support its continued growth and new projects. Bualuang Securities Plc was the financial advisor. Partners Peangpanor Boonklum and Pakdee Paknara led the transaction.

WongPartnership has acted for CapitaLand Ltd in respect of the sale of its 40 percent stake in Surbana International Consultants Holdings Pte Ltd to Temasek Holdings subsidiary Arakan Investments Pte Ltd for S$104 million (US$76.6m). Partners Low Kah Keong, Lam Chung Nian, Ong Sin Wei, Miao Miao and Kylie Peh led the transaction.

WongPartnership is acting for Citigroup Global Markets Singapore Pte Ltd, the financial adviser to STATS ChipPAC Ltd, 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 the capital of STATS ChipPAC. Partner Dawn Law is leading the transaction.

Deals – February 11, 2015

0
Allen & Gledhill has advised SG 2 (BVI) Ltd, a subsidiary of BlackRock Asia Property Fund II LP, in respect of the S$1.17 billion (US$862.6m) divestment of its entire interest in the property known as AXA Tower in Singapore. Partners Penny Goh and Steven Seow led the transaction.

Allens, together with Minter Ellison, is acting for Federation Centres in respect of its proposed merger with fellow real estate investment trust Novion Property Group. The proposed merger will create Australia’s leading fully diversified retail REIT, with ownership or management of 102 retail assets worth more than A$22 billion (US$17b). If approved, the proposed merger which is subject to security holder approval will be effected by a company scheme and trust scheme, under which Federation Centres will acquire all shares and units in Novion Property Group in exchange for new shares and units to be issued by Federation Centres to Novion Property Group security holders. Partner Craig Henderson is leading the transaction.

Allens has also acted for Canada Pension Plan Investment Board (CPPIB) in respect of its role in the consortium with Transurban and QIC to fund the construction of, and then own, the A$2.9 billion (US$2.25b) NorthConnex project in Sydney. The NorthConnex project is the first major infrastructure project in New South Wales to be approved under the State Government’s unsolicited bids process. The project will see the construction of twin tunnels connecting the M1 Pacific Highway to the Hills M2 Motorway. Construction will begin early this year and is expected to be completed in 2019. Partner Wendy Rae led the transaction which reached financial close in the last week of January 2015.

Amarchand & Mangaldas & Suresh A Shroff & Co has acted as Indian counsel to the brokers, comprising of Credit Suisse Securities (India) Private Ltd, Deutsche Equities India Private Ltd, DSP Merrill Lynch Ltd, Goldman Sachs (India) Securities Private Ltd, JM Financial Institutional Securities Ltd, Kotak Securities Ltd and SBICAP Securities Ltd, in respect of the sale of approximately 631.64 million equity shares of Coal India Ltd by its promoter, the President of India, acting through and represented by the Ministry of Coal, Government of India, pursuant to an offer for sale through the Stock Exchange Mechanism conducted on the BSE and NSE on 30 January 2015. Through the Coal India offer for sale, the Government of India has divested its stake amounting to 10 percent of Coal India’s paid-up share capital for approximately INR225.6 billion (US$3.6b). Partner Prashant Gupta led the transaction which closed on 3 February 2015. Cleary Gottlieb Steen & Hamilton acted as international counsel to the brokers. Khaitan & Co and Herbert Smith Freehills acted as Indian and international counsels, respectively, to the Government of India.

AZB & Partners is advising Hillhouse CD Holdings Ltd and Tybourne Capital Entity in respect of their acquisition of a minority stake in Girnar Software Pvt Ltd, owner of India’s number one automotive marketplace cardekho.com and leading comparison shopping platform pricedekho.com. Partners Darshika Kothari and Essaji Vahanvati are leading the transaction which was valued at approximately US$50 million and is yet to be completed.

AZB & Partners has also acted as Indian counsel to Fairfax India Holdings Corp in respect of its IPO of 50 million subordinate voting shares at US$10 per share for gross proceeds of US$500 million on the Toronto Stock Exchange. The subordinate voting shares commenced trading on 30 January 2015. Concurrent with the offering, the company issued to Fairfax Financial or its affiliates 30 million multiple voting shares on a private placement basis for US$300 million. Also concurrent with the closing of the offering, the company issued to certain cornerstone investors approximately 20.6 million subordinate voting shares on a private placement basis for approximately US$200 million. The combined gross proceeds of the offering and the private placements was approximately US$1 billion. Partners Ashwin Ramanathan and Bhavi Sanghvi led the transaction.

Baker & McKenzie Tokyo and the São Paulo office of its cooperating firm Trench, Rossi e Watanabe Advogados, has advised Toyota Tsusho Corp (TTC) in respect of the purchase of all shares of stock of NovaAgri Infra-Estrutura de Armazenagem e Escoamento Agrícola SA, making the Brazil-based company a wholly-owned subsidiary. NovaAgri engages in the business of grain warehouses, railway shipment and export terminals. With this acquisition, TTC will expand from grain infrastructure into the grain accumulation and export business. In the coming months, both TTC and NovaAgri will work together to obtain regulatory approvals to close the transaction and plan for post-closing integration. Tokyo partners Anne Hung and Samir Desai led the transaction whilst Trench, Rossi e Watanabe was led by partner José Roberto Martins. Brazilian firm Lobo & de Rizzo Advogados acted for the sellers.

Clifford Chance has advised Sun Hung Kai & Co (SHKCO) in respect of the disposal of 70 percent of Sun Hung Kai Financial (SHKF), one of the largest Hong Kong-based brokerage and wealth management service providers, for HK$4.1 billion (US$528.8m) to Everbright Securities Financial Holdings Ltd, a wholly-owned subsidiary of Shanghai-listed Everbright Securities Company Ltd, China’s eighth-biggest brokerage. HKSE-listed SHKCO is one of Hong Kong’s leading financial companies. Proceeds from the stake sale will be redeployed to accelerate the growth of SHKCO’s consumer finance, structured finance and principal investments businesses. Partner Simon Cooke, supported by partner Ling Ho, led the transaction which was signed on 1 February 2015 and is subject to regulatory and shareholder approvals.

Clifford Chance has also advised Man Group Plc in respect of establishing a Qualified Domestic Ltd Partner (QDLP) fund in Shanghai, China to invest in Man Group’s flagship multi-strategy offshore fund. Chinese investors in the QDLP fund include institutional investors, such as the Industrial and Commercial Bank of China (ICBC) and CITIC Trust. This completes Man Group’s first phase of the QDLP programme, which allows foreign alternative asset managers to raise funds onshore from qualified Chinese investors through their management units in China for overseas investment. Man Group and five other hedge funds received approval in 2013 from the Shanghai Municipal Government Financial Services Office to each raise Renminbi denominated funds through a Shanghai government’s pilot programme called the QDLP programme. Partner Ying White led the transaction.

Davis Polk has advised Delhi International Airport Private Ltd (DIAL), a corporation organized under the laws of India, in respect of its inaugural Regulation S offering of US$288.75 million 6.125 percent senior secured notes due 2022. DIAL holds a 30-year exclusive concession to operate, manage and develop the Indira Gandhi International Airport in New Delhi, the busiest and largest airport in India in terms of passenger traffic and passenger capacity. Its majority shareholder is a subsidiary of the GMR Group, a leading, diversified infrastructure group in India, and its other shareholders include the Airports Authority of India, a Government of India enterprise, and two of the world’s leading international airport operators, Fraport AG Frankfurt Airport Services Worldwide and Malaysia Airports Holdings Bhd. The notes are secured by certain of DIAL’s rights and interests in the concession agreements governing the Indira Gandhi International Airport. The Hongkong and Shanghai Banking Corp Ltd and JP Morgan Securities plc acted as part of a group of joint lead managers whilst KKR Capital Markets Ltd acted as co-manager for the offering. Partners William F Barron and John D Paton led the transaction whilst AZB & Partners advised on Indian law.

Deacons has advised CSOP in respect of obtaining SFC authorisation and the subsequent listing of the MSCI T50 ETF on the HKSE on 28 January 2015. The MSCI T50 ETF tracks the MSCI China and USA Internet Top 50 Equal Weighted Index, which is designed to reflect the performance of the 50 largest internet software and service providers and internet retail entities selected by full market capitalisation and listed on the Hong Kong and US Stock Exchanges. Partner Su Cheen Chuah led the transaction.

Deacons is also acting for Halcyon Capital Ltd as the sole sponsor and for the underwriters in respect of the listing by way of placing of Odella Leather Holdings Ltd on the Growth Enterprise Market of the HKSE. The transaction is expected to list on 12 February 2015 and is valued at up to HK$60 million (US$7.74m). Odella Leather specialises in the manufacture and sale of private label leather garments for its customers which are mostly fashion brands on original equipment manufacturers basis. Corporate finance partner Ronny Chow is leading the transaction whilst Global Law Office is advising on PRC law. Chiu & Partners, GFE Law Office and Conyers Dill & Pearman (Cayman) Ltd are advising Odella Leather Holdings Ltd on Hong Kong, PRC and Cayman Islands laws, respectively.

Dentons is advising Everbright Securities Financial Holdings Ltd, a wholly-owned subsidiary of Shanghai-listed Everbright Securities Company Ltd, in respect of its HK$4.095 billion (US$528m) acquisition of 70 percent equity interest in Sun Hung Kai Financial Group Ltd , a wholly-owned subsidiary of HKSE-listed Sun Hung Kai & Co Ltd. Everbright Securities is a leading full-service securities firm in the PRC with an integrated business platform, extensive branch network and substantial customer base. Sun Hung Kai Financial is one of the largest Hong Kong-based brokerage and wealth management service providers with a branch and office network in Hong Kong, Macau and Mainland China. Hong Kong corporate partners Guangqin Wei and Gordon Ng, supported by intellectual property partners Peter Su (Silicon Valley) and Carol Anne Been (Chicago), are leading the transaction.

Gibson Dunn has represented the Bateel Group and its shareholders in respect of a transaction with L Capital Asia Funds, which is backed by the LVMH Group. Bateel is a Gulf-based gourmet food company and owner of iconic gourmet date confectionery boutiques and premium cafes. The transaction will advance Bateel’s regional and international growth and expansion plans, supporting its program to open new café and confectionary outlets in selected international cities. London partner Mitri Najjar led the transaction.

J Sagar Associates has advised the initial purchasers, consisting of Citigroup Global Markets Inc, The Hongkong and Shanghai Banking Corp Ltd, Merrill Lynch International, Standard Chartered Bank, Barclays Bank PLC, Deutsche Bank AG Singapore Branch, JP Morgan Securities plc, Morgan Stanley & Co International plc, Australia and New Zealand Banking Group Ltd, BNP Paribas, Crédit Agricole Corporate and Investment Bank, and The Royal Bank of Scotland plc, in respect of the issue by Reliance Industries Ltd of US$1 billion 4.125 percent senior notes due 2025. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

J Sagar Associates has also advised Cinepolis Mexico in respect of its 100 percent acquisition of Fun Multiplex Private Ltd, through its Indian subsidiary Cinepolis India Private Ltd (Cinepolis India), by acquiring the stakes from Atul Goel, E-City Real Estate Private Ltd & E-City Investments and Holdings Company Private Ltd. Both Cinepolis India and Fun Multiplex are engaged in cinema exhibition, including running, conducting, operating and managing multiplex theatres in India. Partners Upendra Nath Sharma, Lalit Kumar and Nitesh Bhasin led the transaction. Fun Multiplex and the selling shareholders were advised by ALMT.

Khaitan & Co has represented Adidas AG, including group companies Reebok International Ltd and Reebok India Ltd, before the Competition Appellate Tribunal (COMPAT) in respect of an appeal filed by a franchisor alleging that Adidas has been abusing its dominant position while dealing with the franchisees. The COMPAT dismissed the appeal on merit. The COMPAT also considered the submissions made during arguments relating to “dominant position of Adidas within the relevant market of NOIDA” and distinguished the Competition Commission of India’s findings in this behalf. Adidas AG is a German multinational corporation that designs and manufactures sports shoes, clothing and accessories. Its group brands include Adidas, Reebok, Taylormade – Adidas Golf and Rockport. Partner Manas Kumar Chaudhuri led the transaction.

Khaitan & Co has also advised the Department of Disinvestment, Ministry of Finance in respect of the Offer for Sale of Coal India Ltd of approximately 315.8 million equity shares, with an option to sell an additional up to approximately 315.8 million equity shares, collectively aggregating 10 percent of the paid up equity share capital for approximately US$3.69 billion. Coal India’s Offer for Sale is the largest capital market transaction in the history of Indian capital markets. Coal India is the single largest coal producer in the world. Partners Sharad Vaid and Nikhilesh Panchal and Executive Director Sudhir Bassi led the transaction.

Kirkland & Ellis is representing Credit Suisse as underwriter in respect of the US$30 million follow-on offering of American Depositary Shares by NYSE-listed China-based solar energy company Daqo New Energy Corp. Hong Kong corporate partners David Zhang and Benjamin Su and Beijing corporate partner Steve Lin led the transaction which priced on 5 February 2015.

Maples and Calder has acted as British Virgin Islands counsel to Sino-Ocean Land Treasure Finance II Ltd in respect of its issue of US$700 million 4.45 percent guaranteed notes due 2020 and US$500 million 5.95 percent guaranteed notes due 2027 unconditionally and irrevocably guaranteed by Sino-Ocean Land Holdings Ltd. The issuer is a wholly-owned subsidiary of the guarantor. Partner Jenny Nip led the transaction. Paul Hastings advised the issuer and the guarantor as to English law and Hong Kong law. Linklaters and King & Wood Mallesons advised the joint lead managers and the trustee as to English law and PRC law, respectively.

Minter Ellison has advised Queensland-based Australian Childcare Projects in respect of the sale of its Australia-wide childcare centre development business to a Morgan Stanley investment fund Morgan Stanley Real Estate Fund VIII. Australian Childcare Projects was set up in 2013 to identify, set up and operate childcare centres. It has secured a portfolio of premium sites and continues to locate and develop further opportunities around Australia. The group’s centres operate under the Petit Early Learning Journey (Petit) and Master & Miss Early Learning Academy (Master & Miss) brands. M&A partner Leigh Brown led the transaction.

Paul Hastings has represented the placement agents in respect of the US$222.9 million sale of common shares of GT Capital Holdings Inc (GT Capital) by Grand Titan Capital Holdings Inc, a holding company of the Ty family. GT Capital is a Philippine conglomerate with interests in banking; automotive assembly, importation, dealership, and financing; power generation; property development; and life and non-life insurance. Corporate partner Steven Winegar led the transaction.

Rajah & Tann has advised SGX-ST Mainboard-listed Gallant Venture Ltd (GV) in respect of its third issue of notes under its US$500 million euro medium term note programme. The S$75 million (US$55.3m) 7 percent notes due 2017 were issued on 2 February 2015. GV is an investment holding company headquartered in Singapore with businesses in Singapore, Indonesia and the People’s Republic of China. The group has operations in the five key areas, namely automotive, utilities, industrial parks, resort operations and property development. DBS Bank Ltd, Standard Chartered Bank and UBS AG Singapore Branch acted as joint lead managers and book-runners. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction. Linklaters Singapore advised the joint lead managers on English law.

Rodyk & Davidson has acted for a property developer of a luxury residential project and the developer’s shareholder in respect of the sale of the shareholder’s shares in the developer to another party. This matter was unprecedented because it involved, for the first time in Singapore, a sale of shares in a Qualifying Certificate (QC) developer to a party that is completely unrelated to the developer. The developer was subject to the terms of a QC under the Residential Property Act, under which all the units in the project had to be sold by a certain deadline, failing which charges had to be paid for any extension. The QC also required the approval of the Controller of Residential Property for any intended sale of shares in the developer. Corporate partner Valerie Ong, supported by real estate partners Leong Pat Lynn and Jeannette Lim, led the transaction.

Rodyk & Davidson is also acting for Wingcrown Investment Pte Ltd in respect of its project sales of The Crest, a 469-unit residential project development located at Prince Charles Crescent. The 99-year leasehold site on which the development is situated was acquired at S$516.3 million (US$381.36m) and is over 256,000 sq ft in size. The firm had also advised in the acquisition of the site. Wingstar Investment Pte Ltd, Metro Australia Holdings Pte Ltd and Maxdin Pte Ltd are the only shareholders of Wingcrown Investment. Wingstar Investment is a subsidiary of Wing Tai Holdings Ltd whilst Metro Australia Holdings and Maxdin are subsidiaries of Metro Holdings Ltd and UE E&C Ltd, respectively. Real estate partner Melanie Lim is leading the transaction.

Weerawong, Chinnavat & Peangpanor has represented Golden Land Property Development Public Company Ltd (GOLD) in respect of its acquisition of 1.78 billion ordinary shares of Krungthep Land Public Company Ltd (KLAND) representing 100 percent paid up capital held by SMJC Real Estate Co Ltd (39.33 percent), Frasers (Thailand) Pte Ltd (40.45 percent) and Property Perfect Plc (20.22 percent). The acquisition of KLAND strengthens GOLD’s position in the residential real estate market. Senior partner Weerawong Chittmittrapap led the transaction which was valued at β3.56 billion (US$109m) and closed on 12 December 2014.

WongPartnership is acting for Cargill Tropical Palm Holdings Pte Ltd in respect of the acquisition of the Poliplant Group, which is primarily engaged in cultivating and harvesting fresh fruit bunches from oil palm trees. The new operations comprise approximately 50,000 hectares of contiguous, planted smallholder and company land adjacent to Cargill’s existing palm oil operations in West Kalimantan. Joint managing partner Ng Wai King, partners Mark Choy and Milton Toon are leading the transaction.

WongPartnership has also acted for the Singapore Medical Council (SMC) in respect of disciplinary proceedings against Dr Teh Tze Chen Kevin, a registered medical practitioner, where Dr Teh was convicted of four charges of professional misconduct in relation to prescribing medication the patient was allergic to and tampering with medical records. Partner Melanie Ho led the matter.

Deals – February 4, 2015

0
Ali Budiardjo, Nugroho, Reksodiputro has represented Keppel Land Ltd in respect of a conditional agreement for its acquisition of a 4.6-hectare site in West Jakarta for approximately IDR381.9 billion (US$30.3m). Keppel Land will subsequently enter into a sales and purchase agreement for the site to develop a high-rise condominium with ancillary shophouses and shop units. Partner Freddy Karyadi led the transaction whilst Allen & Gledhill advised on Singapore law.

Allen & Gledhill has advised United Overseas Bank Ltd in respect of the HK$1.2 billion (US$154.75m) secured term loan facility to Prolific Rainbow Ltd for the acquisition of the entire issued share capital of a special purpose vehicle which ultimately owns Laguna Plaza in Hong Kong. Prolific Rainbow is a wholly-owned subsidiary of Fortune REIT. Partners Jafe Ng and Daselin Ang led the transaction.

Allen & Gledhill has also advised United Overseas Bank Ltd as arranger, Deutsche Bank AG Singapore Branch as principal paying agent and DB International Trust (Singapore) Ltd as trustee for holders of the notes in respect of the establishment of a S$200 million (US$147.8m) multicurrency medium term note programme by OKH Global Ltd and OKH Capital Pte Ltd. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the transaction.

Appleby has acted as Bermuda and BVI counsel to Krystal Light Investment Ltd, a subsidiary of InfraRed NF China Real Estate Fund II (A) LP, in respect of the issuance of US$20 million 20 percent secured notes due 2018. Guaranteed by Cheung Wo International Holdings Ltd, a Bermuda incorporated company listed on the HKSE, the notes were secured through certain subsidiaries of Cheung Wo. The subscriber was a subsidiary of InfraRed. Cheung Wo is principally engaged in property development and investment in China, as well as film businesses. InfraRed is a fund sponsored by InfraRed Capital Partners and Nan Fung Group. Hong Kong-based senior associate Rupen Shah led the transaction whilst Linklaters acted as onshore counsel.

AZB & Partners is advising International Finance Corp, an international organization which includes the Republic of India, in respect of its acquisition of approximately 4.6 million compulsorily convertible preference shares of Aditya Birla Customer Services Private Ltd, a private company incorporated under the laws of India engaged in providing personal financial services through its online portal www.myuniverse.co.in. Partner Gautam Saha is leading the transaction which is valued at approximately US$9.5 million and is yet to be completed.

AZB & Partners is also advising TPG Asia VI SF Pte Ltd – Manipal Health Enterprises Pvt Ltd in respect of its proposed acquisition of up to 24.75 percent of the equity share capital of Manipal Health Enterprises Pvt Ltd (MHEPL) on a fully diluted basis. Further, in a contemporaneous transaction, MHEPL group company Manipal Health Services Pvt Ltd sought to transfer certain real estate assets to MHEPL by way of a demerger. Since the acquisition and demerger were inter-connected transactions, they were jointly notified to the Competition Commission of India for approval. Partner Samir Gandhi is leading the transaction.

Baker & McKenzie is advising The Link Management Ltd, manager of The Link Real Estate Investment Trust (The Link REIT), in respect of The Link REIT’s successful HK$5.86 billion (US$756m) bid, thru a joint venture with Nan Fung, for approximately 6,843 square metres of government land in Kwun Tong, Kowloon. The JV, held 60:40 by The Link REIT and Nan Fung, respectively, intends to develop the land into a Grade-A office commercial complex comprising two office towers with retail elements and car-parks. Hong Kong/China real estate head Edmond Chan and Hong Kong/China REIT head Milton Cheng, supported by real estate partners May Lau and Debbie Cheung, are leading the transaction.

Cadwalader, Wickersham & Taft has advised All-Stars Investment Ltd as the lead investor in respect of the US$1.1 billion Series F financing of Xiaomi Corp. All-Stars is a fund that invests in the internet and consumer brand space in Greater China. Xiaomi is the third-largest smartphone maker in the world and the biggest in China. Asia managing partner Rocky T Lee led the transaction.

Cheung & Lee, in association with Locke Lord (HK), represented Time2U International Holding Ltd in respect of its HK$286 million (US$36.9m) IPO and listing on the Main Board of the HKSE on 30 January 2015. Time2U is a leading brand-owner and manufacturer of economic quartz analogue watches in China. Hong Kong partner Michael Fung led the Locke Lord team. Mayer Brown JSM advised Cinda International Capital as the sponsor.

Clifford Chance has advised Haitong International Finance 2015 Ltd, an offshore arm of Haitong International Securities, in respect of the issue of US$700 million 4.2 percent guaranteed bonds due 2020 unconditionally and irrevocably guaranteed by Haitong International Securities Group Ltd. Deutsche Bank, Haitong International, HSBC and Huatai Financial were the joint lead managers. HKSE-listed Haitong International is a subsidiary of Haitong Securities, mainland China’s second-largest securities firm which is listed in both Hong Kong and Shanghai. Partner Jean Thio, supported by Hong Kong partner Connie Heng, led the transaction.

ELP has advised M/s Yum Restaurants (I) Pvt Ltd in respect of its petition, with Nokia Solutions and Networks India Pvt Ltd and EI Dupont India Pvt Ltd, to the Delhi High Court questioning the interpretation by the Directorate General of Foreign Trade (DGFT) of the Foreign Trade Policy to exclude the petitioners from the benefit of the Served From India Scheme on the ground that they were subsidiaries of foreign companies. In its order dated 27 January 2015, the Court decided in favor of the petitioners, ruling that the expression “Served from India brand” is meant to accelerate growth in export of services from India. The purpose of granting incentive to Indian Service Providers is to incentivize export from India to strengthen such exports and ensure that larger quantum of services are outsourced or procured from India, the Court explained. The objective is to establish India as a brand and as a recognized destination for outsourcing of services, the Court finally stated. Managing partner Rohan Shah and partner Sonu Bhatnagar led the transaction. Nokia Solutions and Networks India was advised by PDS Legal whilst EI Dupont India was represented by Athena Law Firm.

Gibson, Dunn & Crutcher has represented John Keells Holdings PLC, Sri Lanka’s premier diversified blue chip corporate conglomerate, in respect of raising $US445 million to finance its Waterfront Development Project. John Keells’ subsidiary Waterfront Properties (Private) Ltd entered into the syndicated project development facility with Standard Chartered Bank which acted as arranger. Located in Colombo, Sri Lanka, the project will consist of a multi-use resort that includes a hotel, apartment complex, convention center, retail, entertainment facilities and office space. Singapore partner Jamie Thomas led the transaction which is reportedly the largest international borrowing by a Sri Lankan corporate in the country’s history. Standard Chartered Bank was represented by Allen & Overy.

J Sagar Associates has advised NYSE-listed Eaton Corp in respect of the indirect acquisition of The Oxalis Protection Technology India Private Ltd thru its acquisition of 100 percent stake in Oxalis Group Ltd (Oxalis), the holding company of Oxalis India. Headquartered in Stratford-upon-Avon, United Kingdom, Oxalis manufactures closed-circuit TV camera stations, public address / general alarm systems and other electrical products for the hazardous area, marine, and industrial communications markets. Eaton is a power management company providing energy-efficient solutions that helps its customers effectively manage electrical, hydraulic and mechanical power more efficiently, safely and sustainably. Partners Rohitashwa Prasad and Lalit Kumar led the transaction. Eaton was also advised by Baker & McKenzie whilst Oxalis Group was advised by UK-based Shakespeares Legal.

Khaitan & Co has advised Unify GmbH & Co KG in respect of Progility Plc UK’s acquisition of Unify Group’s entire shareholding in Unify Enterprise Communications Private Ltd. Unify India is the Indian arm of the Unify Group, a global communications software and services company. Associate partner Niren Patel led the transaction.

Khaitan & Co has also advised Holtzbrinck Publishing Group in respect of the Indian aspects of the merger between the majority of Macmillan Science and Education with Springer Science + Business Media. Georg von Holtzbrinck GmbH & Co KG is a Germany-based publishing holding company which owns publishing companies worldwide. Partner Rabindra Jhunjhunwala led the transaction.

Kirkland & Ellis is acting for HKSE-listed China Traditional Chinese Medicine Co Ltd in respect of its proposed US$1.34 billion acquisition of a 81.48 percent stake in Jiangyin Tianjiang Pharmaceutical Co Ltd, the largest manufacturer of concentrated traditional Chinese medicine granules in China, from seven sellers, including two Shanghai-listed CICC-affiliated funds, namely Shanghai Jiahua United Co Ltd and Guangdong Keda Clean Energy Co Ltd. Hong Kong corporate partner Frank Sun, supported by corporate partners David Yun and Joey Chau, led the transaction.

Mayer Brown JSM has advised Cinda International Capital Ltd as the sole sponsor, sole global coordinator and sole book-runner in respect of the approximately HK$286 million (US$36.9m) Time2U International IPO on the HKSE. Time2U International is a leading PRC brand-owner of economical quartz analogue watches and OEM manufacturer of quartz analogue watches. Founded in 1994 initially as a manufacturer of watches and related products, the company designed its own watches under the Time2U and Jonquet brands in 2010 and subsequently launched a sub-brand Color in 2012 to target different segments of consumers. Corporate & Securities partner Billy Au led the transaction.

Minter Ellison has advised Altius Group Pty Ltd, a leading provider of workplace rehabilitation and injury management solutions, in respect of ASX-listed Austbrokers Holdings Ltd’s acquisition of 60 percent of Altius Group. Austbrokers is Australia and New Zealand’s leading equity-based insurance distribution, underwriting agency and risk services group. Altius provides its services to insurers, government, SMEs and national and multi-national organisations and has capabilities spanning occupational health and rehabilitation, psychological health and medical assessment services. The acquisition continues Austbrokers’ strategic diversification and places it as Australia’s leading full service insurance and risk services provider. M&A partner Ricky Casali led the transaction. Allen & Overy, led by partner Michael Parshall, advised Austbrokers.

Orrick, Herrington & Sutcliffe is advising US-based Johnson Controls Inc in respect of its definitive agreement with Hitachi Ltd and Hitachi Appliances Inc to form a global HVAC (heating, ventilating, and air conditioning) joint venture. Through the agreement, Johnson Controls will obtain a 60 percent ownership stake in Hitachi Appliances’ global HVAC business with annual sales of more than ¥300 billion (US$2.5b). With approximately 13,800 employees and 24 manufacturing plants around the world, the JV will build on the technology know-how, research and development leadership of both companies, as well as their expanding marketing channels. Tokyo managing partner L Mark Weeks and Tokyo M&A and private equity partner Edward “Ted” Johnson are leading the transaction which is expected to close later this year, subject to regulatory approvals and satisfaction of other customary conditions.

Vaish Associates is advising Jaiprakash Associates Ltd (JAL) in respect of an implementation agreement with UltraTech Cement Ltd (UTCL) wherein JAL agreed to transfer on a slump exchange basis two of its cement plants with aggregate grinding capacity of 4.9 MnTPA and 180 MW Captive Thermal Power Plants at Bela and Sidhi in Madhya Pradesh to UTCL by way of a court-sanctioned scheme of arrangement involving the Bombay High Court and Allahabad High Court. UTCL shall issue to JAL non-convertible debentures worth INR45.38 billion (US$733.3m) and non-convertible cumulative redeemable preference shares worth INR1 million (US$16,158), besides taking over debt and working capital aggregating to INR787 crores (US$127m). The proposed transaction is subject to the approval, among others, of the shareholders, creditors and the Competition Commission of India and sanctions of the Scheme of Arrangement by both High Courts. Mumbai partners Bomi F Daruwala and Martand P Singh are leading the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co, led by corporate partner Tushar Mavani and competition partner Nisha Uberoi, is advising UltraTech Cement Ltd.

WongPartnership is acting for leading South Korean energy company SK Innovation Ltd in respect of the termination of its €270 million (US$306m) joint venture with German car parts and tyre-maker Continental AG. Partner Ong Sin Wei is leading the transaction.

WongPartnership has acted for Raffles Education Corp Ltd in respect of the application to the SGX for clearance of the proposed spin-off listing of its wholly-owned subsidiary Oriental University City Holdings (HK) Ltd on the Growth Enterprise Market of the HKSE. Partners Annabelle Yip and Joseph He led the transaction.

Deals – January 28, 2015

0
Amarchand & Mangaldas & Suresh A Shroff & Co has advised Par Formulations Private Ltd, Par Pharmaceutical Inc’s wholly-owned subsidiary in India, in respect of its acquisition of the entire issued subscribed and paid-up share capital of Ethics Bio Lab Private Ltd, an India-incorporated company engaged in conducting bioavailability, bioequivalence, pharmacokinetic and clinical end point studies for pharmaceutical and biotechnology companies at its state-of-the-art facility in Chennai. Partners Amit Kumar and Arvind Sharma led the transaction whilst K& L Gates also advised Par Formulations. Clan Laboratories Ltd and its promoter Jaganathan Jayaseelan, the sellers, were represented by HSB Partners Chennai. The transaction closed on 14 January 2015.

Appleby has acted as Cayman, Bermuda and BVI counsel to Deson Construction International Holdings Ltd in respect of its spin-off from Deson Development International Holdings Ltd (a Bermuda company listed on the Main Board of the HKSE) and listing of Deson Construction on the Growth Enterprise Market of the HKSE on 8 January 2015. Deson Construction is a contractor in the building industry operating in Hong Kong and the PRC. The company is one of the top 10 contractors in Hong Kong providing building construction, electrical and mechanical engineering and fitting-out works. Hong Kong corporate partner John Melia led the transaction which was the first listing in Hong Kong in the new year.

Appleby has also acted as Cayman counsel to SiS Mobile Holdings Ltd in respect of its split from parent company SiS International Holdings Ltd (a Bermuda company listed on the Main Board of HKSE) on the Main Board of the HKSE on 15 January 2015. SiS Mobile is a distributor of mobile phones in Hong Kong with extensive local distribution channels and an authorised non-exclusive distributor of four internationally renowned brands of mobile phones. Majority of the proceeds will be used for acquisition of new office and warehouse space, as well as improvement of its operational management capability. Hong Kong corporate partner Judy Lee led the transaction.

Baker & McKenzie is advising Japan-based Recruit Holdings Co Ltd, one of the world’s largest recruitment firms, in respect of its acquisition of ASX-listed HR services provider Chandler Macleod through a scheme of arrangement and of Peoplebank, the largest technology recruitment firm in Australia, from private equity firm Navis. Australia partners Ben McLaughlin and Richard Lustig with Tokyo partners Jiro Toyokawa and Tetsuo Tsujimoto led the transaction.

Clifford Chance has advised the shareholders of Indonesian logistics services provider PT Puninar Saranaraya (Puninar Logistics) in respect of the formation of a joint venture with KLN Singapore, a wholly-owned subsidiary of Kerry Logistics Network. The JV will combine Kerry Logistics’ global logistics expertise and international freight forwarding network with Puninar Logistics’ Indonesian logistical capabilities and connections, thereby giving customers in Indonesia access to complete supply chain solutions and a globally integrated network. Puninar Logistics will also be able to expand its international customer base. Singapore corporate partner Melissa Ng led the transaction.

Clifford Chance has also advised Barclays Capital, BNP Paribas, Goldman Sachs, HSBC, JP Morgan and Societe Generale in respect of the establishment of Contineo Ltd together with technology company AG Delta, the first open multi-issuer platform for structured products serving private banking and wealth management clients. Newly-launched Contineo is a technology platform that provides private banking and wealth management businesses access to multiple structured product issuers to create a more efficient and compliant marketplace. Partner Neeraj Budhwani, supported by partners Matt Feldmann, Steve Gatti, Richard Blewett and Ling Ho, led the transaction.

Colin Ng & Partners is acting as lead counsel for Pilgrim Partners in respect of the launch of Pilgrim Growth and Income Fund (PGIF), a hedge fund that seeks to look for opportunities globally, with an emphasis on developed markets and Asia. PGIF has been notified as a Restricted Foreign Scheme to the Monetary Authority of Singapore and is offered to high net worth individuals and corporations. Partner Bill Jamieson is leading the transaction whilst Walkers is acting as Cayman Islands counsel.

Davis Polk is advising Haitong International Securities Company Ltd, Macquarie Capital Securities Ltd, JP Morgan Securities plc and another investment bank as joint placing agents in respect of the HK$29.94 billion (US$3.86b) placing of H shares by Haitong Securities Co Ltd. Completion of the placing is subject to a number of conditions precedent, including obtaining approval of Haitong Securities’ shareholders. Haitong Securities is a leading full-service securities firm in the PRC with an integrated business platform, extensive branch network and substantial customer base. Its H shares and A shares are listed and traded on the HKSE and the Shanghai Stock Exchange, respectively. Partner Paul Chow led the transaction. Haitong Securities was advised by Clifford Chance as to Hong Kong law and Grandall Law Firm as to PRC law.

ELP has advised Johnson Controls on the Indian legal aspects in respect of its definitive agreement to form a global joint venture with Hitachi Ltd and Hitachi Appliances. The new JV will allow the companies to deliver the most diverse technology portfolio in the heating, ventilation, air conditioning and refrigeration industry. Through the agreement, Johnson Controls will obtain a 60 percent ownership stake in Hitachi Appliances’ more than ¥300 billion sales ($2.54b) global air conditioning business, excluding sales and service operations in Japan. Johnson Controls is a global multi-industrial company with 130 years of history in supplying heating, ventilation, air-conditioning, building controls, refrigeration and security systems for buildings. A global home appliances and air conditioning solutions provider, Hitachi Appliances, a wholly-owned subsidiary of global electronics and infrastructure solutions provider Hitachi, supplies high quality, efficient and reliable air conditioning solutions across the globe. Hitachi Appliances will continue to provide Hitachi branded HVAC products in the Japanese market after this transaction. Partners Suhail Nathani and Darshan Upadhyay and associate partner Yogesh Chande led the transaction.

ELP has also represented Trans Asian Shipping Services Pvt Ltd before the Kerala High Court in respect of Income Tax appeals filed challenging orders which denied benefit of Tonnage Tax Scheme under Chapter XII-G of the Income-tax Act 1961 for slot charter operations on the premise that such operations are carried on the ships which are not qualifying ships. On 23 January 2015, the Kerala High Court decided in favour of Trans Asian Shipping. The decision is the first such decision on this issue and clarifies the legal position which will have a bearing on the industry at large. Senior advocate Porus Kaka, managing partner Rohan Shah, partner Nishant Shah and associate partner Ranjeet Mahtani led the transaction.

Kirkland & Ellis has represented Hydoo International Holding Ltd, an HKSE-listed commercial property development company which focuses on the development and operation of large trade and logistics projects in cities across China, in respect of its issuance of US$120 million 7 percent convertible notes due 2020. The purchaser of the notes is a private company wholly-owned by Ping An Real Estate, the real estate investment management arm of Ping An Insurance. Concurrently, Hydoo and Ping An Real Estate entered into a Strategic Cooperation Framework Agreement, pursuant to which Ping An will make strategic investments in Hydoo’s future trade center and logistics projects. Hong Kong corporate partners Benjamin Su, Stephanie Lau and Ben James led the transaction.

Luthra and Luthra Law Offices has advised Global Health Private Ltd (GHPL) and the Carlyle Group, an existing equity investor in GHPL, in respect of the sale by Punj Lloyd Ltd of its entire approximately 8.6 million equity shares representing 17.74 percent of the share capital of GHPL to Temasek. GHPL owns and operates the Gurgaon-based Hospital Medanta – The Medicity. Senior partner Mohit Saraf led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Cayman Islands company Asiaray Media Group Ltd in respect of its IPO and listing of 110 million shares with a par value of HK$0.10 (US$0.0129) each on the HKSE. The shares were offered at HK$7.02 (US$0.90) each and the listing raised approximately HK$772 million (US$99.58m). Asiaray is a leading out-of-home media company with a strategic focus on airport and metro line advertising. BOCI Asia Ltd acted as the sole sponsor and sole global coordinator, sole book-runner and sole lead manager. Partner Jenny Nip led the transaction whilst Baker & McKenzie acted as Hong Kong counsel. Mayer Brown JSM acted for the sole sponsor and underwriters.

Norton Rose Fulbright has advised eight lenders, consisting of The Siam Commercial Bank Public Company Ltd, Bangkok Bank Public Company Ltd, KASIKORNBANK Public Company Ltd, Bank of Ayudhya Public Company Ltd, Land and Houses Bank Public Company Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, Mizuho Bank Ltd and CIMB Thai Bank Public Company Ltd, in respect of the financing of a portfolio of 12 gas-fired cogeneration projects in Thailand. The projects, being developed under Thailand’s Small Power Producers program, are sponsored by Gulf Energy Development Company Ltd and Mitsui & Co Ltd, each of which will hold its interest in the 12 projects through Gulf MP Company Ltd. Each project in the portfolio will be financed by eight lenders on a standalone basis with the intercompany support arrangement among all 12 projects. The 12 projects will generate up to 1,470 MW of electricity and 200 TPH of steam. Majority of electricity will be sold to the Electricity Generating Authority of Thailand under the 25-year power purchase agreements whilst the remaining electricity and all steam will be sold to industrial users in the nearby areas. Partners Somboon Kitiyansub (Bangkok) and Nick Merritt (Singapore) led the transaction which is the largest energy portfolio financing transaction undertaken in Thailand.

Norton Rose Fulbright has also acted for the financiers, consisting of Banco Santander, Commonwealth Bank of Australia, Credit Agricole CIB Australia, The Bank of Nova Scotia Asia and United Overseas Bank, in respect of the successful ALTRAC Light Rail Consortium bid (formerly known as the Connecting Sydney Consortium) for the Sydney Light Rail PPP project. ALTRAC Light Rail, which comprised Alstom Transport Australia, Transdev, Acciona and Capella Capital, will deliver and operate the new CBD and South East light rail in Sydney. The NSW Government officially awarded the contract to design, construct, operate and maintain the project to ALTRAC on 17 December 2014. Major construction is expected to finish in 2018. Partner Jo Crew led the transaction.

Rajah & Tann has advised SGX-ST-listed Lifebrandz Ltd in respect of its private placement of 500 million shares for an aggregate consideration of S$1.8 million (US$1.34m). Lifebrandz is a brand development and management group specialising in the lifestyle and entertainment industries. Corporate & Capital Markets partners Danny Lim and Chia Lee Fong led the transaction which was completed on 16 January 2015. Chan Hui Lan Catherine, Lim Fook Hing Roland and Ang Nam Wah Albert, the subscribers for the placement, were advised by Colin Ng & Partners.

SSEK Legal Consultants has acted as Indonesian counsel to Daewoo International Corp in respect of a US$210 million funding for the expansion of ASX-listed Finders Resources’ copper cathode plants (known as the Wetar Copper Project) in Indonesia’s Maluku Province. The US$210 million funding consists of a credit-approved commitment letter with a group of four banks for US$165 million of senior loan facilities and a US$45 million equity investment by Daewoo in Finders’ wholly-owned Indonesian subsidiary, PT Batutua Tembaga Raya, which holds the Wetar Copper Project. Daewoo will hold a 24.1 percent economic interest in PT Batutua Tembaga Raya. Partner Denny Rahmansyah led the transaction whilst Yulchon acted as foreign legal counsel.

Stephenson Hardwood is acting for Choon’s Design Inc in respect of a cross-border infringement case involving copyright infringement and passing off by Hong Kong and PRC entities and individuals. The Rainbow Loom band kits of Choon’s Design were awarded Toy of the Year award in 2014. Choon’s Design has obtained Mareva and prohibitive injunctions against the defendants from the High Court in Hong Kong to restrain the infringing activity. Partner Jezamine Fewins is leading the transaction.

Taylor Wessing has advised Kuwait-based real estate developer Oqyana Real Estate in respect of a deal with floating island experts Dutch Docklands to create a series of private floating island villas to be located in “The World Islands‟ project in Dubai. Under the deal, Oqyana will tie up with Dutch Docklands to bring personalised private floating islands to Dubai to be located in “The World Islands” project. Each private floating island will house just one villa – the pinnacle of exclusive island living.

Thanathip & Partners has represented private equity firms Lombard and LeapFrog in respect of their acquisition of approximately 11 percent interest each of Syn Mun Kong Insurance Public Company Ltd from Royal & Sun Alliance Insurance Plc through a bidding process for approximately β1.9 billion (US$58.2m). Managing partner Thanathip Pichedvanichok led the transaction.

Thanathip & Partners has also advised L&P Property Company Ltd, a subsidiary of Thailand’s largest real estate developer Land & Houses Public Company Ltd, in respect of the establishment and IPO of the first ever REIT (real estate investment trust) of a shopping mall in Thailand, namely L&H Shopping Centers Real Estate Investment Trust (LSHC), and the subsequent long-term lease of Terminal 21 Shopping Center to the REIT which is managed by Siam Commercial Bank Public Company Ltd as trustee and L&H Fund Company Ltd as REIT manager. The REIT first traded on the Stock Exchange of Thailand on 26 December 2014. Capital markets head partner Chawaluck Sivayathorn led the transaction.

Wong & Partners, Baker & McKenzie’s member firm in Malaysia, has advised Sarawak Cable Berhad (SCB) in respect of its acquisition of 100 percent stake in Universal Cable (M) Berhad and Leader Cable Industry Berhad from HNG Capital Sdn Bhd for RM210 million (US$58m). SCB and the target companies are in the cable manufacturing industry in Malaysia. Upon completion of the acquisition, SCB will be able to further enhance its manufacturing capacity and expand its power cables manufacturing base to Peninsular Malaysia through the target companies’ manufacturing bases. Partner Munir Abdul Aziz led the transaction.

WongPartnership is acting as Singapore counsel for Kohlberg Kravis Roberts & Co LP in respect of the establishment of an investment structure in relation to a non-banking financial company that will provide structured credit solutions to the real estate sector in India. Partners Low Kah Keong and Felicia Ng are leading the transaction.

WongPartnership is also acting for Ladyhill (Private) Ltd, a subsidiary of CapitaLand Residential Ltd, the developer of the new freehold condominium project, in respect of the sale of units at Marine Blue, situated along Marine Parade Road, Singapore comprising of 120 condominium units and four strata terrace houses released at an average price between S$1,800 (US$1,341) and S$2,000 (US$1,490) psf. Partners Cornelia Fong and Annabel Kang are leading the transaction.

Deals – January 7, 2015

0
Allens has advised Transpacific Industries Group Ltd (TPI) in respect of its A$165 million (US$134m) acquisition of the Melbourne Western Landfill from Boral Ltd. The Melbourne Western Landfill operates in airspace created by Boral’s quarrying activities at the site, which will continue to operate separately. TPI and Boral have entered into agreements based on an upfront cash payment and annual payments from TPI to Boral over the long term. Corporate partner Robert Pick, assisted by property and environment partner Chris Schulz, led the transaction.

AZB & Partners has advised L&T Infrastructure Development Projects Ltd in respect of the acquisition by Canada Pension Plan Investment Board of compulsorily convertible preference shares issued by L&T for INR20 billion (US$315.5m) to be invested in two tranches. Partners Sai Krishna Bharathan and Nilanjana Singh led the transaction which was completed on 16 December 2014.

AZB & Partners has also advised Global Foundries US Inc in respect of the acquisition of certain assets and liabilities of IBM Corp’s micro-electronic business pursuant to a master transaction agreement dated 18 October 2014. The Competition Commission of India approved the transaction on 23 December 2014. Partner Samir Gandhi led the transaction which was valued at approximately INR101 billion (US$1.6b)

Cheung & Lee, in association with Locke Lord (HK), has advised Tewoo (HK) Ltd in respect of secured revolving credit facilities totaling US$100 million granted by a syndicate of banks. Tewoo, a Hong Kong subsidiary of a PRC state-owned enterprise, offers international trade services and is principally engaged in the import and export of steel materials, iron ore, coal, non-ferrous ores and other metal products. Hong Kong-based partner Michael Fung, assisted by London-based partner Samrad Nazer, led the transaction which closed on 31 December 2014. Mayer Brown JSM advised the lenders.

Clifford Chance has advised China CITIC Bank Corp Ltd (CNCB) in respect of the purchase of the entire 29.68 percent stake of Citic International Financial Holdings Ltd (CIFH) from Banco Bilbao Vizcaya Argentaria SA (BBVA) for HK$8.162 billion (US$1b). Upon completion of the sale, subject to obtaining regulatory approvals, CNCB will hold a 100 percent interest in CIFH and will become a wholly-owned subsidiary of CNCB. CIFH is the investment holding arm of the CITIC Group outside of mainland China with interests in commercial banking and non-bank financial services. HSKE-listed CNCB is one of the market leading national commercial banks in China. BBVA holds a 9.9 percent stake in CNCB. Corporate partner Terence Foo led the transaction.

Davis Polk has advised the underwriters led by Macquarie Capital Securities Ltd and another investment bank as joint sponsors and, together with CCB International Capital Ltd, as joint global coordinators, in respect of the IPO and listing on the Growth Enterprise Market of the HKSE and an international offering in reliance on Rule 144A and Regulation S of Linekong Interactive Co Ltd. The gross proceeds from the global offering amounted to approximately HK$724.9 million (US$93.5m) without the exercise of the over-allotment option. Headquartered in Beijing, Linekong is a leading mobile game developer and publisher in China. Partners Bonnie Y Chan, Li He and Antony Dapiran led the transaction whilst Global Law Office advised as to PRC law. Linekong was advised by Simpson Thacher & Bartlett as to US and Hong Kong law and Fangda Partners as to PRC law.

Davis Polk has also advised HKSE-listed Mongolian Mining Corp in respect of its US$201 million global rights offering which consisted of a public offering of H shares in Hong Kong and private placements of H shares to institutional investors outside of Hong Kong, including within the US, to a limited number of qualified institutional investors in reliance on Section 4 (a) (2) of the US Securities Act. JP Morgan Securities (Asia Pacific) Ltd and BNP Paribas Securities (Asia) Ltd were the joint underwriters whilst Somerley Capital Ltd was the independent financial adviser of the H share rights offering. Mongolian Mining is the largest producer and exporter of high-quality hard coking coal in Mongolia. Partners Paul Chow, Eugene C Gregor and John D Paton led the transaction whilst Conyers Dill & Pearman advised as to Cayman Islands law and ELC LLP Advocates advised as to Mongolian law. The joint underwriters were advised by Paul Hastings as to US and Hong Kong laws.

Khaitan & Co has advised Jagran Prakashan Ltd in respect of its acquisition of Music Broadcast Private Ltd’s parent company IVF Holdings Private Ltd from Growth Capital Trustee Company Private Ltd, the sole trustee of India Value Fund 2. MBPL runs India’s leading radio network under the brand name “Radio City” and is present in 20 stations across seven states. Jagran is India’s leading media and communications group and is arguably one of the largest media conglomerates in the country. Partners Rajat Mukherjee and Manas Kumar Chaudhuri and associate partner Harsh Kumar led the transaction.

Khaitan & Co has also advised SIS Prosegur Holdings Private Ltd / Prosegur Compañia De Seguridad SA in respect of the transfer of cash management services business from ISS SDB Security Services Private Ltd India to SIS Prosegur Holdings, a joint venture between SIS and Prosegur Spain. SIS Prosegur is in the cash logistics business and is one of the few companies providing complete range of security solutions with a nationwide office network to support customers. Associate partner Joyjyoti Misra led the transaction.

Skadden has advised Rizal Commercial Banking Corp (RCBC), one of the largest banks in the Philippines, in respect of an agreement with Cathay Life Insurance Co Ltd, a wholly-owned subsidiary of Cathay Financial Holding Co Ltd, the largest publicly-listed financial holding company in Taiwan, to acquire a 20 percent stake in RCBC for PHP17.92 billion (US$398m). Partners Jonathan Stone (Hong Kong) and Rajeev Duggal (Singapore) led the transaction, which was announced on 17 December 2014, whilst Angara Abello Concepcion Regala & Cruz acted as domestic counsel.

Skadden has also advised BOCI Asia Ltd, Credit Suisse Securities (Europe) Ltd, Haitong International Securities Company Ltd, The Hongkong and Shanghai Banking Corp Ltd, Huatai Financial Holdings (Hong Kong) Ltd and JP Morgan Securities plc as initial purchasers in respect of a US$250 million offering of 9 percent senior notes due 2019 by HKSE-listed major China-based real estate developer Yuzhou Properties Company Ltd. The notes are guaranteed by certain subsidiaries of the issuer and secured by share pledges of the issuer and certain subsidiaries of the issuer. Hong Kong corporate partner Edward Lam led the transaction which was announced and closed on 8 December 2014.

Weerawong, Chinnavat & Peangpanor has advised Rich Asia Steel Plc, a leading manufacturer, trader and distributor of steel products in Thailand, in respect of the sale of shares in its subsidiary, Thai National Products Co Ltd, to Dr Phasin Suebsubanunt, Thiti Kittipattananon and Duendara Limthanakul for approximately β540 million (US$16.4m). The sale of shareholders’ equity is a strategic step in business restructuring and corporate spin-off. Partner Weerawong Chittmittrapap led the transaction which was completed on 3 December 2014.

WongPartnership is acting for a group of lenders in respect of the grant of a S$1.1 billion (US$825m) facility to Singapore LNG Corp Pte Ltd (SLNG) to finance the repayment of certain government loans extended to SLNG for the development and construction of the initial phase of the Singapore LNG Terminal on Jurong Island, Singapore. Partners Susan Wong, Felix Lee and Tan Beng Lee are leading the transaction.

WongPartnership is also acting for City Developments Ltd (CDL) in respect of the preparation of the documentation relating to the issue of profit participation securities (PPS) by Sunbright Holdings Ltd. The issue gives investors fixed returns of 5 percent a year for five years plus rights to the cashflow of CDL’s Quayside Collection of properties in Singapore’s Sentosa island. An aggregate of S$750 million (US$ 562.4m) of PPS has been subscribed for by the Blackstone group (through its vehicle BTO Sentosa Holdings LP), CIMB Bank Berhad Labuan Offshore Branch and Astoria Holdings Ltd, a wholly-owned subsidiary of CDL. This hybrid instrument is reportedly the first issue of its kind in Asia. Partners Hui Choon Yuen and Goh Gin Nee are leading the transaction.

Deals – January 14, 2015

0
Allen & Gledhill has advised United Overseas Bank Ltd as arranger and DB International Trust (Singapore) Ltd as trustee for holders of the notes in respect of the establishment of a S$1 billion (US$748.6m) multicurrency medium term note programme by UOL Treasury Services Pte Ltd. Partners Au Huey Ling, Daselin Ang, Sunit Chhabra and Ong Kangxin led the transaction.

Allen & Gledhill has also advised Tiger Airways Holdings Ltd (Tigerair) and Singapore Airlines Ltd in respect of the 85-for-100 renounceable non-underwritten rights issue of new ordinary shares in the capital of Tigerair. The gross proceeds raised were approximately S$229 million (US$171.4m). Singapore Airlines is the undertaking shareholder. Partners Tan Tze Gay, Hilary Low and Kenneth Lim led the transaction.

Appleby has acted as Cayman counsel to Chun Sing Engineering Holdings Ltd in respect of its listing on the Main Board of the HKSE on 29 December 2014 with gross proceeds of approximately HK$154.5 million (US$20m). Proceeds will be used to acquire additional machinery for construction and for staff recruitment, partial repayment of the finance leases and general working capital. Chun Sing Engineering is principally engaged in the foundation and substructure construction business in Hong Kong. Hong Kong corporate partner Judy Lee led the transaction whilst Loong & Yeung advised as to Hong Kong law. Pang & Co, in association with Loeb & Loeb, advised the sponsors and underwriters as to Hong Kong law.

Appleby has also acted as BVI and Cayman counsel to Deutsche Bank in respect of a US$180 million syndicated secured loan facility granted to NIT Education Group Ltd. Guaranteed by and secured over the assets of certain of NIT Education’s shareholders and subsidiaries, the loan facility will be used by NIT Education to refinance an existing facility entered into by NIT Education’s sole shareholder, as well as for general corporate purposes. Founded in 2004, NIT Education is the leading operator of international K-12 schools targeting domestic students in China, with a fully-owned campus in Beijing and joint venture campuses in Shanghai, Chengdu and Dalian. Hong Kong senior associate Rupen Shah led the transaction whilst Allen & Overy Hong Kong acted as onshore counsel.

Baker & McKenzie‘s member firms in Malaysia, Singapore and Indonesia have advised the underwriters, namely UBS AG Hong Kong Branch, UBS Securities Hong Kong Ltd and DBS Asia Capital Ltd, in respect of Nirvana Asia Ltd’s US$261 million IPO on the HKSE which listed on 17 December 2014. The IPO included a domestic offering of securities in Hong Kong and an international offering of securities under Rule 144A and Regulation S of the US Securities Act. Malaysia-based Nirvana Asia provides integrated premium death care services in Malaysia, Singapore and Indonesia and is the largest integrated death care service provider in Asia in terms of contract sales, revenue and land bank. Partner Munir Abdul Aziz led Malaysia member firm Wong & Partners as Malaysian counsel whilst Singapore member firm Baker & McKenzie.Wong & Leow, led by principals Andrew Martin, Yanni Long, Lynette Low and Chen Yih Pong, acted as Singapore counsel and Indonesia member firm Hadiputranto, Hadinoto & Partners, led by partner Iqbal Darmawan, acted as Indonesia counsel.

Clifford Chance has advised Shangri-La Asia in respect of its 1 for 7 rights issue raising approximately HK$4.9 billion (US$632m). Shangri-La is listed on the HKSE and has a secondary listing on the SGX. Applications from existing shareholders were received for approximately 75 percent of the shares on offer with the balance being taken up by the Kuok Group, the underwriter for the rights issue. Shangri-La intends to use the net proceeds to repay group bank loans to save interest costs, fund capital expenditure for ongoing hotels and development projects and as general working capital. However, the group will subsequently and progressively continue to draw down bank loans to fund its ongoing development projects. The group has a substantial development pipeline with upcoming projects in Hong Kong, Mainland China, Indonesia, Mongolia, Myanmar, the Philippines, Sri Lanka and Ghana. Head of M&A Asia Pacific Roger Denny, supported by partner Neeraj Budhwani, led the transaction.

Clifford Chance is also advising Carlyle Asia Partners IV, Carlyle’s flagship Asia buyout fund, in respect of its up to US$483 million acquisition from General Electric of an indirect 36.8 percent stake in HKSE-listed satellite operator Asia Satellite Telecommunications Holdings Ltd (AsiaSat). The acquisition, announced on 23 December 2014, triggers a potential unconditional mandatory general offer for the 25.6 percent of shares in AsiaSat held by the public (the remaining 37.8 percent being held indirectly by CITIC Group with whom Carlyle is acting in concert for the purposes of the offer) at up to HK$26 (US$3.35) per share which values AsiaSat at HK$10.17 billion (US$1.3b). Following closing of the offer, the intention is for AsiaSat to pay a special dividend to all of its shareholders of US$600 million, its share of the proceeds which Carlyle will use to repay its acquisition financing for the transaction. The acquisition is subject to regulatory conditions, including PRC and EU merger control filings and Hong Kong Communications Authority approvals, and is expected to close in approximately three months, following which the mandatory general offer will be launched and is expected to close a month later. Private equity and M&A partner Simon Cooke, assisted by partners Matthew Truman, Wendy Wysong and Richard Blewett, is leading the transaction.

Deacons has advised China Merchants Securities (HK) Co Ltd, as the sole sponsor, and the underwriters in respect of Canvest Environmental Protection Group Company Ltd’s global offering and Main Board-listing on the HKSE which launched on 15 December 2014. Canvest Environmental Protection is a leading pure play waste-to-energy provider focused solely on the development, management and operation of waste-to-energy plants in the PRC. Partner Ronny Chow led the transaction which was valued up to approximately HK$1.2 billion (US$154.8m), subject to the exercise of the over-allotment option.

Deacons is also advising Haitong International Capital Ltd, as the sole sponsor, and the underwriters in respect of SiS Mobile Holdings Ltd’s spin-off and Main Board-listing on the HKSE by way of distribution in specie and global offering. SiS Mobile, which is expected to be listed on the HKSE on 15 January 2015, is a leading mobile phones distributor in Hong Kong. It is currently a wholly-owned subsidiary of SiS International Holdings Ltd, which has been listed on the Main Board of the HKSE since 1992. Partner Sabrina Fung is leading the transaction which is valued up to HK$40.3 million (US$5.2m), subject to the offer size adjustment option. Cleary Gottlieb Steen & Hamilton is advising SiS Mobile Holdings Ltd as to Hong Kong law whilst Appleby is advising as to Cayman Islands law.

Hogan Lovells has acted for Kingfisher plc, Europe’s leading home improvement retailer, in respect of a binding agreement to sell a controlling 70 percent stake in its B&Q China business to Wumei Holdings Inc for a total cash consideration of £140 million (US$212m). Partner Nicholas Cheffings and Beijing corporate partner Jun Wei, assisted by partners Karen Hughes, Guy Potel and Tom Brassington, led the transaction which is conditional on MOFCOM (Ministry of Commerce) approval.

Howse Williams Bowers has advised BBI Life Sciences Corp in respect of its HK$230 million (US$29.7m) global offering and listing of its shares on the Main Board of the HKSE. Haitong International acted as the sole sponsor, sole global coordinator, sole book-runner and sole lead manager. The shares commenced trading on 30 December 2014. BBI Life Sciences is one of the leading providers, with the widest portfolio coverage, in the life sciences research products and services industry in China. It is also a leading DNA synthesis products provider in China. Partner Brian Ho led the transaction.

Howse Williams Bowers has also advised HKSE Main Board-listed Deson Development International Holdings Ltd in respect of the spin-off and separate listing of its construction and engineering contracting business, held through Deson Construction International Holdings Ltd, on the Growth Enterprise Market of the HKSE by way of placing and distribution in specie. Kingsway Capital Ltd acted as the sponsor whilst Kingsway Financial Services Group Ltd acted as the book-runner and lead manager. The shares commenced trading on 8 January 2015. Deson Construction, including its subsidiaries, is a contractor in the building industry in Hong Kong and the PRC. It is one of the top 10 contractors in Hong Kong providing building construction works, electrical and mechanical engineering works and fitting-out works. Partner Chia Ching Tan led the transaction which is the first company listing in 2015 on the HKSE.

J Sagar Associates has advised FIL Capital Investments (Mauritius) II Ltd in respect of its INR510 million (US$8.2m) investment by acquiring compulsorily convertible preference and equity shares of Cygnus Medicare Private Ltd. The existing investor, Somerset Indus Healthcare Fund I, also invested INR60 million (US$966,498) in series B investment in Cygnus, a company engaged in providing tertiary care and multi-specialty care through its chain of hospitals in India. Partner Manvinder Singh led the transaction. Somerset was represented by Economic Law Practices Mumbai whilst Cygnus was represented by DSK Legal.

J Sagar Associates has also advised Rico Auto Industries Ltd in respect of the sale of its 50 percent equity stake in its former joint venture FCC RICO Ltd to its joint venture partner FCC Co Ltd Japan. Rico Auto exited the JV for INR4.95 billion (US$79.9m). Partners Venkatesh Raman Prasad, Akshay Nagpal and Amitabh Kumar led the transaction which closed on December 2014. FCC Co was represented by Khaitan & Co Mumbai.

Luthra and Luthra Law Offices has advised Apollo Health and Lifestyle Ltd (AHLL) in respect of its acquisition of 100 percent share capital of Nova Specialty Hospitals Private Ltd from Nova Medical Centers Private Ltd. AHLL, which has close to 100 operational centres in India and Middle East, is a wholly-owned subsidiary of Apollo Hospital Enterprises Ltd. Post transaction, Nova Specialty will own 11 hospital centres in various cities across the country. Partner Deepak THM, assisted by partner designate Ashish Prasad, led the transaction.
Majmudar & Partners has represented Carnival Films Private Ltd in respect of the acquisition of 100 percent equity stake of Glitz Cinemas, the multiplex business house of Stargaze Entertainment Private Ltd led by the Network18 Group. The 100 percent equity stake was purchased from Capital18 Fincap Private Ltd and Sumant Bhargava. Headquartered in Mumbai, Carnival Cinemas operates multiplexes across India. Partner Rukshad Davar led the transaction which will add 30 screens to Carnival’s existing screens.

Norton Rose Fulbright has advised a syndicate of banks in respect of a US$1.5 billion prepayment financing for the purchase of commodities from a Chinese supplier. The syndicate of banks include Deutsche Bank AG Hong Kong Branch as coordinating mandated lead arranger, ABN AMRO Bank NV Hong Kong Branch, BNP Paribas Hong Kong Branch, Coöperatieve Centrale Raiffeisen-Boerenleenbank BA (also known as Rabobank International) Hong Kong Branch, DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd, ING Belgium, Brussels, Geneva Branch, Natixis Hong Kong Branch, Société Générale Hong Kong Branch, Standard Chartered Bank (Hong Kong) Ltd, United Overseas Bank Ltd, BHF-Bank Aktiengesellschaft, Credit Suisse AG, ICICI Bank Ltd Singapore Branch, National Australia Bank Ltd, Raiffeisen Bank International AG, Westpac Banking Corp, Zürcher Kantonalbank, Chang Hwa Commercial Bank Ltd Singapore Branch, ICBC (London), Taiwan Cooperative Bank Manila Offshore Banking Branch and DZ Bank AG Deutsche Zentral-Genossenschaftsbank and Frankfurt AM Main Hong Kong Branch as lenders. The transaction involved a US$1.5 billion syndicated structured steel prepayment finance facility to a BVI company for the purchase certain commodities from Chinese supplier Tangshan Iron & Steel Group Co Ltd and to on-sell such commodities to Duferco Asia Pte Ltd and Duferco SA. This prepayment financing is structured with a common terms agreement and stand-alone facility agreement(s) which will allow the borrower and the lenders to participate in future facilities pursuant to the common terms agreement. Singapore banking and finance partner Yu-En Ong led the transaction.

Sidley Austin has represented LDK Solar Co Ltd in respect of its efforts to restructure more than US$700 million in claims owed by LDK and its subsidiaries incorporated under the laws of several jurisdictions. On 21 November 2014, the US Bankruptcy Court granted the final approval, following favorable rulings from the High Court of Hong Kong and the Grand Court of the Cayman Islands, for LDK to complete the international restructuring of its off-shore liabilities. The transaction is believed to be the first judicially approved, multi-jurisdictional debt restructuring of its kind for a China-based entity. After about 10 months of contractual negotiations and judicial proceedings, the restructuring gained the overwhelming support of LDK’s creditors in Asia, Europe and the US. To implement the restructuring of its complex offshore debt arrangements, LDK commenced parallel proceedings in Hong Kong, the US and the Cayman Islands.

Simpson Thacher has represented Linekong Interactive Co Ltd, one of the leading mobile game developers and publishers in China, in respect of its IPO in the HKSE and Rule 144A/Regulation S offering of approximately 74 million ordinary shares prior to the exercise of the over-allotment option. The offering raised approximately HK$724.9 million (US$93.5 million) in gross proceeds. Linekong Interactive’s ordinary shares are listed on the Growth Enterprise Market of the HKSE. Citigroup and Macquarie acted as joint sponsors and, with CCB International, as joint global coordinators, joint book-runners and joint lead managers. Partners Celia Lam and Leiming Chen led the transaction which closed on 30 December 2014. Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel. Davis Polk & Wardwell acted for the underwriters.

Skadden has represented Ctrip.com International Ltd in respect of its acquisition of a majority stake in Travelfusion Ltd. Ctrip.com is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China. In terms of transaction volume, it is the largest online consolidator of accommodations and transportation tickets in China. Travelfusion is a UK-based leading online Low Cost Carrier travel content aggregator and innovator of Direct Connect global distribution solutions. Travelfusion’s Direct Connect distribution platform enables users to search and book travel and accommodation through Travelfusion’s booking technologies and facilitates global payment and settlement solutions. Hong Kong corporate partners John Adebiyi and Julie Gao led the transaction which was announced on 5 January 2015.

Skadden has also represented Bitauto Holdings Ltd, a leading provider of internet content and marketing services for China’s fast-growing automotive industry, in respect of an agreement with JD.com Inc, the leading online direct sales company in China, and Tencent Holdings Ltd, a leading provider of comprehensive internet services in China, whereby JD.com and Tencent will invest approximately US$1.3 billion in Bitauto and US$250 million in Bitauto subsidiary YiXin Capital Ltd which is primarily engaged in e-commerce-related automotive financing. Upon closing, JD.com and Tencent will hold approximately 25 percent and 3.3 percent of Bitauto’s outstanding shares on a fully diluted basis, respectively; JD.com will have one seat on Bitauto’s board of directors; and JD.com and Tencent will also hold 17.7 percent and 26.6 percent of YiXin Capital, respectively. Upon completion of the transactions, the three companies will form a strategic partnership to work together to provide enhanced online automotive transaction services to car buyers across China. Hong Kong corporate partner Julie Gao led the transactions which were announced on 9 January 2015 and are expected to close in the first half of 2015, subject to customary closing conditions.

Weerawong, Chinnavat & Peangpanor has advised PTT Public Company Ltd in respect of the issuance of up to β12 billion (US$365m) unsecured and subordinated debentures to public investors, including PTT existing debentures holders of PTTC14DA and PTTC14DB and new retail investors. The debentures are rated AAA (tha) by Fitch Ratings (Thailand). Bangkok Bank Pcl, Krung Thai Bank Pcl, The Siam Commercial Bank Pcl and KASIKORNBANK Pcl are underwriters. Partner Veeranuch Thammavaranucupt led the transaction which closed on 12 December 2014.

Weerawong, Chinnavat & Peangpanor has also advised Siam Commercial Bank in respect of the joint venture with CPB Equity, Kasikornbank, True Internet Data Center, and Supernap International to establish Supernap (Thailand) Company Ltd, ASEAN’s largest data center. Located in the Hemaraj Chonburi Industrial Estate, the Supernap data center has been granted the best available tax privilege promotion from the Thai Board of Investment. Senior associates Sunyaluck Chaikajornwat and Panuwat Chalongkuamdee led the transaction which is valued at approximately β4 billion (US$121.7m) and closed on 22 December 2014.

WongPartnership is acting as Singapore counsel for Olam International Ltd in respect of the acquisition of the global cocoa business of Archer Daniels Midland Company for approximately US$1.3 billion. Joint managing partner Rachel Eng and partners Annabelle Yip and Kevin Ho are leading the transaction.

WongPartnership is also acting for Keppel Land Ltd in respect of its joint venture with Shwe Taung Junction City Development Co Ltd and City Square Development Pte Ltd to develop a 23-storey Grade A office tower as part of the Junction City mixed-use development in Yangon, Myanmar. Partners Low Kah Keong and Teo Hsiao-Huey are leading the transaction.

Deals – January 21, 2015

0
Davis Polk has advised Renhe Commercial Holdings Company Ltd in respect of its cash tender offers and consent solicitations for all of its outstanding 11.75 percent senior notes due 2015 and 13 percent senior notes due 2016. Renhe Commercial Holdings is a PRC-based underground shopping center operator and developer that focuses on the operation and development of stand-alone underground shopping centers for wholesale and retail sales of apparel and accessories in China. Partner William F Barron led the transaction whilst Norton Rose Fulbright acted as Hong Kong counsel and Conyers Dill & Pearman as Cayman Islands and British Virgin Islands counsel. Sidley Austin advised the deal manager.

Appleby has acted as Cayman Islands counsel to Fortune Real Estate Investment Trust (Fortune REIT) in respect of its acquisition of Aqualand Investment Ltd which indirectly owns Laguna Plaza in Hong Kong. The transaction involved Fortune REIT acquiring all shares in Aqualand from Jadeland Investment Ltd and taking on the assignment of loans which Aqualand owes to Jadeland for approximately HK$1.9 billion (US$245m). The transaction marked Fortune REIT’s first-ever acquisition from an independent third party. Fortune REIT, sponsored by Cheung Kong group, is dual-listed in Singapore and Hong Kong and holds a portfolio of 17 private housing estate retail properties across Hong Kong. Laguna Plaza is a shopping centre within the large scale private housing estate in Kwun Tong. Hong Kong corporate partner Judy Lee led the transaction whilst Woo Kwan Lee & Lo advised on Hong Kong law. Baker & McKenzie advised the vendor as to Hong Kong law.

Baker & McKenzie‘s securities team has acted as Hong Kong counsel for Asiaray Media Group Ltd in respect of its HK$660 million (US$85m) global offering. Asiaray’s shares commenced trading on the HKSE on 15 January 2015. Asiaray operates in the out-of-home advertising industry in China and Hong Kong. Out-of-home advertising includes billboards, light box displays, neon signs and LED displays, as well as various forms of advertising spaces and media in airports, metro lines and other transportation. Asiaray has an extensive nationwide network of media resources covering 33 cities in Greater China, comprising operations at 26 airports, 10 metro lines and over 340 billboards and building solutions. Partner and head of the Securities Practice Group in Hong Kong and China Elsa Chan, assisted by Shanghai-based partner Lance Chen, led the transaction whilst Baker & McKenzie, Jun He Law Offices and Maples and Calder advised as to Hong Kong law, PRC law and Cayman Islands law, respectively. BOCI Asia Ltd, the sole sponsor, and the underwriters were advised by Mayer Brown JSM as to Hong Kong law and Commerce & Finance Law Offices as to PRC law.

Clifford Chance has advised Essel-Clean Solu Hydropower Private Ltd in respect of the US$142.5 million financing of a run-of-the-river hydroelectric power plant with a total installed capacity of 82 MW in Solukhumbu District in the Eastern Development Region in Nepal. The project is the largest private sector energy project and the first private financing in Nepal undertaken by both international and domestic lenders. Dutch development bank Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden NV (FMO) led the bank consortium, which includes DEG-Deutsche Investitions-und Entwicklungsgesellschaft mbH, The OPEC Fund for International Development, GuarantCo, Prime Commercial Bank Ltd, Nepal SBI Bank Ltd, Jalvidhyut Lagani Tatha Bikas Company Ltd, Prabhu Bank Ltd and Siddhartha Bank Ltd. Construction on the project is expected to commence in March 2015. Essel-Clean Solu Hydropower is part of Indian conglomerate Essel Group’s infrastructure business. Bangkok partner Joseph Tisuthiwongse, assisted by partner Matthew Buchanan, led the transaction.

ELP has advised Tano India Private Equity Fund II in respect of its investment in MSH Sarees Private Ltd (Jashn) through subscription to such number of compulsorily convertible preference shares and equity shares in the company, such that it now holds a significant minority stake in the company. MSH Sarees provides textile products and offers designer sarees, fusion wear, salwar kameezes and bridal wear. The company was founded in 2002 and is based in Mumbai. Partner Suhail Nathani and associate partner Vinayak Burman led the transaction which closed on 9 January 2015. BMR Legal advised MSH Sarees Private Ltd.

ELP has also advised Next Radio Ltd in respect of a writ petition filed by Phonographic Performance Ltd challenging six compulsory licenses of Next Radio for its six radio stations operating at Ahmedabad, Bangalore, Chennai, New Delhi, Kolkatta and Pune. The petition was filed primarily on the ground that the Copyright Board vide its order dated 25 August 2010 had granted a compulsory license to Next Radio Ltd only in respect of its radio station at Mumbai and the act of the Registrar, Copyright Board in granting compulsory licenses for additional six radio stations is unlawful. The petition asked for the cancellation of the said six compulsory licenses. In its judgment issued on 9 January 2015, the Delhi High Court dismissed the petition. Partner Kirat Nagra led the transaction.

J Sagar Associates has advised KOKI TECHNIK Transmission Systems GmbH in respect of the Indian leg of its acquisition by AVICEM KOKI GmbH & Co KG (AVIC). The global transaction involved acquisition of KOKI and its subsidiaries by AVIC, a subsidiary of the Chinese state-owned AVIC Group (Aviation Industry Corp of China). The India leg involved AVIC’s acquisition of an indirect stake in Best KOKI Automotive Private Ltd, a joint venture company of KOKI TECHNIK Transmission Systems GmbH and Best Auto Ltd. KOKI supplies the automotive industry with seat mechanisms and components, complete metal structures for car seats as well as transmission parts. Partner Aashit Shah led the transaction whilst Khaitan & Co advised as to Indian law. AVIC was advised by Gleiss Lutz as to German law and by Jia Yuan Law Offices as to Chinese law.

J Sagar Associates has also represented ACI Worldwide Inc before the Competition Commission of India (CCI) in respect of an allegation of abuse of dominance and imposition of anti-competitive vertical restraints by Financial Software and Systems Private Ltd (FSS). FSS filed an information with the CCI, on the basis of which the CCI concluded existence of a prima facie case of contravention by ACI and directed investigation to be ensued by the Director General. In addition, the CCI granted an interim stay on the allegedly contravening conduct of ACI. ACI operates payment and settlement systems. Partner Amitabh Kumar led the transaction. Financial Software and Systems was represented by Luthra and Luthra.

Khaitan & Co has advised Valyoo Technologies Private Ltd (VTPC), TR Capital II LP and existing investors IDG Ventures India I LLC and Unilazer Ventures in respect of the approximately INR135 crores (US$21.9m) Series C round of funding in VTPC by TPG Growth II SF PTE Ltd, IDG Ventures India I and TR Capital II. VTPC runs the e-commerce platform Lenskart.com, India’s largest online eyewear portal which sells prescription eyeglasses, sunglasses and contact lenses. Partner Bhavik Narsana, associate partner Niren Patel and executive director Daksha Baxi led the transaction.

Khaitan & Co has also advised Deutsche Bank AG Singapore Branch in respect of the issue by Century Ltd, a Jersey-based wholly-owned direct subsidiary of Indiabulls Real Estate Ltd, of 10.25 percent guaranteed senior notes due 2019 of an aggregate principal amount of US$175 million. The notes are listed on the SGX-ST. Executive director Sudhir Bassi, associate partner Ashwin Bishnoi and partner Sanjay Sanghvi led the transaction.

Latham & Watkins has advised the underwriters, composed of Citibank, HSBC, JP Morgan, Deutsche Bank, Goldman Sachs, CICC, ICBC International and BOCOM International, in respect of China Shenhua Energy’s international bond market debut which raised US$1.5 billion from a three-tranche unsecured deal. China Shenhua Energy is the largest coal company in the world and one of China’s leading state-owned enterprises. Rated Aa3/AA-, China Shenhua Energy is one of 53 companies owned by China’s State-Owned Assets Supervision and Administration Commission. The bonds included three US$500 million tranches, with three, five and ten year maturities. The deal closed more than two times oversubscribed, attracting an order book of about US$3.8 billion. The five year tranche proved the most popular, with orders for US$1.6 billion. Beijing partner Allen Wang and Hong Kong partners Ji Liu and David Blumental led the transaction.

Luthra and Luthra Law Offices has acted as domestic counsel to CLSA India Private Ltd, India Infoline Ltd and Inga Capital Private Ltd as the book-running lead managers in respect of a qualified institutions placement of Tree House Education & Accessories Ltd. With a deal size of approximately INR2 billion (US$32.4m), the transaction involved the issue of approximately 4.5 million equity shares of face value INR10 (US$0.16) each at a price of INR440 (US$7.14) per equity share. Partner Manan Lahoty led the transaction.

Mayer Brown JSM has advised BOCI Asia as the sole sponsor, sole global coordinator, sole book-runner and sole lead manager in respect of the HK$660 million (US$85m) Asiaray global offering and listing on the HKSE. Founded in 1993 in Hong Kong, Asiaray is now a leading out-of-home media company with a strategic focus on airport and metro line advertising in the PRC, including Hong Kong. It is one of the two out-of-home media resources companies operating in the metro lines in Hong Kong. Proceeds from the global offering will be used, among other matters, to expand media resources at airports and metro lines. Corporate and securities partner Billy Au led the transaction.

Minter Ellison has advised the consortium, owned 50 percent by NZX / ASX-listed asset manager Infratil Ltd and 50 percent by the government-owned New Zealand Superannuation Fund, in respect of its acquisition of 100 percent of the RetireAustralia group, Australia’s fourth largest retirement village operator, for A$640.2 million (US$526m). The vendors were the specialist investment funds JP Morgan Global Special Opportunities Group and Morgan Stanley Real Estate Investing. Partners Adrian Varrasso (Tax) and Jeremy Blackshaw (M&A), supported by partners Robin Lyons (Retirement Villages & Aged Care), John Riley (Tax), David Eterovic (Finance), Bart Oude-Vrielink (M&A) and Joanne Dunne (Tax), led the transaction which was signed on 24 December 2014 and completed on 31 December 2014. Herbert Smith Freehills advised RetireAustralia.

Norton Rose Fulbright has advised BNP Paribas as mandated lead arranger and book-runner in respect of a US$320 million 3-year syndicated structured copper pre-payment facility to Hong Kong Xiangguang. This was the largest syndication in 2014 for the non-ferrous metal industry in China. The syndicated facility was guaranteed by Yanggu Xiangguang Copper Co Ltd, launched to the market at US$200 million and was oversubscribed with US$320 million in commitments. Other mandated lead arrangers were Deutsche Bank, ING, Westpac, ABN Amro, SMBC and Bank of China. The facility was supported by a SAFE-registered guarantee from a Chinese parent, Yanggu Xiangguang Copper Co Ltd. A risk participation was backed by a guarantee from the parent of the offtaker and by a full range of security, which included an assignment of all main commercial contracts, charge of accounts and a fixed and floating charge over the related goods and assets of the borrower. Hong Kong banking partner Davide Barzilai led the transaction which closed on 12 December 2014.

Norton Rose Fulbright has also advised BNP Paribas Securities (Asia) Ltd as the sole sponsor, sole book-runner and sole lead manager in respect of the HK$120.6 million (US$16.6m) Hong Kong IPO of Oriental University City Holdings (HK) Ltd which listed on the Growth Enterprise Market of the HKSE on 16 January 2015. Oriental University City owns and leases education facilities, primarily teaching buildings and dormitories, to education institutions in China. It also leases various supporting facilities to its tenants. The ultimate controlling shareholder of Oriental University City is SGX-listed Raffles Education Corp. Hong Kong corporate partner Winnie Chan led the transaction.

Paul Hastings has advised the placement agents in respect of Ayala Land Inc’s US$356 million top-up placement. Ayala Land is a leading diversified property developer in the Philippines. Proceeds of the placement will support Ayala Land’s capital expenditure program for 2015, which is estimated at PHP100 billion (US$2.24b). Corporate partner Steven Winegar led the transaction.

Paul Hastings has also advised SoftBank Corp as the lead investor in respect of the US$600 million Series D financing of KuaiDi Dache, a leading mobile taxi booking app in China. SoftBank and its subsidiaries and associates offer a comprehensive range of mobile communications, fixed-line communications and internet services around the world. Alibaba Group and Tiger Global participated in the financing, which aims to expand and improve KuaiDi Dache’s services in China. Corporate partner and Greater China office chair David Wang led the transaction.

Rodyk & Davidson has acted for Grand Apex Holdings Pte Ltd in respect of the voluntary conditional cash offer to acquire all the issued and paid-up ordinary shares in Popular Holdings Ltd. The offer values Popular Holdings at approximately S$255 million (US$190.45m). The offer was made by CIMB Bank Berhad Singapore Branch, for and on behalf of Grand Apex Holdings Pte Ltd, to delist and privatise Popular Holdings, a Singapore household brand name that has been listed on the Mainboard of the SGX-ST since 11 April 1997. The privatisation would result in Popular Holdings being wholly-owned by Singapore citizens and better enable it to apply to the relevant Singapore authorities for the cancellation of the Qualifying Certificate and the issue of a clearance certificate under Section 10 of the Residential Property Act (Chapter 274) of Singapore, which will not contain certain deadlines on sale of units prescribed under the Qualifying Certificate. Corporate partners Ng Eng Leng and Chan Wan Hong led the transaction.

Rodyk & Davidson is also acting for Asset Legend Ltd, a company controlled by Hong Kong’s Cheung Kong Group, in respect of its acquisition of a piece of land at Upper Serangoon Road for S$276.8 million (US$206.7m). This is the last Government land sale for the year 2014. This piece of land, currently used for commercial purpose, is pre-approved for a residential development with a specified amount of commercial retail space. This is a 99-year leasehold site and situated within walking distance from the Kovan MRT. Real estate partner Lee Liat Yeang is leading the transaction.

Skadden has represented AdChina Ltd and a group of existing shareholders in respect of a trade sale of AdChina’s existing and newly issued share capital to Alibaba Group. The deal was announced on 14 January 2015. AdChina operates a leading integrated internet advertising platform in China, provides advertisers with targeted nationwide access to Chinese consumers, and enables publishers who use its platform to better monetize their traffic. Corporate partners Julie Gao (Hong Kong) and Peter Huang (Beijing) led the transaction.

Sullivan & Cromwell has represented Credit Suisse Securities (USA) LLC as financial adviser to NYSE-listed Bitauto Holdings Ltd (China) in respect of its sale of 25 percent shares to JD.com Inc (China) and 3.3 percent shares to an affiliate of Tencent Holdings Ltd (China) for an aggregate consideration of US$1.3 billion. Hong Kong corporate partners Michael G DeSombre and Kay Ian Ng led the transaction which was announced on 9 January 2015.

Weerawong, Chinnavat & Peangpanor has advised Country Group Securities Plc (CGS), a leader in the Thai securities industry, in respect of an innovative company structure which will allow CGS to pursue new business opportunities. This deal is the first of its kind under the Notification of the Capital Market Supervisory Board Re: Shareholding and management restructuring of listed companies (Notification No. Tor. Jor. 34/2552). Although the notification was passed in 2009, it had never been interpreted and utilized by a listed company to create a business entity outside of the securities industry. Listed companies will find restructuring easier in the wake of CGS’s groundbreaking deal. Under the CGS shareholding and management restructuring, Country Group Holdings Plc (CGH) was set up as a new holding company to launch a tender offer for a share swap of CGS shares. CGS was then delisted and CGH was listed on the Stock Exchange of Thailand. The restructuring will position the new entity for expansion in the ASEAN Economic Community to be implemented next year. Partner Peangpanor Boonklum led the transaction.

Weerawong, Chinnavat & Peangpanor has also represented Thanachart Bank Public Company Ltd in respect of the β1.7 billion (US$52m) credit facility to Tassapon Bijleveld for his big lot acquisition of shares in Stock Exchange of Thailand-listed Asia Aviation Public Company Ltd (AAV) from AAV’s existing major individual shareholders. Partner Passawan Navanithikul led the transaction.

WongPartnership is acting for the purchaser in respect of the acquisition of AXA Tower, a 50-storey distinctive circular office building in the central business district of Singapore, with a balance lease term of about 66.5 years, from asset management giant BlackRock through MGPA Fund II for approximately S$1.18 billion (US$886m). Partners Carol Anne Tan and Chan Sing Yee are leading the transaction.

WongPartnership is also acting for Southern Capital Group in respect of its voluntary conditional offer for UE E&C Ltd for approximately S$337.5 million (US$253.4m). Joint managing partner Ng Wai King and partners Jason Chua, Christy Lim and Tan Beng Lee are leading the transaction.

Deals – 23 December 2014

0
Allens has advised DUET Group in respect of its A$397 million (US$323m) fully underwritten, non-renounceable pro rata entitlement offer. The equity raising for DUET Group, an ASX-listed owner of energy utility assets in Australia, is expected to allow the group to provide medium-term funding for growth at operating companies United Energy and Multinet Gas, to strengthen the credit outlook of the Dampier to Bunbury Pipeline, and to suspend its Distribution and Dividend Reinvestment Plan for at least three years. Partner Marc Kemp led the transaction.

Allens is also advising CCCC International Holdings in respect of its proposed acquisition of John Holland, one of Australia’s leading engineering and contracting services providers, from Leighton Holdings. CCCI is a wholly-owned subsidiary of China Communications Construction Company, a company listed on the Hong Kong and Shanghai stock exchanges and the fourth largest construction company in the world by revenue. CCCI has agreed to acquire John Holland from Leighton Holdings for an enterprise value of approximately A$1.15 billion (US$936.33m). CCCI views John Holland as an important acquisition representing significant progress in its international development strategy, in light of its strong competence in road, rail, tunnelling, water, building and especially transportation services in Australia. Partner Wendy Rae, supported by partners Tom Story and Anthony Arrow, is leading the transaction which was announced on 12 December 2014 and is subject to customary closing conditions. Herbert Smith Freehills is advising Leighton Holdings.

Appleby has advised Dalian Wanda Commercial Properties Co Ltd in respect of its planned listing on the Main Board of the HKSE. A joint stock limited company incorporated in the People’s Republic of China, Dalian Wanda is the largest commercial property developer and luxury hotel owner in China. The firm provided offshore opinions on Bermuda, BVI and Jersey laws to support Dalian Wanda’s listing application. The firm previously advised Dalian Wanda in respect of the listing of US$600 million 4.875 percent guaranteed bonds due 2018 listed on the Main Board of the HKSE on 22 November 2013. Hong Kong-based corporate partner Judy Lee led the transaction whilst Reed Smith Richards Butler advised as to HK law and Tianyuan Law Firm advised as to PRC law.

AZB & Partners has advised ASL Aviation Group in respect of its acquisition of the Farnair Group, including its Indian subsidiary Quikjet Cargo Airlines Private Ltd. Partner Nandish Vyas led the transaction which was completed on 3 / 4 December 2014.

AZB & Partners is also advising UFO Moviez India Ltd in respect of its IPO which was announced on 19 December 2014 and is yet to be completed. Partner Varoon Chandra is leading the transaction which was valued at approximately US$118.5 million.

Clayton Utz is advising Otto Energy Ltd in respect of its divestment of 100 percent of the shares in Galoc Production Company WLL (GPC) to Nido Petroleum Ltd for US$108 million. GPC is the holder of Otto’s 33 percent interest in the Galoc oil field. Perth corporate advisory/M&A partner Matthew Johnson is leading the transaction.

Clayton Utz is also advising ASX-listed uranium miner Peninsula Energy Ltd in respect of its A$69.4 million (US$56.5m) equity and debt funding to enable Peninsula to complete stage one construction and commence production at its Lance ISR projects in Wyoming. The funding arrangements include a A$16.8 million (US$13.68m) institutional placement, a A$52.6 million (US$42.8m) accelerated renounceable entitlement offer and a US$15 million debt facility. Perth corporate partner Matthew Johnson led the transaction.

Clifford Chance has advised NYSE-listed Apache Corp in respect of the sale of its interests in the Wheatstone and Kitimat LNG projects to ASX-listed Woodside Petroleum Ltd for US$2.75 billion. The Houston-headquartered oil and gas exploration and production company has agreed to sell its interests in Wheatstone LNG in Western Australia and in Kitimat LNG in Alaska, along with accompanying upstream oil and gas reserves, to Woodside. Partner Michael Lishman, assisted by Apache relationship partner and senior litigation partner Ben Luscombe, corporate partners Justin Harris and Dave Poddar, led the transaction.

Clifford Chance has also advised BAIC Motor Corp Ltd in respect of its US$1.42 billion H-share listing on the HKSE. A total of 1.24 billion shares were offered at HK$8.90 (US$1.15) per share, raising HK$11.03 billion (US$1.42b). Proceeds will be used for investment into production facilities, new car development and to pay down debts. BAIC Motor, a subsidiary of Beijing Automotive Group Co Ltd, is China’s fifth-largest domestic carmaker and is partially owned by Germany’s Daimler AG which holds a 12 percent stake. Beijing corporate partners Tim Wang and Jean Yu, supported by Hong Kong partner Fang Liu, led the transaction.

Clyde & Co has advised publicly-listed Kingspan Group, a global leader in high performance building materials, in respect of its addition to its existing operations in the Middle East with the acquisition of PAL Middle East. The transaction involved the acquisition of multiple entities in Dubai and the Indian subcontinent. Abu Dhabi regional head of corporate Niall O’Toole led the transaction.

Davis Polk has advised Merrill Lynch, Pierce, Fenner & Smith Incorporated and another investment bank as representatives of the underwriters in respect of JD.com Inc’s secondary offering of approximately 26 million American Depositary Shares, each representing two Class A ordinary shares. The selling shareholders include certain DST Global funds, a fund managed by Hillhouse Capital and a company controlled by a Capital Today China Growth fund. Total proceeds of the secondary offering were approximately US$619 million. The ADSs are listed on the NASDAQ Global Select Market. JD.com is the leading online direct sales company in China. The company provided same-day delivery in 130 counties and districts under its 211 program and next-day delivery in another 815 counties and districts across China as of 30 September 2014. Partners James C Lin and John D Paton led the transaction. JD.com was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Zhong Lun Law Firm as to PRC law and Maples and Calder as to Cayman Islands law. The underwriters were advised by Jun He Law Offices as to PRC law.

Davis Polk has also advised the initial purchasers, comprising of Credit Suisse Securities (Europe) Ltd, Goldman Sachs (Asia) LLC, The Hongkong and Shanghai Banking Corp Ltd, JP Morgan Securities plc, VTB Capital plc and another investment bank, in respect of a US$250 million Regulation S offering by HKSE-listed Logan Property Holdings Company Ltd of its 9.75 percent high-yield notes due 2017. Shenzhen-based Logan is a property developer with projects in 13 cities in China and a focus on the development of residential properties targeted at first-time homebuyers and upgraders. Partners William F Barron and John D Paton led the transaction whilst Haiwen Partners advised as to PRC law. Logan Property Holdings was advised by Sidley Austin as to US and Hong Kong laws, Conyers, Dill & Pearman as to BVI and Cayman Islands laws and Commerce & Finance Law Offices as to PRC law.

Deacons has advised China Merchants Securities (HK) Co Ltd, as the sole sponsor, and the underwriters in respect of the Main Board IPO of Canvest Environmental Protection Group Company Ltd. Launched on 15 December 2014, the IPO is expected to raise up to HK$1.165 billion (US$150.25m), subject to the exercise of over-allotment option. Canvest Environmental Protection is a leading pure play waste-to-energy provider focused solely on the development, management and operation of waste-to-energy plants in the PRC. The company is expected to list on the Main Board of the HKSE on 29 December 2014. Corporate finance partner Ronny Chow led the transaction. King & Wood Mallesons acted as Hong Kong counsel for Canvest Environmental Protection.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised on the merger of PT Bank Himpunan Saudara 1906 Tbk (Bank Saudara) with PT Bank Woori Indonesia (Bank Woori), the lending arm of Woori Financial Group, one of South Korea’s largest financial holding companies. The merger allows Woori Bank Korea to own 66.65 percent of Bank Saudara within a year after its acquisition of 33 percent of shares of Bank Saudara in early 2014. Woori Bank Korea will be the first financial institution in Indonesia allowed to exceed the 40 percent limit after the issuance of Bank Indonesia’s Regulation No. 14/8/PBI/2012 on Limitations of Ownership in Banks. Woori Bank Korea is utilizing an exemption provided by Article 15 of the regulation to own beyond the 40 percent limit due to the conversion of the merger. Without the merger, Woori Bank Korea would have to wait for at least 18 months before it would be allowed to own more than 40 percent of Bank Saudara. Partner Erwandi Hendarta and Indah N Respati led the transaction.

Hogan Lovells has advised the underwriters, which include UBS AG Hong Kong Branch, DBS Asia Capital Ltd and CIMB Securities Ltd, in respect of the US$261 million Hong Kong IPO and Rule 144A placing of Nirvana Asia Ltd, the largest integrated death care service provider in Asia. Hong Kong-based partner Jamie Barr and US securities partner Thomas Tarala led the transaction.

J Sagar Associates has advised First Carlyle Ventures III (The Carlyle Group) in respect of its purchase of 54.8 percent equity shares of Newgen Knowledge Works Private Ltd from the exiting PE investors Aureos South Asia Fund (Holdings) LLC, ePlanet Ventures Mauritius Ltd and Franklin Templeton Asset Management (India) Private Ltd. Newgen Knowledge Works is an integrated publishing and data services company combining traditional typesetting skills with ePublishing technologies. It offers typesetting, art work, scanning, indexing, pagination, editing and project management for the publishing industry and data conversion services for both the publishing and non-publishing segments. The company was founded in 1996 and is based in Chennai, Tamil Nadu. Partner Aarthi Sivanandh led the transaction. Aureos South Asia Fund (Holdings) LLC was represented by Khaitan & Co; Franklin Templeton Asset Management (India) Private Ltd was represented by BMR Legal. The company and promoter were represented by Universal Legal.

J Sagar Associates has also advised Symphony Teleca India Corp Private Ltd in respect of its acquisition of significant shareholding of Aditi Technologies Private Ltd. Symphony Teleca delivers innovative SaaS / Cloud enterprise software products, mobile software products and solutions, big data and analytic services and solutions and integrated demand-side solutions that combine all of these capabilities. Aditi specializes in cloud technologies and services and has around 300 shareholders, comprising of non-residents, non-resident Indians, (erstwhile) overseas corporate bodies and resident shareholders. Acquisition of shares from these shareholders are governed, inter alia, by India’s exchange control regulations. Since the deal involved payment of earnout and creation of indemnity escrow accounts, approval from the RBI was obtained. Purchase of the remaining shares is expected in the next few months, once regulatory approval for the same is obtained. Partners Vivek K Chandy, Raj Ramachandran and Malini Raju led the transaction. Symphony Teleca was also represented by Orrick, since Aditi has operations in the USA and the UK. Aditi was represented by Nishith Desai Associates Bangalore.

Khaitan & Co has advised Maharashtra Hybrid Seeds Co Ltd (Mahyco) in respect of its acquisition of controlling stake in three seed companies, namely Quton Seed Company Private Ltd, Quton Ltd and Quton Tanzania Ltd (Zimbabwe, Malawi and Tanzania). Mahyco is one of the largest seed companies and is a pioneer of high quality hybrid and open pollinated seed. It is focused on research and development, production, processing and marketing of seeds for India’s farming fraternity. Partner Haigreve Khaitan and associate partner Iqbal Khan led the transaction.

Khaitan & Co has also advised Oman India Joint Investment Fund (OIJIF) in respect of its investment of approximately US$15.8 million in equity share capital of GSP Crop Science Private Ltd. OIJIF is a joint venture between State Bank of India and State General Reserve Fund. Associate partner Niren Patel led the transaction.

Kirkland & Ellis has represented NYSE-listed Qihoo 360 Technology Co Ltd, a leading Internet company in China, in respect of forming a strategic partnership with HKSE-listed Coolpad Group Ltd, a leading smartphone company in China, by investing US$409.05 million for a 45 percent equity interest in Coolpad Ecommerce Inc, a wholly-owned subsidiary of Coolpad. The JV will primarily focus on mobile terminal products distributed through internet as the primary channel. The JV will leverage on Coolpad’s extensive experience in smartphone design, manufacturing, supply chain management and aftermarket services while benefiting from Qihoo 360’s strong capability in mobile app development and online marketing. The JV will market smartphones under “Dazen” brand, one of the leading e-commerce smartphone brands in China. Hong Kong corporate partners David Zhang and Frank Sun, with Hong Kong corporate partner Jamii Quoc and Chicago intellectual property partner Min Wang, led the transaction which was signed on 16 December 2014.

The Law Office of Salman M Al-Sudairi, in association with Latham & Watkins, has advised the Saudi Arabian Mining Company (Ma’aden) in respect of a US$1.5 billion rights issue with an offering price of SAR23 (US$6.12) per share, representing a 26.3 percent increase in Ma’aden’s share capital which now stands at more than SAR11.5 billion (US$3.06b). Ma’aden is the largest mining company in the Middle East and among the world’s fastest growing. The issue represents one of the largest rights issues ever in the Middle East and one of the few under the new tradable rights framework in the Kingdom of Saudi Arabia. This deal is one of the few issuances under the new tradable rights framework in Saudi Arabia and the first where shares were offered at a premium instead of at par. Only registered shareholders receive these rights, which grant their holder the eligibility to either subscribe to one new share at the offer price or trade such right on the Saudi Stock Exchange (Tadawul) pursuant to the new tradable rights framework. HSBC Saudi Arabia acted as financial advisor and lead manager. Partner Salman Al-Sudairi, with partner Sami Al-Louzi, led the transaction.

Majmudar & Partners has represented Carnival Films Private Ltd in respect of the acquisition of 100 percent equity stake of ‘Big Cinemas’, the multiplex business house of Reliance Mediaworks led by Reliance Group. The deal value is INR700 crores (US$110.5m). Mumbai-based Carnival Cinemas operates multiplexes across India. The transaction will skyrocket Carnival’s total screens to over 300, making it the third largest multiplex operator in the country behind PVR and Inox Leisure. Partner Rukshad Davar led the transaction. J Sagar Associates, led by partners Akshay Chudasama, Jay Gandhi and Gaurav Singhi, advised Reliance MediaWorks.

Norton Rose Fulbright has advised Renhe Commercial Holdings Company Ltd in respect of its “trilogy” transactions which consist of proposed rights issue, bank financing and tender offers. Once completed, the rights issue will be the first to be conducted by an eligible HKSE issuer since the commencement of the Shanghai-Hong Kong Stock Connect (SHKSC). Renhe’s “trilogy” transactions, one of the first of its kind in the capital markets, are inter-conditionally structured. The rights issue is conditional upon certain conditions in the tender offers being fulfilled or waived; the issuance of the loans is conditional upon the tender offers and rights issue; and the financing of the tender offers by way of a combination of syndicated and bilateral loans is based on the utility of proceeds raised from the rights issue and the loans. Renhe was one of the selected eligible HKSE issuers whose securities are eligible for southbound trading through the SHKSC which commenced on 17 November 2014. The rights issue, when completed, will be the first rights issue conducted by an eligible HKSE issuer since the commencement of the SHKSC. The gross proceeds of the rights issue amounted to approximately US$436 million and are fully underwritten by Haitong International Securities Company Ltd. Hong Kong corporate partner Psyche Tai, assisted by partner Peter Haslam, led the transaction. Mayer Brown JSM, Davis Polk & Wardwell, Sidley Austin, Allen & Overy, Jingtian & Gongcheng, Walkers Global and Conyers Dill & Pearman also advised on the transaction.

Norton Rose Fulbright has also advised HSBC, Morgan Stanley, Deutsche Bank, CITIC Securities and UBS as joint sponsors, joint global coordinators and joint book-runners in respect of BAIC Motor Corp Ltd’s HK$12.1 billion (US$1.56b) global offering and its IPO on the Main Board of the HKSE. BAIC Motor is the fifth-largest domestic carmaker in China and will be the second-largest passenger vehicles manufacturer listed on the HKSE. Its businesses in China cover the proprietary brand of Beijing Motor, the premier passenger vehicle brand of Mercedes-Benz and the mid to high-end brand of Beijing Hyundai’s through its joint venture with Hyundai Motor. The dealings in BAIC Motor’s H Shares on the HKSE commenced on 19 December 2014. Hong Kong corporate partners Psyche Tai and Winnie Chan led the transaction.

Orrick, Herrington & Sutcliffe is representing Zhejiang Jiayuan Real Estate Group (Jiayuan Group) in respect of its acquisition of Jiangsu Five Star Appliance Co Ltd from NYSE-listed Best Buy Co Inc, the world’s largest consumer electronics chain. Jiangsu Five Star, a China division of Best Buy, is the fourth-largest appliance and consumer electronics retailer with 184 stores located in Jiangsu, Anhui, Zhejiang, Shandong, Henan, Sichuan and Yunnan. The acquisition show an expansion of Jiayuan Group, one of the largest real estate groups operating in 20 cities across China. Jiayuan Group will benefit from Jiangsu Five Star’s retail network for supporting and strengthening its commercial real estate development. The transaction also marks Best Buy’s exit from the China market, without affecting its continuous investment in other China-based private label operations. The deal, which is subject to regulatory approval, is expected to close in the first quarter of 2016. Shanghai corporate partner Jeffrey Sun is leading the transaction.

Simpson Thacher’s Hong Kong office has represented Alibaba Group Holding Ltd in respect of its US$50 million further investment in Momo Inc as part of a concurrent private placement with Momo’s NASDAQ IPO. Alibaba Investment Ltd, a wholly-owned subsidiary of Alibaba Group, purchased approximately 7.4 million Class A ordinary shares from Momo at a price per share equal to the IPO price adjusted to reflect the ADS-to-ordinary share ratio for approximately US$50 million. Alibaba Group is the largest online and mobile commerce company in the world in terms of gross merchandise volume. In the twelve months ended 30 September 2014, its China retail marketplaces generated US$328 billion of GMV. Momo is a mobile-based social networking platform in China. Alibaba Group made its previous investments in Momo in 2012 and 2013. After this further investment, Alibaba Group holds a 20.8 percent equity interest in Momo. Partner Leiming Chen led the transaction.

Simpson Thacher is also representing Blackstone’s Tactical Opportunities Fund in respect of its S$367 million (US$278.9m) investment, made alongside investments from CIMB Bank Berhad, Labuan Offshore Branch and City Developments Ltd (CDL), in a platform that will invest in the cashflows of CDL’s properties in Sentosa Cove, Singapore called the Quayside Collection. The Quayside Collection, an upscale integrated development on the resort island of Sentosa, comprises the 5-star W Singapore – Sentosa Cove Hotel, Quayside Isle (a waterfront F&B and retail property) and condominium apartments at The Residences at W Singapore – Sentosa Cove. Partner Anthony King is leading the transaction.

Skadden has represented Tuniu Corp, a Chinese online leisure travel company, in respect of the issuance and sale of US$148 million newly issued class A ordinary shares to a group of investors consisting of JD.com E-commerce (Investment) Hong Kong Corp Ltd (a special purpose vehicle of JD.com Inc), Ctrip Investment Holding Ltd (a subsidiary of Ctrip.com International Ltd), Unicorn Riches Ltd (a special purpose vehicle of Hony Capital) and the respective personal holding companies of Tuniu’s chief executive officer and chief operating officer. Hong Kong corporate partners Julie Gao and Will Cai led the transaction which was announced on 15 December 2014.

Skadden has also represented Credit Suisse as solicitation agent in respect of the high yield bonds consent solicitation by HKSE-listed PRC real estate developer Powerlong Real Estate Holdings Ltd. The consent solicitation involved amendments to the restricted payment covenants under the indentures governing the company’s US$250 million principal amount of 11.25 percent senior notes due 2018 and RMB800 million (US$128.6m) principal amount of 9.5 percent senior notes due 2016. Hong Kong corporate partner Edward Lam led the transaction which closed on 12 December 2014.

SSEK Indonesian Legal Consultants, a Jakarta-based full-service corporate and commercial law firm, has advised Rolls-Royce on all Indonesian aspects in respect of its US$1.2 billion global sale of its energy gas turbine and compressor business to Siemens. Rolls-Royce Plc had a presence in Indonesia through its subsidiary Rolls-Royce Industrial Power Engineering (Overseas Projects) Ltd which, since 2012, had a Foreign Construction Services Company Representative Office in the country. Partner Ira A Eddymurthy led the transaction whilst Addleshaw Goddard acted as primary counsel.

SSEK has also acted as sole counsel to Thai Containers Group Co Ltd in respect of its US$6.1 million acquisition of PT Indoris Printingdo, an Indonesian box and packaging manufacturer. A subsidiary of SCG Paper, Thai Containers Group is the largest corrugated containers manufacturer in Southeast Asia. Partner Fahrul S Yusuf led the transaction.

Sullivan & Cromwell has represented China Investment Corp (China), CITIC Capital (Hong Kong) and Boyu Capital (China) in respect of their sale of secondary shares in Alibaba Group Holding Ltd (China) resulting in approximately US$1.4 billion in aggregate proceeds. Corporate partners Alexandra D Korry (New York) and Chun Wei (Hong Kong) led the transaction which was completed on 18 September 2014.

Sullivan & Cromwell is also representing Lion Capital and Bumble Bee Foods LLC in respect of Bumble Bee’s acquisition by Thai Union Frozen Products Public Company Ltd (TUF) from Lion Capital for US$ 1.51 billion. TUF is the world’s largest processor of shelf-stable tuna products. Bumble Bee Foods, North America’s largest branded shelf-stable seafood company, is privately owned by Pan-Atlantic private equity firm Lion Capital. The acquisition will allow Thai Union Group to improve operating efficiencies in raw material sourcing and production, as well as advancing in innovation and new product development, particularly in North American markets. For Bumble Bee Foods, combining the business with Thai Union Group will lower costs, improve efficiency and create the global leader in the shelf-stable seafood space. Completion of the acquisition is expected in the second half of 2015, subject to clearance by the US antitrust authorities and other closing conditions. Chairman Joseph C Shenker and partner Krishna Veeraraghavan are leading the transaction which was announced on 19 December 2014.

Weerawong, Chinnavat & Peangpanor Ltd has advised Nomura Asia Investment (Singapore) Pte Ltd in respect of a voluntary tender offer of the shares of Capital Nomura Securities Public Company Ltd (CNS), an equity affiliate located in Bangkok. The Nomura Group launched the tender offer with the intention of making CNS a consolidated subsidiary. CNS has 25 branch offices in Thailand and conducts a growing securities business which includes retail and wholesale functions with a wide range of clients. In recent years, CNS has pursued expansion into surrounding countries, such as Laos, Myanmar and Cambodia, where growth is expected to accelerate. Partners Peangpanor Boonklum and Pakdee Paknara led the transaction which was valued at approximately β3.36 billion (US$102.2m).

Weerawong, Chinnavat and Peangpanor Ltd. advised E for L Aim Public Company Limited in the THB 3,400 million financing obtained from the syndication of KASIKORNBANK Public Company Limited and CIMB Thai Bank Public Company Limited for the acquisition of the entire shares of Wuttisak Clinic Inter Group Company Limited (WCIG), the largest beauty clinic in Thailand, through WCI Holding Co., Ltd. WCIG has 120 branches in Thailand as well as 11 franchised branches in Lao PDR, Cambodia, Vietnam and Myanmar. The deal closed on December 4, 2014. The transaction was led by Passawan Navanithikul, Partner and Nattaporn Pengkul, Senior Associate.

Weil, Gotshal & Manges is representing Hahn & Company, a South Korea-based private equity firm, in respect of its pending acquisition with Hankook Tire Co Ltd of an approximately 70 percent stake in Halla Visteon Climate Control Corp from Visteon Corp. Asia private equity head Peter Feist is leading the transaction.

Deals – 17 December 2014

0
Akin Gump is advising Newforest Ltd in respect of its US$109 million acquisition of 63 percent of the issued capital of HKSE-listed Greenheart Group Ltd, 40 percent of Greenheart Resources Holdings Ltd and certain shareholder loans from Emerald Plantation Holdings Ltd (EPHL) and its group of companies. Signed on 31 October 2014, the deal was announced by Greenheart on 12 December 2014. Greenheart owns, grows and exports forestry assets, including timber and lumber products from forests in Suriname and New Zealand, for the growing wood deficit in China. The transactions are subject to approval from the Overseas Investment Office of New Zealand, the independent shareholders of Greenheart and the Takeovers Executive of the Securities and Futures Commission of Hong Kong. Upon closing, the transactions will trigger an obligation for Newforest to make a mandatory general offer to the shareholders of Greenheart in compliance with The Code on Takeovers and Mergers in Hong Kong. Newforest is a consortium led by Chow Tai Fook Enterprises Ltd, a diversified, Hong Kong-based company engaged in the property development, hotel, casino, transportation, jewelry, port and telecommunications businesses. EPHL is a new company formed to receive substantially all of the assets, including its subsidiaries, of Sino-Forest Corp following the implementation of the plan. Hong Kong corporate partner and head of Asia practice Greg Puff, assisted by partners William Rosoff (Beijing), Chen Li (Beijing), Zachary Wittenberg (Hong Kong/New York) and Matthew Puhar (Hong Kong), is leading the transaction.

Allen & Gledhill has advised Puma International Financing SA as issuer and Puma Energy Holdings Pte Ltd as guarantor in respect of the issue of €200 million (US$249.7m) 4.5 percent senior notes due 2022. The notes are listed on the official list of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF market of the Luxembourg Stock Exchange. Partners Bernie Lee and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Perennial China Retail Trust group in respect of the S$290 million (US$222.34m) facilities provided by DBS Bank Ltd, Standard Chartered Bank and their affiliate institutions in the People’s Republic of China to finance, inter alia, general corporate funding and capital expenditure requirements of Perennial China. Partner Lim Wei Ting led the transaction.

Allens has advised WestConnex Delivery Authority in respect of the widening of Sydney’s M4 motorway, the first construction contract for the WestConnex road project. Under the contract which was signed on the first week of December 2014, the Rizzani De Eccher Leighton joint venture will widen Sydney’s M4 between Parramatta and Homebush from three lanes to four. Construction will begin in early 2015. Partner Leighton O’Brien led the transaction whilst Ashurst also acted for Westconnex.

Allens has also advised APA Group, Australia’s largest natural gas infrastructure business, in respect of its US$5 billion purchase of the Queensland Curtis LNG (QCLNG) pipeline from the BG Group. The firm also advised APA on its A$1.8 billion (US$1.48b) capital raising to partly fund the acquisition. The 543-km pipeline links gas fields in the Surat Basin to the QCLNG LNG plant at Gladstone. Partners Guy Alexander and Kate Towey led the transaction which is the second biggest M&A deal in Australia in 2014, after the sale of Queensland Motorways to Transurban, on which the firm also advised.

AZB & Partners is advising Tata Capital Healthcare Fund I, Tata Capital Growth Fund I, Beta TC Holdings Pte Ltd, Alpha TC Holdings Pte Ltd and HBM Private Equity India in respect of their acquisition of approximately 45 percent of the share capital of Sai Life Sciences Ltd for approximately US$30.9 million. Senior associate Ratnadeep Roychowdhury is leading the transaction which was signed on 8 November 2014 and is yet to be completed.

AZB & Partners has also advised Pfizer Ltd and Wyeth Ltd in respect of the merger of Wyeth with Pfizer which took effect on 1 December 2014. Partner Nandish Vyas led the transaction which was valued at approximately US$211.8 million.

Cheung & Lee, in association with Locke Lord (HK), has advised Investec Capital Asia Ltd, the sole sponsor, and the underwriters in respect of the HK$135 million (US$17.4m) share offer and listing on the Main Board of the HKSE of shares by Global International Credit Group Ltd, one of the top ten licensed money lenders in Hong Kong by revenue and value of loans outstanding. The shares listed on 12 December 2014. Hong Kong-based partner Michael Fung led the Locke Lord team. Global International Credit Group Ltd was advised by PC Woo & Co as to Hong Kong law and Maples and Calder, led by partner Greg Knowles, as to Cayman Islands law.

Clifford Chance has advised a group of underwriters, including China International Capital Corp, BofA Merrill Lynch and ABC International, in respect of CGN Power Co Ltd’s US$3.16 billion listing on the HKSE. The deal was priced at the top end of the price range at HK$2.78 (US$0.36) per share, raising HK$24.52 billion (US$3.16b), and making it the largest listing in Hong Kong and the second largest in the region so far this year. It also marks the first time a nuclear operator has listed in the HKSE. The deal drew record demand from institutional and retail investors and was the most heavily oversubscribed IPO in Hong Kong in recent years. The IPO also attracted a solid list of investments from 18 cornerstone investors, including China Southern Power Grid, China Yangtze Power, CLP, China Development Bank International, GIC, China Life Insurance, China Reinsurance, Och-Ziff, Value Partners, Cinda Sino-Rock, China Minmetals, China Alpha and Chow Tai Fook. CGN Power is China’s largest nuclear power producer and currently operates 11 nuclear power generating units, mainly in Guangdong. Proceeds will be used for acquisitions and for expansion of existing nuclear facilities. Corporate partner Amy Lo, supported by US securities partner Fang Liu, led the transaction.

Clifford Chance has also co-advised Haitong Securities Co Ltd in respect of its proposed acquisition of Banco Espirito Santo de Investimento (BESI) for approximately US$467 million from Portuguese banking group Novo Banco SA. The deal is subject to regulatory approvals. BESI is a fully licensed bank which has a number of controlled core subsidiaries in Brazil, the UK, India, Ireland, Mexico and Portugal. BESI also develops its activities through its branches in London, Madrid, New York and Warsaw. Its main activities include equity financing, debt financing, acquisition financial advisory, project finance and acquisition finance, among others. Haitong Securities is China’s second-largest securities firm by market value and is listed on the Shanghai Stock Exchange and the HKSE. Corporate partner Cherry Chan, supported by partner Virginia Lee in Hong Kong and partner Jean Thio in Shanghai, led the transaction whilst Garrigues Portugal SLP Sucursal acted as the other co-counsel advising on the Portuguese law aspects.

Dentons has advised Feiyu Technology International Company Ltd, a developer and operator of mobile and web games in China, in respect of its IPO and the related listing of its shares on the HKSE. The offering, which consisted of a HKSE public offering and a concurrent Rule 144A/Reg S placement, raised approximately US$85 million, excluding the over-allotment option. Citi and BofA Merrill Lynch acted as joint sponsors, joint global coordinators and joint book-runners. Hong Kong partners Gordon Ng and Guangqin Wei, with support from Shanghai partners Mitch Dudek and Alex Wang and New York partner Walter Van Dorn, led the transaction.

Dhir & Dhir Associates has advised IFCI Ltd, which is owned and controlled by the Government of India, and the lead managers, composed of SBI Capital Markets Ltd, A K Capital Services Ltd, Edelweiss Financial Services Ltd and RR Investors Capital Services Private Ltd, in respect of IFCI’s Tranche-I public issue of secured, redeemable, non-convertible debentures aggregating up to the shelf limit of INR2,000 crores (US$314.4m). The base issue size was INR250 crores (US$39.3m) with an option to retain over-subscription up to the shelf limit of INR2,000 crores. The issue, which was subscribed five times, was closed on 21 November 2014. Associate partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised India Infrastructure Finance Company Ltd (IIFC), which is wholly-owned by the Government of India, in respect of the INR5.2 billion (US$81.7m) financial assistance under its takeout finance scheme to Adhunik Power & Natural Resources Ltd for its 270MW coal-based thermal power project at Padampur and Srirampur, Saraikela–Kharsawan district in the State of Jharkhand. Under the scheme, IIFC agreed to takeout part of the exposure of some of the consortium members to the project and to become part of the said consortium comprising of 16 banks and financial institutions led by the State Bank of India. Associate partner Girish Rawat also led the transaction.

ELP has advised Bharti Airtel Ltd in respect of petitions filed before the Telecom Disputes Settlement and Appellate Tribunal New Delhi challenging the demand notices of the Department of Telecommunication Government of India imposing INR650 crores (US$103.8m) penalty upon Bharti Airtel for alleged violation of certain license conditions. The penalty had been imposed in 2013 for an alleged violation which took place in 2002-2005 and the matter stood closed from Department of Telecommunication in 2005 itself. The Telecom Disputes Settlement and Appellate Tribunal has pronounced judgment on 9 December 2014 in favour of Bharti Airtel. Managing partner Rohan Shah and partners Jyoti Pawar and Kirat Nagra led the transaction.

Fenwick & West has represented China Electronics Corp (CEC), the largest state-owned IT company in China with integrated industry chains and strong distribution channels and technology forces, in respect of its joint acquisition with Shanghai Pudong Science and Technology Investment Co Ltd (PDSTI) of Nasdaq-listed Montage Technology Group Ltd, a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets. The merger values Montage’s equity at approximately US$693 million on a fully diluted basis. Montage’s shareholders approved the transaction on 31 July 2014 and all of the other conditions to the completion of the transaction have been satisfied or waived. The acquisition is a new effort in CEC building and developing the global integrated circuits ecosystem pursuant to the company strategy. Corporate partners Eva Wang, David Michaels, Gordy Davidson, Bill Hughes and Ken Linhares, securities litigation partner Felix Lee, antitrust partner Mark Ostrau and executive compensation and employee benefits partner Blake Martell led the transaction.

Gibson, Dunn & Crutcher has represented the placement agents in respect of Ayala Corp’s approximately US$275 million top-up placement. Ayala Corp is one of the Philippines’ largest conglomerates, with interests in real property, banking, telecommunications, water, energy and infrastructure. CLSA Ltd acted as the sole global coordinator and, together with Credit Suisse (Singapore) Ltd, as joint book-runner and placement agent. BPI Capital Corp acted as domestic book-runner and placement agent. The placement was an overnight bookbuilt offering structured as a top-up placement by Mermac Inc wherein all the proceeds will be received by Ayala Corp. Ayala Corp intends to use the raised cash proceeds to fund existing and potential projects in the infrastructure and power sectors. Corporate partners Patricia Tan Openshaw (Hong Kong), Graham Winter (Hong Kong) and Alan Bannister (New York) led the transaction whilst Angara Abello Concepcion Regala & Cruz Law Office acted as Philippine counsel.

Gide has advised Petit Bateau, a famous French clothing brand with nearly 400 stores in over 60 countries, in respect of its China distribution partnership with Fung Kids Ltd, a subsidiary of Hong Kong-based Fung Group Ltd. As part of the partnership, Petit Bateau will open its first three retail stores in Mainland China (Beijing, Shanghai and Qingdao) dedicated to their babies and children’s apparel brand in 2015. This distribution agreement is important to Petit Bateau, as it provides access to a new demographic of consumers in the rapidly growing babies and children’s wear segment of the Chinese market. Shanghai partner Antoine de la Gatinais and Hong Kong partner Gilles Cardonnel led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised Citibank NA in respect of a US$200 million and approximately IDR2.4 trillion (US$188.3m) syndicated loan agreement to PT Charoen Pokphand Indonesia Tbk, the country’s largest producer of poultry feed, day-old chicks and processed chicken. The loan will be used for business expansion and working capital. Partner Erwandi Hendarta led the transaction.

J Sagar Associates has advised French company SYSTRA SA in respect of its acquisition of SAI Consulting Engineers Private Ltd (SAI), a company based out of Ahmedabad which provides engineering consultancy services in transportation, buildings and environment. SYSTRA has acquired a majority stake in SAI whilst the remaining shareholding is expected to be acquired a few years later. Partner Rupinder Malik led the transaction. SAI was represented by Economic Laws Practice Mumbai.

Khaitan & Co has advised First Source Ltd in respect of its acquisition of a minority strategic stake in NanoBI Data and Analytics Private Ltd. First Source provides innovative, customer-centric Business Process Management (BPM/BPO) solutions to the world’s leading organizations across telecommunications and media, banking and financial services, insurance, healthcare and publishing industries. Associate partner Ashish Razdan led the transaction.

Khaitan & Co has also advised Sun Pharmaceutical Industries Ltd (India) on the Competition law aspects in respect of its acquisition of 100 percent of Ranbaxy Laboratories Ltd (India) in an all-stock transaction for approximately US$4 billion. This is the first transaction in India which was examined in the more detailed “Phase II” by the Competition Commission of India (CCI). This is also the first transaction in which the CCI has proposed any form of structural remedies, which would eliminate the adverse effects on competition which could be caused by a combination, in the opinion of the CCI. Partner Avaantika Kakkar led the transaction.

Kirkland & Ellis has represented CICC and Goldman Sachs as joint sponsors and joint global coordinators in respect of the IPO and listing on the HKSE of Yangtze Optical Fibre and Cable Joint Stock Ltd Company (YOFC), the number one optical fibre preform, optical fibre and optical fibre cable supplier in China and one of the world’s leading companies in the sector. The global offering was priced at HK$7.39 (US$0.95) per H share for a total offering size of approximately US$152 million, without taking into account any exercise of the over-allotment option. The listing took place on 10 December 2014. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Henry Cheng and Steve Lin led the transaction.

Latham & Watkins has advised PT Pertamina (Persero) in respect of the signing of a series of Memoranda of Understanding (MOU) for the upgrade and expansion of five refinery facilities in Indonesia at an estimated cost of approximately US$25 billion. The MOUs were signed with Saudi Aramco, China Petroleum and Chemical Corp (Sinopec) and JX Nippon Oil and include the redevelopment of the Cilicap, Balongan, Plaju, Dumai and Balikpapan refineries. Singapore-based partners Clarinda Tjia-Dharmadi, Joseph Bevash, Michael Sturrock, Stephen McWilliams and Rod Brown led the transaction.

Luthra and Luthra Law Offices has advised Servizi Italia SpA in respect of a joint venture with Shashi Bhushan Balain, CEO of Shubhram Hospital Solutions Private Ltd. Listed on the STAR segment of the Italian Stock Exchange, Servizi Italia is a leader in offering integrated services of hiring, washing and sterilization of textile materials and surgical instruments for hospitals. The company also deals in other high added-value services to the hospital sector in Italy, Brazil and Turkey. With this deal closure, the JV company to be based in Delhi will carry on providing laundry wash services, wash-hire services, linen sterilization services, surgical instruments sterilization services and supply of surgical instruments to hospitals. Partner Deepak THM led the transaction. Shashi Bhushan Balain was advised by Phoenix Legal.

Luthra and Luthra Law Offices has also advised in respect of the 100 percent acquisition of Greatway Estates Ltd, a wholly-owned subsidiary of Anant Raj Ltd, by Essel Group for INR304 crores (US$48.53m). Anant Raj is a listed company on the Bombay Stock Exchange. Anant Raj Group is one of the leading construction and infrastructure developers in North India and is headquartered in New Delhi. It is engaged in the development of residential and commercial buildings, including hotels, malls, SEZs, etc. Managing associates Manish Gupta and Sachit Mathur led the transaction.

Majmudar & Partners has represented Midmark Corp, a leading US-based manufacturer of medical, dental and veterinary equipment, in respect of its acquisition of Janak Healthcare Private Ltd. Headquartered in Dayton, Ohio, USA, Midmark has additional manufacturing locations in France and Italy. Janak is the leading manufacturer of hospital beds in India and is well known for high quality products and decades of superior customer service. Managing partner Akil Hirani led the transaction.

Maples and Calder has acted as Cayman Islands counsel to JD.com Inc (JD), a NASDAQ-listed Cayman Islands company which is a leading online direct sales company in China, in respect of its secondary offering of approximately 26 million American depositary shares, each ADS representing two Class A ordinary shares of the company. The transaction closed on 8 December 2014. The ADSs were priced at US$23.80 each and the offering raised approximately US$619 million. The ADSs were sold by certain selling shareholders whilst JD itself did not sell any ADSs nor receive any proceeds. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC acted as representatives of the underwriters. Davis Polk & Wardwell advised the underwriters.

Maples and Calder has also acted as Cayman Islands counsel for leading Chinese mobile social network company Momo Inc in respect of its IPO of 18.4 million American depositary shares. Priced at US$13.50 per ADS, the offering is expected to raise approximately US$248 million. The ADSs were listed on the Nasdaq on 11 December 2014. Beijing-based Momo, which is backed by Alibaba Group Holding Ltd’s investment arm, is a mobile-based social networking platform with over 180 million users that utilizes location-based features to connect users. Partner Greg Knowles also led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Morgan Stanley, Credit Suisse, JP Morgan and China Renaissance Securities, the joint underwriters for the IPO, were advised by Kirkland & Ellis, led by Hong Kong corporate partners David Zhang and Ben James.

Paul Hastings has advised Morgan Stanley as the sole placing agent, global coordinator and book-runner in respect of Ping An Insurance Group Company of China Ltd’s US$4.75 billion private placement of new H-shares. The placement marks the largest primary follow-on offering in the financial institutional group sector globally over the past three years. The transaction is also reportedly the largest H-share placement ever and one of the largest primary follow-on offering in Asia Pacific (excluding Japan) over the past 10 years. Ping An is a Shenzhen-based integrated financial services conglomerate with three core businesses, including insurance, banking, and investment. Net proceeds will be used to fund its business development and replenish its equity and working capital. Partner Sammy Li, chair of the Hong Kong office, and Hong Kong capital markets partner Edwin Kwok, with US capital markets partner Steven Winegar advising on the US law aspect, led the transaction.

Proskauer has represented leading hotel operator Accor in respect of its announced agreement to form a strategic and long-term alliance with Huazhu Hotels Group (also known as China Lodging Group) to create the most prominent and diversified hotel company in China, one of the largest and fastest-growing domestic travel markets. Under the agreement, Huazhu will become Accor’s exclusive master franchisee operating and developing in Mainland China, Mongolia and Taiwan for the economy (ibis and ibis Styles brands) and midscale (Novotel and Mercure brands) segments, as well as the upscale Grand Mercure brand. Accor will continue to lead the ownership and development of all its luxury and other upscale brands in China, including Sofitel, Pullman, MGallery and The Sebel. Moreover, Accor will take a 10 percent stake in China Lodging Group and a seat on its board. The transaction is expected to close upon completion of anti-trust review, legal restructuring, governmental approvals and other closing conditions. Accor is the world’s leading hotel operator whilst Huazhu is a leading and fast-growing hotel group in China. Partners Jeff Horwitz, head of the Lodging & Gaming Group and Private Equity Real Estate practice, and Yuval Tal, head of the Hong Kong and Beijing offices, supported by partners Stuart Rosow (Tax), Julie Allen, Roberto Bruno and Peter Castellon (Capital Markets), led the transaction.

Rajah & Tann is advising Energian Pte Ltd, a wholly-owned subsidiary of Falcon Energy Group Ltd (FEG), in respect of its voluntary conditional cash offer for the issued and paid-up ordinary shares in the capital of CH Offshore Ltd (CHO) other than those already owned, controlled or agreed to be acquired by Energian. The transaction values CHO at S$349.2 million (US$265.8m). CHO is an offshore support service provider in the oil and gas industry. The CHO Group has a track record of over 30 years in providing marine support services to the oil and gas industry worldwide. FEG is one of the leading regional players in the offshore marine and oil and gas sectors. The FEG group is principally engaged in providing a spectrum of services to global oil companies and contractors. Partners Lawrence Tan and Soh Chai Lih are leading the transaction which was announced on 11 December 2014 and is yet to be completed.

Shook Lin & Bok has acted for The Trust Company (Asia) Ltd, the trustee of Keppel DC REIT, in respect of the listing and IPO of Keppel DC REIT on the Mainboard of the SGX-ST which raised S$512.9 million (US$393.2m). This is the largest REIT IPO on the SGX-ST for the year-to-date. Keppel DC REIT is the first data centre real estate investment trust to be listed in Asia, making it a milestone listing on the SGX-ST. Partners Tan Woon Hum and Andrea Ng led the transaction.

Shook Lin & Bok is also acting for RBC Investor Services Trust Singapore Ltd, trustee of OUE Hospitality Real Estate Investment Trust, in respect of OUE Hospitality Trust’s proposed acquisition of Crowne Plaza Changi Airport for S$290 million (US$222.3m) and the Crowne Plaza Changi Airport Extension for S$205 million (US$157m) from OUE Airport Hotel Pte Ltd, a wholly-owned subsidiary of SGX-listed OUE Ltd. Partners Tan Woon Hum and Andrea Ng are leading the transaction.

Stamford Law is advising iFast Corp in respect of its IPO and subsequent listing to the SGX-Mainboard. The company raised S$49 million (US$37.3m) and its market value is expected to be S$243.4 million (US$185m) upon listing which is the first Mainboard listing for this quarter. iFast is an internet-based investment products distribution platform and is the parent company of Fundsupermart.com and iFast Financial platforms. iFast offers services in investment administration, research and investment training, software tools, IT services and backroom functions. Proceeds from the IPO will be used mainly for M&A, expansion of the group’s business in the Chinese market and enhancing product capabilities, IT and services. Director Bernard Lui led the transaction.

Weerawong, Chinnavat and Peangpanor has advised E for L Aim Public Company Ltd (EFORL) in respect of the acquisition of the entire share capital of Wuttisak Clinic Inter Group Company Ltd (WCIG), the largest beauty clinic in Thailand, through WCI Holding Co Ltd in which EFORL holds a 60 percent equity stake and indirectly becomes the major shareholder of WCIG. Partner Weerawong Chittmittrapap led the transaction which was valued at β4.5 billion (US$137m) and closed on 4 December 2014.

WongPartnership has acted for DBS Bank Ltd, Standard Chartered Securities (Singapore) Pte Ltd, Credit Suisse (Singapore) Ltd, Deutsche Bank AG Singapore Branch and Goldman Sachs (Singapore) Pte as the joint book-runners and underwriters in respect of the listing of Keppel DC REIT on the main board of the SGX under Regulation S to raise approximately S$512.9 million (US$393.2m). Keppel DC REIT is the first data centre real estate investment trust to be listed in Asia. Joint managing partner Rachel Eng, partners Colin Ong and Tan Teck Howe led the transaction which is reportedly the largest IPO of a real estate investment trust on the SGX year-to-date.

WongPartnership has also acted for UOL Treasury Services, a wholly-owned subsidiary of UOL Group Ltd, in respect of the establishment of its S$1 billion (US$766.6m) multicurrency medium term note programme. Partner Goh Gin Nee led the transaction.

Deals – 10 December 2014

0
Allen & Gledhill has advised the Housing Development Board in respect of the issue of S$1.1 billion (US$834.9m) fixed rate notes, S$500 million (US$379.5m) due 2019 and S$600 million (US$455.36m) due 2026, under its S$32 billion (US$24.3m) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Rowsley Ltd in respect of the establishment of its S$500 million (US$379.5m) multicurrency medium term note programme. Partners Au Huey Ling, Ong Kangxin and Sunit Chhabra led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised in respect of the financing of a 30 MW wind power project being developed by Renew Wind Energy (Rajasthan One) Private Ltd in Dangri Rajasthan. Partner Jatin Aneja and principal associate Anoop Rawat led the transaction which was valued at approximately INR141 crores (US$22.8m) and closed in September 2014.

Amarchand & Mangaldas & Suresh A Shroff & Co has also advised in respect of the execution of the project development agreement between SJVN’s SPV in Nepal and Investment Board of Nepal. Partner Jatin Aneja, principal associate Anoop Rawat and principal associate designate Prashansa Poddar led the transaction which was valued at approximately US$1 billion and closed in November 2014. Herbert Smith advised the Investment Board of Nepal.

Appleby has acted as Cayman counsel for KSL Holdings Ltd in respect of its listing on the Growth Enterprise Market Board of the HKSE on 5 December 2014, with gross proceeds of approximately HK$61.7 million (US$8m). KSL Holdings is principally engaged in the provision of engineering consulting, contracting and project management services in Hong Kong with a focus on geotechnical engineering works. KSL Holdings will use majority of the proceeds to develop its contracting business, to further strengthen its in-house engineering staff and to develop more efficient in-house computer programs. Hong Kong corporate partner Judy Lee led the transaction whilst Loong & Yeung advised as to Hong Kong law. TC & Co advised the sponsors and underwriters as to Hong Kong law.

Appleby has also acted as Cayman counsel for Yan Tat Group Holdings Ltd in respect of its listing on the Main Board of the HKSE on 8 December 2014, with gross proceeds of approximately HK$75 million (US$9.68m). Yan Tat is principally engaged in the production of quality printed circuit boards which meet the industry standards as well as the customers’ requirements. Majority of the proceeds from the offering will be used to expand production by renovating and acquiring machinery for its facility in Shenzhen. Hong Kong corporate partner Judy Lee also led the transaction whilst Li & Partners advised as to Hong Kong law and King & Wood Mallesons advised as to PRC law. DLA Piper and Jingtian & Gongcheng advised the sponsors and underwriters as to Hong Kong and PRC law, respectively.

Ashurst has advised BNP Paribas and CLSA as joint sponsors and global coordinators in respect of China Maple Leaf Education System’s HK$962 million (US$124m) IPO on the HKSE. China Maple Leaf Education Systems has become the first PRC-based international school operator listed on the HKSE. Founded in 1995, China Maple Leaf Education Systems operates over 30 schools ranging from pre-schools to high schools throughout China. Sequoia Capital is the pre-IPO investor while International Finance Corp, Edmond de Rothschild Asset Management and New China Asset Management are cornerstone investors. Hong Kong-based corporate partner Jonathan Hsui, assisted by partner Stuart Rubin on US securities law matters, led the transaction.

AZB & Partners has advised Alpha TC Holdings Pte Ltd and Tata Capital Growth Fund I, represented by Tata Capital Ltd, in respect of their acquisition of up to 17.36 percent equity shares, on a fully-diluted basis, of Standard Greases and Specialties Private Ltd. Partner Abhijit Joshi led the transaction which was valued at approximately US$20.8 million and was completed on 7 November 2014.

AZB & Partners has also advised ING Investment Management (India) Private Ltd (ING AMC) in respect of the transfer of (a) trusteeship, management and administration of the schemes of ING MF from ING AMC and Board of Trustees of ING MF to Birla Sun Life Asset Management Company Ltd (Birla AMC) and Birla TC, the asset management company and trustee company of Birla MF, and (b) right to manage the portfolio management accounts of ING AMC to Birla AMC. The transfer of schemes from ING MF to Birla MF was completed on 11 October 2014 whilst the transfer of portfolio management accounts from ING AMC to Birla AMC was completed on 20 October 2014. Partner Alka Nalavadi led the transaction.

Clifford Chance has advised Bangkok Bank, Kasikornbank and Standard Chartered as the joint lead managers in respect of the Kingdom of Thailand’s β76 billion (US$2.3b) inaugural government bond switching transaction. As part of its Public Debt Management Plan, the Kingdom of Thailand invited holders of LB155A bonds due May 2015 to exchange for four destination bonds with longer maturities, including LB176A due June 2017, LB191A due Jan 2019, LB21DA due Dec 2021 and amortising bonds LBA37DA due Dec 2037. Counsel Doungporn Prasertsomsuk, assisted by Hong Kong partner Matt Fairclough, led the transaction.

Clifford Chance has also advised Asian Development Bank (ADB) in respect of the sale of its entire 3.95 percent stake in Bank of Hangzhou to China Life Insurance Company Ltd, the largest commercial insurance group in China with assets exceeding RMB1 trillion (US$162b). Bank of Hangzhou is the third largest non-listed city commercial bank in China. The sale, which was conducted through a competitive auction process, completed at the end of October 2014. Corporate partner Terence Foo led the transaction.

Davis Polk is advising The Hongkong and Shanghai Banking Corp Ltd, Merrill Lynch Far East Ltd and another investment bank as joint placing agents in respect of the HK$1.72 billion (US$222m) placing of H shares by Huadian Fuxin Energy Corp Ltd, a leading diversified clean energy company in China primarily engaged in the development, management and operation of hydropower projects and coal-fired power plants in Fujian province and wind power and other clean energy projects throughout China. Huadian Fuxin’s H shares are listed and traded on the HKSE. Partners Paul Chow, Antony Dapiran and James C Lin led the transaction. Grandall was the joint placing agents’ PRC counsel.

Davis Polk has also advised DBS Bank Ltd, Morgan Stanley Asia (Singapore) Pte and another investment bank, as the arrangers and dealers, and Oversea-Chinese Banking Corp Ltd and The Hongkong and Shanghai Banking Corp Ltd, as dealers, in respect of the update of the S$8 billion (US$6b) global medium-term note program by SP PowerAssets Ltd, a wholly-owned subsidiary of Singapore Power Ltd, which is in turn wholly-owned by Temasek Holdings (Private) Ltd. It is the sole provider of electricity transmission and distribution services in Singapore and owns and maintains the electricity transmission and distribution network that delivers power to substantially all electricity consumers in Singapore. Corporate partner James C Lin and partner John D Paton led the transaction. SP PowerAssets was advised by Latham & Watkins as to US and English laws and Allen & Gledhill as to Singaporean law.

DLA Piper has acted for Sinopharm Group Company Ltd, China’s largest pharmaceutical company, in respect of the issuance of HK$5.5 billion (US$709.6m) new shares. The transaction is the third H share placement for Sinopharm since its HK$8 billion (US$1b) IPO in 2009. The placing closed on 01 December and saw approximately 198.8 million shares sold to six to ten non-retail investors at HK$28.40 (US$3.66) per share. Sinopharm will use the net proceeds of the issuance to aid the expansion of its pharmaceutical distribution and retail network as well as for working capital. Beijing office managing partner Dr Liu Wei led the transaction. Sullivan & Cromwell represented the placing agents, which included China International Capital Corp, UBS AG and Morgan Stanley.

ELP has represented Roxul-Rockwool Insulation India Pvt Ltd in respect of the challenge to the denial of grant of benefit, available by virtue of exemption notification issued under Central Excise Act 1944 (CEA), to a Special Economic Zone (SEZ) unit. The resulting decision is the first clear-cut pronouncement on issue of applicable rate of CVD at time of removal of goods from SEZ unit to DTA. Partners Naresh Thacker and Nishant Shah and associate partner Ranjeet Mahtani led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has assisted the underwriters in respect of Jababeka International BV’s US$190 million 7.5 percent guaranteed senior notes due 2019 which are unconditionally and irrevocably guaranteed by PT Kawasan Industri Jababeka Tbk and certain of its subsidiaries. Partner Erwandi Hendarta led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has also assisted Lembaga Penjamin Simpanan (LPS), Indonesia’s Deposit Insurance Corp, in respect of the acquisition of PT Bank Mutiara Tbk by J Trust Co Ltd. Bank Mutiara, which was previously known as Bank Century, was bailed out by the Indonesian government during the global financial crisis in 2008 and run by LPS. In a tender process, J Trust won the right to acquire Bank Mutiara. Partner Rambun Tjajo led the transaction.

Hunton & Williams has represented Japan Bank for International Cooperation (JBIC), Nippon Export and Investment Insurance (NEXI), and a group of commercial banks in respect of a US$4.369 billion senior secured project debt finance, letter of credit and working capital facilities to finance the construction and operation of Train 1 of a multi-train natural gas liquefaction and export facilities project on Quintana Island near Freeport, Texas. The Train 1 project will be constructed, operated and owned by Freeport LNG Expansion LP, Osaka Gas Co Ltd and Chubu Electric Power Co Inc. Osaka Gas and Chubu Electric, two of Japan’s largest utilities, will offtake and export the full capacity of the Train 1 LNG (liquefied natural gas) production under long term contracts. The Train 1 facilities are part of a planned three‐train LNG production and export facility being developed by Freeport LNG. The Train 1 debt and equity financing transactions closed and funded on 25 November 2014, concurrently with the Freeport LNG Train 2 debt and equity financing transactions. The transactions reportedly represent the largest fully non-recourse project construction financings to have ever occurred. JBIC is contributing 70 percent of the Train 1 project debt financing, with the remaining 30 percent being provided under NEXI insurance cover by Mizuho Bank Ltd, Sumitomo Mitsui Banking Corp, The Bank of Tokyo-Mitsubishi UFJ Ltd, Sumitomo Mitsui Trust Bank Ltd, Mitsubishi UFJ Trust and Banking Corp and ING Bank NV. Partner Raj Pande led the transaction.

J Sagar Associates has advised Intas Pharmaceuticals Ltd (IPL) in respect of the sale of 10.16 percent equity shares held by Mozart Ltd, a ChrysCapital fund in IPL, to Dunearn Investment Mauritius Pte Ltd, a Temasek fund. IPL is a leading, vertically integrated global pharmaceutical company from India, having end-to-end capabilities of formulation development, manufacturing and marketing along with backward integration of active pharmaceutical ingredients. Partners Nitin Potdar and Rinku Ambekar led the transaction. ChrysCapital was represented by Wadia Ghandy & Company Bangalore whilst Temasek was represented by Khaitan & Co Mumbai.

J Sagar Associates has also advised Nihon Nohyaku Co Ltd in respect of its acquisition of 74 percent equity shareholding in Hyderabad Chemical Ltd (HCL). The sale is proposed to be completed in the first quarter of 2015, subject to satisfaction of conditions precedent. HCL is engaged in the research, development, manufacturing and sale of agrochemical products in technical and formulation forms. Partner Vikram Raghani led the transaction.

K&L Gates has acted for Chishima Real Estate Co Ltd in respect of the leasing of a Boeing 737-NG to PT Garuda Indonesia. Chishima is an Osaka-based real estate company, traditionally focused on leasing land, parking lots and buildings as well as managing buildings, apartments, and shopping centres. The company expanded into aircraft leasing in 1985 and now owns 25 aircraft. This transaction is the very first Yen denominated rental aviation deal done in Indonesia and marks the first time Garuda has entered into an aircraft lease with Japanese Yen denominated rentals. Chishima is expected to enter additional contracts for B737-NGs in the future. Tokyo partner Robert Melson, supported by Tokyo partner Takahiro Kawaguchi, led the transaction.

Khaitan & Co has advised Robert Bosch GmBH and Bosch Ltd (India) in respect of the acquisition of 49 percent stake in Klenzaids Contamination Controls Ltd. The Bosch Group is a leading global supplier of technology and services. Its operations are divided into four business sectors: automotive technology, industrial technology, consumer goods, and energy and building technology. Associate partner Niren Patel, assisted by partner Adheesh Nargolkar, led the transaction.

Khaitan & Co has also advised Astral PolyTechnik Ltd in respect of the acquisition of 76 percent stake in Resinova Chemie Ltd for approximately US$34 million. Astral PolyTechnik is a listed company which manufactures and markets chlorinated polyvinyl chloride (CPVC) plumbing system. Partner Anand Mehta led the transaction.

Kirkland & Ellis has represented Citi and BAML, as joint sponsors, joint global coordinators and joint book-runners, in respect of the IPO and listing on the HKSE of Feiyu Technology International Company Ltd, a leading developer and operator of mobile and web games based in China. The total size of the global offering was approximately US$85 million, without taking into account any exercise of the over-allotment option. The listing took place on 5 December 2014. Capital markets partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Henry Cheng and Ben James led the transaction.

Luthra and Luthra Law Offices has advised ICICI Home Finance Company Ltd in respect of the issuance of secured redeemable senior bonds in the nature of non-convertible debentures for up to INR1,000 crores (US$161.7m) on a private placement basis. ICICI Home Finance, a part of ICICI Group, is one of the leaders in the Indian mortgage finance and realty space. Partner Piyush Mishra led the transaction.

Maples and Calder has acted as British Virgin Islands counsel to Huayi Finance I Ltd in respect of its issue of US$350 million 4 percent guaranteed notes due 2019. The notes are guaranteed by Huayi Group (Hong Kong) Ltd, a wholly-owned subsidiary of Shanghai Huayi (Group) Company. Deutsche Bank and ICBC International were the joint global coordinators and book-runners for the transaction. Other book-runners include DBS Bank Ltd, Morgan Stanley and UBS. Partner Jenny Nip led the transaction whilst Linklaters acted as English and Hong Kong counsel.

Norton Rose Fulbright has advised the Government of Pakistan in respect of the issue of its US$1 billion sukuk, almost ten years since its debut sukuk in 2005. This follows the Government of Pakistan’s conventional US$2 billion bond issue in April 2014, on which the firm also advised. Citigroup, Deutsche Bank, Dubai Islamic Bank and Standard Chartered acted as the deal book-runners. London debt capital markets partners Farmida Bi and Peter Young led the transaction.

Shook Lin & Bok is acting as Singapore counsel to Hong Kong-based Bluestar Elkem Investment Co Ltd, a division of the state-owned China National Chemical Corporation and one of the world’s leading companies for environment-friendly production of silicon, solar grade silicon, special alloys for the foundry industry, carbon products and microsilica, in respect of its proposed acquisition of the entire business of REC Solar ASA through a Luxembourg company for NOK4.34 billion (US$606m). REC Solar ASA is a leading global solar energy solutions provider headquartered in Norway and listed on the Oslo Stock Exchange with its production facility in Singapore. Partners Michelle Phang, Teo Mae Shaan and Chew Mei Choo are leading the transaction.

Shook Lin & Bok is also acting for EUN Holdings LLP, a special purpose vehicle incorporated in Delaware, USA and controlled by Columbia Capital V LLC and Columbia Capital Equity Partners V LP, in respect of its mandatory unconditional cash offer for all the issued ordinary shares in the capital of SGX-listed euNetworks Group Ltd which EUN Holdings and parties acting in concert with it do not own, at S$1.16 (US$0.88) per share. The transaction values euNetworks Group at over S$509 million (US$386.2m). Partners David Chong, Michelle Phang and Roy Goh are leading the transaction.

Simpson Thacher has represented Blackstone Tactical Opportunities in respect of its US$129 million investment in Australia’s National Lifestyle Villages (NVL), a greenfield developer of land-lease communities for over-45s and early retirees in Western Australia state. NVL communities have more than 1,800 residences that are home to about 2,700 people, with plans to increase to 3,100 homes and 4,600 people, as existing communities are completed over the next few years. Partner Anthony King led the transaction.

Simpson Thacher has also represented Alibaba Group Holding Ltd, the largest online and mobile commerce company in the world in terms of gross merchandise volume in 2013, in respect of its debut offering of US$8 billion aggregate principal amount of senior unsecured notes, consisting of US$300 million floating rate notes due 2017, US$1 billion 1.625 percent notes due 2017, US$2.25 billion 2.5 percent notes due 2019, US$1.5 billion 3.125 percent notes due 2021, US$2.25 billion 3.6 percent notes due 2024 and US$700 million 4.5 percent notes due 2034. The offering was conducted pursuant to Rule 144A and Regulation S. Morgan Stanley & Co International plc, Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, JP Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Goldman Sachs (Asia) LLC acted as joint book-running managers for the offering. Alibaba Group intends to use the net proceeds of the offering, together with cash on hand, to repay its existing term facility. Hong Kong corporate partners Leiming Chen and Daniel Fertig and Palo Alto partners Bill Hinman, Daniel Webb and Katharine Moir led the transaction which reportedly is the largest corporate bond offering in Asia.

Sullivan & Cromwell is representing Goldman Sachs as the lead investor in respect of its definitive agreement to acquire newly issued Series D redeemable convertible preferred shares of Woowa Brothers Corp in a transaction valued at approximately US$40 million. Woowa Brothers is a South Korean startup that operates the country’s most popular food-delivery mobile service. Its “Baedal Minjok” or “Delivery Nation” service, which processed about 4 million food-delivery orders from 145,000 registered restaurants last month, has attracted attention from a number of domestic investors. Corporate partner Michael DeSombre (Hong Kong) and tax partner Eric Wang (London) are leading the transaction which was announced on 25 November 2014.

Troutman Sanders and Danish firm Plesner have represented the China-based Trayton Group in respect of securing a US$6.4 million arbitration award against luxury brand Georg Jensen A/S Denmark for the premature termination of their franchise agreement. The Danish Arbitration Tribunal ruled that Georg Jensen must pay GJ Investment (Hong Kong) Ltd, a Trayton franchise vehicle, damages for all losses sustained, plus interests and costs. Edward Epstein from Troutman Sanders and Frants Dalgaard-Knudsen from Plesner led the transaction.

WongPartnership is acting for Perennial China Retail Trust (PCRT) in respect of the voluntary conditional offer by Perennial Real Estate Holdings Ltd (PREHL), formerly known as St. James Holdings Ltd, for all the issued units in PCRT other than those already owned, controlled or agreed to be acquired by PREHL, its related corporations and their respective nominees. Joint managing partner Ng Wai King and partner Chan Sing Yee are leading the transaction.

WongPartnership has also acted for the syndicate of lenders in respect of the S$368 million (US$279.3m) financing to Harmony Convention Holding Pte Ltd to, inter alia, refinance the existing loan facility and general corporate funding needs. Partners Christy Lim, Carol Anne Tan and Tan Beng Lee led the transaction.