Allen & Gledhill has advised DBS Bank Ltd and United Overseas Bank Ltd in respect of the S$600 million (US$459.8m) term loan facility to United Industrial Corp Ltd to refinance the general offer for Singapore Land Ltd. Partner Lim Wei Ting led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd in respect of its US$550 million capped cash tender offer in relation to its US$900 million floating rate subordinated notes. The tender offer is part of DBS’s optimisation of its capital structure under prevailing regulations. Partners Glenn Foo and Sunit Chhabra led the transaction. Allens has advised food processing company JBS Australia Pty Ltd in respect of its A$1.45 billion (US$1.23b) purchase of leading Australian smallgoods manufacturer Primo Foods. The acquisition is an important strategic move for JBS Australia and its parent company JBS, which is currently the world’s largest processor of fresh meats. The acquisition includes the purchase of Primo Foods’ five processing plants across Australia and New Zealand. Primo Foods includes well-known brands, such as Hans, Primo Smallgoods and Beehive. The acquisition, from Asia-Pacific private equity firm Affinity Equity Partners, is yet to be approved by the Foreign Investment Review Board and the Australian Competition and Consumer Commission. Partners Richard Kriedemann and John Beckinsale led the transaction. Allens has also advised insurance company Allianz Australia in respect of its purchase of the Northern Territory Government’s general insurance business. Allianz Australia has entered into an agreement with the Northern Territory Government to purchase the general insurance business of the Territory Insurance Office (TIO) and enter into a 10-year agreement to manage the Government Motor Accidents Compensation scheme. Subject to the satisfaction of certain conditions, TIO’s general insurance business will transfer to Allianz’s ownership whilst Allianz will start servicing the Government Motor Accidents Compensation scheme on 2 January 2015. Partner Jeremy Low led the transaction. King & Wood Mallesons acted for the Northern Territory Government. Appleby has acted as Bermuda counsel for COFCO Land Holdings Ltd and BVI counsel for its wholly-owned subsidiary Double Rosy Ltd in respect of the issuance of US$800 million 3.625 percent guaranteed notes due 2019. Net proceeds from the issuance will be used for general corporate purposes and for partial payment for the proposed acquisition of the Joy City Projects, a portfolio of commercial and mixed-used property projects in Beijing, Shanghai, Tianjin, Yantai and Shenyang. COFCO Land Holdings is a large-scale property developer and operator in China. Hong Kong corporate partner Judy Lee led the transaction whilst Davis Polk & Wardwell advised as to Hong Kong law. Linklaters advised the joint lead managers and trustee as to Hong Kong law. King & Wood Mallesons was the PRC counsel to the joint lead managers. Appleby has also acted as Cayman counsel for EGL Company Holdings Ltd, a leading travel company in Hong Kong and Macau, in respect of its listing on the Main Board of the HKSE on 28 November 2014 with net proceeds of approximately HK$114.5 million (US$14.8m). EGL will use the proceeds to strengthen its brand and operational infrastructure, develop overseas wedding tours and for working capital and other corporate purposes. EGL was the top travel company in the Japan-bound package tour market in Hong Kong, based on revenue in 2011, 2012 and 2013. Hong Kong corporate partner Judy Lee also led the transaction whilst Mayer Brown JSM, led by corporate and securities partner James Fong, advised as to Hong Kong law and DSL Lawyers and Soga Law Office advised as to Macau and Japan laws, respectively. Deacons advised the sponsors and underwriters as to Hong Kong law. AZB & Partners has advised Temasek, investing through its affiliate Dunearn Investments (Mauritius) Pte Ltd, in respect of its further acquisition of compulsorily convertible preference shares of Jasper Infotech Private Ltd. Partner Essaji Vahanvati led the transaction which was completed on 13 November 2014. AZB & Partners has also advised Asian Paints Ltd in respect of the acquisition by its wholly-owned subsidiary Berger International Ltd Singapore of a 51 percent stake in Kadisco Paint and Adhesive Industry Share Company. Partner Nandish Vyas led the transaction. Baker & McKenzie has advised HKSE-listed China Gas Holdings Ltd, China’s leading piped-gas operator, in respect of its proposed acquisition of the entire issued share capital of Beijing Gas Development Ltd, a wholly-owned subsidiary of Beijing Gas Group under Beijing Enterprises Holdings Ltd, for approximately HK$2.063 billion (US$266m). The consideration is to be satisfied by China Gas allotting and issuing new shares to Beijing Enterprises upon completion of the acquisition. Beijing Gas is principally engaged in the distribution of city gas and operation of CNG gas stations for vehicles, in addition to the construction of long-distance natural gas pipelines in China. China Gas is principally engaged in the investment, construction and management of city gas pipeline infrastructure, distribution of natural gas and LPG to residential, industrial, commercial users and, through gas stations, to the transportation sector. Corporate partner Christina Lee led the transaction. Cadwalader, Wickersham & Taft is advising Grand China Air (Hong Kong) Ltd as issuer in respect of the S$250 million (US$191.4m) offering of Singapore dollar-denominated guaranteed bonds by a Hong Kong affiliate of two PRC-incorporated guarantors, underwritten by DBS. Hong Kong partners David Neuville and Joseph Lee and New York partner Linda Swartz are leading the transaction. Cadwalader, Wickersham & Taft is also advising JP Morgan and HSBC as joint global coordinators, joint lead managers and joint book-runners in respect of a RMB1 billion (US$162.5m) offering of Renminbi-denominated guaranteed bonds by Wanhua Chemical International Holding Co Ltd. Hong Kong partners David Neuville and Joseph Lee and US partners Linda Swartz and Raymond Banoun are leading the transaction. Cheung & Lee, in association with Locke Lord (HK), has represented HKSE-listed Centron Telecom International Holding Ltd, a high technology enterprise specialising in R&D, manufacturing and the marketing of mobile communication network coverage products, in concluding a US$60 million club loan facility. Hong Kong-based partner Alfred Lee led the transaction which closed on 20 November 2014. Mayer Brown JSM advised the lenders and security agent. Clifford Chance has advised Deutsche Bank, HSBC and Standard Chartered as the joint lead managers in respect of the Socialist Republic of Vietnam’s US$1 billion 4.8 percent 10-year bond issuance. The issuance was done in conjunction with a cash tender offer for outstanding bonds with an option to switch into the new issue or tender for cash on notes due 2016 and 2020. Partner Crawford Brickley led the transaction. Clifford Chance has also advised CVC Capital Partners in respect of an investment of approximately US$150 million to acquire a 50 percent stake in Arteria Networks Corp, a leading Japan-based telecommunications carrier focused on enterprise customers. CVC will be partnering with Marubeni through a joint ownership in Arteria Networks Corp. Telecommunications is a focus sector for CVC and this is the third investment in the Asian broadband segment for CVC following investments in Hong Kong Broadband Network and PT Link Net. Founded in 1981, CVC is one of the world’s leading private equity and investment advisory firms with US$60 billion in funds under management. Corporate M&A partner Andrew Whan, assisted by partner Tatsuhiko Kamiyama, led the transaction. Colin Ng & Partners has advised Spruson & Ferguson, Australia’s leading patent attorney firm specialising in advising on IP rights throughout the Asia Pacific, in respect of the IPO of its holding company, IPH Ltd, on the ASX in a transaction valued at A$165.9 million (US$140.8m). The price of IPH Ltd’s shares rose over 50 percent when it made its debut on ASX on 19 November 2014. The firm also advised on a pre-IPO restructuring of the Singapore subsidiary of the group. Partner Bill Jamieson led the transaction. Davis Polk has advised COFCO Land Holdings Ltd and COFCO (Hong Kong) Ltd in respect of the Regulation S offering by Double Rosy Ltd, a wholly-owned subsidiary of COFCO Land Holdings, of its US$800 million 3.625 percent senior notes due 2019. The notes are supported by a keepwell deed and a deed of equity interest purchase undertaking from COFCO (Hong Kong). Proceeds will be used for general corporate purposes and to on-lend to COFCO Land Holdings for partial payment of its proposed acquisition of a target group, which is primarily engaged in the development, operation, sale, leasing and management of mixed-use complexes under the flagship brand “Joy City” in China. COFCO Land Holdings is a large-scale property developer and operator of mixed-use complexes and commercial properties whilst COFCO (Hong Kong) is the flagship subsidiary of COFCO Corp and is the primary platform for executing COFCO’s overseas business strategy. Goldman Sachs (Asia) LLC, BOCI Asia Ltd, The Hongkong and Shanghai Banking Corp Ltd and DBS Bank Ltd acted as joint global coordinators and, with JP Morgan Securities plc, Australia and New Zealand Banking Group Ltd, Bank of Communications Co Ltd Hong Kong Branch, Industrial and Commercial Bank of China (Asia) Ltd and Wing Lung Bank Ltd, as joint book-runners and joint lead managers. Partners Eugene C. Gregor and Paul Chow led the transaction whilst COFCO Land Holdings was advised by Appleby as to BVI and Bermuda laws. The joint global coordinators, joint book-runners and joint lead managers were advised by Linklaters as to Hong Kong law and King & Wood Mallesons as to PRC law. Davis Polk has also advised the initial purchasers, composed of BNP Paribas, acting through its Hong Kong Branch, CCB International Capital Ltd, Australia and New Zealand Banking Group Ltd, Morgan Stanley & Co International plc and Haitong International Securities Company Ltd, in respect of a RMB650 million (US$105.6m) Regulation S offering by China High Speed Transmission Equipment Group Co Ltd of its inaugural 8.3 percent guaranteed high-yield bonds due 2017. The bonds have a set of covenant-light terms and conditions tailored for the needs and circumstances of China High Speed and are governed under Hong Kong law. HKSE-listed China High Speed is one of the leading mechanical transmission equipment producers in the PRC with a history dating back to 1969. Partners William F Barron and Paul Chow led the transaction whilst Jun He Law Office advised as to PRC law. China High Speed was advised by Li & Partners as to Hong Kong law, Zhong Lun Law Firm as to PRC law and Appleby as to Cayman Islands and British Virgin Islands laws. Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd, wholly-owned by the Government of India, in respect of the INR6.96 billion (US$112m) financial assistance under its takeout finance scheme to Bajaj Energy Private Ltd for its 2×45 MW thermal power projects in Uttar Pradesh aggregating to a total capacity of 450 MW. Under the scheme, India Infrastructure Finance agreed to takeout part of the exposure of some of the consortium members to the above project and to become part of the said consortium comprising of 14 banks and financial institutions led by State Bank of India. Associate partner Girish Rawat led the transaction. Dhir & Dhir Associates has also advised Power Finance Corp Ltd in respect of the INR241.74 million (US$3.9m) financial assistance to RKM Powergen Private Ltd to fund the cost overrun of the implementation and development of a coal-based thermal power plant at Janjgir, Champa District, Chhattisgarh. The firm has earlier advised the consortium of lenders led by Power Finance on the INR16.24 billion ((US$262m) rupee loan facility which they sanctioned for the aforesaid project which has a total cost of INR23.89 billion (US$385.3m). Associate partner Girish Rawat also led the transaction. Gadens has advised Harry Stamoulis and Robert Belteky in respect of the sale of their individual shareholdings in A-League soccer club Melbourne Victory FC. Their 35 percent shareholding was sold to existing board members and directors in a deal that saw the club valued close to A$20 million (US$17m). The deal makes Melbourne Victory one of the most valuable sports clubs in Australia. Partners Andrew Kennedy and Jeremy Smith led the transaction. Gadens has also advised The Citadel Group Ltd in respect of its IPO on the ASX. The offering raised A$46.5 million (39.45m) thru the sale of 20.7 million shares at an offer price of A$2.25 (US$1.91) per share, with an indicative market capitalisation of Citadel after the capital raising being A$100 million (US$84.83m). Partner Jeremy Smith led the transaction. Hogan Lovells Lee & Lee has advised Navis Capital Partners in respect of its acquisition of MFS Technology (S) Pte Ltd, an established one-stop provider of flexible printed circuits (FPC), printed circuit boards (PCB) and rigid-flex printed circuit solutions serving more than 50 blue-chip customers globally. Navis is a leading private equity investment firm which conducts buyouts, recapitalisations and financial restructuring investments in Asia. Navis currently manages approximately US$5 billion in equity. MFS Technology has production facilities in Malaysia and China, with an additional presence in Germany. The cross-border transaction involved Navis and its consortium partners which include Novo Tellus Capital Partners, a Singapore-based technology focused private equity fund, and a management buy-in team. Singapore office managing partner Stephanie Keen, assisted by partner Alexander McMyn, led the transaction whilst Skrine, a Kuala Lumpur-based law firm, provided support on Malaysian law matters. J Sagar Associates has advised the promoters of Al Shifa Hospitals Private Ltd in respect of the sale of 51 percent of the company’s equity shareholding to Kerala Institute of Medical Sciences (KIMS) at an enterprise value of INR300 crores (US$48.3m). Al Shifa Hospital is a tertiary level referral hospital set up in 1989, with a 75-bed capacity which expanded to 350 beds over the years. The hospital is one of the best trauma care centres in the south Malabar region. With this deal, KIMS will become one of the largest corporate healthcare networks in the state with 1,650 beds which will soon become 2,500 and employing 10,000 medical and non-medical professionals. Partner Aarthi Sivanandh led the transaction. J Sagar Associates has also advised the promoters of Curatio Health Care (I) Private Ltd in respect of the sale of 33.36 percent of the company’s equity shareholding to Sequoia for approximately INR95 crores (US$15.3m). The sale is proposed to be completed on or before August 2015 in two tranches. Chennai-based Curatio Healthcare is among the fastest growing entrepreneurial-led healthcare ventures in India. Set up in 2005, the company manufactures prescription-based dermatology products which are sold in India, Sri Lanka and Nepal. Partner Aarthi Sivanandh led the transaction. Khaitan & Co has advised NorthEdge Capital LLP in respect of the India leg of the management buyout of UK-based video game developer F9E Europe (formerly known as Sumo Digital) from US-based Foundation 9 Entertainment Inc, which acquired F9E Europe in 2007. NorthEdge Capital is a UK-based private equity firm which manages a £225 million (US$354.4m) private equity fund aimed at lower mid-market buy-out and development capital transactions. Partner Rabindra Jhunjhunwala, assisted by partner Avantika Kakkar, led the transaction. Khaitan & Co has also advised Nippon Life Insurance Company (NLI) in respect of its acquisition of an additional 9 percent stake in Reliance Capital Asset Management Ltd (RCAM) from Reliance Capital Ltd in the first tranche to increase its aggregate holding in RCAM to 35 percent with an option for NLI to purchase an additional 14 percent in one or more tranches to increase its aggregate shareholding to 49 percent, total consideration being approximately US$108 million. Nippon Life Insurance is the biggest private life insurer in Asia and Japan and seventh-largest life insurer in the world. Associate partner Niren Patel led the transaction. Kirkland & Ellis is acting as Hong Kong counsel to Pokka Corp (Singapore) in respect of its proposed sale of Pokka Corp (HK) and Pokka Coffee (Macau) to Million Rank Ltd, a company which is 65 percent owned by HKSE-listed Chinese restaurant chain operator Xiao Nan Guo Restaurants Holdings and 35 percent owned by Pokka HK managing director Pauline Wong. Pokka HK is involved in operating primarily Western and Japanese restaurants in Hong Kong and Macau under a portfolio of brands, including Pokka Café, Tonkichi and Mikichi. The parties announced the signing of the share purchase agreement for the proposed sale on 27 November 2014. The deal is expected to close in January 2015. Hong Kong corporate partners Nicholas Norris, Jamii Quoc and Joey Chau and debt finance partner Douglas Murning led the transaction. Luthra and Luthra Law Offices has advised Apollo Hospitals Enterprise Ltd in respect of the issuance of secured, redeemable, rated, taxable, listed non-convertible debentures aggregating up to INR200 crores (US$32.2m) on a private placement basis. Partner Piyush Mishra led the transaction. Luthra and Luthra Law Offices has also 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$161.65m) 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. Simpson Thacher has represented an affiliate of investment funds advised by Blackstone in respect of the acquisition of the chemicals business of ASX-listed Orica Ltd for A$750 million (US$638m). The Orica Chemicals business includes chemicals trading businesses in Australia, New Zealand and Latin America and an Australian Chloralkali manufacturing business, as well as Bronson & Jacobs, a supplier to the food and nutrition and health and personal care industries in Australia, New Zealand and Asia. The transaction is subject to customary closing conditions and is expected to close in the first quarter of 2015. Katie Sudol, Alden Millard, David Vann and Jonathan Karen led the transaction. Skadden has acted as international advisor to the Commonwealth of Australia and Medibank Private in respect of Medibank’s A$5.7 billion (US$4.84b) IPO and listing on the ASX on 25 November 2014. Medibank, which was previously 100 percent owned by the Australian government, is Australia’s largest private health insurer and provides health insurance cover for over 3.8 million people across Australia. The transaction is the largest Australian IPO since 1997, when the Australian Government sold a stake in the telecommunications carrier Telstra, and is the third largest global IPO in 2014. Sydney partners Mark Leeman and Adrian Deitz led the transaction. Skadden has also represented China Maple Leaf Educational Systems in respect of its HK$962 million (US$124m) IPO on the HKSE which began trading on 28 November 2014. Dalian-based China Maple Leaf is China’s largest operator of private schools offering K-12 education, with over 13,000 students enrolled in 40 schools across the mainland. The retail tranche of the IPO was oversubscribed 195 times. Hong Kong partners Julie Gao, Christopher Betts and Will Cai led the transaction whilst Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel. BNP Paribas and CLSA, the joint sponsors for the IPO, were advised by Ashurst as to Hong Kong law. Stephenson Harwood (Singapore) Alliance has advised GDF Suez in respect of the acquisition through its wholly-owned subsidiary, Cofely South East Asia, of Keppel FMO, a wholly-owned subsidiary of Keppel Infrastructure Holdings. The acquisition was signed and competed in Singapore on 28 November 2014. Keppel FMO is one of the strongest providers of integrated facilities management (FM), property management, operation and maintenance, and FM consultancy services in Singapore. Keppel FMO, which also has operations in Qatar, employs around 1,000 people and generates annual revenues of approximately S$90 million (US$69m). Singapore corporate partner Tom Platts, assisted by corporate partner Allan Tan, led the transaction. WongPartnership is acting for JP Morgan (SEA) Ltd, the financial adviser to EUN Holdings LLP, in respect of its mandatory unconditional cash offer for euNetworks Group Ltd for approximately S$186.9 million (US$143.2m). Joint managing partner Ng Wai King and partners Andrew Ang and Dawn Law led the transaction. WongPartnership is also acting for the sellers, Martin Fassler and Jaclyn Ang Peck Neo, in respect of the sale of Fassler Gourmet Pte Ltd, a producer of fine smoked and value added seafood specialties, to Singapore-based private equity firm Credence Partners Pte Ltd through Credence Capital Fund II (Cayman) Ltd. Partner Dawn Law led the transaction. |
Deals – 3 December 2014
Deals – 26 November 2014
Allens has advised property fund manager CorVal Partners Ltd and family office RF Capital in respect of their purchase of six poultry processing facilities across Australia from Inghams Property Management Pty Ltd. CorVal and RF Capital purchased the poultry processing facilities in New South Wales, Victoria, Tasmania, South Australia and Western Australia for approximately A$100 million (US$85.6m) and will lease the facilities back to Inghams. The leases on the properties will run to 2034. Partner Victoria Holthouse led the transaction.
AZB & Partners is advising ING Groep NV, ING Vysya Bank Ltd, ING Bank NV and ING Mauritius Investments I in respect of the merger of ING Vysya Bank into Kotak Mahindra Bank Ltd, under which the shareholders of ING Vysya Bank will acquire approximately 15.2 percent of the shares of Kotak Mahindra Bank. Partner Ashwin Ramanathan is leading the transaction which is valued at approximately US$2.4 billion and is yet to be completed. AZB & Partners is advising BSE Ltd and United Stock Exchange of India Ltd (USEI) in respect of the merger of BSE and USEI. Partners Essaji Vahanvati and Nandish Vyas are leading the transaction which was signed on 14 May 2014 and is yet to be completed. Clifford Chance has advised an investor consortium in respect of its arrangement of and subscription for US$25 million convertible notes and 8.75 million options issued by REVA Medical Inc. Headquartered in San Diego and Sydney, REVA Medical is developing a bioresorbable coronary scaffold for cardiovascular disease. The device provides a temporary support and drug supply for an artery after surgery and is naturally absorbed by the body over a period of years. Perth partner Paul Vinci led the transaction, supported by Singapore partner Johannes Juette on the US securities aspects. Clifford Chance has also advised CLSA India Private Ltd, Citigroup Global Markets India Private Ltd, Credit Suisse Securities (India) Private Ltd, ICICI Securities Ltd, Kotak Mahindra Capital Company Ltd and IDFC Securities Ltd as joint book-running lead managers in respect of CESC Ltd’s approximately US$80 million Rule 44A/Regulation S qualified institutions placement of approximately 7.62 million equity shares. CESC operates a diverse portfolio of business lines spanning the power generation, transmission and distribution, business process management, retail and property development segments. The company’s equity shares are publicly listed on the National Stock Exchange of India, the Calcutta Stock Exchange and the BSE. Singapore partner Rahul Guptan led the transaction whilst Luthra & Luthra Law Offices and Khaitan & Co provided Indian legal advice to the joint bookrunning lead managers and CESC, respectively. Colin Ng & Partners has advised the SSG Group in respect of its expansion into Singapore and obtaining the Capital Markets Services Licence (in the Accredited / Institutional Investors Fund Management Company category) from the Monetary Authority of Singapore. The SSG Group is a fund management house with a focus on special situations investments across Asia-Pacific, excluding Japan. Partner Bill Jamieson led the transaction. Deacons is representing Shenyin Wanguo Capital (HK), as the sole sponsor, and the underwriters in respect of the global offering and Main Board listing of EGL Holdings Company. Founded in 1987, EGL is a leading travel company in Hong Kong with a 9.3 percent market share. It was also ranked third for outbound travel in 2013. EGL is principally engaged in the design, development and sale of package tours and FIT (free and independent travellers) products under its well-established and award-winning “EGL Tours” brand that covers 250 cities in over 60 countries. EGL issued its prospectus on 18 November 2014 and is seeking to raise up to HK$185 million (US$23.85m), subject to the exercise of over-allotment option, from the offering. EGL is expecting to list on the Main Board of the HKSE on 28 November 2014. Ronny Chow is leading the transaction. Dhir & Dhir Associates has advised PTC India Financial Services Ltd in respect of the INR1.75 billion (US$28.28m) financial assistance to Bajaj Energy Private Ltd as equity investment in the 1980 MW thermal power project being implemented by Lalitpur Power Gas Company Ltd. Associate partner Girish Rawat led the transaction. Dhir & Dhir Associates has also advised the consortium of lenders led by PTC India Financial Services Ltd in respect of the INR3 billion (US$48.5m) financial assistance to Waaneep Solar Private Ltd for its 50 MW (AC) solar power project based on poly crystalline PV (Photo–Voltaic) cell technology in the state of Madhya Pradesh. The total project cost is INR4 billion (US$64.65m). Associate partner Girish Rawat also led the transaction. Drew & Napier has acted for CapitaLand Ltd in respect of its joint venture with a subsidiary of Credo Group (CG) to develop an integrated development in Central Jakarta, Indonesia. CapitaLand and CG will each hold a 50 percent stake in the JV. The integrated development, CapitaLand’s first in Indonesia, will comprise a Grade A office tower, mid- to high-end residential units, serviced residences and supporting retail space spanning a total gross floor area of more than 40,000 square metres. Estimated to be completed in 2018, construction for the development is expected to commence in 2015. The total development cost is approximately S$220 million (US$168.8m). The JV company will acquire from CG a one-hectare site located within the central business district of Jakarta. The site, close to embassies, renowned civic buildings, offices, affluent residential neighbourhoods and the National Monument, also has good connectivity to major roads within the central business district and other areas of Jakarta. Directors Julian Kwek and Aaron Kok led the transaction. Gibson, Dunn & Crutcher has represented Alsons Consolidated Resources Inc (ACR), the publicly-listed company of the Philippines’ Alcantara Group, in respect of securing US$73.5 million long term loan with a consortium of Philippine and foreign banks arranged by UBS AG (Singapore). The Alcantara Group, through its other subsidiaries aside from ACR, is also engaged in aquaculture and agribusiness, property development and services. It has been an active player in the economic development of Mindanao and the rest of the Philippines for over 50 years. Hong Kong partner Patricia Tan Openshaw led the transaction whilst Castillo Laman Tan Pantaleon San Jose acted as Philippine domestic counsel. UBS (Singapore) and lenders were represented by White & Case whilst Romulo Mabanta Buenaventura Sayoc & delos Angeles acted as local counsel. Hogan Lovells has advised the Republic of Ecuador in respect of the negotiation of a US$509 million facility agreement that was executed by the Export-Import Bank of China (Chexim) and the Ministry of Finance of Ecuador. Under the agreement, Chexim granted a loan to be used for the construction of the 500Kv transmission lines, which are strategically required to connect the three mega hydroelectric projects currently being built in Ecuador by Chinese construction companies. The firm also advised on the engineering, procurement and construction contracts that have a value of approximately US$600 million. Harbin Electric International Company Ltd, a major Chinese construction and power equipment company, is the contractor for the project. Miami partner Miguel Zaldivar led transaction. J Sagar Associates has advised Raman FibreScience Private Ltd (RFPL) and its promoters in respect of the sale of its 100 percent equity shares to Hollingsworth & Vose Company USA (H&V). H&V acquired 80 percent equity in RFPL in the first tranche and will acquire the balance 20 percent equity in the second tranche in 2017. The investment has been made through H&V’s wholly-owned subsidiary in Switzerland. Partner Murali Ananthasivan led the transaction. DSK Legal represented H&V. Khaitan & Co has advised ICICI Bank Ltd New York Branch in respect of a corporate guarantee provided by JSW Steel Ltd to secure a stand by letter of credit facility of US$40 million availed by JSW Steel Holdings (USA) Ltd from ICICI Bank Ltd New York Branch to guarantee the surety bonds provided by certain banks and financial institutions to the court, in relation to an anti-trust lawsuit against JSW Steel (USA) Inc. Associate partner Kumar Saurabh Singh led the transaction. Khaitan & Co has also advised BMM Cements Ltd and its promoters in respect of the 100 percent acquisition of BMM Cements by Sagar Cements Ltd for US$90 million. BMM Cements manufactures and markets Ordinary Portland Cement, Portland Blast Furnace Slag Cement and Portland Pozzalana Cement at its factory in Gudipadu, Anantapur District, Andhra Pradesh. Partner Ganesh Prasad led the transaction. Luthra and Luthra has advised the promoters of Akuate Internet Services Private Ltd in respect of their sale of a majority stake to Times Internet Ltd, the digital arm of the Bennett Coleman group. Akuate owns and operates the popular cricket website www.cricbuzz.com and the mobile application ‘Cricbuzz’ which has one of the largest user bases within the sports/cricket mobile application market. Cricbuzz and GoCricket, launched by Times Internet earlier this year, will be merged to create the largest cricket news destination, reaching over 50 million monthly users on digital platforms. Partner Vikrant Kumar led the transaction, supported by partners Lokesh Shah and Gayatri Roy and partner designate Vasudev Dibbur. Samvad Partners advised Times Internet whilst BMR advised on taxation issues. Luthra & Luthra Law Offices has also advised New Call Telecom UK in respect of the Indian leg of its global acquisition of stake in Nimbuzz. Headquartered in India, Nimbuzz has business interest in areas of instant messaging, voice over internet call and mobile ad services whilst New Call Telecom is the sixth-largest internet service provider in the UK. The deal will enable New Call Telecom to operate one of the largest mobile advertising platforms in South Asia, Middle-East and North Africa regions. Partners Sundeep Dudeja, Vaibhav Kakkar and Suyash Srivastava led the transaction. Maples and Calder has acted as Cayman Islands counsel to eHi Car Services Ltd in respect of its IPO of 10 million American depositary shares, each representing two Class A ordinary shares of the company. The ADSs were priced at US$12 each and the offering raised approximately US$120 million. The ADSs were listed on the NYSE. eHi Car is a leading Shanghai-based car rental business which is reportedly the number one car services provider and number two car rentals provider in China in terms of market share by revenues in 2013. JP Morgan and Goldman Sachs acted as joint underwriters for the IPO. Partner Greg Knowles led the transaction which closed on 21 November 2014 whilst O’Melveny & Myers acted as US counsel. Shearman & Sterling advised the underwriters. Maples and Calder has also acted as Cayman Islands counsel to Alibaba Group Holding Ltd, the online and mobile commerce company, in respect of its offering of unsecured notes with an aggregate principal amount of US$8 billion, the proceeds of which will be used by Alibaba primarily to refinance its existing credit facilities. Morgan Stanley & Co International plc, Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch and JP Morgan Securities LLC acted as representatives of some initial purchasers. Partner Greg Knowles led the transaction whilst Simpson Thacher & Bartlett acted as US counsel. Sullivan & Cromwell acted as US counsel to the initial purchasers. Norton Rose Fulbright has advised ANTA Sports Products Ltd and its controlling shareholders in respect of its HK$1.1billion (US$141.8m) share placing involving 70 million shares in ANTA Sports, a leading professional sportswear company in China. Established in 1994 and listed on the HKSE in 2007, ANTA Sports is involved in designing, manufacturing and retailing sportswear across China. The controlling shareholders in the share placing are Anta International Group Holdings Ltd, Anda Holdings International Ltd and Anda Investments Capital Ltd. Morgan Stanley was appointed as the sole placing agent. The placing was closed on 20 October 2014. Hong Kong corporate partner Winnie Chan led the transaction. Shearman & Sterling has advised The Asian Development Bank (ADB) in respect of its US$300 million assistance to Sound Global Ltd to improve rural wastewater management using innovative technologies across the People’s Republic of China. Using the new technology, the project aims to treat 240,000 tons of wastewater per day in 100 townships by 2017. Established in 1966, Manila-based ADB is owned by 67 members, 48 of which are from the region. In 2013, ADB assistance totaled US$21 billion, including co-financing of US$6.6 billion. Sound Global is a one-stop integrated water and wastewater treatment solutions provider in the PRC. Beijing/Shanghai project development and finance partner Xiaogang (Sean) Wang led the transaction. Shook Lin & Bok is acting for SGX-listed United Envirotech Ltd (UEL), a leading membrane-based water and waste-water treatment and reclamation solution provider, in respect of the S$1.9 billion (US$1.46b) pre-conditional voluntary offer by CKM (Cayman) Company Ltd to acquire all the shares in UEL and the proposed placement by UEL of new UEL shares in favour of CKM. CKM is jointly owned by CITIC Environment (International) Company Ltd and KKR China Water Investment Holdings Ltd. Partners David Chong and Ho Ying Ming are leading the transaction. Shook Lin & Bok is also acting for China Star Food Holdings Pte Ltd in respect of a reverse takeover involving the proposed acquisition by SGX-listed Brooke Asia Ltd (BAL) of the entire issued and paid-up share capital of China Star from the vendors for an aggregate purchase consideration of S$168 million (US$128.9m), which is to be satisfied fully through the issuance and allotment of 840 million shares by BAL to the vendors at an issue price of S$0.20 (US$0.1534) per share. Partners Wong Gang and Tan Wei Shyan are leading the transaction. Stamford Law is advising Rothschild Global Financial Advisory in respect of the pre-conditional voluntary offer by CITIC Ltd and Kohlberg Kravis Roberts & Co LP (KKR) to acquire United Envirotech Ltd (UEL). Rothschild is the financial adviser to the offeror, a consortium vehicle jointly owned by CITIC and KKR. The S$1.2 billion (US$920.8m) offer, when made, values UEL at approximately S$1.9 billion (US$1.46b). KKR is a leading global investment firm that manages investments across multiple assets classes whilst CITIC group is the PRC’s largest state-owned conglomerate. SGX-ST Mainboard-listed UEL is a leading membrane-based water and waste-water treatment and reclamation solution provider with businesses mainly in the PRC’s chemical, petrochemical and industrial park sectors. Director Lean Min-tze and associate director Goh Huilin are leading the transaction. Sullivan & Cromwell has represented ASX-listed Orica Ltd (Australia) in respect of the sale of its chemical business to funds advised by Blackstone (US), one of the world’s leading investment firms, for A$750 million (US$640.3m). The sale includes the chemicals trading businesses in Australia, New Zealand and Latin America and the Australian Chloralkali manufacturing business. It also includes Bronson & Jacobs which is a supplier to the food and nutrition and health and personal care industries in Australia, New Zealand and Asia. As part of the transaction, Orica will retain responsibility for legacy environmental remediation obligations of the chemicals business. The transaction, which is subject to Australian Foreign Investment Review Board and New Zealand Overseas Investment Office approval and other customary conditions, including Material Adverse Change provisions, is expected to close in the first quarter of 2015. Melbourne partner Robert Chu led the transaction which was announced on 19 November 2014. Vaish Associates has advised Jaiprakash Power Ventures Ltd (JPVL) in respect of the hiving-off of BASPA Hydro Electric Project Stage-II (300 MW) and Karcham Wangtoo Hydro Electric Project (1,091 MW), on a going concern basis, to one wholly-owned subsidiary of JPVL, i.e. Himachal Baspa Power Company Ltd, through a Scheme of Arrangement pursuant to Sections 391-394 of the Companies Act 1956 and, thereafter, purchase of shares and non-convertible debentures of the said subsidiary by JSW Energy Ltd. Partner Bomi Daruwala led the transaction which was valued at INR9,700 crores (US$1.6b) and was executed on 16 November 2014. Amarchand & Mangaldas & Suresh A Shroff & Co, led by partners L Vishwanathan, Tushar Mavani and Ramanuj Kumar, advised the opposite side. Watson, Farley & Williams Asia Practice has advised Brunei Gas Carriers Sdn Bhd (BGC) in respect of the delivery of the liquid natural gas (LNG) carrier M/V Amani. The Amani was delivered to BGC on 13 November 2014 and will be employed under a long-term charter to Brunei LNG Sdn Bhd. The Amani, which was constructed by Hyundai Heavy Industries Co Ltd, is a 154,800 cm3 membrane-type LNG carrier. It is the fourth “A” class LNG carrier vessel to be added to BGC’s fleet. The firm also acted for BGC on the delivery of the first three A class LNG carriers and advised BGC on the financing of the Amani, which was arranged through a long-term Islamic financing centered around an Istisna-Ijara structure. The US$170 million facility was provided by a syndicate of financiers consisting of Bank Islam Brunei Darussalam Berhad, Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad, HSBC and Sumitomo Mitsui Banking Corp Europe Ltd. Partner Simon Petch led the transaction. Weerawong, Chinnavat and Peangpanor has advised Scan Inter in respect of its disposition of 100 percent of its shares in Scan Inter Far East Energy, which operates a 2.5MW solar power plant in Lopburi Province, to Inter Far East Engineering for the sum of β231 million (US$7m). Partner Kudun Sukhumananda led the transaction. WongPartnership is acting for Keppel Infrastructure Trust (KIT) in respect of (a) the combination of KIT and CitySpring Infrastructure Trust (CIT), at their respective market capitalisations of S$658 million (US$505m) and S$753 million (US$577.8m), by way of CIT acquiring all the business undertakings and assets of KIT in exchange for approximately 1.33 billion new units of CIT and (b) KIT’s acquisition of a 51 percent stake in Keppel Merlimau Cogen Pte Ltd, which owns Keppel Merlimau Cogen Plant, a 1,300 MW combined cycle gas turbine generation facility on Jurong Island, for approximately S$510 million (US$391.3m) from Keppel Energy Pte Ltd. Joint managing partner Ng Wai King, partners Low Kah Keong, Lam Chung Nian, Angela Lim, Ethel Yeo, Karen Yeoh and Quak Fi Ling led the transaction. WongPartnership is also acting for Tiger Airways Holdings Ltd on the Singapore law aspects in respect of the sale of its entire 40 percent shareholding interest in its Australian subsidiary, Tiger Airways Australia Pty Ltd, to VAH Newco No. 1 Pty Ltd, a wholly-owned subsidiary of Virgin Australia Holdings Ltd. Partners Mark Choy, Lam Chung Nian and Tan Sue-Lynn led the transaction. |
Deals – 19 November 2014
Ali Budiardjo, Nugroho, Reksodiputro has advised Indonesian publicly-listed coal company PT Resources Alam Indonesia Tbk in respect of acquiring P Khatulistiwa Hidro Energi which holds 95 percent ownership in hydro-energy company PT Bias Petrasia Persada. The agreement between the parties was signed in October 2014. Partner Freddy Karyadi led the transaction.
Allen & Gledhill has advised KKR China Water Investment Holdings Ltd (KKRCW) and CKM (Cayman) Company Ltd in respect of the S$1.9 billion (US$1.46b) pre-conditional voluntary conditional offer by CKM to acquire all the shares in United Envirotech Ltd (UEL) and the proposed placement by UEL of new UEL shares in favour of CKM. CKM is jointly owned by CITIC Environment (International) Company Ltd and KKRCW. Partner Song Su-Min led the transaction. Allens has acted for the Municipal Association of Victoria in respect of the establishment of Australia’s first municipal note program, the Local Government Funding Vehicle. The inaugural A$240 million (US$210m) medium term note issue under this innovative structure settled on 12 November 2014. The bonds were issued by a special purpose trust which has made loans to 30 participating Victorian councils to fund municipal capital requirements. Partner James Darcy, with support from tax partner Martin Fry, led the transaction. AZB & Partners has advised PineBridge Investments Asia Ltd in respect of the IPO of 13.04 million equity shares of Uniparts India Ltd consisting of a fresh issue of 7 million equity shares and an offer for sale of up to 6.04 million equity shares comprising 4 million equity shares by Ambadevi Mauritius Holding Ltd and Ashoka Investment Holdings Ltd, both affiliates of PineBridge Investments Asia Ltd, and up to 2.04 million equity shares by Gurdeep Soni, Paramjit Singh Soni, Karan Soni and Meher Soni, promoters and promoter group individuals of Uniparts India. Partners Gautam Saha and Madhurima Mukherjee led the transaction which was announced on 26 September 2014 and is yet to be completed. AZB & Partners has also advised Aegis Logistics Ltd in respect of its sale of 40 percent of Aegis Group International Pte Ltd to Itochu Petroleum Co (Singapore) Pte Ltd. Partner Abhijit Joshi led the transaction which was valued at approximately US$5.9 million and was completed on 23 October 2014. Baker & McKenzie (B&M) has advised the lenders in respect of the £1.35 billion (US$2.16b) financing of the Battersea Power Station, one of the largest real estate financings in the UK in recent years. The firm advised CIMB Bank Berhad Labuan Offshore Branch, Maybank Kim Eng Securities Pte Ltd, Standard Chartered Bank and Standard Chartered Saadiq Berhad as the mandated lead arrangers, book-runners and joint coordinators on the financing. Battersea Power Station is an iconic decommissioned coal-fired power station located on the south bank of the River Thames in London. The financing comprises a £750 million (US$1.17b) facility for Phase 2 and a £600 million (US$940m) facility for Phase 3 for development of the site, the latter consisting of a combination of Islamic financing and conventional financing. The development plan for the site includes the construction of apartments, office buildings, hotels and other commercial outlets, as well as a planned high street called the Electric Boulevard. Singapore member firm Baker & McKenzie.Wong & Leow, led by Singapore principal Emmanuel Hadjidakis and supported by local principal Kah Chin Chu, led the transaction. Wong & Partners, B&M’s member firm in Malaysia, advised on the Malaysian law aspects of the transaction, led by partner Mark Lim and assisted by partner Esther Chik. B&M’s Hong Kong office advised on the Hong Kong law aspects of the transaction and was led by partner Sally Hung. B&M’s London office advised on both the real estate and construction aspects. Partners Justin Salkeld and Stephen Turner led the real estate team while partner Mike Webster advised on the construction aspects. Baker & McKenzie (B&M) member firms have also advised Affinity Equity Partners (S) Pte Ltd in respect of its acquisition of a significant equity interest in Leong Hup International Sdn Bhd (LHI). Affinity is one of the largest independent financial sponsors in the Asia Pacific, managing over US$8 billion in assets and funds. LHI is the holding company of the Leong Hup (LH) group of companies, the largest integrated poultry operator in Malaysia. LH operates not only in Malaysia but has a significant regional presence in Singapore, Indonesia and Vietnam. Partner Andre Gan, assisted by partner Stephanie Phua, led the corporate and commercial team at Wong & Partners, B&M’s member firm in Malaysia, whilst working closely with Baker & McKenzie.Wong & Leow in Singapore, Hadiputranto, Hadinoto & Partners in Indonesia and Baker & McKenzie in Vietnam. The Singapore team was led by principal Ai Ai Wong, with assistance from principal Kelvin Poa, in the corporate and securities practice. The Indonesia team was led by partner Iqbal Darmawan in the capital markets practice whilst the Vietnam team was led by partner Yee Chung Seck in the M&A practice. Clifford Chance has advised Credit Suisse, Danareksa Sekuritas and UBS as joint global coordinators in respect of the US$200 million IPO and listing on the Indonesia Stock Exchange of Indonesian taxi operator PT Blue Bird Tbk. The company sold 376.5 million shares at US$0.68 per share. Blue Bird is Indonesia’s largest taxi operator. It has a fleet of 25,000 taxis across Indonesia and serves more than 8.5 million passengers per month. Partner Johannes Juette led the transaction. Clifford Chance has also advised Mondelēz International in respect of its proposed acquisition of an 80 percent stake in Kinh Do Corp, a leading Vietnamese snack company, for US$370 million. The transaction is subject to a number of conditions, including obtaining approval by Kinh Do’s shareholders, as well as the restructuring by Kinh Do of its snacks division into one business entity, BKD. Mondelēz is a Nasdaq-listed leading snacks producer with brands such as Cadbury chocolates, Oreo cookies and Ritz crackers. Kinh Do generates approximately US$175 million in annual revenue from its top-selling biscuits, soft cakes and seasonal mooncakes businesses. Corporate partner Simon Clinton, supported by partners Valerie Kong (M&A), Ling Ho (Intellectual Property) and Richard Blewett (Antitrust), led the transaction. Davis Polk has advised JP Morgan Securities plc, Morgan Stanley & Co International plc and another investment bank as initial purchasers in respect of a US$300 million Regulation S offering by China Oil And Gas Group Ltd of its five percent senior notes due 2020. HKSE-listed China Oil And Gas Group is a national piped gas operator in China focused on providing natural gas to end customers through the operation of its own natural gas branch pipelines and city-gas distribution networks. It had traditionally operated in the midstream and downstream natural gas market segments in China, and has accessed the North America upstream segment through a recent acquisition of a Canadian oil and gas producer based in Alberta, Canada. Partner William F Barron led the transaction whilst King & Wood Mallesons advised as to PRC law. China Oil And Gas Group was advised by Sidley Austin as to US and Hong Kong laws, Jingtian & Gongcheng as to PRC law and Appleby as to Bermudan and British Virgin Islands laws. Davis Polk has also advised Nexteer Automotive Group Ltd in respect of its inaugural US$250 million Rule 144A/Regulation S offering of 5.875 percent high-yield senior notes due 2021. JP Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as initial purchasers for the offering. Nexteer is one of the world’s leading automobile steering and driveline suppliers. Headquartered in Saginaw, Michigan, Nexteer was the fifth-largest steering supplier globally in terms of revenue, the largest steering supplier and electric power steering manufacturer in the United States and the third-largest halfshafts supplier globally in 2013, according to IPSOS. The company supplies its products to global customers, including General Motors, Fiat Chrysler, Ford, PSA Peugeot Citroën, BMW and Volkswagen. Partners William F Barron, Richard A Drucker, Bonnie Y Chan, Antony Dapiran and John D Paton led the transaction. Nexteer was advised by Maples and Calder as to Cayman Islands law, Foley & Lardner as to Delaware and Michigan state laws, Wildgen, Partners in Law as to Luxembourg Law, Canales Zambrano y Asociados SC and Bufete de la Garza SC as to Mexican law, and Baker & McKenzie Krzyzowski i Wspolnicy spk as to Polish law. The initial purchasers were advised by Shearman & Sterling as to US law and Jia Yuan Law Offices as to PRC law. Dhir & Dhir Associates has advised PTC India Financial Services Ltd in respect of the INR140 million (US$2.3m) financial assistance sanctioned to Abellon Eco Equipments Ltd for setting up a plant for manufacturing bio-plant-based cooking/ heating retail appliances (like Eco Chulha, Hot Water Generator, Pellet Burner) at Vithalapara Village, Surrendranagar District, State of Gujarat. Associate partner Girish Rawat led the transaction. Dhir & Dhir Associates has also advised India Infrastructure Finance Company Ltd, wholly-owned by Government of India, in respect of the INR416 million (US$6.7m) financial assistance under its takeout finance scheme to ReNew Wind Energy (Rajkot) Private Ltd for its 25.2 MW Wind Farm Project at Jasdan, District Rajkot, State of Gujarat. Under the scheme, India Infrastructure Finance has agreed to takeout part of the exposure of PTC India Financial Services Ltd to the above project and agreed to become part of the existing consortium of lenders comprising of PTC India Financial Services Ltd and Canara Bank. Associate partner Girish Rawat also led the transaction. HSA Advocates has advised Sula Shipping & Logistics Private Ltd, a pioneer in transshipment and providing global logistics services and solutions, in respect of its transaction with Jindal SAW Ltd (JSL) to acquire 26 percent equity in a restructured Jindal ITF Ltd (JITF) to operate such company as a transshipment and global logistics services/solutions company. The joint venture formed through JITF between Sula and JSL is for the NTPC- Farakka waterways project which delivers imported coal to NTPC power plant at Farakka through barges. The NTPC-Farakka waterways project is set to deliver three million tons of coal to NTPC power plant at Farakka via Hooghly River and ease congestion on rail rakes and roads. The Hooghly and Ganga waterway, under the new initiatives launched by the government, will soon form a major supply route to and from the hinterland of North and East Indian industrial areas. The Government of India has made the development of inland waterways a top priority. Inland Waterways Authority of India is working on multiple projects that will need similar services that will be provided by JITF. Partner Aparajit Bhattacharya, along with partner Harvinder Singh, led the transaction. JSL and JITF were advised by Singh & Associates, Advocates with a team led by managing partner Manoj Singh and partner Gunita Pahwa. J Sagar Associates, along with Davis Polk & Wardwell Hong Kong, has advised in respect of the India leg of the acquisition of NeST Software, the engineering and embedded services business of Kochi-based NeST Group, for approximately INR500 crores (US$810.75m), by Warburg Pincus-backed QuEST Global Engineering, a diversified global engineering services company engaged in providing engineering software, embedded systems, mechanical systems and structures. Partner Arjun K Perikal led the transaction. Khaitan & Co has advised Cigital Inc in respect of (a) acquisition of the entire issued share capital of iViZ Techno Solutions Private Ltd from its promoters, IDG Ventures India I LLC and other financial investors; (b) retention of promoters as senior managerial personnel based on an earn-out linked compensation mechanism; and, (c) post acquisition funding of iViZ by way of an ECB. Headquartered in Dulles, Virginia, Cigital is the world’s largest consulting firm specializing in software security and is the global leader in helping organizations design, build and maintain secure software. Partner Ganesh Prasad, assisted by partners Bijal Ajinkya and Adheesh Nargolkar, led the transaction. Khaitan & Co has also acted as domestic counsel to CESC Ltd in respect of its approximately US$82 million qualified institutions placement. Executive Director Sudhir Bassi and partner Nikhilesh Panchal led the transaction. Luthra & Luthra Law Offices has acted as domestic counsel to the placement agents, composed of CLSA, Citigroup, Credit Suisse, ICICI Securities, Kotak Mahindra Capital and IDFC Securities, in respect of the qualified institutions placement by CESC Ltd. With a deal size of approximately INR4.9 billion (US$79.45m), the transaction involved the issue of equity shares on a private placement basis under the qualified institutions placement route. The power utility company encompasses full value chain from generation to distribution to end consumers. The company had also diversified into other businesses, such as property development, business process management and retail. Partner Manan Lahoty led the transaction. Clifford Chance acted as international legal counsel to the book-running lead managers. Luthra & Luthra has also represented Indian real estate major Indiabulls Real Estate Ltd in respect of its debut in the international high yield market. The US$175 million Reg S issue was raised through its overseas Jersey subsidiary, Century Ltd, for listing in the SGX. The deal demonstrates an appetite for Indian real estate bonds in international high yield markets. The listing speaks of growing maturity of Indian issuers in the overseas debt markets and brings to fore the increasing sophistication and innovation on the part of Indian underwriters/lead managers, issuers and advisers in adapting international financing techniques within tight domestic regulatory framework. Partner Sudipta Routh led the transaction whilst Clifford Chance, led by partner Rahul Guptan and assisted by Hong Kong partner Richard Lee, acted as international counsel to Indiabulls and Century. Deutsche Bank, the mandated sole book-runner and lead manager to the issue, was represented by Khaitan & Co and Davis Polk & Wardwell. Davis Polk, led by partners Eugene C Gregor and John D Paton, also advised the initial purchaser. Maples and Calder has acted as Cayman Islands counsel to Nexteer Automotive Group Ltd in respect of its issue of US$250 million 5.85 percent senior notes due 2021. The notes are listed on the HKSE. Nexteer is one of the world’s leading steering and driveline suppliers. Partner Greg Knowles led the transaction whilst Davis Polk & Wardwell acted as US counsel. Shearman & Sterling acted as US counsel to JPMorgan and Bank of America Merrill Lynch as the initial purchasers. Mayer Brown JSM has represented Principal Financial Group in respect of the acquisition of AXA’s Mandatory Provident Fund (MPF) and Occupational Retirement Schemes Ordinance (ORSO) retirement schemes businesses in Hong Kong for approximate HK$2.6 billion (US$335.3m). Under the transaction, Principal and AXA will also enter into a 15-year exclusive distribution agreement allowing Principal to offer MPF and ORSO retirement schemes through AXA’s proprietary networks in the city. This is the largest transaction of its nature since the MPF scheme was introduced in 2000. Completion of the transaction is subject to regulatory approvals and is expected to take place in the third quarter 2015. Corporate and securities partner Mark Uhrynuk, supported by employment and benefits partner Duncan Abate and financial services regulatory and enforcement partner Sara Or, led the transaction. Paul, Weiss is advising leading global investment firm Kohlberg Kravis Roberts & Co LP (KKR) in respect of a proposed acquisition, together with CITIC, China’s largest conglomerate, of United Envirotech Ltd (UEL). CITIC and KKR formed a consortium, CKM (Cayman) Company Ltd, through related entities CITIC Environment Protection Co Ltd and KKR China Water Investment Holdings Ltd, respectively, to make a pre-conditional voluntary offer (VGO) for all the shares in UEL, an SGX-listed leading membrane-based water and waste-water treatment and reclamation solution provider with businesses mainly in China’s chemical, petrochemical and industrial park sectors. The transaction allows CITIC to become the controlling shareholder of UEL through the holding of a majority interest in the consortium. This will be achieved by the consortium through the VGO, subject to conditions being met, to acquire existing shares in UEL from the existing shareholders, including KKR. In addition, after the VGO, the consortium will subscribe for further shares in UEL by way of a private placement of S$50 million (US$38.5m) to S$150 million (US$115.6m) which will provide additional capital to UEL. The offer price values UEL at approximately S$1.9 billion (US$1.46b) on fully diluted basis. The consortium intends to maintain the listing status of UEL post transaction. Rajah & Tann, led by partners Danny Lim and Soh Chai Lih, is acting as sole counsel to CITIC and, with Allen Gledhill and Paul, Weiss, as joint counsel to CKM (Cayman) Company Ltd. Junhe Law Offices is acting as PRC counsel to CITIC. Shook Lin & Bok is advising UEL. Rajah & Tann Singapore (R&T Singapore) has acted as Singapore counsel for ISEC Healthcare Ltd in respect of its IPO and listing on Catalist, the sponsor-supervised listing platform of the SGX-ST. ISEC Healthcare issued 70 million new shares to investors in Singapore and Malaysia. ISEC Healthcare’s market capitalisation at listing, based on the placement price, was S$128.38 million (US$99m). PrimePartners Corporate Finance Pte Ltd was the issue manager and sponsor whilst Maybank Kim Eng Securities Pte Ltd was the placement agent. ISEC Healthcare is a comprehensive eye-care service provider with ambulatory surgical centres in Malaysia and Singapore, having a team of 19 full-time specialist doctors practising at four locations. R&T Singapore partners Evelyn Wee and Teo Yi Jing led the capital markets team whilst Christopher & Lee Ong, led by partner Christopher Lee, advised on the Malaysian law aspects of the transaction. Shook Lin & Bok is acting for DBS Trustee Ltd, the trustee of Far East Hospitality Real Estate Investment Trust (Far East H-REIT), in respect of Far East H-REIT’s proposed joint venture with Far East Organization Centre Pte Ltd (FEOC) in connection with the development of a new S$443.8 million (US$342.2m) hotel project in Sentosa. Partners Tan Woon Hum and Andrea Ng are leading the transaction. Slaughter and May is advising Colt Group SA in respect of its proposed acquisition of KVH. Colt will pay a total cash consideration of €130.3 million (US$163.2m) for 100 percent of KVH on completion of the transaction. The proposed acquisition, which is subject to independent shareholder approval and expected to complete in the later stages of 2014, will enhance Colt’s position in serving multi-national companies with global financial trading system solutions. Colt is a leading European provider of business communications and is presently connected to over 25 major exchanges and multi-lateral trading facilities. KVH is a provider of international business communications which specialises in global low latency networks and robust data facility centres. KVH operates a strong network across the Asia-Pacific region. Corporate and commercial partners William Underhill and Susannah Macknay led the transaction. Slaughter and May Hong Kong has also advised MTR Corp Ltd and MTR Corp (CI) Ltd in respect of the annual update of their US$4 billion medium term note programme. Notes issued under the programme may be listed on the HKSE. JP Morgan is the sole arranger under the programme. Corporate and financing partner Laurence Rudge led the transaction. Stephenson Harwood (Singapore) Alliance has advised Corporation Service Company (CSC), a Delaware-based global leader in providing digital brand services to brand owners, in respect of its acquisition of the IP Mirror group, a leading provider of corporate domain name registration and online brand protection services across Asia. The acquisition was signed and completed in Singapore on 31 October 2014. CSC has offices located throughout North America, Europe, Hong Kong and Australia. The IP Mirror group currently maintains offices in Singapore, Hong Kong, Indonesia, Japan, Malaysia, South Korea, Taiwan and the UK, a geographic reach that will build on CSC’s presence in Asia. Corporate partner Tom Platts, assisted by corporate partner Allan Tan, led the transaction whilst US law firm Pepper Hamilton acted as co-councel. Sullivan & Cromwell has represented China Mengniu Dairy Company Ltd (China) and Yashili International Holdings Ltd (China) in respect of a share subscription agreement with Danone Asia Baby Nutrition Pte Ltd (Singapore), a subsidiary of Danone SA (France), in which Yashili will issue approximately 1.19 billion new shares to Danone Asia at an aggregate consideration of approximately US$571 million, with Danone Asia becoming a 25 percent shareholder in Yashili. Hong Kong partner Kay Ian Ng and Beijing partner Gwen Wong led the transaction which was announced on 30 October 2014. The Law Office of Salman M Al-Sudairi, in association with Latham & Watkins, has advised The National Commercial Bank (NCB) in respect of the US$6 billion IPO of 25 percent of its shares. The 500 million shares sold in the IPO were held by the Saudi Public Investment Fund (PIF) and were divided into 300 million shares allocated for subscription by Saudi individuals and 200 million shares allocated for subscription by the Public Pension Agency (PPA). The individual allocation portion of the IPO was 23 times oversubscribed as of the close of the subscription period on 2 November 2014. The PPA fully subscribed to the shares allocated to it. The IPO is the largest equity offering ever in Saudi Arabia and in the Arab world, and is also the second largest IPO globally so far this year. PIF retained a 44.9 percent stake in NCB after listing on the Tadawul, which took place on 12 November 2014. NCB is currently the largest bank in the Kingdom of Saudi Arabia both in terms of customers’ deposits, total assets and operational revenue. GIB Capital and HSBC Saudi Arabia were the financial advisers and lead managers. Latham & Watkins partners Harj Rai and Andrew Tarbuck, with support from partners Salman Al-Sudairi, Craig Nethercott, Sami Al-Louzi and Scott Ballenger, led the transaction. WongPartnership has acted for the syndicate of lenders in respect of the S$1.62 billion (US$1.25b) financing to Central Boulevard Development Pte Ltd relating to Marina Bay Financial Centre Tower 3, a prime commercial development located along Marina Boulevard, Singapore. Major stakeholders in Central Boulevard Development Pte Ltd include DBS Bank Ltd and Keppel REIT. Partners Christy Lim and Carol Anne Tan led the transaction. WongPartnership is also acting for Forterra Real Estate Pte Ltd, the trustee-manager of Forterra Trust (Forterra), in respect of the mandatory conditional cash offer by Credit Suisse (Singapore) Ltd, for and on behalf of New Precise Holdings Ltd, for Forterra. Partner Jason Chua led the transaction. |
Deals – 12 November 2014
Ali Budiardjo, Nugroho, Reksodiputro has advised Bangsar Capital / CIMB Private Equity Sdn Bhd in respect of the acquisition of stake in PT Modern Internasional Tbk, the operator and owner of the 7-Eleven store franchise in Indonesia. The investment was made via a subscription of newly issued shares representing approximately 10 percent of the existing share capital of the company. Partner Emir Nurmansyah led the transaction.
Ali Budiardjo, Nugroho, Reksodiputro has also represented PT Bank Mandiri (Persero) Tbk, an Indonesian publicly-listed bank and the biggest commercial bank in Indonesia, in respect of establishing a joint venture company in multi-finance business, together with other prominent business players in automotive distribution company, i.e. PT Tunas Ridean Tbk and PT ASCO Investindo . PT Bank Mandiri (Persero) Tbk will be a majority shareholder in the newly established company and obtain 51 percent share ownership. The shareholders agreement between the parties was signed in October 2014. Partner Freddy Karyadi led the transaction. ATMD Bird & Bird is advising Communication Design International Ltd (CDI) in respect of its acquisition of two companies that own three prime properties located in Tokyo, Japan. The investment companies hold the properties by way of their equity interests in two entities (godo kaisha or GKs) in Japan in the form of a silent partnership (tokumei kumaiai) under the Commercial Code of Japan. The GKs are the legal owners of the trust beneficial interest of the properties under a trust agreement with, inter alia, the asset managers of the properties. The indicative valuation of the properties is approximately S$71.8 million (US$55.7m). CDI’s acquisition of the properties is in line with its proposed diversification of its business to include property development and property investment. Partner Marcus Chow is leading the transaction whilst Nishimura & Asahi is advising on the Japanese law aspects of the acquisition as well as on conducting due diligence on the GKs and the properties. AZB & Partners is advising SIMI Pacific Pte Ltd, an affiliate of SoftBank Internet and Media Inc, in respect of SoftBank’s acquisition of approximately US$210 million through an acquisition of equity-linked securities in ANI Technologies Private Ltd, a company which operates a leading transportation aggregation platform branded ‘Ola Cabs’. Partner Srinath Dasari is leading the transaction which was signed on 27 October 2014 and is yet to be completed. AZB & Partners has also advised Bluewater Investment Ltd, an affiliate of Warburg Pincus, in respect of its investment in Laurus Labs Private Ltd for an aggregate consideration of INR5.5 billion (US$89.4m). Partner Essaji Vahanvati led the transaction which was completed on 29 October 2014. Baker & McKenzie has advised MCH Messe Schweiz (Basel) AG (MCH Swiss Exhibition (Basel) Ltd), a company belonging to the MCH Group AG/Ltd, in respect of the acquisition of the remaining 40 percent of the shares in Asian Art Fairs Ltd (AAFL) in Hong Kong. MCH Group had acquired 60 percent of the shares in AAFL in July 2011 and utilised its option to acquire the remaining 40 percent in 2014. In 2008, AAFL launched ART HK – Hong Kong International Art Fair. Following the acquisition of the majority shares in AAFL by MCH Group in 2011, the show has been developed into Art Basel’s platform in Asia, the leading international art fair in Asia, running alongside Art Basel’s shows in Basel and Miami Beach. The first edition of Art Basel in Hong Kong took place in 2013. Zurich-based corporate and compliance partner Philippe Reich, supported by Hong Kong-based corporate partner Michael Horman, led the transaction. Baker & McKenzie has also advised PT Rajamandala Electric Power in respect of the development and financing of the proposed Rajamandala hydroelectric power plant to be constructed in Indonesia. The project will be funded in part by a US$110 million limited recourse project loan from the Japan Bank for International Cooperation and Mizuho Bank Ltd. The project, which achieved financial close in August 2014, is the first major power project in Indonesia in recent years to successfully raise international limited recourse project financing without the Government of Indonesia providing a business viability guarantee. The project is being developed by Kansai Electric Power Co and PT Indonesia Power, a subsidiary of state-owned electricity distributor PT Perusahaan Listrik Negara (PT PLN). Kansai Electric and PT Indonesia Power will also contribute a proportion of equity (on a limited recourse basis) into the development of the project. Commercial operation is scheduled to commence in 2017. The electricity produced will be sold to PT PLN under a 30-year Power Purchase Agreement. The cross-border team involved lawyers from member firms Hadiputranto, Hadinoto & Partners in Indonesia and Baker & McKenzie.Wong & Leow in Singapore. The transaction was led by Chew Chin (Principal) and Erik Bégin (Local Principal) in Singapore, and Indri (Mita) Guritno (Principal) and Luke Devine (Foreign Legal Consultant) in Jakarta. Clifford Chance has advised Deutsche Bank, ANZ, BofA Merrill Lynch, BOC International and Morgan Stanley as the lead managers in respect of China Hongqiao Group Ltd’s issue of US$300 million 6.875 percent senior notes due 2018. This was the only Chinese high-yield bond priced in October. China Hongqiao Group is a leading large-scale aluminum product manufacturer in China. Hong Kong partner Richard Lee led on the transaction. Clifford Chance has also advised AMP Ltd in respect of its acquisition of a 19.99 percent stake in China Life Pension Company Ltd, the largest pension insurance company in China. The A$240 million (US$207.8m) acquisition makes AMP the first foreign company to purchase a stake in a Chinese pension company with licences for trustee services, investment management and account administration, allowing end-to-end services throughout China. China Life Pension provides enterprise annuities products to state-owned and private enterprises and is one of only five pension insurance companies in China. Last year, the firm also advised AMP Capital on its joint venture with China Life Asset Management Company to offer retail and institutional investors in China access to investments in domestic listed equities and fixed income. Beijing corporate partner Terence Foo led the transaction. Davis Polk has advised China Hongqiao Group Ltd in respect of its US$300 million Regulation S offering of 6.875 percent high-yield senior notes due 2018. Australia and New Zealand Banking Group Ltd, Merrill Lynch International, BOCI Asia Ltd, Morgan Stanley & Co International plc and another investment bank acted as initial purchasers for the offering. Founded in 1994, China Hongqiao has developed into a leading large-scale aluminum product manufacturer. The company was ranked 5th worldwide and 2nd in China in terms of output of aluminum products in 2013 by CRU Group. As of June 30, 2014, the company was also ranked 2nd in China and 1st among all non-state owned aluminum manufacturers in China in terms of production capacity by Antaike. Partners William F Barron, Antony Dapiran and Paul Chow led the transaction whilst Conyers Dill & Pearman advised as to Cayman Islands law and British Virgin Islands law and Zong Heng Law Firm advised as to PRC law. The initial purchasers were advised by Clifford Chance as to US law and Jingtian & Gongcheng as to PRC law. Davis Polk has also advised Barclays Bank PLC and another investment bank as (1) the dealer managers in respect of an exchange offer by Rolta Americas LLC, a wholly-owned subsidiary of Rolta India Ltd, to exchange any and all of the outstanding US$200 million 10.75 percent senior notes due 2018 of Rolta LLC held by eligible holders for its newly issued 8.875 percent senior notes due 2019; and (2) as the solicitation agents in respect of Rolta LLC’s concurrent solicitation of consents from all holders of its 10.75 percent senior notes due 2018 to make certain amendments to the indenture governing such notes. India-headquartered Rolta India is a technology company with operations in 40 locations worldwide that provides innovative IT solutions. Rolta India develops and implements these solutions by combining its expertise in IT, security, engineering and geospatial technology. Partners William F Barron and John D Paton led the transaction whilst Trilegal advised as to Indian law. Rolta India was advised by Latham & Watkins as to US, UK and United Arab Emirates laws and by NautaDutilh NV as to Netherlands law. Deacons is advising Fulum Group Holdings Ltd in respect of its Main Board IPO which was launched on 4 November 2014 and was expected to raise up to HK$539.5 million (US$69.6m), subject to the exercise of over-allotment option. Fulum Group is one of the top three restaurant chains serving Chinese cuisine in Hong Kong and one of the top two restaurant chains serving Cantonese cuisine in Hong Kong, based on 2013 sales revenue. Fulum Group is expected to be listed on the Main Board of the HKSE on 13 November 2014. Deutsche Securities Asia Ltd is the sole sponsor. Deutsche Bank AG Hong Kong Branch and BOCI Asia Ltd are the joint global coordinators, joint book-runners and joint lead managers. Corporate finance group head Ronny Chow is leading the transaction. Paul Hastings is advising the sole sponsor and the underwriters. Deacons has also advised Haitong International Capital Ltd as the sole sponsor and the underwriters in respect of the global offering and Main Board listing of Austar Lifesciences Ltd in Hong Kong. Austar Lifesciences issued its prospectus on 28 October 2014. It is seeking to raise up to HK$390 million (US$50.3m) from the offering, subject to the exercise of over-allotment option. Austar Lifesciences is a leading provider of integrated engineering solutions to reputable pharmaceutical manufacturers and research institutes in the PRC and in emerging countries. Austar Lifesciences was expected to be listed on the Main Board of the HKSE on 7 November 2014. Corporate finance partner Sabrina Fung led the transaction. DFDL is advising on the Myanmar law aspects of the finance documents and in designing and creating the comprehensive Myanmar law security package for a consortium of Singapore-based banks as the lenders in respect of what is regarded as the first non-recourse, cross- border, private sector loan financing in Myanmar. The lenders are currently working on completing the conditions precedent for first drawdown of the loan which is expected before the end of the year. The lenders provided the US$85 million loan directly to Pan Asia Majestic Eagle Ltd (PAMEL) for financing support of the rollout of its network of over 1,250 telecommunications towers across Myanmar for Ooredoo Myanmar. The consortium comprises Standard Chartered Bank, ING Bank, DBS Bank, OCBC Bank and Sumitomo Mitsui Banking Corp. ING Bank is acting as the facility agent and offshore security agent whilst CB Bank in Myanmar is acting as the onshore security agent. Established in 2013 and headquartered in Yangon, PAMEL is an independent provider of telecommunications infrastructure in Myanmar. Qatar-based Ooredoo, a leading international communications company, and Norway’s Telenor were awarded telecommunication licenses in Myanmar in June 2013. Ooredoo focuses on the social and economic development of communities and, in particular, on providing 3G mobile communications services across Myanmar. Managing partner Martin Desautels, assisted by managing director William D Greenlee Jr and partner Thida Aye, is leading the transaction whilst Norton Rose Fulbright is acting as international counsel. Milbank, Tweed, Hadley & McCloy is acting as international counsel to PAMEL. ELP has advised ID Fresh Food (India) Private Ltd in respect of Helion Venture Partners III LLC’s investment into the company by way of subscription to preference shares and equity shares by the company. Partner Suhail Nathani and associate partner Vinayak Burman led the transaction which was valued at approximately INR35 crores (US$5.7m) and closed on 30 September 2014. Helion was advised by Samvad Partners. Eversheds has advised New World China Land Ltd (NWCL) in respect of the establishment of its US$1.5 billion medium term note programme and its first issuance under the programme. The MTN programme, arranged by BOC International and HSBC, was listed on the HKSE on 28 October 2014. The programme benefits from unique structural support features, including a letter of support from parent company New World Development Company Ltd, as well as two put options for note investors. The debut US$900 million note issuance under the programme was priced at 5.375 percent for a five-year tenor due 2019, which closed on 6 November 2014. The Regulation S Notes are listed on the HKSE. Joint global coordinators for the transaction are BOC International and HSBC whilst the joint lead managers and book-runners are BOC International, HSBC, BofA Merrill Lynch and Citigroup. Debt capital markets partner Kingsley Ong and corporate partner Stephen Mok led the transaction. K&L Gates has advised Sumatra Copper & Gold plc and its Indonesian subsidiary PT Dwinad Nusa Sejahtera in respect of the US$45 million financing of its Tembang Project in Sumatra, Indonesia by Nomura Singapore Ltd (Nomura) and Indonesia Eximbank, financial institutions based in Singapore and Jakarta, Indonesia, respectively. Although primarily a financing, the transaction involved an issue of warrants by Sumatra to Nomura and a requirement to raise an additional amount of equity at the listed parent (Sumatra) level within six months, as well as substantial shareholder support from Sumatra’s principal shareholders. Sumatra is a UK gold and silver emerging producer with a suite of highly prospective tenements in the Indonesian island of Sumatra. The facility will result in the hedging of up to 65 percent of Sumatra’s future precious metal production. All the required resolutions were passed at a shareholders meeting on 27 October 2014. Perth energy, infrastructure and resources special counsel Chris Scott led the transaction. Khaitan & Co has represented Indian Beauty and Hygiene Association and Hindustan Unilever Ltd in respect of their challenge on the vires/constitutional validity of a notification passed under the Legal Metrology Act 2009. The notification amends the Legal Metrology (Packaged Commodities) Rules 2011 requiring Cosmetics & Toiletries to have a label bearing a green spot or a red/ brown spot for differentiating products of vegetarian origin and non-vegetarian origin. Pursuant to the notification, coercive action had been taken by the Controller under the Legal Metrology Act 2009. A writ petition was filed before the Bombay High Court challenging the constitutionality of the notification and seeking a restraint against any coercive action being taken by the Controller under the impugned notification. The firm successfully obtained ad interim relief in the form of a restraint order against the Controller from taking any coercive action against the clients for non-declaration of the products as vegetarian or non-vegetarian origin. Partner Raj Panchmatia led the transaction. Khaitan & Co has also advised Standard Chartered Bank in respect of the issue of secured, redeemable non-convertible debentures of Mahindra & Mahindra Financial Services Ltd aggregating to approximately US$29.4 million on a private placement basis to the investors and on listing the said debentures on the wholesale debt segment of the Bombay Stock Exchange. Mahindra & Mahindra Financial Services is one of the leading non-banking finance companies with customers in the rural and semi-urban markets of India. Partner Devidas Banerji and associate partner Kumar Saurabh Singh led the transaction. King & Wood Mallesons has advised China Travel Service (Holdings) Hong Kong Ltd (CTS HK) in respect of its US$300 million 3.875 percent guaranteed notes due 2019 and US$700 million 5.625 percent guaranteed notes due 2024, in accordance with Regulation S. CTS HK is a PRC state-owned travel agency group which focuses on travel and tourism with diversified businesses, including real estate development, logistics and freight forwarding services and iron and steel production. CTS HK is one of the three PRC state-owned enterprises that are headquartered in Hong Kong. Partners Hao Zhou, Richard Mazzochi, Zhang Yi and Jason Qiu led the transaction. Latham & Watkins has advised Rolta India Ltd, a leading provider of IT solutions, in respect of its successful completion, together with its subsidiaries Rolta LLC and Rolta Americas LLC, of an exchange offer and consent solicitation in respect of 10.75 percent senior notes due 2018 of Rolta LLC. Pursuant to the exchange offer and consent solicitation, US$73.35 aggregate principal amount of the senior notes due 2018 of Rolta LLC were exchanged for additional 8.875 percent senior notes due 2019 of Rolta Americas LLC. Certain proposed amendments to the senior notes due 2018 of Rolta LLC were also approved and adopted. Partners Rajiv Gupta and Timothy Hia in Singapore, supported by partner Jiyeon Lee-Lim in New York, led the transaction. Maples and Calder has acted as British Virgin Islands and Cayman counsel to Hong Kong Aviation Ltd in respect of its issue of CNY800 million (US$130.6m) 7.5 percent guaranteed notes due 2016. The notes are unconditionally and irrevocably guaranteed by Hong Kong Airlines International Holdings Ltd and its subsidiaries and will be listed on the HKSE. Partner Christine Change led the transaction whilst Baker & McKenzie acted as Hong Kong counsel. Herbert Smith Freehills acted for Guotai Junan, CLSA, DBS, Wing Lung Bank, Daiwa and Hong Kong International Securities Ltd as the joint lead managers. Paul Hastings has represented the banks in respect of the financing for IBC Capital Ltd’s acquisition of SGX-listed Goodpack Ltd, an affiliate of leading global investment firm KKR. The firm represented Morgan Stanley Senior Funding Inc, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Mizuho Bank Ltd, DBS Bank Ltd, Natixis New York Branch, Natixis Singapore Branch, Macquarie Capital (USA) Inc and KKR Capital Markets LLC as joint lead arrangers and book-runners, Oversea-Chinese Banking Corp Ltd as sole arranger for the revolving facility and standalone letter of credit facility, Morgan Stanley Senior Funding Inc as first lien administrative agent, and Credit Suisse AG Cayman Islands Branch as second lien administrative agent. The financing consisted of a US$520 million first lien term loan facility, an US$85.5 million first lien revolving facility, a US$13.5 million first lien stand-alone letter of credit facility, and a US$170 million second lien term loan facility. Goodpack owns and operates the world’s largest fleet of steel IBCs (intermediate bulk containers), a multi-modal, reusable metal box system that provides packaging, transporting and storage for global core industries. Leveraged finance partners Mike Michetti, Michele Cohen, Michael Baker and Brett King led the transaction. Paul Hastings has also advised Hanjin International Corp in respect of its issuance of the US$300 million floating rate notes. The Reg S-registered notes were guaranteed by state-owned Export-Import Bank of Korea. BNP Paribas and HSBC were the joint book-runners of the offering. Hanjin is the US-based subsidiary of Korean Air Lines Co Ltd, the flagship airline of South Korea. The proceeds from the offering will be used for the construction of a 70-storey office and hotel tower developed by Hanjin in downtown Los Angeles. Capital markets partner Dong Chul Kim, supported by partner Alexander Lee, led the transaction. Simpson Thacher has represented Danone Asia Baby Nutrition Ptd Ltd in respect of its subscription of a 25 percent equity interest in Yashili International Holdings Ltd for an aggregate subscription price of approximately HK$4.38 billion (US$565m). The transaction is subject to customary closing conditions, including the approval of the shareholders of Yashili, a leading player in pediatric milk formula industry and in the soymilk powder market in China. Danone Asia is a wholly-owned subsidiary of Danone SA, an international company present on five continents and which holds top positions in fresh dairy products, waters, baby nutrition and medical nutrition businesses. Partner Douglas Markel led the transaction. Skadden is advising Miraca Holdings Inc in respect of an agreement, announced on 31 October 2014, to form a joint venture with Baylor College of Medicine. Under the JV agreement, the college will share ownership and governance of its clinical genetics diagnostic laboratories with the Japan-based international healthcare company that has a focus on clinical diagnostics and laboratory tests. Baylor Miraca Genetics Laboratories will be built on Baylor’s existing medical genetics laboratories. The jointly-owned clinical diagnostic venture will be headquartered in Houston. Corporate partners Mitsuhiro Kamiya (Tokyo) and Michael Mies (Palo Alto), intellectual property and technology partner Matthew Zisk (New York); healthcare enforcement and regulation partner Jennifer Bragg (Washington DC); tax partner Sean Shimamoto (Palo Alto) and labor and employment law partner John Furfaro (New York) led the transaction. Slaughter and May has advised Attarat Power Company (APCO) and the project sponsors Eesti Energia AS and YTL Power International Berhad in respect of a fixed price engineering, procurement and construction (EPC) contract with Guangdong Power Engineering Corp of China Energy Engineering Group Co Ltd. The EPC contract was entered into on 31 October 2014 and is for the design, engineering, procurement, supply, construction and commissioning of a 470 megawatt (net) oil shale-fired power station at Attarat um Ghudran, Jordan on a turnkey basis. On 1 October 2014 APCO and National Electric Power Company entered into a power purchase agreement for the sale and purchase of power capacity and energy output produced by the plant which is scheduled to start generating electricity for general consumption in the second half of 2018. Partner Simon Hall led the transaction. Slaughter and May is also advising Malaysian Airports Holdings Berhad (MAHB) in respect of the acquisition of a 40 percent equity stake in İstanbul Sabiha Gökçen Uluslararası Havalimanı Yatırım, Yapım ve İşletme AŞ (the company which manages operations at Sabiha Gökçen Airport) and LGM Havalimanı İşletmeleri Ticaret ve Turizm A.Ş. (the company which establishes and manages hotels, lounges and food and beverage facilities at Sabiha Gökçen Airport) from Limak for a total cash consideration of €285 million (US$355.8m) representing an equity value of €712.5 million (US$889.5m) for 100 percent of the companies. On 7 November 2014, MAHB announced that it has entered into a sale and purchase agreement for the proposed acquisition which will result in MAHB (together with its subsidiaries) becoming the 100 percent owner of the two companies. The firm also acted when MAHB acquired a 40 percent equity stake in the two companies from the GMR Group in April 2014. Sabiha Gökçen Airport is the hub of Pegasus Airlines. It is one of the two international airports serving Istanbul and is located in the Asian side of the city. In 2013, Sabiha Gökçen Airport handled 18.84 million passengers. The passenger volume is expected to reach 23.8 million in 2014. Corporate and commercial partners Simon Hall and Natalie Yeung are leading the transaction whilst Paksoy is advising on Turkish law issues and ZICO is advising on Malaysian law issues. Weerawong, Chinnavat & Peangpanor has advised Bualuang Securities, Credit Suisse, DBS and Citigroup Global Markets Ltd in respect of the β13 billion (US$396.6m) IPO by Bangkok Airways, a full service boutique airline, airport operator and airport services provider in Thailand. The firm also advised on the sale of secondary shares by a shareholder of Bangkok Airways. The IPO comprises a domestic offering under Thai SEC regulations and international offering under Regulation S of the US Securities Act. The transaction, which closed on 28 October 2014, is the largest listing of shares on the Stock Exchange of Thailand in 2014 to date. The shares started trading on the SET on 3 November 2014. Partner Peangpanor Boonklum led the transaction. Weerawong, Chinnavat and Peangpanor has also advised Rexel General Supply and Services (Thailand) Co Ltd in respect of its acquisition of 4 Knights International Co Ltd, a leading player in the downstream oil and gas onshore sector with branches in Bangkok and Rayong, key regions for onshore activities, for β253.8 million (US$7.74m). The transaction, which is Rexel’s second acquisition in Thailand, reinforces Rexel’s position in the oil and gas sector and strengthens the group’s presence in South-East Asia. Partners Peangpanor Boonklum and Pakdee Paknara led the transaction. WongPartnership is acting for Lee Kim Tah Holdings Ltd in respect of a voluntary conditional cash offer by Oversea-Chinese Banking Corp Ltd, for and on behalf of Lee Kim Tah Investments Pte Ltd, for all the issued ordinary shares in the capital of Lee Kim Tah Holdings. Joint managing partner Ng Wai King and partners Andrew Ang and Tan Sue-Lynn led the transaction. WongPartnership is also acting for Rakan Riang Pte Ltd, a joint venture company between Themed Attractions and Resorts Sdn Bhd and Boustead Curve Sdn Bhd to operate one or more educational and entertainment facilities in Singapore under the “KidZania” brand. Partners Milton Toon and Lam Chung Nian led the transaction. |
Deals – 5 Novmeber 2014
Allen & Gledhill has advised Ezra Holdings Ltd and its associate company EOC Ltd in respect of the US$520 million transfer of the offshore support services division of Ezra to EOC. Partner Christopher Koh led the transaction.
Allen & Gledhill has also advised Maybank Kim Eng SecuritiesPte Ltd and DB International Trust (Singapore) Ltd in respect of the establishment of a S$500 million (US$387.5m) multicurrency debt issuance programme by Cordlife Group Ltd. Maybank was appointed arranger for the programme whilst DB Trust was appointed trustee for holders of the securities. Partners Yeo Wico, Jeanne Ong, Sunit Chhabra and Daselin Ang led the transaction. Appleby has acted as Bermuda counsel for Tsit Wing International Holdings Ltd in respect of the recent HK$160 million (US$21 million) investment by Mitsui & Co in Tsit Wing. Mitsui acquired certain existing shares from Hero Valour, a company wholly-owned by Peter Wong, and subscribed for new shares, making Mitsui the second largest shareholder of Tsit Wing. The partnership will enable Mitsui to enter into the Hong Kong and Chinese market, particularly in the restaurant and food services sector, and expand its Asian operations. Tsit Wing is the largest provider of coffee and tea for the food services sector in Hong Kong and Southern China. Mitsui’s businesses include product sales, worldwide logistics and financing and the development of major international infrastructure and other projects in various fields, including food resources and food products and services. The firm also advised Tsit Wing in its delisting from the SGX in 2013, with Peter Wong compulsory acquiring all the shares through Hero Valour. Hong Kong corporate partner John Melia led the transaction. AZB & Partners has advised Highdell Investment Ltd, an affiliate of Warburg Pincus, in respect of the acquisition by Warburg Pincus of approximately 23 percent of MXC Solutions India Private Ltd, an online auto classifieds platform car trade securities. Partner Srinath Dasari led the transaction which was valued at approximately US$22 million and was completed on 9 October 2014. AZB & Partners has also advised Tata Consultancy Services Ltd (TCS) in respect of the merger of CMC Ltd into TCS. Partners Bahram N Vakil, Abhijit Joshi and Nandish Vyas led the transaction which was valued at approximately US$1.5 billion and is yet to be completed. Clayton Utz has advised Quest Serviced Apartments in respect of its entry into an investment partnership with The Ascott Ltd, a wholly-owned subsidiary of SGX-listed CapitaLand Ltd, one of Asia’s largest real estate companies. The partnership will see Ascott invest up to A$500 million (US$436m) to buy properties over the next five years that will operate under the Quest franchise. Ascott will also acquire an initial 20 percent, A$28.8 million (US$25m) stake in Quest, with an option to increase its stake to 30 percent. In a separate agreement with Quest, Ascott Residence Trust will buy existing Quest properties Quest Sydney Olympic Park, Quest Campbelltown and Quest Mascot for approximately A$83 million (US$72.3m). Quest is the largest serviced apartment operator in Australasia whilst Ascott is the world’s largest international serviced residence owner-operator. Melbourne corporate partner Andrew Walker led the transaction. Clayton Utz has also advised in respect of the Commonwealth Department of Defence’s procurement of its Centralised Processing (CP) Services valued at A$940 million (US$819m). The primary objective of the CP Project is to establish a single, integrated capability for the management and provision of data centre facilities, infrastructure and services at the UNCLASSIFIED, RESTRICTED and SECRET information security domain levels. The transformed environment seeks to include cyber security protections for Defence. The winning tenderer was Lockheed Martin Australia. Canberra partner in-charge Alexandra Wedutenko led the transaction. Clifford Chance has advised The Lords Commissioners of Her Majesty’s Treasury on behalf of the UK Government in respect of its issuance of RMB3 billion (US$490.5m) fixed rate bonds. The issuance further cements the UK’s position as the western hub for Renminbi and represents the next step in the UK Government’s long term economic plan to establish the UK as the centre of global finance. The UK is the first western country to issue a sovereign bond in China’s currency. The deal is also the largest ever non-Chinese Renminbi bond issued. The proceeds of the bond will be used to finance the UK’s reserves, signalling the Renminbi’s potential as a future reserve currency. Partner David Dunnigan led the transaction with assistance from partner Matt Fairclough from the capital markets team in Hong Kong and partner Dan Neidle from the tax team in London. Clifford Chance has also advised Moelis Australia Advisory Pty Ltd and Morgans Corporate Ltd as underwriters in respect of the IPO of Simonds Group Ltd. Simonds, Victoria’s largest homebuilder, has raised approximately A$160 million (US$139.5m) from investors in Australia as well as other markets. Moelis Australia and Morgans were joint lead managers, underwriters and book-runners for the IPO. Moelis Australia also acted as financial advisor to Simonds. Partner Lance Sacks led the transaction. Colin Ng & Partners has acted as Singapore counsel for Gordian Capital Singapore Private Ltd in respect of the launch of its Cayman Islands domiciled hedge fund Silversea Orion I Segregated Portfolio. Silversea 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 led the transaction. Maples and Calder acted as Cayman Islands counsel for the fund. J Sagar Associates has advised Edutel Technologies Private Ltd and its promoters in respect of an equity investment of INR12.4 crores (US$2m) by Michael & Susan Dell Foundation (MSDF) into Edutel. Edutel provides virtual classrooms for students in government and low-fee private schools to help high school students from low-income backgrounds to perform well in competitive examination for professional courses / college admissions and it also provides vocational education in India. Partners Sajai Singh and Gerald Manoharan led the transaction. MSDF was advised by AZB & Partners Delhi. Jones Day has advised AIM-listed palm oil plantation owner Asian Plantations Ltd (APL) in respect of its aggregate £107.6 million (US$172.2m) public takeover by FELDA Global Ventures Holdings Ltd (FGV). Under the general offer made by FGV under the Singapore Code on Take-overs and Mergers and recommended by the Board of Directors of APL, shareholders received £2.20 (US$3.52) in cash per share, subject to certain deductions. Holders of APL share scheme options also received the equivalent of £2.20 (US$3.52) in cash per share, subject to certain deductions, on a see-through price basis for their options exercisable into shares. The offer was declared wholly unconditional on 13 October 2014, at which time FGV had received valid acceptances in respect of approximately 93.9 percent of the total number of issued shares in the capital of APL. Partners Joe Bauerschmidt and David Longstaff led the transaction. Jones Day has also acted as international counsel to DSP Merrill Lynch Ltd, JM Financial Institutional Securities Ltd, SBI Capital Markets Ltd and Standard Chartered Securities (India) Ltd in respect of the US$165 million rights offering of convertible debentures under Regulation S offering by The Indian Hotels Company Ltd, an owner, operator and manager of hotels, palaces and resorts in India. Partner Manoj Bhargava led the transaction whilst Amarchands & Mangaldas & Suresh A Shroff & Co advised as to Indian law. Khaitan & Co has advised DCB Bank Ltd in respect of its qualified institutions placement of approximately US$41 million. Partner Nikhilesh Panchal and executive director Sudhir Bassi led the transaction. Khaitan & Co has also advised CA Media Digital (India) Private Ltd in respect of the joint venture with JetSynthesys Private Ltd wherein CA Media will provide periodical celebrity video content to Wakau Interactive Private Ltd India (WIPL) whilst JetSynthesys will provide certain video streaming technology to WIPL along with technological expertise, maintenance, support, enhancements and other operational services on an exclusive basis for creating a video blogging platform. Focused initially on China, India and Indonesia, CA Media aims to capitalize on the compelling growth characteristics of these markets. CA Media intends to focus on a broad range of opportunities in content creation, television networks, sports, education, advertising and digital media. Partner Ganesh Prasad led the transaction. Norton Rose Fulbright has represented the plaintiffs in respect of a high profile four week defamation trial in Hong Kong. The defamation proceedings were brought by a private family (a prominent businessman, his son and daughter) and concerned defamatory emails circulated in 2011 by the defendants, a current Hong Kong Government minister (at the time a member of the Legislative Council) and his wife, amongst parents at a well-known international school. This was a rare civil trial in Hong Kong in that it was before a judge and a jury. Defamation is one of the few remaining civil claims in Hong Kong where a plaintiff can have the matter tried before a judge and jury, unless the court determines that the matter is too complex or the amount of documentation excessive which is often the case. At the close of the four week trial, on September 30, 2014, the jury gave a verdict that all the relevant emails were defamatory of the plaintiffs and that the defendants acted with malice in publishing the majority of them. The defendants were accordingly found liable for defamation. Hong Kong dispute resolution partner Camille Jojo led the transaction. Norton Rose Fulbright has also advised a syndicate of banks in respect of a first of its kind corporate loan in Myanmar to Pan Asia Majestic Eagle Ltd (PAMEL). The loan provides US$85 million to PAMEL to support its mobile telecommunications infrastructure in Myanmar. The syndicate of banks comprises DBS Bank, ING Bank, OCBC Bank, Standard Chartered Bank and Sumitomo Mitsui Banking Corp. ING Bank in Singapore acted as the facility agent and offshore security agent whilst CB Bank in Myanmar acted as the onshore security agent. PAMEL is an independent provider of passive telecommunications infrastructure in Myanmar. The aim of the current construction is to build over 1,250 towers for Ooredoo Myanmar as part of Ooredoo’s provision of 3G mobile communications services nationwide across Myanmar. Singapore banking partner Yu-En Ong led the transaction whilst DFDL acted as the local counsel to the banks. Milbank and VDB Loi acted as international counsel and local counsel to PAMEL, respectively. Shook Lin & Bok is advising in respect of the joint venture arrangements between Hotel Properties Ltd and Anchorage View Pte Ltd in respect of their joint venture entity, Great Western Developments Ltd (GWD), and the development manager’s arrangements for the former Royal Mail Delivery Office, a freehold property located at 31 London Street and 128 to 142 Praed Street, London, which was purchased by GWD from Royal Mail Group Ltd, for approximately £111 million (US$177.7m). Partners Robson Lee and Andrea Chee are leading the transaction. Slaughter and May Hong Kong is advising China National Building Material Company Ltd (CNBM) in respect of its subscription for new ordinary shares in China Shanshui Cement Group Ltd (Shanshui) for HK$1.56 billion (US$201 million). The transaction will give CNBM a 16.67 percent interest in Shanshui. The shares will be issued pursuant to the general mandate granted by the shareholders of Shanshui at its last annual general meeting. CNBM is a leading building materials company in the PRC whilst HKSE-listed Shanshui is one of the largest producers of clinker and cement in the PRC. Corporate partner Benita Yu led the transaction. WongPartnership has acted for shareholders of The Learning Lab group of companies in respect of the sale of Learning Lab to AI Learning (Singapore) Pte Ltd, a subsidiary of global private equity firm Advent International Corp. Joint managing partner Ng Wai King and partner Chan Sing Yee led the transaction. WongPartnership has also acted for DBS Bank Ltd and Oversea-Chinese Banking Corp Ltd (OCBC Bank) as the joint book-runners and underwriters in respect of the public offering and secondary listing of EMAS Offshore Ltd on the main board of the SGX. Partners Gail Ong and James Choo led the transaction. |
Deals – 29 October 2014
Abdulaziz I Al-Ajlan & Partners, in association with Baker & McKenzie, has advised GIB Capital and HSBC Saudi Arabia as the financial advisors and lead managers in respect of the IPO of The National Commercial Bank, Saudi Arabia’s largest lender. The offering, which raised SAR22.5 billion (US$6b), is the second-largest IPO in the world this year and the largest-ever equity sale in the Middle East, surpassing the US$5 billion raised by Dubai’s DP World in 2007. Established in 1953, NCB was the first Saudi Arabian bank. It is the largest bank by assets in the Arab world and is one of the pioneers in Islamic banking and finance in the world. Riyadh-based partner Karim Nassar led the transaction.
Ali Budiardjo, Nugroho, Reksodiputro has advised PT Tokopedia, one of Indonesia’s online marketplace leaders, in respect of a US$100 million investment from SoftBank Internet and Media Inc (SIMI) and Sequoia Capital. SIMI and Sequoia Capital representatives will join the company’s board of directors. Partner Ayik Candrawulan Gunadi led the transaction which is expected to close in mid-December 2014. Allen & Gledhill has advised Oversea-Chinese Banking Corp Ltd (OCBC) and DB International Trust (Singapore) Ltd (DB Trust) in respect of the establishment of a S$300 million (US$235m) multicurrency medium term note programme by Swissco Holdings Ltd. OCBC was appointed arranger for the programme whilst DB Trust was appointed trustee for holders of the notes. Under the programme, Swissco issued S$100 million (US$78.4m) 5.7 percent notes due 2018. OCBC was appointed sole lead manager and book-runner of the notes. Partners Au Huey Ling, Sunit Chhabra and Ong Kangxin led the transaction. Allen & Gledhill has also advised DBS Bank Ltd in respect of the issue of S$600 million (US$470.7m) 4.88 percent subordinated perpetual securities by FCL Treasury Pte Ltd under the S$3 billion (US$2.35b) multicurrency medium debt issuance programme established by FCL Treasury. The transaction is one of the largest perpetual securities issuance in Singapore in 2014. The programme is guaranteed by Frasers Centrepoint Ltd. DBS and Maybank Kim Eng Securities Pte Ltd were appointed global coordinators for the issue and, together with Standard Chartered Bank and United Overseas Bank Ltd, the joint lead managers and joint book-runners for the issue. DBS was also appointed issuing and paying agent. DBS Trustee Ltd was appointed trustee for holders of the securities. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the transaction. Appleby has acted as Cayman counsel for Nga Chun Holdings Company Ltd in respect of its listing on the Main Board of the HKSE on 16 October 2014, with net proceeds of approximately HK$93.4 million (US$12m). Nga Chun is an engineering contractor in Hong Kong which is principally engaged in building-related engineering services, including electrical installation, air-conditioning installation and fire services installation projects. Majority of the proceeds will be used for the operation of prospective projects and to recruit experienced engineering staff. Judy Lee, corporate partner in the Hong Kong office, led the transaction whilst Howse Williams Bowers advised as to Hong Kong law. Francis & Co, in association with Addleshaw Goddard (Hong Kong), advised the sponsors and underwriters as to Hong Kong law. Clayton Utz is advising Deutsche Bank AG, Goldman Sachs Australia Pty Ltd and Macquaire Capital (Australia) Ltd as the joint lead managers in respect of the proposed IPO and ASX listing of Medibank Private. The company aims to raise approximately A$5.5 billion (US$4.84b) from the offering which is expected to close on 14 November 2014. The proposed listing date is on 25 November 2014. Corporate/ECM partner Stuart Byrne, supported by director-ECM Natasha Davidson and partner Brendan Groves, is leading the transaction. HSF is advising the Commonwealth Government whilst KWM is advising Medibank Private. Clayton Utz has also acted for premium Tasmanian salmon farming operator Huon Aquaculture Group Ltd in respect of its IPO and listing on the ASX. The IPO raised A$133 million (US$117m), giving the company a market capitalisation of approximately A$420 million (US$370m). Capital raised will be used to expand the company’s operations and invest in future fish farming operations. Huon Aquaculture was founded at Hideaway Bay in 1986 by couple Peter and Frances Bender. The business now employs over 500 people and produces around 15,000 tonnes of salmon annually. Corporate partner Brendan Groves and partner-elect John Brewster led the transaction which was announced on 23 October 2014. Clifford Chance has advised Eksport Kredit Fonden (EKF) and a group of local and international lenders in respect of the US$315 million financing for the 150MW Burgos Wind Project in the Philippines. Burgos Wind Project is sponsored by Energy Development Corp (EDC) and is aiming to be the first wind project to benefit from the new feed-in-tariff regime for renewables in the Philippines. Once operational, it will be the largest wind farm in the country. The facilities comprise US dollar and Philippine peso facilities and will mature in 15 years. EKF, Denmark’s export credit agency, will provide a guarantee for one of the dollar facilities. The mandated lead arrangers for the US dollar facilities were Australia and New Zealand Banking Group Ltd (ANZ), DZ Bank AG, ING Bank NV, Malayan Banking Berhad (Maybank) and Norddeutsche Landesbank Gironzentrale. The peso facility was arranged by PNB Capital and Investment Corp and SB Capital Investment Corp among a syndicate of local lenders consisting of BDO Unibank Inc, Land Bank of the Philippines, Philippine National Bank and Security Bank Corp. Partners Philip Sealey (Perth) and Joe Tisuthiwongse (Bangkok) led the transaction with support from Singapore partner Paul Landless. Clifford Chance has also advised the lead managers, composed of BOCI, BNP Paribas, China Merchants Securities, CITIC Securities, Citigroup, Credit Suisse, HSBC, Morgan Stanley and Standard Chartered Bank, and the fiscal agent, The Bank of New York Mellon London Branch, in respect of Bank of China Ltd’s US$6.5 billion offering of Basel III-compliant additional tier 1 preference shares. This is the first offshore additional tier 1 capital issue from a Chinese bank. Partners Fang Liu, Connie Heng and Matt Fairclough led the transaction. Davis Polk has advised The Hongkong and Shanghai Banking Corp and another investment bank as the joint lead managers in respect of an English law Regulation S-only offering by ENN Energy Holdings Ltd of its US$400 million 3.25 percent bonds due 2019. HKSE-listed ENN Energy is one of the first privately-owned clean energy distributors in China. Its principal business is the investment in and the operation and management of gas pipeline infrastructure, vehicle/ship gas refuelling stations and the sales and distribution of piped gas and LPG. Partner Paul Chow led the transaction. Sullivan & Cromwell advised ENN Energy. Davis Polk has also advised Greenland Global Investment Ltd, a subsidiary of Greenland Holding Group Company Ltd, in respect of the establishment of its US$3 billion medium-term note program and the issuance of US$500 million notes thereunder which are guaranteed by Greenland Holding, a leading group company in the PRC with a diversified portfolio of businesses and a focus on real estate business. Greenland Holding is the second-largest enterprise held by Shanghai State-owned Assets Supervision and Administration Commission. Partner Paul Chow also led the transaction whilst Harney Westwood & Riegels advised as to British Virgin Islands law and AllBright Law Offices advised as to PRC law. The joint arrangers, composed of BOCI Asia Ltd, JP Morgan Securities plc, The Hongkong and Shanghai Banking Corp Ltd and Standard Chartered Bank (Hong Kong) Ltd, and the dealers, composed of BOCI Asia Ltd, JP Morgan Securities plc, The Hongkong and Shanghai Banking Corp Ltd, Standard Chartered Bank (Hong Kong) Ltd and Standard Chartered Bank, were advised by Linklaters as to Hong Kong and English laws and by Commerce & Finance Law Offices as to PRC law. Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised PT Telekomunikasi Indonesia (Persero) Tbk (Telkom) in respect of the framework agreement with Telstra for the development of a network application and services solution in Indonesia. For the purpose of this cooperation, Telkom, through its subsidiary PT Multimedia Nusantara, and Telstra have entered into a shareholders agreement for the joint venture company. Partner Sri Indrastuti Hadiputranto led the transaction. J Sagar Associates has advised PD International Pty Ltd and Suretex Prophylactics (India) Ltd in respect of the acquisition of CE Gloves (India) Ltd by Mukesh Gelaram Talreja and Neelam Mukesh Talreja. Partners Vivek K Chandy, Raj Ramachandran and Sunil Jain led the transaction. The buyers were represented by Krishnamurthy & Co Bangalore. J Sagar Associates has also advised Dachser Germany in respect of the acquisition off the remaining 50 percent shares of freight forwarder Dachser India Private Ltd from the AFL Group. M&A partner Sandeep Mehta led the transaction. The AFL Group was represented by AZB & Partners. Khaitan & Co has advised SAIF Partners in respect of its approximately US$13 million investment into Senco Gold Ltd by way of subscribing to compulsorily convertible preference shares and nominal equity shares. SAIF Partners is a leading private equity firm that provides both early stage and growth capital to companies in India, where their primary areas of focus include information technology, internet, mobile, consumer products and services, healthcare, education, financial services and manufacturing. Associate partners Arindam Sarkar and Sucharita Basu led the transaction. Khaitan & Co has also advised Sterlite Technologies Ltd in respect of a joint venture with Viscas Corp in which Viscas will invest into the existing power cable facility of Sterlite in Haridwar which is already serving the medium voltage / high voltage power cables customers in India. Partner Anand Mehta led the transaction with assistance from partner Avaantika Kakkar. Maples and Calder has acted as British Virgin Islands counsel to Advance Wisdom Investments Ltd in respect of its issue of US$300 million 2.1 percent guaranteed notes due 2017. The notes are unconditionally and irrevocably guaranteed by Agricultural Bank of China Ltd Hong Kong Branch and will be listed on the HKSE. Partner Jenny Nip led the transaction whilst Linklaters acted as English and Hong Kong counsel. Freshfields Bruckhaus Deringer acted as English and Hong Kong counsel to the joint lead managers, consisting of Agricultural Bank of China Ltd Hong Kong Branch, ABCI Capital Ltd, Standard Chartered Bank, CCB International Capital Ltd, Goldman Sachs (Asia) LLC, ICBC International Securities Ltd and Wing Lung Bank Ltd. Paul Hastings has represented Forum Partners, a global real estate investment and asset management firm, in respect of its loan facility extended to an affiliate of Sansheng Real Estate Group Ltd. The proceeds of the loan will be used to pay land costs and construction costs on projects owned by Sansheng Real Estate Group. Partner Wayne Ma led the transaction. Rodyk & Davidson has acted for Malayan Banking Berhad Singapore Branch in respect of its bilateral unsecured S$150 million (US$117.7m) revolving credit facility granted to CapitaMalls Asia Treasury Ltd guaranteed by CapitalMalls Asia Ltd (CMAL) to finance the general working capital requirements and other corporate funding requirements of CMAL and its subsidiaries. Finance partner Doreen Sim, supported by partner Dawn Tong, led the transaction. Rodyk & Davidson has also acted for the manager of Cambridge Industrial Trust in respect of its acquisition of 12 Ang Mo Kio Street 65 from Freshlane (CP) Private Ltd for S$39.8 million (US$31.2m). The building is a six-storey purpose-built light industrial building with a gross floor area of about 16,762 sq m. It is about 85 percent leased to two tenants, Nepes and Singapore Technologies Electronics. Real estate partners Norman Ho and Ho Soo Lih led the transaction. Slaughter and May Hong Kong has advised Swire Pacific Ltd in respect of the annual update of the US$5 billion medium term note programme of Swire Pacific MTN Financing Ltd, its wholly-owned subsidiary. Notes issued under the programme are guaranteed by Swire Pacific and may be listed on the HKSE. HSBC and Morgan Stanley are the joint arrangers under the programme. Partner Laurence Rudge led the transaction. Slaughter and May London and Hong Kong has also advised Standard Chartered in respect of the annual update of its US$70 billion debt issuance programme, under which Standard Chartered PLC, Standard Chartered Bank and Standard Chartered Bank (Hong Kong) Ltd can issue notes to be listed and traded on the London Stock Exchange and the HKSE. Capital markets partner Nilufer von Bismarck and Hong Kong corporate and finance partner Laurence Rudge led the transaction. WongPartnership has acted for Lend Lease Retail Investments 3 Pte Ltd as issuer and Lend Lease Commercial Investments Pte Ltd as guarantor in respect of the establishment of a S$500 million (US$392m) secured multicurrency MTN programme arranged by DBS Bank Ltd and Oversea-Chinese Banking Corp Ltd and the issue of S$300 million (US$235m) secured notes by Lend Lease Retail Investments thereunder. Partners Alvin Chia and Trevor Chuan led the transaction. WongPartnership has also acted for Cordlife Group Ltd in respect of the establishment of its S$500 million (US$392m) multicurrency debt issuance programme. Partners Hui Choon Yuen, Vivien Yui and Goh Gin Nee led the transaction. |
Deals – 22 October 2014
Ali Budiardjo, Nugroho, Reksodiputro has advised state-owned PT Kereta Api Indonesia (KAI) in respect of the US$94.3 million loan from Export-Import Bank of the US (Exim Bank) to finance the import of 50 General Electric Company locomotives to Indonesia. The loan marks the first financing facility channeled directly by Exim Bank to KAI which plans to upgrade the nation’s rail infrastructure to better serve Indonesia’s growing economy. The credit agreement was signed on 15 October 2014. Partner Ayik Candrawulan Gunadi led the transaction.
Allen & Gledhill has advised Bayfront Development Pte Ltd and Keppel Land Properties Pte Ltd in respect of the S$1.24 billion (US$977.56m) divestment of the one-third interest in Marina Bay Financial Centre Tower 3 by Bayfront to RBC Investor Services Trust Singapore Ltd, in its capacity as trustee of Keppel REIT. Partners Penny Goh, Christian Chin and Christine Chan led the transaction. Allen & Gledhill has also advised CIMB Bank Berhad as arranger in respect of the establishment of a S$1 billion (US$788.2m) multicurrency medium term note programme by United Energy Financing (Bermuda) Ltd (UEF). Under the programme, UEF issued S$100 million (US$78.8m) 6.85 percent notes due 2016. CIMB was appointed arranger of the program and sole lead manager of the notes. Partners Glenn Foo and Sunit Chhabra led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co has advised Sumitomo Corp Japan and SMAS Auto Leasing India Private Ltd (SMAS India) in respect of the transfer of the operating lease business of cars by Carzonrent India Private Ltd (COR) to SMAS India, a joint venture company between Sumitomo Corp and Sumitomo Mitsui Auto Service Company Ltd. The firm also assisted in the incorporation of SMAS India and certain secretarial and legal compliances. The acquisition of the operating lease business of COR forms part of Sumitomo group’s expansion plans in the Asia-Oceania region after establishing its presence in Australia and Thailand. Partner Puja Sondhi and principal associates Ramanuj Gopalan, Amit Singhania and Mekhla Anand led the transaction. Kochhar & Co advised COR. Anderson, Mori & Tomotsune acted as foreign legal advisor to Sumitomo group. Appleby has acted as Cayman counsel for SDM Group Holdings Ltd in respect of its listing on the Growth Enterprise Market of the HKSE on 14 October 2014, with net proceeds of approximately HK$26.1 million (US$3.36m). SDM is one of the largest dance institutions for children in Hong Kong. It offers a wide range of dance courses for children under the brand ‘‘SDM Jazz & Ballet Academie’’. SDM will use majority of the proceeds to expand its network by opening and/or acquiring four to six dance centres, to repay bank loans and for general working capital. Judy Lee, corporate partner in the Hong Kong office, led the transaction whilst Sidley Austin advised as to Hong Kong law. Robertsons advised the sponsors and underwriters as to Hong Kong law. Appleby has also acted as Cayman counsel for Hin Sang Group (International) Holdings Co Ltd in respect of its listing on the Main Board of the HKSE on 16 October 2014, raising gross proceeds of approximately HK$240 million (US$30.9m). The offering is approximately 860 times oversubscribed, ranking fifth among all oversubscription listings in Hong Kong in 2014 as of today. Hin Sang is principally engaged in developing, marketing, selling and distributing a wide variety of personal care products, health care products and household products under various brands. Business operations are mainly based in Hong Kong but it has distributors in the PRC, Taiwan and Macau. Hin Sang will use majority of the net proceeds to explore business collaboration opportunities with new brand proprietors and to expand its sales and distribution network. The remaining proceeds will be used to enhance marketing and promotion activities in China, to expand the product portfolio and for general working capital. Judy Lee, corporate partner in the Hong Kong office, led the transaction whilst Hastings & Co and Chak & Associates advised as to Hong Kong law, Zhong Lun Law Firm advised as to PRC law and TIPLO Attorneys-at-Law advised as to Taiwan law. TC & Co advised the sponsors and underwriters. AZB & Partners has advised PI Opportunities Fund – I – Financial Software and Systems Private Ltd (part of the Premji Invest group) in respect of Premji Invest’s acquisition, through a combination of a primary and a secondary acquisition of securities, of approximately 20 percent of the fully diluted shareholding of Financial Software and Systems Private Ltd (FSS). This is the fourth round of funding for FSS, a Chennai-based leading payments-processing and technology company. Partner Srinath Dasari led the transaction which was valued at approximately US$54 million and is yet to be completed. AZB & Partners has also advised Viscas Corp and Sterlite Technologies Ltd in respect of an agreement under which Sterlite will acquire 49 percent in a company engaged in the manufacturing, distribution and sale of power cables. Sterlite’s shares are listed with the Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd. Viscas is a leading Japanese company specializing in providing power transmission and distribution systems solutions globally. Partner Yashwant Mathur led the transaction which was announced on 30 September 2014. Cheung & Lee, in association with Locke Lord (HK), has represented HKSE-listed Realord Group Holdings Ltd (formerly known as Cheong Ming Investments Ltd) in respect of its HK$158.8 million (US$20.47m) rights issue. Dealings in full-paid rights shares commenced on the HKSE on 16 October 2014. Hong Kong managing partner Wing Cheung led the Locke Lord team. Clayton Utz is advising the Salteri family and its private investment vehicle Olbia Pty Ltd in respect of the divestment of Tenix Holdings Australia Pty Ltd for A$300 million (US$264.57m). Downer EDI has agreed to acquire all of the shares in Tenix. Corporate partner Karen Evans-Cullen is leading the transaction. Ashurst is advising Downer EDI. Clifford Chance has advised HOPU Investment Management Co Ltd as sponsor in respect of a consortium of approximately US$231 million to invest in Sinopec Marketing Co Ltd, the refined oil retail subsidiary of China Petroleum and Chemical Corp, which operates more than 30,000 petrol stations and 23,000 convenience stores in China. The HOPU consortium, along with 24 other domestic and foreign investors, will subscribe for a 29.99 percent interest in Sinopec Marketing for approximately US$17.4 billion. Other key investors in Sinopec Marketing include Fosun International and ENN Energy Holdings. Beijing corporate partner Ying White and Terence Foo led the transaction. Clifford Chance has also advised GDF Suez Nareva and Mitsui as sponsors in respect of the US$2.6 billion 18-year financing of a 1,386 MW ultra-supercritical coal-fired independent power project near the port of Safi, Morocco. The power plant will represent approximately 20 percent of Morocco’s installed capacity and provide substantial employment and development opportunities to the local community. The Moroccan state body, l’Office National de l’Electricité et de l’Eau Potable (ONEE), will be the sole offtaker from the plant under a 30-year power purchase agreement. The project features a diverse lending group, with Japanese export credit agencies JBIC and NEXI providing direct and covered loans, respectively, eight international banks, two Moroccan banks and a structured Islamic tranche provided by the Islamic Development Bank representing the first multi-tranche cross-border Islamic financing into Morocco. The project will be the first in Africa to use ultra-supercritical technology, which is characterised by optimal environmental performance and higher efficiency compared to conventional plants. Paris-based partner Anthony Giustini, supported by partners Jonathan Lewis, Ross Howard (Tokyo), Qudeer Latif (Dubai), Mustapha Mourahib (Casablanca), Lounia Czupper (Brussels), David Metzger (London) and Masayuki Okamoto (Tokyo), led the transaction. Clyde & Co has advised DOT Holdings AS in respect of the establishment of a joint venture in Singapore with Pacific Radiance Ltd. The JV company will be engaging in the business of owning and chartering offshore support vessels. DOT Holdings AS is a strategic partnership JV company between Norwegian-listed company Oceanteam Shipping AS (an offshore shipping company specialising in the business of owning, chartering and managing Deepwater Offshore Construction Service – and Pipe Lay Vessels and Fast Support Vessels) and Oil & Gas Services Maritime BV. SGX-listed Pacific Radiance owns and operates over 130 high end offshore support vessels with world-wide operations. Partners Ian Stewart and Chris Metcalf led the transaction. Colin Ng & Partners has acted for SGX Mainbord-listed Aztech Group Ltd, whose businesses include, inter alia, food business since 2010, in respect of the acquisition of the business of Kay Lee Roast Meat Joint, which is known for its roast duck, roast meat, barbeque pork and other cooked food, and the property known as 125 Upper Paya Lebar Road, Singapore 534838, where the business is currently located. Partners Pradeep Kumar Singh and Hope Wee led the transaction. Davis Polk has advised the representatives of the underwriters in respect of the IPO on NASDAQ by MOL Global Inc and certain selling shareholders of 13.5 million American depositary shares, each representing one ordinary share of MOL, for total proceeds of US$169 million. One of the selling shareholders has granted the underwriters an option to purchase an additional up to more than 2 million ADSs. Based in Kuala Lumpur, Malaysia, MOL is the largest e-payment enabler for online goods and services in Southeast Asia by payment volume. It operates a payments platform that facilitates online and mobile commerce for consumers in emerging and other markets by providing a vast network of payment channels that accept payment using cash and online methods. Its physical distribution network comprises more than 970,000 physical locations in 13 countries across four continents. MOL is the first Malaysia-based company to be listed in the US. Partners James C Lin and John D Paton led the transaction. MOL was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Wong & Partners as to Malaysian law, Maples and Calder as to Cayman Islands law, Baker & McKenzie as to matters of Thai law, Yuksel Karkin Kucuk Avukatlik Ortakligi as to Turkish law and Hasipoğlu-Akbilen & Partners as to Northern Cyprus law. The underwriters were advised by Adnan Sundra & Low as to Malaysian law. Davis Polk has also advised the initial purchasers, composed of Haitong International Securities Company Ltd, BOCI Asia Ltd, BNP Paribas Hong Kong Branch, Credit Suisse (Hong Kong) Ltd and another investment bank, in respect of an RMB600 million (US$98m) Regulation S only offering by Times Property Holdings Ltd of its 10.375 percent senior notes due 2017 to be consolidated and form a single class with its RMB900 million (US$147m) 10.375 percent senior notes due 2017 on 16 July 2014. Headquartered in Guangzhou, HKSE-listed Times Property Holdings is one of the leading property developers in Guangdong Province focusing on the development of mid-market to high-end residential properties. Partner William F Barron led the transaction whilst King & Wood Mallesons advised as to PRC law. Times Property Holdings was advised by Sidley Austin as to US and Hong Kong laws, Commerce & Finance Law Offices as to PRC law and Appleby as to Cayman Islands and British Virgin Islands law. ELP has advised Express Clinics Private Ltd, its promoters and its shareholders Somerset Indus Healthcare Fund I and Lotus Management Solutions in respect of DaVita Healthcare Partners’ investment in Express Clinics by acquiring a 49 percent stake of the share capital in the company. Express Clinics provides quality healthcare services and creates a branded chain of clinics across major metros, Tier I and Tier II towns of India. Partner Sujjain Talwar and associate partner Vinayak Burman led the transaction which closed on 1 October 2014. AZB & Partners advised DaVita. Gide has advised NYSE-listed Nord Anglia Education Inc in respect of its acquisition of Northbridge International School Cambodia situated in the Cambodian capital of Phnom Penh. Nord Anglia Education is the leading international operator of premium schools. With this transaction, Nord Anglia Education now owns 31 schools across China, Europe, the Middle East, Southeast Asia and North America. Hong Kong partner Gilles Cardonnel led the transaction whilst Bun & Associates acted as Cambodia local counsel. J Sagar Associates has advised Bay Capital Investment Managers Private Ltd and the promoters of Sterling Holiday Resorts (India) Ltd in respect of the sale to Thomas Cook Group of their shareholding in Sterling Holiday Resorts (India) Ltd, a company engaged in time share and resorts and the holiday excursions business. M&A partners Sandeep Mehta and Rajesh Pal led the transaction. Thomas Cook Group was represented by AZB & Partners. J Sagar Associates has also advised Nielsen India Private Ltd, a Nielsen Group Company, in respect of its acquisition of 100 percent ownership of Indicus Analytics Private Ltd from its promoter shareholders. Indicus Analytics is engaged in the business of economic analytics and data products. M&A partner Sandeep Mehta led the transaction. The promoter shareholders of Indicus Analytics were represented by BG Jeffreys Consulting senior partner RC Gupta and Rajeev Goel & Associates proprietor Rajeev Goel. Khaitan & Co has also advised Emami Biotech Ltd in respect of its acquisition of Rasoi Ltd’s brand “Rasoi” and its variations. The acquisition involved assignment of various intellectual properties (including trademarks and copyrights) in favour of Emami Biotech. A part of the Emami Group, Emami Biotech is an Indian producer of food products. Senior partner Pradip Kumar Khaitan and partner Haigreve Khaitan led the transaction with assistance from partner Adheesh Nargolkar. Latham & Watkins has advised the Asian Development Bank in respect of the initial US$50 million financing, by way of a term loan, for the exploration of the geothermal resources fields in the Rantau Dedap geothermal working area in the Muara Enim, Lahat and Pagaralam Regencies, South Sumatera Province, Indonesia. The project company, PT Supreme Energy Rantau Dedap, is a joint venture between Marubeni Corp, Electrabel SA (a subsidiary of GDF Suez) and PT Supreme Energy. The proposed 240MW project is one of the pioneer new generation geothermal power projects being developed under Indonesia’s new geothermal regulations and the Fast Track 2 program to develop 11,144 MW of new capacity in the country. Partners Joseph Bevash and Clarinda Tjia-Dharmadi in Tokyo and Singapore, respectively, led the transaction. Maples and Calder has acted as British Virgin Islands legal counsel to Xingtao Assets Ltd in respect of its issue of €300 million (US$485.2m) 3.3 percent notes due 2022, unconditionally and irrevocably guaranteed by HKSE-listed Fosun International Ltd. The notes are listed on the Irish Stock Exchange. Partner Greg Knowles led the transaction whilst Maples and Calder Dublin acted as Irish Stock Exchange listing agent and Latham & Watkins acted as counsel. Davis Polk & Wardwell acted as US counsel to the initial purchasers. Maples and Calder has also acted as British Virgin Islands counsel to Bohai General Capital Ltd in respect of its issue of RMB1 billion (US$163.3m) 6.4 percent bonds due 2017. The bonds are unconditionally and irrevocably guaranteed by Bohai Steel Group Co Ltd and are listed on the HKSE. Partner Greg Knowles also led the transaction whilst Deacons acted as Hong Kong counsel. Linklaters acted as Hong Kong counsel to the joint lead managers and the trustee. Milbank, Tweed, Hadley & McCloy has acted as international counsel to Pan Asia Majestic Eagle Ltd (PAMEL), an independent provider of telecommunications infrastructure in Myanmar, in respect of the first ever non-recourse, cross-border financing in Myanmar. The agreement provides US$85 million financing to support a roll-out of telecom tower site infrastructure in Myanmar. This first-of-its-kind facility was arranged by DBS Bank, ING Bank, OCBC Bank, Standard Chartered Bank and Sumitomo Mitsui Banking Corp which provided the financing directly to PAMEL, a Myanmar borrower. ING Bank in Singapore is acting as the facility agent and offshore security agent whilst CB Bank in Myanmar is acting as the onshore security agent. Myanmar, formerly isolated from the global markets, re-establishes and modernizes its banking and capital markets presence. It is also expected to spur similar infrastructure development across Myanmar’s telecommunications sector, which is poised for rapid expansion. PAMEL, headquartered in Yangon, was established in 2013 to serve as an independent provider of passive telecommunications infrastructure to support the rapid modernization of Myanmar. The focus of PAMEL’s current roll-out is the construction of over 1,250 towers for Ooredoo Myanmar, as part of Ooredoo’s provision of 3G mobile communications services nationwide across the country. Singapore-based partner Giles Kennedy led the transaction whilst VDB-Loi, led by Edwin Vanderbruggen, acted as local Myanmar counsel. Rodyk & Davidson is acting for E2-Capital Holdings Ltd, a company listed on the Catalist bourse of the SGX-ST, in respect of its proposed acquisition of a property development group that is engaged in property development in the Iskandar region of Johor Bahru, Malaysia. The transaction, when completed, will result in a reverse takeover of the company. The transaction value is approximately S$428 million (US$337.2m). Corporate partner Kenneth Oh, supported by partner Barry Koh, is leading the transaction. Rodyk & Davidson has also advised TEE Land Ltd in respect of its establishment of a S$250 million (US$197m) multicurrency medium term note programme. United Overseas Bank Ltd and DMG & Partners Securities Pte Ltd were appointed as joint lead arrangers and dealers with regard to the establishment of the programme. Corporate partners Valerie Ong and Au Yong Hung Mun led the transaction. Simpson Thacher has represented Goldman Sachs as sole sponsor, sole global coordinator and sole book-runner in respect of the Hong Kong IPO and Rule 144A/Regulation S offering by Hua Hong Semiconductor Ltd. Hua Hong sold approximately 228.7 million ordinary shares in the offering (before greenshoe) and raised gross proceeds of approximately HK$2.57 billion (US$331.3m). Hua Hong is a global, leading pure-play 200mm foundry headquartered in Shanghai. It is the second largest pure-play 200mm foundry and the sixth largest pure-play foundry worldwide. Chris Wong, Chris Lin and Rob Holo led the transaction. Simpson Thacher has also represented the underwriters led by Deutsche Bank Securities Inc, Barclays Capital Inc and Credit Suisse Securities (USA) LLC in respect of the offering by Trina Solar Ltd of US$115 million principal amount of 4 percent convertible senior notes due 2019 pursuant to Rule 144A and Regulation S, which included the exercise in full of the option to purchase an additional US$15 million principal amount of the notes granted by Trina Solar. The firm also represented the underwriters in connection with a concurrent offering of approximately 10.33 million American depositary shares, representing approximately 516.7 million ordinary shares of Trina Solar. Of the ADSs offered, approximately 2.5 million were offered and sold by Trina Solar at US$11.75 per ADS with total proceeds of approximately US$29.4 million to Trina Solar, and approximately 7.8 million ADSs were loaned by Trina Solar to affiliates of the lead underwriters of Trina Solar’s concurrent notes offering. In addition, the firm represented affiliates of the lead underwriters in the notes offering in connection with ADS borrow transactions with Trina Solar. These transactions are intended to facilitate privately negotiated transactions or short sales by which investors in the notes will hedge their investment the notes. Trina Solar is an integrated solar power products manufacturer based in China. Its ADSs of Trina Solar are listed and traded on the NYSE. Chris Lin, Joyce Xu and Rob Holo led the transaction. Tay & Partners has advised Messrs Kelvin Chia Partnership as the transaction solicitors in respect of a disposal of the steel fabrication facility by Yongnam Engineering Sdn Bhd, a wholly-owned subsidiary of SGX-listed Yongnam Holdings Ltd, for RM153.5 million (US$47m). The steel fabrication facility will be leased back to Yongnam Engineering Sdn Bhd for 15 years. Managing partner Tay Beng Chai and partner Teo Wai Sum led the transaction. WongPartnership has acted for Chinese sovereign wealth fund China Investment Corp in respect of its sale via block trade of an approximately 4.5 percent stake in Noble Group Limited for S$396 million (US$312m). Partners Gerry Gan and Milton Toon led the transaction. WongPartnership has also acted for Credit Suisse (Singapore) Ltd as sole lead manager and book-runner in respect of the issuance by Hyflux Ltd of S$175 million (US$137.9m) 4.8 percent perpetual capital securities. Partner Goh Gin Nee led the transaction. |
Deals – 15 October 2014
Ali Budiardjo, Nugroho, Reksodiputro has acted for PT Mitrabara Adiperdana Tbk in respect of its IPO of approximately 245.5 million shares on the Indonesia Stock Exchange in July 2014. The offering raised approximately INR319 billion (US$5.2m). Partners Freddy Karyadi and Chandrawati Dewi led the transaction.
Allen & Gledhill has advised DBS Bank Ltd in respect of the ¥20 billion (US$186.7m) revolving credit facility to MJLD Pte Ltd, a fund managed by Mapletree Real Estate Advisors Pte Ltd. The proceeds of the facility were used for general corporate funding. Partner Lim Wei Ting led the transaction. Allen & Gledhill has also advised Petrofac Ltd in respect of the US$450 million sale of shares in its wholly-owned subsidiary, Petrofac FPSO Holding Ltd, to Petrofirst Infrastructure Holdings Ltd. The shares sold represent 80 percent of the issued share capital of Petrofac FPSO Holding. Partners Lim Chong Ying, Alexander Yap, Lauren Chung, Teoh Sze Min and Lim Pek Bur led the transaction. Allens and Linklaters have advised RBC Capital Markets, Bank of America Merrill Lynch and Credit Suisse as the arrangers in respect of the debut issuance of a €500 million (US$631.6m) euro medium term note for Aurizon Network, Australia’s largest rail freight operator. Allens partner James Darcy and Linklaters partners Jeremy Webb and Andrew Malcolm led the transaction. AZB & Partners has advised Axis Bank Ltd in respect of its establishment of a €3 billion (US$3.8b) medium term note programme from which its Singapore Branch, Hong Kong Branch, Dubai International Financial Centre (DIFC) Branch or other foreign branch, as the case may be, may from time to time drawdown notes denominated in any currency agreed between Axis Bank and the relevant dealer. Partner Shameek Chaudhuri led the transaction which was signed on 19 September 2014. AZB & Partners has also advised ACB (India) Ltd in respect of its IPO of up to 30.94 million equity shares by Pineridge Investment Ltd, Ganesh Chandra Mrig and Ashok Mrig. Partner Varoon Chandra led the transaction which was announced on 1 October 2014. Clayton Utz has advised Linking Melbourne Authority in respect of achieving financial close on 3 October 2014 with the State of Victoria on the landmark A$6.8 billion (US$5.9m) East West Link Stage One road PPP. The Victorian government appointed the East West Connect consortium (comprising of Lend Lease, Bouygues, Acciona and led by Capella Capital) to finance, design, construct, operate and maintain East West Link Stage One for a 25-year period. The project also marks the first time in Australia that a government will deliver a road by an availability PPP model while retaining demand risk on toll revenue. Partner Brad Vann, supported by partners Naomi Kelly, Sallyanne Everett, Steve Murray, Dan Fitts and Kym Fraser, led the transaction. Clayton Utz has also advised Macquarie Capital (Australia) Ltd, Evans and Partners Pty Ltd and Morgans Corporate Ltd as the joint lead managers in respect of Regis Healthcare Ltd’s A$485.8 million (US$425.7m) IPO on the ASX. Macquarie Capital (Australia) also acted as global co-ordinator and book-runner. Regis is one of Australia’s largest and most geographically diversified private residential aged care providers, operating 45 facilities primarily in metropolitan areas. Partner Brendan Groves led the transaction. Clifford Chance has advised Asia Strategic MedTech Holdings, a 3i portfolio company, in respect of the US$195 million sale of LHi Technology to US-based Carlisle Companies Inc. LHi Technology is a leading medical cables manufacturer focused on the production of patient monitoring and surgical cable interconnects and assemblies. It is a major supplier to the growing global medical assemblies market and is the only Asia-based supplier to develop, manufacture and sell medical cable assemblies exclusively to medical device companies and original equipment manufacturers internationally. 3i Group plc is a leading international investment manager focused on mid-market private equity, infrastructure and debt management. It has offices in nine countries across the Americas, Asia and Europe and has £12.9 billion (US$20.74b) total assets under management as of 31 March 2014. Singapore corporate partner Lee Taylor, assisted by London antitrust partner Jenine Hulsmann, led the transaction. Clifford Chance has also acted as international counsel for Sime Darby Plantation Sdh Bhd, a wholly-owned subsidiary of Sime Darby Berhad, in respect of its proposed acquisition of New Britain Palm Oil Ltd (NBPOL). The cash offer of £7.15 (US$11.50) per share to acquire all the voting shares in NBPOL valuing the company at £1.07 billion (US$1.72b), is subject to satisfaction of a number of conditions, including EU merger clearance and a minimum acceptance level which would provide Sime Darby Plantation with at least 51 percent of NBPOL’s voting shares. Sime Darby Plantation is the plantation and agri-business arm of Sime Darby Group. It is one of the world’s largest plantation companies, producing about 5 percent of the crude palm oil output globally. NBPOL, a company located in Papua New Guinea (PNG) with a primary listing on the Port Moresby Stock Exchange and a secondary listing on the London Stock Exchange, is one of the world’s leading producers of sustainable palm oil. It has a vertically integrated operation in PNG and the Solomon Islands and is also the largest domestic sugar and beef producer in PNG. Singapore corporate partner Lee Taylor, assisted by London corporate partner Lee Coney and antitrust partner Jenine Hulsmann, led the transaction whilst Christopher & Lee Ong acted as Malaysian counsel and Leahy Lewin Lowing Sullivan Lawyers acted as PNG counsel. Colin Ng & Partners has acted as Singapore counsel for Ocean Dial Asset Management Singapore Pte Ltd (Ocean Dial) in respect of the launch of Ocean Dial Absolute Return Fund (ODARF), an Ocean Dial-managed fund focused on, inter alia, systematically trading on Asian markets through liquid equity indices. ODARF is offered only to high net worth individuals and corporations. The firm earlier advised Ocean Dial on its registration as a registered fund management company with the Monetary Authority of Singapore and the launch of its other funds. Partner Bill Jamieson led the transaction whilst Conyers Dill & Pearman acted as Cayman Islands counsel. Colin Ng & Partners has also acted for SGX mainboard-listed Achieva Ltd in respect of its S$5 million (US$3.93m) sale to SGX mainboard-listed Serial System Ltd of 49 percent equity interests in its wholly-owned subsidiary Achieva Technology Pte Ltd, a leading Asia Pacific IT distributor and solutions provider in electronic and digital lifestyle products and services which has various wholly-owned subsidiaries in South East Asia and Australia. Managing partner Lisa Theng and partner Gregory Chan led the transaction which was completed on 30 September 2014. Davis Polk has advised Barclays Bank PLC and The Hongkong and Shanghai Banking Corp Ltd as the joint lead managers in respect of the Rule 144A/Regulation S offering by National Savings Bank of its US$250 million 5.15 percent senior notes due 2019. Established in 1971, National Savings Bank is one of the largest banks in Sri Lanka in terms of customer reach and third-largest in terms of total customer deposit base. Partners Eugene C Gregor and John D Paton led the transaction whilst Nithya Partners advised as to Sri Lankan law. National Savings Bank was advised by Milbank, Tweed, Hadley & McCloy as to US law and by the Attorney General of Sri Lanka as to Sri Lankan law. DFDL, together with Allen & Overy, has advised the Theun-Hinboun Power Company Ltd (THPC) Lenders in respect of the closing of share transfer transactions. THPC owns and operates a 500MW hydropower project in Bolikhamxay and Khammouane provinces in the Lao PDR. The hydropower plant began commercial operations in 1998 and supplies electricity to Thailand and the Lao PDR. The THPC expansion was inaugurated in January 2013. The shareholders of the project are GMS Power International Pte Ltd (20 percent), Nordic Hydropower AB (20 percent) and EDL-Generation Public Company (EdL-Gen) (60 percent). EDL-Gen is listed on the Lao Securities Exchange and is presently 75 percent owned by Electricité du Laos, which is 100 percent owned by the Government of Lao PDR. Under the share transfer transactions, GMS Lao Company transferred its entire 20 percent equity interest in THPC to GMS Power International whilst Asian Power Invest AB and Statkraft SF transferred their interests in Nordic Hydropower AB to SN Power AS. Nordic Hydropower AB holds a 20 percent equity interest in THPC. Walter Heiser and Walanchathas Sanguanwong led the transaction which closed on 24 September 2014. DFDL, together with Allen & Overy, has also advised the Nam Ngiep 1 Power Company Ltd (NNP1) in respect of the limited recourse financing of its 290MW hydropower project in Bolikhamxay and Xaysomboun provinces, Lao PDR. This is the first significant investment by a Japanese sponsor in the Lao hydro sector since Nam Ngum 1 in the 1960s, the first hydro financing by Japan Bank for International Cooperation (JBIC) in the Lao PDR and the most recent large hydro financing by the Asian Development Bank (ADB) since Nam Theun 2 in 2010. The project is a joint venture between the Government of the Lao PDR (via Lao Holding State Enterprise), KPIC Netherlands, a subsidiary of Japan’s Kansai Electric Power Company, and EGAT International. Kansai is the second largest power utility in Japan whilst EGAT International is an international arm of the Electricity Generating Authority of Thailand (EGAT). Commercial operations are scheduled to commence in 2019. NNP1 has entered into long-term power purchase agreements with EGAT (95 percent) and Electricité du Laos (5 percent). The senior project loans were provided by a syndicate of Thai and Japanese banks and ADB. The subordinated LHSE equity financing was provided by a consortium of JBIC and certain Thai banks. Bangkok-based partner and chairman David D Doran led the transaction. Clifford Chance acted as project counsel whilst McDonald Steed McGrath acted as Lao counsel for the lenders. ELP has advised Senco Gold Ltd (SGL), the promoters and the other shareholders in respect of the INR80 crores (US$13.1m) investment thru subscription to compulsorily convertible preference shares and equity shares in SGL by Mauritius-based fund SAIF Partners India IV Ltd. SGL is one of the few jewellery companies that have received private equity infusion. The jewellery sector is subject to a lot of regulatory restrictions and severe scrutiny. Accordingly, it was important to have correctly negotiated the representations and warranties which were being provided by SGL and the promoters of SGL. Partners Suhail Nathani and Darshan Upadhyay and associate partner Deep Roy led the transaction which closed on 8 October 2014. Khaitan and Co Kolkata advised SAIF Partners India IV. ELP has also advised Triton Fund in respect of its acquisition of Alstom’s auxiliary business globally. For the Indian leg, the acquisition was concluded by entering into a business transfer agreement between Alstom India Ltd and the Indian entity held by a Triton entity. Managing partner Rohan Shah and partners Darshan Upadhyay and Rohit Jain led the transaction which has a global deal value of €730 million (US$1.17b) and an Indian leg value of INR513 million (US$8.4m). Linklaters also advised Triton. Alstom was advised by Amarchand Mangaldas and Freshfields. Fried Frank, Skadden and Greenberg Traurig have acted as co-counsel to Anbang Insurance Group Co Ltd in respect of its agreement to purchase the Waldorf Astoria New York from Hilton Worldwide Holdings Inc for US$1.95 billion. As part of the deal, Anbang will grant Hilton Worldwide a management agreement to continue to operate the property for the next 100 years and the hotel will undergo a major renovation. Fried Frank was led by real estate department chairman partner Jonathan L Mechanic, supported by real estate partners Franz R Rassman and David Karnovsky and tax partner Robert Cassanos. Skadden was led by partner Audrey L Sokoloff whilst Greenberg Traurig was led by global real estate practice chair Robert J Ivanhoe. J Sagar Associates has advised Goldman Sachs in respect of the sale to private equity giant Blackstone and developer Embassy Group of its 73 percent stake in City View Bangalore Properties Private Ltd which is developing a “Four Seasons Hotel and Private Residences” project at Bangalore. Partner Vivek K Chandy led the transaction whilst Sullivan & Cromwell, led by partner Robert Schlein, also advised Goldman Sachs. Embassy and Blackstone were represented by Amarchand Mangaldas Bangalore, led by partner Reeba Chacko. Blackstone was also represented by Simpson Thacher & Bartlett. J Sagar Associates has also advised Juniper Networks India Private Ltd in respect of the sale, which was structured as a business transfer agreement in India, of Junos Pulse business to Pulse Secure Technologies (India) Private Ltd. Partners Vivek Chandy and Raj Ramachandran led the transaction. Pulse Secure Technologies (India) was represented by S&R Associates. Khaitan & Co has acted as Indian counsel for Axis Bank Ltd DIFC Branch in respect of a corporate guarantee provided by Crompton Greaves Ltd to secure the €20 million (US$25.26m) facilities availed by Crompton Greaves Middle East FZE. Partner Devidas Banerji led the transaction. Khaitan & Co has also advised Mashreq Bank PSC in respect of a corporate guarantee provided by Graviss Foods Pvt Ltd to secure the AED7.5 million (US$2m) credit facilities availed by Pure Ice Cream LLC from Mashreq Bank. Associate partner Kumar Saurabh Singh led the transaction. Kirkland & Ellis has represented Trina Solar Ltd, an NYSE-listed solar energy company based in China, in respect of its concurrent US$115 million Rule 144/Regulation S offering of convertible senior notes due 2019 with a registered stock borrow facility and US$30 million follow-on offering of American depositary shares. Hong Kong corporate partners David Zhang and Benjamin Su led the transaction. Latham & Watkins has advised the Japan Bank for International Cooperation (JBIC), Nippon Export and Investment Insurance (NEXI) and a group of 29 commercial banks in respect of the US$7.4 billion debt financing for the Cameron LNG liquefaction-export project in Hackberry, Louisiana. The financing consisted of a JBIC loan of US$2.5 billion and a commercial bank loan of US$4.9 billion, with NEXI providing insurance for US$2 billion of the commercial bank tranche. The project, with a total cost of approximately US$10 billion, is being developed by Sempra, GDF SUEZ, Mitsui and Japan LNG Investment LLC, a company jointly owned by Mitsubishi Corp and Nippon Yusen Kabashiki Kaisha, and will consist of three liquefaction trains capable of exporting up to 12 million tonnes per annum of liquefied natural gas. Partners Bill Voge, Matthew Henegar, Joel Mack, Joseph Bevash, Michael Yoshii, Hiroki Kobayashi, Warren Lilien, James Barrett, Kenneth Simon and David Shapiro led the transaction. Luthra & Luthra Law Offices has advised Merck Inc in respect of the sale of its consumer health care business to Bayer AG for US$14.2 billion. Partners Deepak THM, Lokesh Shah, Vaibhav Kakkar and Gayatri Roy led the transaction. Maples and Calder has acted as British Virgin Islands counsel to Datang Telecom (HongKong) Holdings Co Ltd in respect of its issue of RMB1 billion (US$163.24m) 5.5 percent guaranteed notes due 2017. The notes, which will be listed on the SGX-ST, will have the benefit of a keepwell and liquidity support deed and a deed of equity interest purchase undertaking by Datang Telecom Technology Co Ltd, one of the leading providers of communications and information technology products and services in the PRC. Partner Jenny Nip led the transaction whilst Linklaters acted as Hong Kong counsel. Clifford Chance acted as Hong Kong counsel to joint lead managers DBS Bank Ltd and Deutsche Bank AG Hong Kong Branch. Maples and Calder has also acted as Cayman Islands counsel to the special committee of Charm Communications Inc, a Cayman Islands company listed on NASDAQ, in respect of a take-private offer from CMC Capital Partners HK Ltd and He Dang and his affiliates, Merry Circle Trading Ltd and Honour Idea Ltd. The deal value was estimated to be US$87 million. Charm is a leading advertising agency group in China that offers integrated advertising services with particular focus on television and the internet. Partner Greg Knowles led the transaction whilst Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, led by partner Jerry Ku, acted as US counsel. Simpson Thacher & Bartlett acted as US counsel to the buyer group. Norton Rose Fulbright has advised Lianhua Supermarket Holdings in respect of the RMB898 million (US$146m) acquisition of the entire equity interest in Yiwu City Life Supermarket from its controlling shareholder Bailian Group. A wholly-owned subsidiary of Bailian Group, Yiwu City Life is principally engaged in the development and operation of the Yiwu Property which is expected to develop into a mega hypermarket. HKSE-listed Lianhua is principally engaged in retail chain business, operating hypermarkets, supermarkets and convenience stores in China. Psyche Tai, corporate partner in the Hong Kong office, led the transaction which was signed on 19 September 2014 and is expected to close before 31 March 2015. Norton Rose Fulbright has also advised the Islamic Development Bank (IsDB) in respect of its US$1.5 billion 2.111 percent trust certificates due 2019 issued under its US$10 billion trust certificate issuance programme. This follows an earlier US$1.5 billion drawdown in March 2014. The joint lead managers were CIMB Bank (L) Ltd, Deutsche Bank AG London Branch, First Gulf Bank PJSC, GIB Capital LLC, HSBC Bank plc, Maybank Investment Bank Berhad, National Bank of Abu Dhabi PJSC, Natixis and Standard Chartered Bank. The co-lead managers were Bank of London and the Middle East PLC and NCB Capital Company. Dubai partners Gregory Man and Mohammed Paracha led the transaction. Dentons advised the managers whilst Ogier provided Jersey law advice. Paul Hastings has advised WH Group Ltd in respect of its US$1.5 billion term loan facility provided by certain banks. WH Group is the world’s largest pork company with global leadership across key segments of the industry value chain, including packaged meats, fresh pork and hog production. Proceeds from the facility will be used to refinance the entire outstanding principal of WH Group’s existing US$4 billion term loan facility from 2013. Chair of Greater China partner Raymond Li and corporate partners Vivian Lam and Catherine Tsang led the transaction. Paul Hastings has also represented CLSA Ltd as the sole global coordinator and Credit Suisse (Singapore) Ltd and Macquarie Capital (Singapore) Pte Ltd as joint global bookrunners in respect of the secondary offering of common shares of Premium Leisure Corp by shareholders Belle Corp, APC Group Inc, Foundation Capital Resources Inc and Parallax Resources Inc. Formerly known as Sinophil Corp, Premium Leisure is a Philippines-based gaming company whose common shares are listed on the Philippine Stock Exchange. Capital markets partner Steven Winegar led the transaction. Rajah & Tann has advised Oversea-Chinese Banking Corp Ltd in respect of the acquisition by its wholly-owned subsidiary, Specialists’ Centre Private Ltd, of the entire issued share capital and outstanding shareholder’s loans in Orchardgateway Private Ltd (formerly the UE Orchard Pte Ltd) and Orchardgateway Link Private Ltd (formerly the UE Somerset Pte Ltd). The aggregate value of the deal is approximately S$350 million (US$275.3m). Orchardgateway Private Ltd and Orchardgateway Link Private Ltd are entities which have undertaken the redevelopment works for the mixed-use development project at Orchard Road, namely orchardgateway, which includes the retail mall and hotel located at 277 Orchard Road and the glass overhead bridge and underground pass linking orchardgateway to 218 Orchard Road. Partners Goh Kian Hwee and Cheng Yoke Ping led the transaction which was completed on 30 September 2014. RHTLaw Taylor Wessing advised United Engineers Ltd. Rajah & Tann is also advising SGX-ST mainboard-listed HG Metal Manufacturing Ltd in respect of its S$14.7 million (US$11.6m) placement of shares to SEAVI Advent Investments Ltd and Rise Capital Ventures Ltd. HG Metal is engaged in wholesale, retailing, trading, sourcing and distribution of steel products and provides steel processing or finishing services, product customisation and solutions for specialised industries. Partner Danny Lim is leading the transaction which is yet to be completed. Slaughter and May is advising Attarat Power Company (APCO) and the project sponsors, Eesti Energia AS and YTL Power International Berhad, in respect of the development of a 554 megawatt (gross) oil shale-fired power station at Attarat um Ghudran, Jordan. The independent power project is notable for the use of an unconventional fuel, with the oil shale being mined, processed and converted to electrical power on site. APCO will develop, design, finance, construct, own, operate and maintain the plant and related mine and provide power capacity and energy output to National Electric Power Company (NEPCO), a Jordanian public shareholding company. On 1 October 2014, APCO and NEPCO (whose obligations are backed by the Government of the Hashemite Kingdom of Jordan) entered into a power purchase agreement (PPA) for the sale and purchase of power capacity and energy output produced by the plant. The PPA is for a term of 30 years from financial close, subject to extension. The plant is scheduled to start generating electricity for general consumption in the second half of 2018. APCO also entered into a mining agreement with the Government of Jordan which grants APCO the right to perform mining operations and extract and consume oil shale on the site at Attarat um Ghudran. Corporate and commercial partner Simon Hall led the transaction. Skadden has represented Malaysia-based MOL Global Inc, a leading e-payment enabler for online goods and services, in respect of its US$168.8 million IPO on NASDAQ. MOL Global is the first Malaysia-based company to list in the US and the transaction is also the first South East Asian technology IPO on NASDAQ in over a decade. The American depositary shares began trading on the NASDAQ Global Market on 9 October 2014 and the offering is expected to close on or about 15 October 2014. Asia corporate partners Jonathan Stone and Rajeev Duggal, Washington DC corporate partner Brian V Breheny and Los Angeles tax partner Michael Beinus led the transaction. Thanathip & Partners has represented Inter Far East Engineering Public Company Ltd in respect of its β273 million (US$8.4m) acquisition of 80 percent equity interest in Green Growth Company Ltd, a 10 megawatts wind power plant in Nakhon Si Thamarat Province. Managing partner Thanathip Pichedvanichok led the transaction. Thanathip & Partners has also advised Inter Far East Engineering Public Company Ltd in respect of its expansion in renewable energy projects through an acquisition, by way of partial business transfer and subsequent acquisition of entire equity interest from its existing shareholder Scan Inter Public Company Ltd, of Scan Inter Far East Energy Company Ltd, a 2.5 megawatts solar power plant in Lopburi Province, for β241.8 million (US$7.46m). Managing partner Thanathip Pichedvanichok also led the transaction. Weerawong Chinnavat & Peangpanor has acted as Thai counsel for Bangkok Dusit Medical Services Public Company Ltd, Thailand’s largest medical services network and a leading healthcare provider, in respect of the offering and issuance of β10 billion (US$308.3m) US dollar-settled convertible bonds. This transaction is the first Thai Baht-denominated zero-coupon convertible bond issued by a Thai issuer. The offering was made under Regulation S to investors outside Thailand and the US. The bonds are listed on the SGX-ST. Bank of America Merrill Lynch, Credit Suisse, Phatra Securities and The Siam Commercial Bank acted as joint book-runners and joint lead managers for the transaction which closed on 18 September 2014. WongPartnership has acted for The Bank of East Asia Ltd, acting through its Singapore Branch, in respect of the establishment of its US$2 billion multicurrency MTN programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction. WongPartnership has also acted for DBS Bank Ltd, Oversea-Chinese Banking Corp Ltd and Malayan Banking Berhad Singapore Branch as the arrangers and lenders in respect of a S$260 million (US$204m) facility to RCMS Properties Private Ltd for, inter alia, the refinancing of the borrower’s outstanding debt and for its general working capital requirements secured over, inter alia, The Ritz Carlton, Millenia, Singapore. Partners Susan Wong, Dorothy Marie Ng, Hui Choon Yuen and Serene Soh led the transaction. |
Deals – 6 October 2014
Allen & Gledhill has advised DBS Bank Ltd and DBS Trustee Ltd in respect of the establishment of a S$300 million (US$234m) multicurrency medium term note programme by China Coal Solution (Singapore) Pte Ltd (CCS). DBS Bank was appointed arranger, issuing and paying agent, agent bank and registrar for the programme. DBS Trustee was appointed trustee for holders of the notes. Under the programme, CCS issued US$180 million 7.5 percent notes due 2016. DBS Bank was appointed sole lead manager and book-runner in respect of the notes. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised IREIT Global Group Pte Ltd as manager in respect of its IPO. IREIT Global is the first SGX-listed real estate investment trust established for investing in real estate in Europe used primarily for office purposes. The gross proceeds raised were approximately S$369 million (US$287.9m). IREIT Global’s initial portfolio which is located in Germany is valued at approximately S$478 million (US$372.9m). Partners Jerry Koh and Teh Hoe Yue led the transaction. Allens has acted for Lazard Australia Private Equity in respect of its buyout of Australian infrastructure solutions business Skybridge. Skybridge specialises in infrastructure and asset management, installation and maintenance for corporate and government clients throughout Australia. Lazard Australia Private Equity manages a range of investments across two funds with assets under management in excess of A$450 million (US$393m). Partner and co-head of the firm’s private equity practice Mark Malinas, with corporate managing associate Emin Altiparmak, led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co has advised IDFC Ltd in respect of its qualified institutions placement of 73 million equity shares aggregating to 1,000.10 crores (US$162.34m) to domestic qualified institutional buyers. The placement was one of the largest equity offerings made only to domestic Indian investors. IDFC undertook the issuance to reduce its foreign shareholding to below 50 percent of its paid-up, issued and subscribed capital, in accordance with the requirements of the in-principle approval dated 9 April 9 2014 from the RBI to set up a new bank pursuant to the RBI Guidelines for Licensing of New Banks in the Private Sector issued on 22 February 2013. Managing partner Shardul S Shroff and partner Prashant Gupta led the transaction which closed on 16 September 2014. AZB & Partners Mumbai advised the book-running lead managers. Amarchand & Mangaldas & Suresh A Shroff & Co has also acted as sole transaction counsel for International Finance Corp in respect of its establishment of INR6,000 crores (US$974.6m) bond program in India for the issue of rupee denominated bonds to institutional investors on a private placement basis under a shelf-tranche structure. The bonds, termed by IFC as the “IFC Maharaja Bonds”, and have been listed on the NSE. The inaugural issue comprised of four tranches aggregating to INR600 crores (US$97.4m) with different maturities under the same issuance. IFC can increase the size of the issuance according to its funding needs by undertaking “tap” issuances. All proceeds of bonds will be used for infrastructure investments in India. The bonds have been rated AAA by international credit rating agencies and carry a higher rating than Indian sovereign rating, allowing it to be priced at approximately 50 basis points below the Indian Government Bond (IGB) yields of comparable maturities. This is the first time a bond issuance in the Indian domestic markets has been priced below the IGB benchmark yield curve. Approvals from various government departments and regulators including Ministry of Finance, Ministry of Corporate Affairs, SEBI, RBI, CBDT, IRDA and PFRDA, have been obtained for undertaking this issue. This is the second time a bond issuance is being undertaken by a supranational entity in India denominated in rupees which is listed on an Indian stock exchange, the only other issuance having been done a decade ago by Asian Development Bank in 2004. HSBC, ICICI Securities Primary Dealership, and SBI Capital Markets were the lead arrangers for the issuance. Mumbai- based Finance & DCM Partner Niloufer Lam led the transaction. Appleby has acted as Cayman counsel for New Concepts Holdings in respect of its listing on the Main Board of the HKSE on 19 September 2014, with gross proceeds of approximately HK$86 million (US$11m). New Concepts is a contractor in the Hong Kong construction industry and is principally engaged in foundation, civil engineering and general building work in Hong Kong. New Concepts will use the net proceeds from the public offering to acquire additional machinery and equipment for foundation work, to hire staff, as well as for general working capital. Judy Lee, a corporate partner in the Hong Kong office, led the transaction whilst Christine M Koo & Ip advised as to Hong Kong law and Leong Hon Man Law Office advised as to Macau law. Chiu & Partners acted for the sponsors and underwriters as to Hong Kong law. AZB & Partners has advised CRIF SpA, an existing shareholder of High Mark Credit Information Services Private Ltd, in respect of increasing its shareholding from 9.09 percent up to 72.5 percent of the paid-up share capital of High Mark. Partner Alka Nalavadi led the transaction. AZB & Partners has also advised AEGON India Holding BV and AEGON International BV in respect of the restatement of existing joint venture agreement to facilitate exit for Religare from AEGON Religare Life Insurance Company Ltd. Religare currently holds 44 percent of AEGON Religare Life Insurance Company’s equity share capital. Religare will exit once a replacement shareholder is identified and is approved by the regulatory authorities. Partner Essaji Vahanvati led the transaction. Baker & McKenzie is advising Australia’s Indophil Resources in respect of the Philippine’s Alsons Prime Investments Corp’s A$360 million (US$314m) cash takeover of Indophil, which owns a 37.5 percent interest in the Tampakan copper-gold project in the Philippines. The deal is proceeding via scheme of arrangement and awaits approval by Indophil shareholders and the Foreign Investment Review Board. Alsons already owns 19.99 percent of Indophil, making it the Australian mining company’s largest shareholder. Melbourne-based partners Richard Lustig and Simon De Young are leading the transaction. Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firm in Singapore, has advised Medi-Rad Associates Ltd, a subsidiary of IHH Healthcare Berhad, in respect of the S$137 million (US$107.6m) acquisition of RadLink-Asia Pte Ltd from India’s Fortis Healthcare Ltd. RadLink is Singapore’s largest provider of outpatient diagnostic imaging, nuclear medicine and leading radiopharmaceuticals. IHH Healthcare Berhad, which is listed on both the Singapore and Malaysia stock exchanges, is the world’s second-largest listed healthcare operator by market capitalisation and is a leading player in its home markets of Singapore, Malaysia and Turkey. Completion of the transaction is conditional on, amongst others, approval from the Competition Commission of Singapore. The transaction was led by principal Kelvin Poa with principal Ken Chia. Clifford Chance has advised Khazanah Nasional Berhad in respect of its strategic investment in China Huarong Asset Management Co Ltd via its wholly-owned investment entity. China Huarong is the largest assets management company in China with total assets of RMB400 billion (US$65b). Along with Khazanah, China Huarong has introduced seven other strategic investors in this round of strategic investment, including China Life (an existing shareholder of China Huarong), Warburg Pincus, CITIC, CICC, COFCO, FOSUN and Goldman Sachs. The eight strategic investors (including Khazanah) invested a total of RMB14.543 billion (US$2.36b), accounting for 20.98 percent of China Huarong’s enlarged share capital. Beijing corporate partner Terence Foo and Hong Kong capital markets partner Fang Liu led the transaction. Clifford Chance has also advised Morgans Corporate Ltd and Petra Capital Pty Ltd as underwriters in respect of Ingenia Communities’ A$89.1 million (US$77.8m) capital raising. ASX-listed Ingenia is the largest owner-operator of seniors rental communities in Australia. The capital raising was implemented through a placement and accelerated institutional entitlement offer to sophisticated and wholesale investors. Morgans Corporate and Petra Capital were the joint lead managers, underwriters and book-runners for the capital raising. Moelis Australia Advisory Pty Ltd acted as financial adviser to Ingenia while CLSA Ltd acted as co-lead manager to the placement. Partner Lance Sacks led the transaction. Colin Ng & Partners has acted for AIM-listed investment company Eredene Capital PLC in respect of the sale of Aboyne Mauritius Ltd, one of its portfolio companies. Aboyne owns Matheran Realty Private Ltd and Gopi Resorts Private Ltd, the owners of an integrated residential township development project on about 100 acres of contiguous land in Karjat Taluka, Maharashtra, India. Partner Bill Jamieson led the transaction. Davis Polk has advised The Hongkong and Shanghai Banking Corp Ltd, Morgan Stanley & Co International plc and Merrill Lynch International as initial purchasers in respect of a US$200 million Rule 144A/Regulation S offering by Honghua Group Ltd of its 7.45 percent senior notes due 2019. HKSE-listed Honghua Group is a global leading provider of oil and gas drilling equipment and components as well as oil and gas engineering services. It is the biggest exporter of drilling rigs in China and one of the largest land drilling rig manufacturers in the world. Partners Eugene C Gregor and John B Reynolds III led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Honghua Group was advised by Skadden, Arps, Slate, Meagher & Flom as to US, Hong Kong and Russian laws, Commerce & Finance Law Offices as to PRC law, Al Tamimi & Company as to UAE law and Appleby as to Cayman Islands law. Davis Polk has also advised ICICI Bank Ltd, acting through its Dubai branch, in respect of a Rule 144A/Regulation S offering of US$500 million 3.5 percent notes due 2020 under its US$7.5 billion medium-term note program. The Hongkong and Shanghai Banking Corp Ltd, Merrill Lynch International and two other investment banks were the joint lead managers and dealers for the offering. ICICI Bank is the largest private sector bank and the second-largest bank in India in terms of total assets. Partners Eugene C Gregor and Margaret E Tahyar led the transaction whilst Amarchand & Mangaldas advised as to Indian law, Allen & Gledhill as to Singapore law, Zu’bi & Partners as to Bahrain law and Al Tamimi as to Dubai law. The initial purchasers were advised by Latham & Watkins as to US and English laws. ELP has advised ICICI Bank Ltd in respect of the granting of credit facilities, including a rupee term loan of up to INR640 million (US$10.37m) and a bank guarantee facility of up to INR106.1 million (US$1.7m), to Agroh Biaora Tollways Private Ltd for the development, maintenance and operation of two-laning of Biaora–Madhya Pradesh / Rajasthan border (NH-12) road on a design, build, finance, operate and transfer toll basis. Partner Jeet Sen Gupta and associate partner Deep Roy led the transaction. ELP has also advised India Infoline Finance Ltd and The IIFL Real Estate Fund (Domestic) Series 1 as subscribers in respect of the issuance of secured non-convertible debentures by a leading real estate company of secured, fully paid up redeemable, unlisted, non-convertible debentures, each amounting to INR100,000 (US$1,620) up to INR80 crores (US$12.96m) to raise funds for the construction of a residential cum commercial building. Partner Jeet Sen Gupta and associate partner Deep Roy also led the transaction which closed on 19 September 2014. Eversheds has advised China Merchants Securities (Hong Kong) in respect of the HK$370 million (US$47.65m) IPO of Jiashili Group Ltd, one of the largest biscuit manufacturers in the PRC. The company was successfully listed on 25 September 2014. Jiashili Group raised HK$370 million (US$47.65m) by issuing 100 million shares, which represent 25 percent of the company’s total issued share capital, immediately after the completion of the IPO. The Hong Kong public offering was over-subscribed approximately 28 times. China Merchants Securities, a leading investment bank in China, is the sole global coordinator, sponsor, book-runner and lead manager. Partners Stephen Mok and Norman Hui led the transaction. Gibson, Dunn & Crutcher has represented Murphy Oil and its subsidiaries Murphy Sabah Oil and Murphy Sarawak Oil in respect of the US$2 billion sale of 30 percent of Murphy’s Malaysian oil and gas assets to PT Pertamina Malaysia Eksplorasi Produksi. Singapore partner Brad Roach, assisted by New York partner Jeff Trinklein, led the transaction. Pertamina was represented by Daniel Reinbott and Keith McGuire of Ashurst in Singapore. J Sagar Associates has advised Nexus Ventures III Ltd in respect of its Series C round of investment in SSN Logistics Private Ltd, a company engaged in supply chain and logistics services. Times Internet Ltd and Multiples Private Equity Fund, along with Multiples Private Equity Fund I Ltd, were the other investors who participated in this round of funding. Partner Sidharrth Shankar led the transaction which was valued at approximately INR210 crores (US$34m). Khaitan & Co has advised FCC Co Ltd in respect of the acquisition of RICO Auto Ltd’s entire shareholding in FCC RICO Ltd, a 50-50 joint venture company jointly held by FCC Co Ltd and RICO Auto Ltd, for approximately US$80 million. FCC is a multinational engaged in the manufacture of clutch systems and facings for cars, motorcycles, utility vehicles and other engines, molding and machining of plastics and manufacture of various specialized tools and dies. Partner Zakir Merchant, supported by partner Avaantika Kakkar, led the transaction. Khaitan & Co has also advised Bank of India in respect of the private placement of unsecured, non-convertible additional Tier I Perpetual Basel III Compliant bonds for approximately US$410 million. Bank of India is a leading nationalised bank which has 4,646 branches in India. Partner Nikhilesh Panchal led the transaction. King & Wood Mallesons has acted as PRC counsel for the six lead underwriters in respect of Alibaba Group Holding Ltd’s successful listing on the NYSE on 19 September 2014. In this project, Alibaba and certain selling shareholders issued or sold more than 320 million American Depository Shares (ADS) (excluding green shoe) at US$68 per ADS, raising approximately US$21.8 billion from the offering. This project is the largest-ever IPO in the history of the American capital markets and is also the largest internet company IPO in the world. Alibaba is an international internet company based in China, operating a leading wholesale and retail platform with numerous internet-based businesses. Currently, Alibaba occupies an approximately 80 percent market share in the Chinese e-commerce market. Alibaba’s listing on the NYSE has attracted investors’ focus from all over the world. Immediately after the listing, Alibaba’s share value has rocketed, following a very positive response from the market. In the first trading day, shares increased in value by 38.07 percent, closing at US$93.89. Alibaba has already become the second largest internet company in the world after Google. Maples and Calder acted as Cayman Islands counsel to Alibaba. King & Wood Mallesons has also advised Nan Fung Investment China Holdings Ltd in respect of its joint venture with the HKSE mainboard-listed Shanghai Industrial Urban Development Group Ltd (SIUD). The JV acquired 100 percent shares in and shareholders loan to Continental Land Development Ltd (CLDL) for a total of US$579.3 million. Nan Fung and SIUD indirectly hold 49 percent and 51percent of CLDL, respectively. CLDL is an investment holding company which holds 99 percent equity interest in Shanghai World Trade which owns Shanghaimart, a permanent international trade mart located in the Shanghai Hongqiao Economic Development Zone. Opened in 1999, Shanghaimart is the first permanent international trade mart in the PRC. With an aggregate gross floor area in excess of 280,000 sqm, it is the largest of its kind in Asia. Hong Kong corporate and securities partner Raymond Wong, PRC real estate partner William Jiang, Hong Kong banking partner David Lam and PRC banking partner Stanley Zhou led the transaction. Ashurst and Allbright advised SIUD. Simpson Thacher advised the sellers on the acquisition. Latham & Watkins has represented Citigroup Global Markets, Deutsche Bank, The Hong Kong and Shanghai Banking Corp and Bank of America Merrill Lynch as the lead managers in respect of ICICI Bank’s US$500 million notes offering. The notes, which are due in 2020, have a coupon of 3.5 percent and were issued under ICICI Bank Ltd’s US$7.5 billion global medium term note program. The 144A/Reg-S offering was the first Indian bank dollar bond in four months. Singapore partner Min Yee Ng led the transaction. Latham & Watkins has also represented Bangkok Dusit Medical Services Public Company Ltd, Thailand’s largest private hospital operator, in respect of its US$311 million issuance of zero-coupon convertible bond. The bond is denominated in Thai baht but settled in US dollars. It has a five-year maturity with a three-year investor put and an issuer call at two-and-a-half years. Bank of America Merrill Lynch, Credit Suisse, Phatra and Siam Commercial Bank are the joint book-runners and joint lead managers. The transaction is the first-ever zero-coupon convertible bond issued by a Thai issuer and also the first convertible bond in over three years issued to the international markets. Hong Kong partner Posit Laohaphan and Singapore partner Michael Sturrock led the transaction. Maples and Calder has acted as British Virgin Islands counsel to China Great Wall International Holdings Ltd in respect of its issue of 2.5 percent US$500 million credit enhanced bonds due 2017. The bonds will have the benefit of an irrevocable standby letter of credit issued by the Bank of China Ltd London Branch and a keepwell deed by China Great Wall Asset Management Corp, one of the leading asset management companies in the PRC. The bonds will be listed on the HKSE. Partner Jenny Nip led the transaction whilst Linklaters acted as Hong Kong and English counsel. Clifford Chance acted as English counsel to the joint global coordinators, composed of Bank of China Ltd, BOCI Asia Ltd, Standard Chartered Bank and Guotai Junan Securities (Hong Kong) Ltd. Mayer Brown JSM has advised Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden (FMO), the Dutch Development Bank, in respect of a subscription for 15 percent of the equity in Hamkorbank, one of the most successful midsize private commercial banks in Uzbekistan and a public company traded on the Tashkent Stock Exchange. Together with the International Finance Corp (IFC), which has been a shareholder in Hamkorbank since 2010, FMO and IFC will collectively hold a 30 percent stake in Hamkorbank. Ho Chi Minh City-based consultant David Harrison led the transaction with partners Mark Uhrynuk in Hong Kong and Thomas Vitale in New York. Norton Rose Fulbright has advised Bangkok Bank Public Company Ltd in respect of the β13 billion (US$401.3m) secured term facility to Charoen Pokphand Holding Company Ltd for right-offer subscription of shares in True Corp Public Company Ltd. The Charoen Pokphand Group is a transnational conglomerate that operates in the agribusiness, retail and distribution, and the telecommunications industries with investment in 16 countries. True Corp is the third largest telecommunications operator in Thailand. The transaction involved multi-bilateral facilities provided to Charoen Pokphand Holding Company from a group of banks. Commercial terms of facilities agreements varied from different banks, but other major contractual obligations, such as mandatory prepayments, conditions precedent, representations, financial covenants and other covenants, needed to be reconciled. Bangkok partner Somboon Kitiyansub led the transaction. Norton Rose Fulbright has also advised Natixis Singapore Branch as sole mandated lead arranger and underwriter in respect of a US$225 million limited recourse project financing facility to finance two floating production facilities for PetroFirst Infrastructure Ltd, a joint venture between energy-focused private equity leader First Reserve and oilfield services giant Petrofac. The JV, announced on 26 June 2014, will deploy US$1.25 billion of equity capital, both in purchasing a number of existing floating production, storage and offloading assets from Petrofac’s integrated energy services sector, as well as in new infrastructure projects. The new debt facilities have been provided to two special purpose companies, one holding a mobile offshore production unit “MOPU West Desaru” operated by Petrofac Group offshore Labuan, Malaysia and the other holding a floating production, storage and offloading facility “FPF-003” (formerly “Jasmine Venture”) operated by Mubadala Petroleum offshore Thailand. Proceeds from the financing will allow for the repayment of inter-company debt and shareholder loans. Partner Ben Rose led the transaction. Slaughter and May and Freshfields in London advised First Reserve and Petrofac, respectively. Shook Lin & Bok is acting for Tianjin Zhong Xin Pharmaceutical Group Corp Ltd in respect of the placement to investors in PRC, which involved the allotment and issue of up to 90 million A-Shares in the capital of the company, to raise total proceeds of up to approximately RMB1.154 billion (US$187.9m). Partners Wong Gang and Tan Wei Shyan are leading the transaction. Skadden has represented global confectionary leader The Hershey Company in respect of the initial closing and acquisition of an 80 percent stake in the iconic Shanghai Golden Monkey Food Joint Stock Co Ltd (SGM), a privately-held confectionery company based in Shanghai, China. At the initial closing on 26 September 2014, Hershey’s wholly-owned subsidiary, Hershey Netherlands BV, acquired 80 percent of the total outstanding shares of SGM for RMB2.4 billion (US$390.78m). The remaining 20 percent of the shares of SGM will be acquired by Hershey Netherlands at a second closing, which is scheduled to occur on the one-year anniversary of the initial close, for RMB604.2 million (US$98.38m), subject to the parties obtaining necessary government and regulatory approvals and satisfaction of other closing conditions. The total purchase price upon completion of the second closing will be equal to an enterprise value of RMB3.54 billion (US$576.4m), which includes the net debt of RMB522.2 million (US$85m) limit set for the September 2014 close. M&A partners Martha McGarry (New York) and Gregory Miao (Shanghai), antitrust and competition partner Frederick Depoortere (Brussels) and litigation and enforcement partner Brandley Klein (Hong Kong) led the transaction. Slaughter and May Hong Kong is advising Semiconductor Manufacturing International Corporation (SMIC) in respect of its issue of US$500 million 4.125 percent bonds due 2019 which were sold internationally, including through a Rule144A offering. The joint lead managers for the issue are Deutsche Bank AG Singapore Branch and JP Morgan Securities plc. Approval in-principle has been received for the listing and quotation of the bonds on the SGX and the bonds are expected to be listed on the SGX on 7 October 2014. SMIC is principally engaged in semiconductor manufacturing and sales and is listed on the HKSE and the NYSE. SMIC is one of the leading semiconductor foundries in the world and the largest and most advanced foundry in the PRC. SMIC intends to use the proceeds of the bonds for debt repayment, capital expenditure in relation to capacity expansion associated with 8-inch and 12-inch manufacturing facilities and general corporate purposes. Partners Benita Yu and John Moore led the transaction. Slaughter and May Hong Kong is also advising Credit Suisse (Hong Kong) Ltd as placing agent in respect of the HK$383 million (US$49.3m) secondary placing and sale of shares in IGG Inc held by IDG-Accel China Growth Fund II LP and IDG-Accel China Investors II LP. The placing and sale of shares represent 7.02 percent of the issued share capital of IGG and was undertaken by way of an accelerated book-building process to institutional investors. HKSE-listed IGG is an online games developer. Partner John Moore led the transaction. Trowers & Hamlins has advised the Bahrain Ministry of Transportation in respect of its signing of a concession agreement with a joint venture comprising of National Express plc and Ahmed Mansoor Al A’Ali to develop the public bus network in the country. Once fully operational, around 140 state-of-the-art buses will run a series of routes connecting most areas of the country. The JV between one of the world’s foremost public transport groups and a highly regarded Bahraini company is intended to modernise and develop the bus transport system in Bahrain to meet the needs of an ever-growing economy and population. Partner Abdul-Haq Mohammed led the transaction which was signed on 30 September 2014. Watson, Farley & Williams, practicing in Hong Kong in association with Lau, Leong & Co, has advised Chinese ICBC Financial Leasing Co Ltd in respect of the US$160 million structured refinancing of four containers and two bulk carriers with leading ship-owner Lomar Corp. The Lomar fleet currently stands at over 60 vessels, including more than 20 newbuildings. The vessels’ primary registry is in the Marshall Islands, but they sail under the Singapore flag. Partner Madeline Leong led the transaction. WongPartnership has acted for Oversea-Chinese Banking Corp Ltd and United Overseas Bank Ltd as the arrangers and lenders in respect of a S$600 million (US$468m) facility to Hong Fok Land Ltd for the refinancing of its outstanding debt and for general working capital requirements secured over, inter alia, the Concourse Skyline, a luxury condominium in Singapore. Partners Susan Wong and Dorothy Marie Ng led the transaction. WongPartnership is also acting for The Straits Trading Company Ltd in respect of the S$450 million (US$351m) sale of the 999-year leasehold office tower Straits Trading Building located at 9 Battery Road, Singapore to Sun Venture Group. Partners Carol Anne Tan and Andrew Ang are leading the transaction. |
Deals – 24 September 2014
Allen & Gledhill has advised DBS Bank Ltd, Oversea-Chinese Banking Corp Ltd (OCBC) and DB International Trust (Singapore) Ltd in respect of the establishment of a S$500 million (US$394.4m) secured multicurrency medium term note programme by Lend Lease Retail Investments 3 Pte Ltd (LLRI3). Under the programme, LLRI3 issued S$300 million (US$236.6m) 3.28 percent secured notes due 2021. DBS and OCBC were appointed arrangers for the programme and dealers of the notes. DB International Trust was appointed trustee for holders of the notes. Partners Margaret Chin, Daselin Ang, Sunit Chhabra and Magdalene Leong led the transaction.
Allen & Gledhill has also advised Supernova (Cayman) Ltd, an investment holding company of funds managed by TRG Management LP, in respect of the US$145 million sale of its entire issued share capital of its wholly-owned subsidiary, Supernova Holdings (Singapore) Pte Ltd, to Suzhou Anjie Technology Co Ltd. Partner Song Su-Min led the transaction. Allens has advised the GEO Consortium, comprised of the GEO Group Australia Pty Ltd, John Holland Pty Ltd, Honeywell Ltd and Capella Capital, in respect of winning the right to build and operate the Ravenhall Prison, Victoria’s new medium security men’s prison designed to accommodate 1,000 prisoners. The prison will be located adjacent to the Dame Phyllis Frost Centre and Metropolitan Remand Centre. Partner David Donnelly led the transaction which reached financial close 16 September 2014. Amarchand Mangaldas New Delhi has represented Zuari Fertilisers and Chemicals Ltd (ZFCL) and Zuari Agro Chemicals Ltd (ZACL) in respect of securing the approval of the Competition Commission of India (CCI) through its order dated 4 September 2014 for their proposed acquisition of up to 26 percent stake in the equity share capital of Mangalore Chemicals and Fertilizers Ltd (MCFL). ZFCL and ZACL filed a notification with the CCI on 11 June 2014, pursuant to ZFCL’s public announcement dated 12 May 2014 of the proposed competing bid. On 22 April 2014, Deepak Fertilizers and Chemicals Ltd (DFCL), acting through its subsidiary SCM Soilfert Ltd, also made a public announcement for open offer to acquire up to 26 percent stake in MCFL, which was approved by the CCI on 30 July 2014. This was the first time when the CCI was required to assess a competing bid situation, particularly involving companies active in similar lines of business. Senior partner Pallavi S Shroff led the transaction. ATMD Bird & Bird is representing Macquarie Bank Ltd in respect of its up to S$20 million (US$15.75m) investment in Chasen Holdings Ltd thru the grant of call options entitling Macquarie to subscribe for up to 150 million new shares in Chasen, a Mainboard-listed logistics and specialist relocation company with operations in many countries, including Singapore, Malaysia, the PRC and Vietnam. Partner Marcus Chow is leading the transaction. AZB & Partners has advised Singapore’s sovereign wealth fund the Government of Singapore Investment Corp Private Ltd, through its affiliate, in respect of a framework agreement with listed real estate company Brigade Enterprises Ltd. Under the agreement, the parties will collaborate to invest approximately INR15 billion (US$246.3m) in construction-development projects in South India. Partner Sai Krishna Bharathan led the transaction which was signed on 1 September 2014. AZB & Partners has also advised Kotak Mahindra Capital Company Ltd, IDFC Securities Ltd, CLSA India Private Ltd, Credit Suisse Securities (India) Private Ltd, ICICI Securities Ltd, JM Financial Institutional Securities Ltd and JP Morgan India Private Ltd as the lead managers in respect of IDFC Ltd’s qualified institutions placement of 73 million equity shares aggregating to INR10.1 billion (US$165.8m). Partner Varoon Chandra led the transaction. Davis Polk has advised CAR Inc, the largest car rental company in China, in respect of its IPO and listing on the HKSE and a Rule 144A and Regulation S international offering. Gross proceeds from the offering amounted to approximately HK$3.62 billion ($467m) prior to any exercise of the over-allotment option. The Hong Kong offering was over-subscribed for approximately 202.05 times, hence triggering a full clawback from the international offering to the Hong Kong offering in favor of retail investors. CAR Inc offers comprehensive car rental services through 717 directly operated service locations in 70 major cities in all provinces in China. Morgan Stanley Asia Ltd and Credit Suisse (Hong Kong) Ltd acted as joint sponsors for the Hong Kong offering. Morgan Stanley Asia Ltd, Credit Suisse (Hong Kong) Ltd, China International Capital Corp Hong Kong Securities Ltd and China Renaissance Securities (Hong Kong) Ltd acted as joint global coordinators and joint book-runners for the global offering. Morgan Stanley Asia Ltd, Credit Suisse (Hong Kong) Ltd, China International Capital Corp Hong Kong Securities Ltd, China Renaissance Securities (Hong Kong) Ltd and GF Securities (Hong Kong) Brokerage Ltd acted as joint lead managers for the global offering. Partner Bonnie Y Chan, Li He and John D Paton led the transaction whilst Han Kun Law Offices advised as to PRC law. The underwriting syndicate was advised by Skadden, Arps, Slate, Meagher & Flom and affiliates, led by partners Julie Gao, Christopher Betts and Will Cai, as to US and Hong Kong laws and by King & Wood Mallesons as to PRC law. Gide has advised Le Bélier, a global leader in the manufacture of moulded aluminium safety components for automobiles, in respect of the Chinese aspects of its acquisition of HDPCI Group, a manufacturer of turbo parts and aluminium brakes based in Hong Kong. Le Bélier reported a turnover of €236.3 million (US$303m) in 2013. Considered to be Le Bélier’s main competitor, HDPCI owns two production facilities in mainland China and one in Hungary. Partner Paul-Emmanuel Benachi led the transaction whilst working alongside Marvell Avocats, Le Bélier’s traditional French counsel. J Sagar Associates has acted as domestic counsel for Info Edge, CLSA and IIFL as the joint global coordinators and book-running lead managers in respect of the INR750 crores (US$123.3m) QIP of Info Edge (India) Ltd, the company which runs the well-known portals naukri.com, 99acres.com and jeevansathi.com. Partner Rohitashwa Prasad led the transaction. Khaitan & Co has advised King.com Ltd in respect of successfully enforcing its rights in the artistic works and trademarks embodied in its game Candy Crush Saga by instituting a suit for copyright infringement and passing off in the Bombay High Court against Apeejay Surrendra Park Hotels. The Court restrained Park Hotels from using King’s artistic works and trademarks, initially by granting an ex-parte injunction and then by passing an order in terms of the consent terms between the parties which led to the suit being decreed. The successful action brought judicial recognition to King’s intellectual property rights in its game when the Court held that the marks Candy Crush Saga, Candy Crush are exclusively associated with King and are well-known trademarks. Partner Adheesh Nargolkar led the transaction. Khaitan & Co has also advised Axis Bank Ltd in respect of an approximately US$45 million term loan facility extended to Legitimate Assets Operators Private Ltd for purchase and lease-back of retail store equipment to Future Retail Ltd, secured by lease-rental receivables. Associate partner Kumar Saurabh Singh led the transaction. Norton Rose Fulbright is advising German paragon AG on both German and PRC matters in respect of its joint venture with Chinese Jiangsu Riying Electronics Co Ltd (R&Y) for car electronics and sensor production and distribution in the PRC. The establishment of the 65 percent to 35 percent joint venture in favour of paragon is subject to customary regulatory approvals. Listed in the regulated market (Prime Standard) of Deutsche Börse AG in Frankfurt, paragon develops, produces and sells advanced automotive electronics solutions. It has several branches throughout Germany and subsidiaries in Austin and Shanghai. R&Y is a well-known Chinese developer, manufacturer and distributor of electronic solutions for the automotive and motorcycle industry. Partner Frank Regelin is leading the transaction. Norton Rose Fulbright has also advised the Government of the Hong Kong Special Administrative Region of the People’s Republic of China (HKSAR Government) on English law, Hong Kong law and US Securities law in respect of its inaugural sukuk under the Government Bond Programme. The sukuk, with an issuance size of US$1 billion and a tenor of five years, marks the world’s first US$ denominated sukuk originated by an AAA-rated government. The sukuk saw strong demand from global investors and the tightest spread ever achieved on a benchmark US$ issuance from an Asian government (excluding Japan). The sukuk uses an Ijarah structure, underpinned by selected units in two commercial properties in Hong Kong. The sukuk is issued by a special purpose vehicle, Hong Kong Sukuk 2014 Ltd, which was established and wholly-owned by the HKSAR Government and which will be listed on the HKSE, Bursa Malaysia (Exempt Regime) and NASDAQ Dubai. HSBC and Standard Chartered Bank acted as joint global coordinators, joint lead managers and joint book-runners. CIMB and National Bank of Abu Dhabi acted as joint lead managers and joint book-runners. Abu Dhabi Islamic Bank PJSC, Emirates NBD Capital, Hong Leong Islamic Bank Berhad, OCBC Bank Hong Kong Branch, QInvest and RHB Islamic Bank Berhad were appointed as co-managers. Dubai partner Gregory Man, supported by Hong Kong partner Davide Barzilai, led the transaction. Allen & Overy, led by Hong Kong-based capital markets partner Yvonne Siew, Singapore-based US capital markets partner Ken Aboud, Hong Kong-based partner Alexander Stathopoulos and Hong Kong partner Matthew Hebburn, advised the joint lead managers and co-managers on English law, Hong Kong law and US securities law and also advised DB Trustees (Hong Kong) Ltd as delegate. Reed Smith has represented leading health and life insurance provider Green Crescent Insurance Company PJSC (GCIC) in respect of a strategic alliance with AXA, one of the largest and the leading insurers in the region. The alliance involves the subscription for convertible loan notes by AXA and Kanoo Group which will convert into AED100 million (US$27.2m) worth of shares in GCIC. The investment will double GCIC’s paid-up capital to AED200 million (US$54.4m) upon conversion, allowing GCIC to continue to grow its UAE health insurance business and to optimise its product offering in the life insurance sector. Abu Dhabi corporate partner Arash Amai, assisted by partner Maher Al Mannaee, led the transaction. Norton Rose Fulbright advised AXA. Rodyk & Davidson has advised TEE Land Ltd in respect of the establishment of a S$250 million (US$197m) multicurrency medium term note programme. United Overseas Bank Ltd and DMG & Partners Securities Pte Ltd were appointed as joint lead arrangers and dealers in the establishment of the programme. Corporate partners Valerie Ong and Au Yong Hung Mun led the transaction. Rodyk & Davidson has also acted for Finimo Realty Pte Ltd in respect of the sale of the three levels of strata office units in GB Building at 143 Cecil Street worth S$31.7 million (US$25m). The sale price per square foot is approximately S$1,973 (US$1,554). Real estate partner Lee Liat Yeang led the transaction. Shook Lin & Bok is acting for Felda Global Ventures Holdings Berhad, a Malaysia-based global agricultural and agri-commodities company, in respect of its proposed acquisition of Asian Plantations Ltd, a Singapore-incorporated plantation company listed on London Stock Exchange’s Alternative Investment Market, for a total cash consideration of £120 million (US$196.2m). Partners David Chong and Roy Goh are advising on the transaction which is reportedly the first takeover of a Singapore company listed on the AIM in London. Slaughter and May Hong Kong is advising Jefferies Hong Kong Ltd and JP Morgan Securities (Asia Pacific) Ltd as joint book-runners in respect of CSI Properties Ltd’s top-up placing of shares which involves the placing of existing shares and top-up subscription of new shares for a total consideration of HK$455 million (US$58.7m). CSI Properties intends to use the proceeds for future property investment, primarily in Hong Kong and Macau, and for general working capital purposes. CSI Properties is an investment holding company and is principally engaged in property repositioning and investment. Its subsidiaries are principally engaged in property enhancement and development, property investment, and securities investment in Hong Kong and the PRC. Corporate and commercial partners Benita Yu, John Moore and Clara Choi are leading the transaction. Sullivan & Cromwell has represented ENN Energy China Investment, a wholly-owned subsidiary of ENN Energy Holdings Ltd (Cayman Islands), in respect of its RMB4 billion (US$651m) equity investment representing a 1.12 percent equity interest in Sinopec Marketing (China). Corporate partners Kay Ian Ng (Hong Kong) and Gwen Wong (Beijing) led the transaction which was announced on 12 September 2014. Weerawong, Chinnavat & Peangpanor has advised Sub Sri Thai PCL, owner of the famous Greyhound cafes in Thailand and Hong Kong and exclusive franchisee of Au Bon Pain, Dunkin’ Donuts and Baskin-Robbins in Thailand, in respect of the sale of its 99 percent equity stake in Industrial Enterprise Co Ltd to Sime Darby Plantation Europe Ltd and Sime Morakot Holdings (Thailand) Ltd. The sale of the cooking oil manufacturing company closed on 11 September 2014 at β815 million (US$25.27m). Partner Pakdee Paknara led the transaction. WongPartnership has acted for Frasers Amethyst Pte Ltd in respect of the S$3 billion (US$2.36b) financing granted by Deutsche Bank AG Singapore Branch, Standard Chartered Bank and Sumitomo Mitsui Banking Corp to, inter alia, finance the consideration payable for the acquisition of Australian developer Australand Property Group; and Frasers Amethyst and Frasers Centrepoint Ltd in respect of the S$1.8 billion (US$1.4b) financing granted by Standard Chartered Bank Singapore Branch, Malayan Banking Berhad Singapore Branch and Maybank International Labuan Branch to, inter alia, finance the consideration payable for the acquisition of Australand and refinance a bridge loan facility granted to Frasers Amethyst on July 2014 in connection with the acquisition of Australand. Partner Susan Wong led the transaction. WongPartnership has also acted for Olam International Ltd in respect of its issue of S$400 million (US$315m) 4.25 percent notes due 2019 and its issue of US$300 million 4.5 percent notes due 2020. Partners Colin Ong and Khoo Yuh Huey led the transaction. |