Allen & Overy has advised the book-running lead managers in respect of Yes Bank’s INR29.42 billion (US$490.25m) qualified institutions placement of shares to fund its future expansion. The transaction involved a private placement of shares into the US under Section 4(a)(2) of the US Securities Act of 1933 and a Regulation S offering outside the US. This is one of the first transactions in India where the offer document included the new disclosure requirements specified under the Form PAS-4 prescribed under the Indian Companies (Prospectus and Allotment of Securities) Rules 2014. Partner Amit Singh led the transaction.
Allen & Overy has also advised Bank of America Merrill Lynch, Credit Suisse, HSBC and JP Morgan as joint book-runners in respect of PTT Exploration and Production Public Company Ltd’s (PTTEP) corporate hybrid bond issuance, in what is reported to be the first US$ hybrid issuance by a Thai corporate since 2006. The US$1 billion subordinated perpetual capital securities were offered in a combined Rule 144A/Regulation S transaction to institutional investors internationally. PTTEP is Thailand’s largest exploration and production company of oil and natural gas and is the third largest publicly-listed company on the Stock Exchange of Thailand. Hong Kong-based capital markets partner Alex Stathopoulos and John Lee, with Bangkok corporate and capital markets partner Suparerk Auychai, led the transaction. Allens has advised Wesfarmers in respect of the sale of its insurance broking and premium funding business to US-based risk management and broking company Arthur J Gallagher & Co for just over A$1.01 billion (US$951.8m). The Wesfarmers insurance broking business included OAMPS Insurance Brokers in Australia, OAMPS UK Group in the UK and Crombie Lockwood in New Zealand. The premium funding business included Lumley Finance in Australia and Monument Premium Funding in New Zealand. The matter also saw the insurance broking business enter into a secured A$220 million (US$188.5m) multi-currency debt facility. The deal, which was completed on 16 June 2014, was one of the largest trade sales in the Australian market over the past 12 months. Partners Tom Story, Andrew Pascoe, Julian Donnan, Rob Pick and Ben Farnsworth led the transaction whilst Russell McVeagh and CMS Cameron McKenna acted as New Zealand and UK counsels, respectively. Clayton Utz acted as Australian counsel for Arthur J Gallagher & Co. Herbert Smith Freehills and Bell Gully acted as Australian and New Zealand counsels, respectively, for the banks. Appleby has acted as Cayman counsel for Earthasia International Holdings Ltd in respect of its listing on the Main Board of the HKSE on 25 June 2014, with gross proceeds of approximately HK$120 million (US$15.48m). Earthasia provides landscape architecture service, predominantly in the PRC and Hong Kong. The company will use the majority of the net proceeds to expand the scope of its services and to establish new regional offices in the PRC. Judy Lee, a corporate partner in the Hong Kong office, led the transaction whilst Hastings & Co advised as to Hong Kong law, King & Wood Mallesons and Angara Abello Concepcion Regala & Cruz advised as to PRC and Philippines laws, respectively. Pang & Co, in association with Loeb & Loeb, advised the underwriters as to Hong Kong law whilst Jingtian & Gongcheng advised as to PRC law. Appleby has also acted as Cayman counsel for Cosmo Lady (China) Holdings Ltd in respect of its listing on the Main Board of the HKSE on 26 June 2014, with gross proceeds of approximately HK$1.56 billion (US$201.26m). Cosmo Lady will use majority of the net proceeds for expansion of its retail network, as well as establishment of three logistics centers in Dongguan, Tianjin and Chongqing in China. Cosmo Lady was the largest branded intimate wear enterprise in China in terms of both total retail sales and the number of retail outlets in 2013. Morgan Stanley Asia Ltd and China International Capital Corp Hong Kong Securities Ltd were the sponsors and underwriters to Cosmo Lady. Judy Lee, corporate partner in the Hong Kong office, also led the transaction whilst Simpson Thacher & Bartlett advised as to Hong Kong and US laws and Jingtian & Gongcheng advised as to PRC law. Cleary Gottlieb Steen & Hamilton advised the underwriters as to Hong Kong and US laws whilst Commerce & Finance Law Offices advised as to PRC law. AZB & Partners has advised Tata Steel Ltd and L&T Infrastructure Development Projects Ltd in respect of the sale of 100 percent stake in the Dhamra Port Company Ltd to Adani Ports and Special Economic Zone Ltd for an enterprise value of approximately INR55 billion (US$916.36m). Partner Shameek Chaudhuri led the transaction which was completed on 23 June 2014. AZB & Partners has also advised Intel Capital (Mauritius) Ltd, a foreign venture capital investor registered with the Securities and Exchange Board of India, in respect of its acquisition of 8.28 percent share on a fully diluted basis of Vizury Interactive Solutions Private Ltd, a company duly organized and existing under the laws of India engaged in providing customized advertising services, including tracking the browsing pattern of end users of the customers and providing re-targeting services. Partner Gautam Saha led the transaction which was completed on 5 June 2014. Baker & McKenzie is advising Wheelock Properties Ltd in respect of its landmark HK$5.42 billion (US$699.9m) sale of the East Tower at One Bay East, Kowloon East to leading global banking and financial corporation Citi. The deal marks the largest single office tower sale and purchase transaction in Hong Kong to date. Developed by Wheelock, One Bay East at 83 Hoi Bun Road, Kowloon East is a new premium grade-A office twin tower development with 21-storeys and a total gross floor area of 1,025,000 sq ft. The development is expected to be completed by the end of 2015. Wheelock Properties is a wholly-owned unit of HKSE-listed Wheelock and Company Ltd. Hong Kong-based property partner and head of Greater China real estate Edmond Chan led the transaction. Maples and Calder, led by partner Jenny Nip, also advised Wheelock Properties. Cordells acted as Hong Kong counsel for Citi. Baker & McKenzie has also advised Pacifico Energy KK in respect of the ¥10.98 billion (US$108.27m) non-recourse project financing of its 32 MW solar power generation facility in Kumenan City, Okayama Prefecture, Japan. The loans were provided by The Bank of Tokyo-Mitsubishi UFJ Ltd and The Chugoku Bank Ltd. This non-recourse project financing for a foreign sponsor is a key development in Japan’s growing renewable energy sector, which has seen a burst of solar project activity by both Japanese and foreign companies since Japan’s solar feed-in tariff scheme was introduced in 2012. GE Energy Financial Services has also invested in the project. Partner Gavin Raftery led the transaction. Cheung & Lee, in association with Locke Lord (HK), has represented Manureen Holdings Ltd in respect of its acquisition of the controlling interests of HKSE-listed Cheong Ming Investments Ltd for HK$236.83 million (US$30.56m). The deal, which closed on 20 June 2014, has triggered a mandatory unconditional general offer obligation on Manureen Holdings for acquiring all the shares not already owned by itself and parties acting in concert with it. Hong Kong partner Wing Cheung led the transaction. Michael Li & Co represented Cheong Ming Investments. Cheung & Lee, in association with Locke Lord (HK), has also advised Quam Capital Ltd as the sponsor and underwriting syndicates led by Quam Securities Company Ltd in respect of the Main Board global offering and listing of Hanbo Enterprises Holdings Ltd. The offering is expected to raise up to HK$74.4 million. Hanbo Enterprises, a provider of apparel supply chain management services, is expected to be listed on the Main Board of the HKSE on 11 July 2014. Partner Alfred Lee led the transaction. Pinset Masons advised Hanbo Enterprises as to Hong Kong law. Clifford Chance has advised OCP Asia and FTI Consulting in respect of the resolution of the receivership of Aston Metals Group, a group of companies formally owned by Nathan Tinkler. Aston Metals Ltd (and its subsidiary, Aston Metals (QLD) Ltd) was placed in receivership on 30 August 2013 and subsequently into a parallel administration. The receivership of Aston Metals (QLD) Ltd came to an end on 17 June 2014 as a result of a multi-party financing, asset sale and recapitalisation of the company. The firm advised FTI Consulting, as receivers and managers of Aston Metals Ltd, on the sale of Aston Metal (QLD) Ltd, including the exploration rights to the Walford Creek and Mt Isa tenements in Queensland, to Australia’s Aeon Metals Ltd, and it also advised OCP Asia on the arrangement and subscription for a A$20 million (US$18.85m) secured limited recourse note, A$10 million (US$9.4m) of warrants and 48 million shares in Aeon Metals Ltd. Partners Scott Bache and Lance Sacks led the transaction. Clifford Chance has also advised PTT Exploration and Production Public Company Ltd (PTTEP) in respect of its US$1 billion 144A/Reg S subordinated perpetual capital securities offering, the first Thai corporate issue in the US dollar hybrid securities market. Bank of America Merrill Lynch, Credit Suisse, HSBC and JPMorgan were joint book-runners. PTTEP is Thailand’s largest exploration and production company of oil and natural gas and is the third largest publicly-listed company on the Stock Exchange of Thailand. PTTEP operates more than 40 projects around the world. Partner Crawford Brickley, Asia Pacific head of capital markets, led the transaction with support in Hong Kong from partner Matt Fairclough. Colin Ng & Partners has acted as Singapore counsel for a proposed US$ 200 million medical sector focussed fund with China as the country focus. Structured as a limited partnership, the fund will invest in hospitals, clinics and medical technology for deployment in China. The fund is offered to high net worth individuals and corporations. Partner Bill Jamieson led the transaction. Davis Polk has advised the initial purchasers, composed of Citigroup Global Markets Inc, Goldman Sachs (Asia) LLC, BOCI Asia Ltd, DBS Bank Ltd and Standard Chartered Bank, in respect of the US$1 billion Regulation S offering by Sinopec Group Overseas Development Ltd, a wholly-owned subsidiary of China Petrochemical Corp, of its US$300 million 1.75 percent senior notes due 2017, US$400 million 4.375 percent senior notes due 2024 and US$300 million senior floating-rate notes due 2017. The notes are to be consolidated and form a single class of notes with the US$1.25 billion 1.75 percent senior notes due 2017, US$1 billion 4.375 percent senior notes due 2024 and US$1.5 billion senior floating-rate notes due 2017 issued on 10 April 2014, respectively. China Petrochemical is the largest integrated petroleum and petrochemical company in China and one of the largest in the world in terms of operating revenue. Partner Eugene C. Gregor led the transaction. China Petrochemical Corp was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, by Haiwen & Partners as to PRC law and by Conyers Dill & Pearman as to BVI law. Davis Polk is also advising Tencent Holdings Ltd in respect of its strategic partnership with 58.com Inc. Tencent will subscribe to Class A and Class B ordinary shares of 58.com. Concurrently with the subscription, 58.com will repurchase certain ordinary shares from certain of its existing shareholders. Upon completion of this transaction, Tencent will own 19.9 percent of the total outstanding share capital of 58.com on a fully diluted basis. Tencent and 58.com will also carry out business cooperation in the online classifieds market in China. Founded in 1998, Tencent is one of China’s largest and most widely used internet service portals. 58.com operates China’s largest online marketplace serving local merchants and consumers. Partners Miranda So and Kirtee Kapoor led the transaction. Skadden, Arps, Slate, Meagher & Flom is advising 58.com. Deacons has advised Hung Fook Tong Group Holdings Ltd in respect of its Main Board IPO on the HKSE which launched on 23 June 2014 and is expected to raise up to HK$205.4 million (US$26.5m), subject to the exercise of over-allotment option. Hung Fook Tong produces and sells Chinese herbal drinks and other drink products, Chinese-style soups and tortoise herbal jelly under its award-winning Hung Fook Tong brand. With a market share of 34.4 percent, it was the top retailer of Chinese herbal drinks, soups and tortoise herbal jelly in Hong Kong in 2013, in terms of revenue and number of retail shops. Hung Fook Tong is expected to be listed on the Main Board of the HKSE on 4 July 2014. Ronny Chow, head of the corporate finance practice group, led the transaction. Crosby Securities Ltd, the sole sponsor and sole global coordinator, was advised by Paul Hastings. Khaitan & Co have acted as the domestic advisors to Goldman Sachs (India) Securities Private Ltd and Citigroup Global Markets India Private Ltd as the selling brokers in respect of the offer for sale through stock exchange mechanism by Larsen & Toubro Ltd (L&T) of part of its holding in L&T Finance Holding Ltd for approximately US$35 million. This was the second OFS undertaken by L&T in this financial year to come in compliance with the minimum public shareholding requirement mandated by SEBI and Listing Agreement. Executive Director Sudhir Bassi led the transaction. Khaitan & Co has also advised Punjab National Bank, the lead lender as part of a consortium of banks, in respect of an export credit guarantee facility granted to ABG Cement Ltd in relation to their export obligations towards an overseas buyer for a total consideration of approximately US$56 million. Associate partner Kumar Saurabh Singh led the transaction. Kirkland & Ellis is representing Jefferies Hong Kong Ltd and China International Capital Corp Hong Kong Securities Ltd as joint book-runners in respect of the IPO on the HKSE of Ourgame International Holdings Ltd, a leading online card and board game developer and operator in China which attracts approximately 20 million monthly active users. The global offering is priced at up to US$121 million, before any exercise of the over-allotment option. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Stephanie Lau and Stephanie Tang are leading the transaction. Kirkland & Ellis is also representing Tian Ge Interactive Holdings Ltd, China’s largest social video platform which is partially owned by Sina Corp, in respect of its IPO on the HKSE. UBS AG and China International Capital Corp are joint sponsors on the listing. The global offering is priced at up to US$208 million, before any exercise of the over-allotment option. The listing is scheduled to take place on 9 July 2014. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su and Henry Cheng are leading the transaction. Latham & Watkins has advised Emirates Telecommunications Corp (Etisalat), the leading telecommunications services provider in the UAE, in respect of its debut issuance of US$4.3 billion notes, the Middle East region’s largest ever corporate issuance. The issuance comprised four tranches, consisting of US dollar and euro issuances, with maturities ranging from five to 12 years and unprecedentedly low pricing. The proceeds were utilised by Etisalat to refinance a bridge facility used to fund its €4.2 billion (US$5.7b) purchase of a majority stake in Morocco’s Maroc Telecom from France’s Vivendi. Deutsche Bank, Goldman Sachs, HSBC and RBS acted as the lead managers for the issuance. The notes were offered to investors internationally outside the US pursuant to Regulation S of the US Securities Act of 1933. Partners Nomaan Raja and Andrew Tarbuck led the transaction. Latham & Watkins has also advised Metro Power Company, Infraco Asia and the other shareholders in respect of the US$131.5 million project financing of a 50-MW wind power project in Jhimpir, Sindh Province, Pakistan. The wind power project will help meet the rising electricity demand in Pakistan and provide an extra 270,000 people with environmentally friendly power every year. The project is being financed by Eco Trade and Development Bank, the International Finance Corp, National Bank of Pakistan and United Bank. Singapore partner Stephen McWilliams led the transaction. Maples and Calder has acted as Cayman Islands legal counsel to Baidu Inc in respect of its issue of US$1 billion 2.75 percent notes due 2019. The notes are expected to be listed on the SGX. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell acted as US counsel to Goldman Sachs and JP Morgan Securities as the joint book-runners and joint lead managers. Maples and Calder has also acted as Cayman Islands counsel to Alibaba Group Holding Ltd in respect of its acquisition of the remaining shares of mobile web browser developer UCWeb Inc. Partner Greg Knowles led the transaction whilst Simpson Thacher & Bartlett acted as US counsel. Skadden, Arps, Slate, Meagher & Flom acted as US counsel for UCWeb Inc. Paul Hastings has represented China Vanke Co Ltd in respect of the conversion of its B-shares with a total market value of approximately HK$16.3 billion (US$2.1b) into H-shares and listing the H-shares on the Main Board of the HKSE by way of introduction. CITIC Securities Corporate Finance (HK) Ltd acted as the sole sponsor. China Vanke is a leading residential property developer in China, primarily focussed on the development, sales and management of quality residential properties. Raymond Li, partner and chair of Greater China, and capital markets partner Zhaoyu Ren led the transaction. Paul Hastings has also advised CDH Investments, one of the largest alternative asset management institutions in China, as the subscriber in respect of the HK$300 million (US$38.7m) convertible bond issuance by HKSE-listed China Grand Pharmaceutical and Healthcare Holdings Ltd. China Grand Pharmaceutical and its subsidiaries engage in the research and development, manufacturing and sales of pharmaceutical and healthcare products. In addition, the firm also advised CDH on the US$25 million acquisition of up to 20 percent interest in Shanghai Weicon Optical Co Ltd, a leading contact lens and solutions manufacturer in China. China Grand Pharmaceutical will simultaneously make an acquisition of up to 55 percent in Shanghai Weicon Optical. Partners Vivian Lam and Nan Li led the transaction. Rajah & Tann, with its regional office Rajah & Tann (Thailand) Ltd, Malaysian associate office Christopher & Lee Ong and Cambodian regional office R&T Sok & Heng Law Office, are advising Massimo Zanetti Beverage Group SpA (MZBG) in respect of its acquisition of the Boncafé group, which has operations in Southeast Asia and the Middle East. The deal, which is valued at US$85 million, includes the acquisition of Boncafé’s roasting plants in Thailand and Singapore. MZBG is the first private group in the global coffee market. The Boncafé Group is a leader in the roasting and sale of gourmet coffee and coffee machine equipment in Southeast Asia and Middle East. With the acquisition, MZBG will be able to reinforce its presence in the region. Singapore partners Chia Kim Huat, Lorena Pang, Kala Anandarajah, Dominique Lombardi, Benjamin Cheong, Lim Mei Ann, Larry Lim and Ruth Lin, with Christopher & Lee Ong partner Yon See Ting, R&T Sok & Heng Law Office partner Heng Chhay and Rajah & Tann (Thailand) partners Nattarat Boonyatap and Dussadee Rattanopas, are leading the transaction whilst Afridi & Angell is acting as foreign counsel (Middle East). WongPartnership is advising the vendors, namely Connie Huber Nee (Ting Yuling), Huber Christian Wilhelm, Urs Walter Brunner, Andreas Engler, Ahmed Anthony Geoffrey Billingham, Joe Mohan, Maleerat Thanaprachoom, Goh Wee Hoon, Sopha Teng and Albert Birbaumer. Rajah & Tann has also advised KGI Securities (Singapore) Pte Ltd in respect of its acquisition of the entire share capital of Ong First Tradition Pte Ltd. A wholly-owned subsidiary of Taiwan Stock Exchange-listed China Development Financial Holding Corporation, KGI Securities is a market leader in brokerage, investment banking, asset and wealth management, futures, equity derivatives, institutional equities, institutional research and fixed income. Ong First Tradition is a leading futures broker with a rich heritage as the first futures brokerage in Singapore and a pioneer clearing member of the Singapore Exchange–Derivatives Trading and Singapore Mercantile Exchange. After acquisition, the two companies will go forward together under the name KGI Ong Capital Pte Ltd. Partners Evelyn Wee, Lorena Pang, Regina Liew, Lim Mei Ann, Ruth Lin, Irving Aw and Kala Anandarajah led the transaction which was valued at approximately S$50 million (US$40m) and was completed in April 2014. Rodyk & Davidson has acted for Huntsman Europe BVBA in respect of its investment into three new chemical plants in the Shanghai Chemical Industry Park to be funded through separate capital increase exercises for its two existing PRC joint ventures, Shanghai Lianheng Isocyanate Company Ltd, a joint venture with BASF SE, Sinopec, Shanghai Hua Yi and Shanghai Chlor-Alkali Chemical Co Ltd, and Huntsman Polyurethanes Shanghai Ltd, a joint venture with Shanghai Chlor-Alkali Chemical Co Ltd, for a total investment of approximately US$740 million. Corporate partner Justin Tan, supported by partner Jacky Zou, led the transaction. Rodyk & Davidson has also acted for Java Petral Energy Pte Ltd in respect of its sale of a 51 percent stake in Cepu Sakti Energy Pte Ltd to Giken Sakata Investment Holdings Ltd, a wholly-owned subsidiary of Giken Sakata (S) Ltd, for S$48 million (US$38.4m) to be paid in cash and shares in Giken Sakata (S) Ltd. Cepu Sakti Energy Pte Ltd holds 100 percent of the shares in PT Cepu Sakti Energy, which cooperates in the operation of oil wells in Indonesia. Corporate partners Ng Eng Leng and Justin Tan led the deal. Shook Lin & Bok is acting for RBC Investor Services Trust Singapore Ltd, the trustee of Keppel REIT, in respect of the S$512 million (US$409.64m) sale of its 92.8 percent interest in Prudential Tower, a Grade A office building in Singapore’s Central Business District, to a group of companies held by KOP Ltd, Lian Beng Group Ltd, KSH Holdings Ltd and Centurion Global Ltd. Partners Tan Woon Hum and Andrea Ng are leading the transaction. Sidley Austin has advised Colour Life Services Group Co Ltd, a leading property management company in China, in respect of its IPO of 250 million shares at HK$3.78 (US$0.49) per share on the HKSE. The offering listed on 30 June 2014. Partners Constance Choy, Janney Chong and Matthew Sheridan led the transaction. Skadden is representing FACC AG in respect of its €213 million (US$290.7m) IPO on the Vienna Stock Exchange. This is the first ever IPO of a European Chinese-owned company in Europe and the first IPO in Austria since 2011. Trading on the Vienna stock exchange commenced on 25 June 2014. FACC AG is one of the world’s leading companies in the design, development and production of advanced fiber reinforced composite components and systems for the aviation industry. Partners Stephan Hutter, Katja Kaulamo and Johannes Frey led the transaction. Thanathip & Partners has advised a group of major shareholders of Prepack (Thailand) Co Ltd in respect of an initial acquisition of approximately 22 percent equity interest in Prepack by TC Flexible Packing Co Ltd, one of the subsidiaries of Siam Cement Group, for approximately β340 million (US$10.45m). Managing partner Thanathip Pichedvanichok (TIP) led the transaction. Thanathip & Partners has also advised Bangkok Dusit Medical Services Public Company Ltd, a leading private hospital in Thailand, in respect of its proposed acquisition of the entire business of Sanamchan Hospital for a cash consideration of β3.56 billion (US$109.67m) to β3.66 million (US$112.75m) for the expansion of its hospital network to the western region of Thailand. Managing partner Thanathip Pichedvanichok (TIP) and co-founding partner Arunee Mahathorn led the transaction which is expected to close in the third quarter of 2014. In addition, Thanathip & Partners has advised Inter Far East Engineering Public Company Ltd, the sole distributor of Konica Minolta in Thailand, in respect of the expansion of its renewable energy business into the South East Asia market through a collaboration with Noringo Group of China by entering into a memorandum of understanding with the Phnom Penh Municipality, the Kingdom of Cambodia to study and explore the development of waste management and the corresponding electricity generation in Phnom Penh. WongPartnership is acting for SGX-listed HanKore Environment Tech Group Ltd in respect of its proposed acquisition of the entire issued and paid-up share capital of China Everbright Water Investments Ltd from China Everbright Water Holdings Ltd, which is wholly-owned by HKSE-listed China Everbright International Ltd. HanKore will issue shares to the vendor as consideration for the proposed acquisition, which will result in the vendor owning 78 percent of HanKore. Upon completion, HanKore will become one of the largest water treatment companies in the PRC. Partner Gerry Gan, Teo Hsiao-Huey and Long Chee Shan led the transaction which was valued at approximately S$1.2 billion (US$961.47m). WongPartnership has also acted for Oversea-Chinese Banking Corporation Ltd (OCBC Bank) in respect of the refinancing of the S$520 million (US$416.6m) loan granted by Winmall Ltd to Jurong Point Realty Ltd so as to allow Winmall to redeem its S$455 million (US$364.6m) 2009 senior and junior bond issue and to repay the S$65 million (US$52m) 2009 unrated term loan granted to Winmall. The bonds issue and the unrated term loan were used to refinance the 2004 securitisation of Jurong Point Realty’s interests in Jurong Point Shopping Centre, the largest suburban mall in Singapore. Partners Susan Wong, Dorothy Marie Ng and Felix Lee led the transaction. |
Deals – 2 July 2014
Deals – 25 June 2014
Allen and Gledhill has advised DBS Bank Ltd and The Hongkong and Shanghai Banking Corp Ltd in respect of the HK$2.4 billion (US$309.63m) loan facilities to Mapletree TY (HKSAR) Ltd to finance the development of a new logistics centre in Hong Kong. Partner Lim Wei Ting led the transaction.
Allen & Gledhill has also advised DBS Bank Ltd and Oversea-Chinese Banking Corp Ltd as original mandated lead arrangers and book-runners in respect of the S$905 million (US$724.6m) loan facility agreements to Lend Lease Retail Investments 3 Pte Ltd and Lend Lease Commercial Investments Pte Ltd to refinance their existing loan facilities. Partners Mark Hudspeth, Margaret Chin, Daselin Ang, Margaret Soh and Lyn Wee led the transaction. Allens has advised ANZ and NAB as lenders in respect of a transaction that will see Mermaid Marine Australia Ltd (MMA) receive new debt facilities, including a US$227 million facility, to part-fund its S$625 million (US$500.52m) acquisition of Jaya Holdings Ltd’s subsidiaries. The acquisition adds 27 modern offshore vessels to MMA’s fleet, as well as a new-build pipeline of six high-specification vessels and two strategically located onshore facilities in Singapore and Batam, Indonesia. The fleet operates across South East Asia, the Middle East, West Africa and East Africa. Partner Ben Farnsworth led the transaction whilst Linklaters acted as Singapore counsel, Rajah & Tann as specialist shipping counsel in Singapore, Zaid Ibrahim & Co as Malaysian counsel, Widyawan & Partners as Indonesian counsel and Alemán, Cordero, Galindo & Lee as Panamanian counsel. Mermaid Marine Australia was advised by Ashurst as lead counsel, Allen & Gledhill as Singapore counsel, Rahmat Lim & Partners as Malaysian counsel and ABNR as Indonesian counsel. AZB & Partners has advised Bain Capital in respect of its sale of approximately 5.6 million equity shares, representing 2.81 percent of the total paid up equity share capital of Hero MotoCorp Ltd. Partners Anil Kasturi and Nandita Govind led the transaction which was valued at approximately US$248 million and closed on 13 June 2014. AZB & Partners has also advised SS III Indian Investments Two Ltd in respect of its sale of 3.81 percent of Oberoi Realty Ltd. Partner Sai Krishna Bharathan led the transaction which was valued at approximately US$49 million and closed on 26 May 2014. Clifford Chance has advised Royal Dutch Shell plc (Shell) in respect of its sale of 156.5 million shares in Woodside Petroleum Ltd, representing a total estimated value to Shell of around US$5 billion on an after-tax basis. The sale, which represents 19 percent of Woodside’s issued share capital, is through an underwritten sell-down to equity market investors and a selective share buy-back by Woodside. Shell’s subsidiary, Shell Energy Holding Australia Ltd (SEHAL), has mandated two investment banks to sell 78.27 million shares in Woodside, representing approximately 9.5 percent of the issued share capital in the company. The shares will be sold to a range of equity market investors. In addition, under an agreement with SEHAL, Woodside will also buy back 78.27 million of its shares from SEHAL at a price of A$34.24 (US$32.27). Completion of the buy-back is conditional upon Woodside shareholder approval, amongst other limited matters. Partner Lance Sacks, assisted by partner Crawford Brickley, led the transaction. Clifford Chance has also advised Hanhua Financial Holding Co Ltd in respect of its HK$1.86 billion (US$240m) listing on the Main Board of the HKSE. A total of 1.15 billion shares were sold at HK$1.62 (US$0.209) per share. CICC and China Galaxy acted as joint sponsors and book-runners. Hanhua Financial is a leading credit-based guarantee financing provider for small and medium-sized enterprises in China. Proceeds from the listing will primarily be used for its microfinance and small loans business. Beijing corporate partner Jean Yu, supported by capital markets partners Jean Thio, led the transaction. Colin Ng & Partners has acted for DBS Bank Ltd Labuan Branch as the lender in respect of a S$75 million (US$60m) revolving credit facility to NV Multi Corp (Singapore) Pte Ltd, a subsidiary of NV Multi Asia Sdn Bhd in Malaysia, a pioneering company in the bereavement industry. The security for the facility included a Singapore law debenture and a Malaysian law assignment and charge over accounts. Partner Bill Jamieson led the transaction whilst Zul Rafique & Partners advised on Malaysian law. Davis Polk has advised Credit Suisse Securities (USA) LLC and another investment bank as joint book-running managers in respect of a US$75.7 million offering by Zhaopin Ltd of 5.61 million American depositary shares (ADSs), each representing two Zhaopin Class A ordinary shares. Zhaopin has granted the underwriters an option to purchase up to an additional 841,500 ADSs. The ADSs are listed on the NYSE. Zhaopin is a leading career platform in China. The zhaopin.com website is the most popular career-focused website in China as measured by average daily unique visitors in 2013 and the second-largest online recruitment services provider as measured by revenues in 2013. Partners Howard Zhang and James C Lin, supported by partner John D Paton, led the transaction. Zhaopin was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Commerce & Finance Law Offices as to PRC law and Maples and Calder as to Cayman Islands law. The underwriters were advised by Global Law Offices as to PRC law. Gide has advised Pilmico Foods Corp, the food subsidiary of Manila-based conglomerate Aboitiz Equity Ventures, in respect of the acquisition of Vinh Hoan 1 Feed JSC (VHF), the fourth largest aqua feed producer in Vietnam and a subsidiary of Vinh Hoan Corp, Vietnam’s largest exporter of pangasius (Asian catfish). Pilmico will acquire an initial 70 percent equity stake in VHF and will purchase the remaining 30 percent within five years at a pre-agreed price. Pilmico is one of the Philippines’ largest flour-milling companies and has been ranked among the top three domestic flour producers in the country. This is an important transaction for Pilmico in terms of international expansion as well as a strategic partnership to enter the Vietnamese market. Partner Samantha Campbell led the transaction. Herbert Smith Freehills has advised China Merchants Bank Co Ltd Hong Kong Branch in respect of the establishment of its US$5 billion medium term note program and the first drawdown of US$500 million. The program was established on 28 May 2014 whilst the HKSE listing of the notes became effective on 13 June 2014. China Merchants Bank offered US$500 million principal amount of notes, with a 2.375 percent coupon, which will mature in 2017. The proceeds will be used for working capital and general corporate purposes. BofA Merrill Lynch, HSBC and Standard Chartered Bank were the arrangers for the programme, and, together with BNP Paribas, Citigroup, JP Morgan and Wing Lung Bank Ltd, also the underwriters of the first drawdown. Hong Kong partner Kevin Roy piloted the transaction. Khaitan & Co has advised Rexam PLC in respect of the India leg of the transaction in relation to the US$135 million sale of its containers and closures division of its healthcare business to Berry Plastics Group Inc. As part of the sale, there was an indirect acquisition of Rexam Pharma Packaging India Private Ltd Bangalore, a wholly-owned subsidiary of Rexam Plastic Packaging (India Holdings) Ltd. The firm also advised on the US$805 million sale of Rexam’s pharmaceutical devices and prescription retail packaging divisions of its healthcare business to Montagu Private Equity LLP. Director Ketan Kothari spearheaded the transaction. Khaitan & Co has also advised E2open Inc on all Indian law related aspects in respect of its acquisition of Serus Corp USA for up to approximately US$26 million. E2open provides cloud-based, on-demand software solutions for supply chain management on an integrated platform that enables companies to collaborate with their trading partners to procure, manufacture, sell and distribute products more efficiently. Partner Rajiv Khaitan, supported by executive director Daksha Baxi, led the transaction. K&L Gates has advised Kai Yuan Holdings Ltd, an investment holding company listed on the HKSE, in respect of the acquisition of the premises and operations of the Paris Marriott Champs-Elysees hotel for a €344 million (US$467.65m) provisional consideration, with the deal expected to close this summer. Managed by Marriott, this five-star property is the only hotel located on Paris’ Champs-Elysees Avenue. Hong Kong corporate/M&A partner Vincent Tso, supported by real estate and finance partner Edouard Vitry and Paris partner Bertrand Dussert, led the transaction. Latham & Watkins has advised Xeraya Capital Sdn Bhd and Pulau Manukan Ventures Labuan Ltd, an affiliate of Khazanah Nasional Bhd, in respect of its private-equity lead investment via redeemable convertible preferred shares in PrIME Biologics Private Ltd, a Singapore-based biotechnology company which is wholly-owned by ASX-listed Nusep Holdings Ltd, for an investment value of S$15 million (US$12m). JP Asia Prime Capital (Pte) Ltd was the co-investor for an investment value of up to S$5 million (US$4m). PrIME Biologics manufactures blood plasma products for sale in Asia. Singapore partner Chei Liang Sin and Washington DC partner Michael Schlesinger led the transaction. Mayer Brown JSM has advised Hong Kong Huafa Investment Holdings Company Ltd in respect of its issue of RMB850 million (US$136.54m) 4.25 percent credit enhanced bonds due 2017 backed by a standby letter of credit issued by Agricultural Bank of China. The deal was jointly lead managed by ABC International, the Hong Kong and Singapore branches of Agricultural Bank of China and OCBC. The issuer is a wholly-owned subsidiary of Zhuhai Huafa Group Co Ltd, a PRC state-owned conglomerate involved in urban operations, financial services, property development, sales and trading, modern services, education, media and tourism. Corporate & Securities partner James Fong, supported by partner Phill Smith, led the transaction. Morrison & Foerster has advised Dynagreen Environmental Protection Group in respect of its US$133 million IPO on the HKSE which launched on 19 June 2014. Hong Kong managing partner Ven Tan led the transaction whilst Allen & Overy advised on Hong Kong and US issues and Tian Yuan Law Firm advised on PRC issues. Shearn Delamore, together with WongPartnership, has acted as Malaysian counsel to TCC Assets Ltd and SGX-listed Thai Beverage Public Company Ltd in respect of its successful and contested takeover offer for SGX-listed Fraser & Neave Ltd, a 130 year-old conglomerate with soft drinks, dairy and publishing businesses plus a real estate portfolio worth more than S$8 billion (US$6.4b). Ng Swee Kee and Marhaini Nordin led the transaction which is the largest M&A transaction in Singapore’s corporate history with a value of approximately US$11.19 billion. Sidley Austin has advised Lerado Group of Hong Kong in respect of an M&A transaction with Dorel Industries Inc of Montreal, Canada. Lerado signed an agreement with Dorel, which has agreed to acquire its juvenile business for HK$930 million (US$120m). Hong Kong partner Constance Choy led the transaction. WongPartnership has acted for the syndicate of mandated lead arrangers and lenders in respect of the grant of S$2.1 billion (US$1.68b) facilities to Asia Square Tower 1 Pte Ltd to, inter alia, refinance certain of its existing facilities in relation to the development of Asia Square Tower 1, a mixed-use development located within the heart of the newly-crowned central business hub of Singapore, Marina Bay; and S$1.2 billion (US$961m) facilities to Asia Square Tower 2 Pte Ltd to, inter alia, refinance certain of its existing facilities in relation to the development of Asia Square Tower 2, a mixed-use development housing a 305-room Westin Hotel located within Marina Bay. Partners Susan Wong, Monica Yip and Choo Ai Leen led the transaction. WongPartnership has also acted for Street Square Pte Ltd in respect of the grant of a fully-secured term loan facility of S$607.75 million (US$486.74m) by Australia and New Zealand Banking Group Ltd, DBS Bank Ltd and United Overseas Bank Ltd to, inter alia, refinance in full its indebtedness under bonds it issued in 2011 and the S$116 million (US$92.9m) term loan facility granted to it in 2011. Partners Susan Wong and Dorothy Marie Ng led the transaction. |
Deals – 18 June 2014
Allen & Gledhill has advised Goodpack Ltd in respect of the approximately S$1.4 billion (US$1.12b) acquisition by way of a scheme of arrangement of all the shares in Goodpack by IBC Capital Ltd, an affiliate of Kohlberg Kravis Roberts & Co LP. Partners Andrew M Lim, Christopher Koh and Michelle Fum led the transaction.
Allen & Gledhill has also advised MCL Land (Brighton) Pte Ltd, a wholly-owned subsidiary of MCL Land Ltd, in respect of the S$448 million (US$358m) land and construction loan facilities from a Singapore bank in connection with the purchase of two adjoining executive condominium sites at Choa Chu Kang Grove, Singapore and the construction of an executive condominium. Partner Lyn Wee led the transaction. Appleby has acted as Bermuda counsel to Nasdaq-listed Global Sources Ltd in respect of its US$50 million cash tender offer to purchase up to 5 million issued common shares at US$10 per share. Approximately 29.6 million shares were properly tendered. Global Sources is a leading business-to-business media company and a primary facilitator of trade with Greater China. The core business facilitates trade between Asia and the world using English-language media, such as online marketplaces (GlobalSources.com), print and digital magazines, sourcing research reports, private sourcing events and trade shows. Other businesses include providing Chinese-language media to companies selling to and within Greater China. Li-Lee Tan led the transaction. Ashurst has advised Singapore’s Pavilion Gas Pte Ltd, a wholly-owned subsidiary of Pavilion Energy, in respect of its 10-year 0.7 million tonnes per annum (MTPA) liquefied natural gas (LNG) purchase agreement with Total Gas & Power Asia starting from 2018. The agreement was signed on 31 May 2014 and is the first publicly announced long-term LNG sale and purchase agreement for the Pavilion group. The LNG volumes will be sourced from Total’s global LNG portfolio and represent an increase of 0.2 MTPA over the earlier agreed volume of 0.5 MPTA which Pavilion Gas first made public last year. In addition, several LNG cargoes will also be supplied to Pavilion Gas prior to 2018. Pavilion Energy, a Temasek portfolio company, was set up in April 2013 to invest in the global LNG supply chain with an aim of establishing itself as a preferred regional LNG player in Asia. Singapore-based partner Daniel Reinbott led the transaction. Baker & McKenzie has advised APG Asset Management NV, the Dutch pension fund asset manager, in respect of its commitment of up to US$650 million for an approximately 20 percent stake and the creation of a strategic joint venture with e-Shang to develop and own institutional-grade, modern logistics real estate assets across China. APG Asset Management manages pension assets of more than €359 billion (US$486b) as of end of April 2014. Headquartered in Shanghai, e-Shang is a leading Chinese warehousing developer and operator which currently owns over 1.5 million square meters of completed and ongoing projects in China. Partner Jason Ng, head of the firm’s investment funds group in Hong Kong/China, led the transaction which represents one of the largest commitments to the Chinese logistics real estate sector. Mourant Ozannes acted as Cayman Islands and BVI counsel for APG. e-Shang was advised by Allen & Overy as lead counsel and Walkers as Cayman counsel. Clifford Chance has advised COFCO Meat, a subsidiary of COFCO Corp, in respect of its strategic partnership with a consortium of private equity investors. The consortium comprises KKR Asia Fund II LP, Baring Asia Private Equity Fund V LP, Boyu Capital Management Ltd and HOPU Fund II Management Company Ltd. COFCO Meat is engaged in hog and poultry production, processing, distribution, and meat imports and exports. Beijing corporate partner Terence Foo, supported by Hong Kong partner Neeraj Budhwani, led the transaction. Paul Hastings, led by partner Nan Li, advised HOPU, a China-focussed private equity firm with an international investment platform that has a focus on the consumer, natural resources, and financial services industries. Clifford Chance has also advised China Mobile Ltd in respect of its subscription, via its wholly-owned subsidiary China Mobile International Holdings, of an 18 percent equity stake through a private placement in True Corp Public Company Ltd for β28.57 billion (US$882.8m). HKSE-listed China Mobile is a world-leading mobile communications service provider with the largest mobile subscriber base of nearly 800 million and the largest mobile communications network globally. Stock Exchange of Thailand-listed True Corp is Thailand’s only fully-integrated, nationwide telecommunications provider. Its three core business segments are mobile, fixed-line and broadband, and pay TV. Upon the closing of the transaction, China Mobile will become True Corp’s second largest shareholder, whilst Charoen Pokphand Group Co Ltd will remain its controlling shareholder. Beijing corporate partner Terence Foo and Bangkok partner Andrew Matthews led the transaction. Davis Polk has advised Goldman Sachs (Asia) LLC and JP Morgan Securities LLC as joint book-runners and representatives of the underwriters in respect of a SEC-registered offering by Baidu Inc of US$1 billion 2.75 percent notes due 2019. Baidu is the leading Chinese-language internet search provider. Baidu’s ADSs currently trade on the NASDAQ Global Select Market. Partners James C Lin and John D Paton led the transaction. Baidu was advised by Skadden, Arps, Slate, Meagher & Flom as to US law, Han Kun Law Offices as to PRC law, Maples and Calder as to Cayman Islands and British Virgin Islands laws and Li & Partners as to Hong Kong law. Davis Polk has also advised BNP Paribas Hong Kong Branch, Deutsche Bank AG Singapore Branch, JP Morgan Securities plc and Standard Chartered Bank as the joint lead managers in respect of the US$550 million Regulation S offering by Shui On Development (Holding) Ltd of its 9.625 percent high-yield notes due 2019. The notes are guaranteed by Shui On Land Ltd, one of the leading property developers in China and the flagship property company of the Shui On Group with a focus on large-scale city core and integrated residential development projects. Partner William F Barron led the transaction whilst Commerce & Finance Law Offices advised as to PRC law. Shui On Development was advised by Walkers as to Cayman Islands law and Jin Mao PRC Lawyers as to PRC law. DLA Piper has acted as Hong Kong counsel for Rizhao Port (Hong Kong) Company Ltd and its PRC-based parent company, Rizhao Port Group Co Ltd, in respect of its issue of RMB850 million (US$136.9m) worth of credit enhanced bonds, its first dim sum bond offering in Hong Kong, in mid-May. The bond issue was the first time Rizhao Port Group, a PRC SOE with a diversified corporate group involved in port operations, construction contracting and commodities trading, had undertaken a bond issue outside of the PRC. Partners John Shi, Paul Lee, Ben Sandstad and Jeffrey Mak led the transaction. Davis Polk & Wardwell acted as Hong Kong counsel for the joint lead arrangers Agricultural Bank of China International and Barclays Bank whilst Beijing DHH Law Firm acted as PRC counsel for the issuer and joint lead arrangers. ELP has advised Mayfield XII Mauritius in respect of its investment into Securens Systems Private Ltd by subscribing to its preference and equity shares. The transaction was the second round of investment to be made by Mayfield into the company. Securens Systems is a Mumbai-based company engaged in designing, developing, manufacturing, import etc. of electronic security systems, providing managed security services for users of the electronic security systems and providing outsourced services for these electronic security systems. Partner Suhail Nathani led the transaction which was valued at INR30 crores (US$5m) and closed on 6 June 2014. Herbert Smith Freehills is advising LIM Advisors Ltd, a leading Asia-focused multi-strategy investment group, in respect of its Korean real estate acquisition via a joint investment with global investment firm Kohlberg Kravis Roberts. The joint investment is being established to facilitate the joint acquisition of K Twin Towers, a prime commercial property in Seoul’s central business district, from Korean real estate fund manager Vestas Investment Management. Based in Hong Kong, LIM Advisors was founded in 1995 by George W Long, originally under the name Long Investment Management Ltd. LIM has extensive investment expertise across the region and has been investing in Korea since the firm’s inception. Singapore-based partner Nicola Yeomans is leading the transaction. Hogan Lovells has advised the World Free Zones Organization (WFZO), its Steering Committee and Board of Directors in respect of the association’s establishment and organization. Under the patronage of His Highness Sheikh Mohammed Bin Rashid Al Maktoum, Vice President and Prime Minister of UAE and Ruler of Dubai, the global launch and unveiling of the WFZO took place on 19 May 2014 in Dubai. The WFZO is a new non-profit entity operating as an association for all Free Zones around the world. Established in Geneva and headquartered in the UAE, the WFZO will provide global leadership in knowledge of Free Zones, enhance public knowledge and the perception of Free Zones and provide a range of services for its members and the community. The WFZO also aims to increase awareness of the advantages of Free Zones in terms of economic and social development and foreign and direct investment. Dubai partner Warren Thomson led the transaction in coordination with local counsel in Geneva. Hogan Lovells has also advised RAK Ceramics, the world’s largest manufacturer of ceramic tiles, in respect of the sale of 250 million shares representing 30.6 percent stake by Sheikh Saud bin Saqr Al Qasimi, the ruler of Ras Al Khaimah, to private equity company Samena Capital. The shares are listed on the Abu Dhabi Securities Exchange. Dubai partner Imtiaz Shah led the transaction which closed on 15 June 2014. Kirkland has represented NYSE-listed Trina Solar Ltd, a solar energy company based in China, in respect of its concurrent US$150 million Rule 144/Regulation S offering of convertible senior notes due 2019 and US$96.8 million follow-on offering of American depositary shares. The firm also advised Trina Solar as a counter-party to zero-strike call options in connection with the convertible senior notes offering. Hong Kong corporate partners David Zhang and Benjamin Su led the transaction. Mayer Brown JSM has advised Marubeni Corp in respect of its indirect acquisition of a 20 percent stake in a Cambodia-based power generation and transmission business owned and operated by Malaysia’s Leader Group. The transaction is believed to be the first investment in the Cambodia power market by a major Japanese trading house. The business includes Cambodian Energy Ltd which owns a 100MW (2 x 50MW) coal-fired power station in Sihanoukville, southern Cambodia, and a separate transmission line linking Kampong Cham and North Phnom Penh. Partner Nathan Dodd led the transaction. The Leader Group was represented by Adnan Sundra & Low. O’Melveny & Myers is representing Montage Technology Group Ltd in respect of its definitive merger agreement with Shanghai Pudong Science and Technology Investment Co Ltd (PDSTI), under which PDSTI will acquire Montage Technology for US$22.60 per share, valuing Montage Technology’s equity at approximately US$693 million on a fully diluted basis. Montage Technology is a global fabless provider of analog and mixed-signal semiconductor solutions addressing the home entertainment and cloud computing markets. PDSTI is a wholly state-owned limited liability company directly under Pudong New Area government of Shanghai. Partners Paul Scrivano and Eric Sibbitt are leading the transaction which was announced on 11 June 2014 and is subject to approval by Montage Technology shareholders and by antitrust and other regulatory bodies. Kirkland & Ellis, led by Hong Kong corporate partners David Zhang and Stephanie Tang, is representing PDSTI. Paul Hastings has acted on two Hong Kong rights issues, advising UBS as the financial adviser in respect of Fosun International Ltd’s US$631 million rights issue and Haitong International Securities Group Ltd in respect of its US$340 million rights issue. UBS was the financial adviser for HKSE-listed Fosun International, a company with a focus on insurance, industrial operations, investments and assets management. Partner and Chair of Greater China Raymond Li and capital markets partner Sammy Li led the transaction. Sidley Austin has advised Goodbaby International in respect of its acquisition of The Evenflo Company. Goodbaby is an international durable juvenile products company headquartered in China whilst Evenflo is a leading manufacturer and marketer of infant and juvenile products based in Ohio, USA. Under the agreement, Evenflo will become a wholly-owned subsidiary of Goodbaby and will be led by the existing leadership team. Chicago partner John Box and Hong Kong partner Constance Choy led the transaction. Skadden is advising UCWeb Inc, a leading mobile internet company in China, and its founders and management in respect of a series of transactions that resulted in Alibaba Group acquiring 100 percent equity interest in UCWeb. On 11 June 2014, Alibaba acquired all the remaining shares held by the founders and management of UCWeb, marking the successful completion of one of the largest transactions in China’s internet space. Corporate partners Julie Gao, Daniel Dusek and Will Cai led the transaction. Sullivan & Cromwell represented Goldman Sachs as financial adviser to MMG Limited (Australia) in connection with the acquisition of the Las Bambas copper project (Peru) by an MMG-led consortium consisting of three China state-owned companies, China Minmetals, Guoxin International Investment Corp and CITIC Metal Co, from Glencore Xstrata (Switzerland), completed August 1, 2014. The S&C team on the transaction included Melbourne Partner Robert Chu, Hong Kong Partner William Y. Chua, Special Counsel and Head of Sydney office Waldo D. Jones Jr and Sydney Associate Matthew G. Wright. MMG was advised by White & Case, Dentons and Rodrigo, Elias & Medrana. Weerawong, Chinnavat & Peangpanor has advised SPCG Public Company Ltd, a pioneer solar farm and solar roof developer in Thailand, in respect of the sale through private placement of its approximately 84 million shares representing 10 percent stake to Gulf Energy Development Company Ltd, one of Thailand’s largest independent power-producer groups. This is an opportunity for SPCG to lower its financial costs due to the good relationship of Gulf Energy with its overseas creditors. Partner Kudun Sukhumananda led the transaction which was executed on 6 June 2014. Wong & Partners, a member firm of Baker & McKenzie International in Malaysia, has advised EXIM Sukuk Malaysia Berhad as the issuer and Export-Import Bank of Malaysia Berhad as the obligor in respect of a multi-currency sukuk issuance program of up to US$1 billion (or its equivalent in other currencies) in nominal value under the Shariah principle of Wakala. The issuance marks the world’s first EXIM bank US$ sukuk. Partner Mark Lim led the transaction. WongPartnership is acting for Singapore Post Ltd (SingPost) in respect of the proposed investment by Alibaba Investment Ltd, a wholly-owned subsidiary of Alibaba Group Holding Ltd, in approximately 10.35 percent of the enlarged issued and paid-up share capital of SingPost for approximately S$312.5 million (US$250m), and in respect of SingPost’s entry into a memorandum of understanding with Alibaba Investment on a strategic business cooperation to create a defining platform for international eCommerce logistics via strategic collaboration. Joint managing partner Rachel Eng and partners Andrew Ang, Tan Sue-Lynn and James Choo are leading the transaction. WongPartnership is also acting for PSL Holdings Ltd in respect of its proposed investment in and proposed subsequent acquisition of shares from existing shareholders of Longmen Group Ltd. Partner Gerry Gan is leading the transaction. |
Deals – 11 June 2014
Allen & Gledhill has advised 68 Holdings Pte Ltd and Standard Chartered Bank (SCB) in respect of the S$1.24 billion (US$990.6m) mandatory conditional cash offer made by SCB, for and on behalf of 68 Holdings, for all the shares in Hotel Properties Ltd. The transaction is valued at approximately S$1.99 billion (US$1.59b). The firm also advised 68 Holdings, as borrower, on the S$1.025 billion (US$819m) term loan facility arranged by Standard Chartered Bank Singapore Branch to finance, inter alia, the offer. Partners Lim Mei, Hilary Low, Lee Kee Yeng, Lim Wei Ting and Christopher Ong led the transaction.
Allen & Gledhill has also advised Genting Hong Kong Ltd, which is primary listed on the HKSE, in respect of its secondary listing by way of introduction on the Main Board of the SGX-ST. Upon listing, Genting Hong Kong was de-quoted from the GlobalQuote platform of the SGX-ST. Based on the opening price of US$0.395 on listing, the market capitalisation of Genting Hong Kong was approximately US$3.2 billion. Partners Lucien Wong and Shawn Chen led the transaction. AZB & Partners has advised Temasek in respect of its acquisition, through its affiliate Dunearn Investments (Mauritius) Pte Ltd, of shares constituting approximately 3.16 percent of the fully diluted share capital of Jasper Infotech Private Ltd. Partner Essaji Vahanvati led the transaction which was valued at approximately US$31 million and closed on 19 May 2014. AZB & Partners has also advised Blackstone GPV Capital Partners (Mauritius) V-C Ltd in respect of its sale of equity shares to BC Investments IV Ltd. Partners Shuva Mandal and Bhavi Sanghvi led the transaction which was completed on 28 April 2014. Clayton Utz has advised ASX-listed information technology and telecommunications company Amcom Telecommunications Ltd in respect of its A$40 million (US$37.4m) placement of shares to sophisticated and professional investors. Proceeds raised will be used to fund potential acquisitions by Amcom of complementary businesses which are aligned with its current capabilities. Perth corporate partner Mark Paganin led the transaction which was announced on 6 June 2014. Clifford Chance has advised HKSE-listed Shanghai Prime Machinery, a subsidiary of Shanghai Electric Group, in respect of its approximately €155.4 million (US$212m) proposed acquisition of 100 percent shares of Netherlands-headquartered Nedschroef, one of the world’s largest suppliers of metal fasteners. Shanghai Prime Machinery is an integrated service provider of industrial machinery parts in China. Shanghai corporate partner Glen Ma, supported by partners Hans Beerlage, Bas Boris Visser, Jean Yu and Maggie Lo, led the transaction which is subject to regulatory approvals. Clifford Chance has also advised Sumitomo Corp alongside Glencore Xstrata plc in respect of their completion of the acquisition of a majority interest in the Clermont coal mine in Queensland, Australia from Rio Tinto plc. Clermont is Australia’s third largest thermal coal mine. Partner Mark Pistilli, supported by partners Dave Poddar, Tony Reeves and Frances Dethmers, led the transaction which was valued at over US$1 billion. Davis Polk has advised Tencent Holdings Ltd in respect of its purchase of approximately 139.5 million Class A ordinary shares of JD.com Inc in a concurrent private placement as part of JD’s IPO for an aggregate purchase price of US$1.3 billion. The transaction included an initial subscription of approximately 138 million Class A ordinary shares concurrently with the close of the IPO on 28 May 2014 and an additional subscription of approximately 1.48 million Class A ordinary shares by exercise of an over-allotment top-up option after the green shoe was exercised by the underwriters on 30 May 2014. The initial subscription together with the additional subscription amounted to 5 percent of the total outstanding share capital of JD. Founded in 1998, Tencent is one of China’s largest and most widely used Internet service portals. JD is a leading online direct sales company in China. Partner Kirtee Kapoor led the transaction. JD.com was advised by Skadden, Arps, Slate, Meagher & Flom as to US law and Maples and Calder as to Cayman Islands law. Deacons has acted as Hong Kong counsel to Bank of Communications Co Ltd Hong Kong Branch as issuing and lodging agent in respect of the issue in Hong Kong of RMB16 billion (US$2.56b) sovereign bonds by the Ministry of Finance (MOF) of the People’s Republic of China. This year is the sixth consecutive year that the MOF issued RMB sovereign bonds in Hong Kong. The bonds were issued in five tranches to institutional investors, overseas central banks and monetary authorities. Partner Kevin Tong led the transaction whilst Haiwen & Partners advised as to PRC law. Linklaters advised MOF as to Hong Kong law. Herbert Smith Freehills has advised MRC Global Inc in respect of the acquisition by its Singapore subsidiary MRC Transmark Pte Ltd of MSD Engineering Pte Ltd, a major distributor and regional service provider of valve and valve automation solutions across Singapore, Brunei, China, Malaysia, Indonesia, Thailand, Vietnam and Taiwan. The combined company will operate as MRC MSD Engineering and serve the oil and gas, petrochemical and other industrial sectors. Headquartered in Houston, Texas, MRC Global is the largest global distributor of pipe, valves and fittings and related products and services to the energy industry. Singapore partner Nicola Yeomans led the transaction. Herbert Smith Freehills has also advised ASX and AIM-listed Range Resources Ltd, an independent oil and gas company based in Perth and London, in respect of its integrated master services agreement with LandOcean Energy Services Co Ltd, a Beijing-based oil field services provider listed on the Growth Enterprise Market Board in Shenzhen. Under the agreement, LandOcean is a preferred services contractor for Range Resources and will provide oilfield services, including geoscience, engineering, procurement and construction, to Range to develop its upstream assets. In addition, LandOcean will be entitled to a bonus where its services increase petroleum production in Range Resources’ upstream assets. The agreement is estimated to cover up to US$400 million in services. LandOcean will also provide Range Resources an option to take up to US$50 million of financing primarily to pay for LandOcean’s services but can also be used for other purposes. Hong Kong partner Hilary Lau, supported by partners Simon Reed and John Balsdon, led the transaction. Khaitan & Co has advised Somany Foam Ltd (SFL) in respect of the business transfer agreement with Godrej & Boyce Manufacturing Company Ltd on the sale of SFL’s PU Foam business to Godrej & Boyce by way of a slump sale. The transaction involved transfer of employees, transfer of lease of SIDCUL land, along with other related assets and liabilities of PU Foam business, including SFL’s PU foam manufacturing plant, to Godrej & Boyce. SFL is a part of Hindusthan National Glass & Industries Ltd. Partners Bhavik Narsana and Abhishek Sharma led the transaction. Latham & Watkins has represented the placement managers, consisting of Maybank Investment Bank Berhad, UBS AG Singapore Branch, CIMB Investment Bank Berhad, CLSA Singapore Pte Ltd, Kenanga Investment Bank Berhad, UBS Securities Malaysia Sdn Bhd and Inter-Pacific Securities Sdn Bhd, in respect of the MYR731.8 million (US$227.8m) IPO of 7-Eleven Malaysia Holdings Berhad. The IPO, which was listed on the Main Market of Bursa Malaysia Securities Berhad, is the country’s largest in nearly seven months. 7-Eleven Malaysia already has a dominant presence in Malaysia with over 1,500 stores but, through the listing, plans to open an additional 600 stores by 2016 and refurbish some of its existing stores. Singapore partners Michael Sturrock and Sharon Lau, supported by New York partner Jiyeon Lee-Lim, led the transaction. Minter Ellison has advised ASX-listed Xanadu Mines Ltd in respect of the completion of the acquisition, with its joint venture company Mongol Metals LLC, of a 90 percent interest in Oyut Ulaan LLC from a wholly-owned subsidiary of Turquoise Hill Resources Ltd, an international mining company focused on copper, gold and coal mines in Mongolia. The US$14 million acquisition is being funded by Xanadu with a US$4 million 3-year loan agreement with the Noble Group and US$4 million equity in Mongol Metals from its joint venture partner as initial consideration. Oyut Ulaan owns 100 percent of the Kharmagtai porphyry copper-gold exploration project located in the South Gobi region of Mongolia. Managing partner Elisabeth Ellis and partners Bruce Cowley and Simon Scott led the transaction which was announced on 3 June 2014. Norton Rose Canada, led by partner Steve Malas, advised Turquoise Hill Resources. Minter Ellison is also advising the Cheung Kong Infrastructure-led consortium in respect of a bid implementation agreement in relation to a cash offer, by way of a recommended off-market takeover, to acquire all of the issued shares in Envestra, one of Australia’s largest natural gas distribution companies. The offer price of A$1.32 (US$1.23) per share values Envestra at approximately A$2.37 billion (US$2.21b). The Cheung Kong Group is a leading Hong Kong-based multi-national conglomerate. The consortium comprises Cheung Kong (Holdings) Ltd (CKH), Cheung Kong Infrastructure Holdings Ltd (CKI) and Power Assets Holdings Ltd (PAH). The bid vehicle, CK ENV Investments Pty Ltd, is indirectly and equally owned by CKH, CKI and PAH. CKI already has a 17.46 percent interest in Envestra. The offer is subject to a number of conditions, including gaining a minimum acceptance of more than 50 percent, as well as Foreign Investment Review Board approval. Partners Marcus Best, Bart Oude-Vrielink and Stewart Nankervis are leading the transaction. Morrison & Foerster is advising Global Logistic Properties Ltd (GLP), the leading provider of modern logistics facilities in China, Japan and Brazil, in respect of its landmark agreement with a group of strategic partners. The first tranche of the transaction, which comprises a US$1.48 billion investment in China Holdco and a US$163 million investment in in GLP Listco, closed on 6 June 2014. The second tranche, with a planned investment of up to US$875 million in China Holdco, is expected to be completed within the next six months. Singapore corporate partner Eric Piesner and Hong Kong corporate partner Marcia Ellis, with partners Maria Wang, Jeremy Hunt, Michelle Jewett and Leo Aguilar, led the transaction. Paul Hastings has advised China Everbright International Ltd in respect of the approximately US$960 million injection of the entire share capital of its wholly-owned subsidiary China Everbright Water Investments Ltd into SGX-listed HanKore Environment Tech Group Ltd in exchange for a controlling stake of approximately 78 percent of HanKore’s shares. The disposal and acquisition will result in a reverse takeover of HanKore in Singapore. HKSE-listed China Everbright focuses on the development of environmental protection businesses. China Everbright Water Investments and its subsidiaries are principally engaged in the environmental water business and operate a portfolio of large scale and diversified waste water treatment projects in the PRC. Partners Vivian Lam and Catherine Tsang led the transaction. Paul, Weiss has advised KKR and Baring Private Equity Asia in respect of their investment with HOPU and Boyu in COFCO Meat, a leading integrated pork company with a focus on providing safe meat products to Chinese consumers. The investment is made alongside COFCO Meat’s existing shareholders to build and manage large-scale industrialized hog farms and meat processing plants in China. COFCO Meat, a subsidiary of COFCO Group, is a modern industrialized and integrated food company engaged in hog and poultry production, processing, distribution, and meat imports and exports. Partner Jack Lange led the transaction. Weil, led by managing partner Akiko Mikumo, also represented Baring. Rajah & Tann is advising David Lam, the executive chairman and 32 percent shareholder of SGX-ST-listed Goodpack Ltd, in respect of the proposed acquisition of Goodpack by IBC Capital Ltd, an affiliate of Kohlberg Kravis Roberts & Co LP (KKR). Subject to the requisite approvals, the proposed acquisition will be effected via scheme of arrangement under which all of the issued Goodpack shares will be transferred to IBC Capital for S$2.50 (US$1.99) per share. Upon completion, Goodpack, which is valued at approximately S$1.4 billion (US$1.12b) under the scheme, will be delisted from the SGX-ST. Lam and Goodpack have given an irrevocable undertaking to IBC Capital to, inter alia, vote or procure the voting of all their shares in favour of the acquisition. Goodpack is the world’s largest provider of intermediate bulk containers. NYSE-listed KKR is a leading global investment firm that manages investments across multiple asset classes. Partners Goh Kian Hwee, Lawrence Tan and Soh Chai Lih are leading the transaction which was announced on 27 May 2014 and is yet to be completed. Allen & Gledhill is advising Goodpack whilst Simpson Thacher & Bartlett and Wongpartnership are advising KKR. Sidley has advised NetDragon Websoft Inc in respect of its acquisition of Cherrypicks International Holdings Ltd. NetDragon has conditionally agreed to purchase sale shares of Cherrypicks International for a total of US$30.5 million from an independent third-party. Hong Kong partner Gloria Lam led the transaction. Skadden is advising Baidu Inc, the leading Chinese language internet search provider, in respect of its US$1 billion offering of 2.75 percent notes due 2019. The notes have been registered under the US Securities Act of 1933, as amended, and are expected to be listed on the SGX-ST. Partners Julie Gao, Jonathan Stone and Michael Beinus led the transaction. Sullivan & Cromwell is representing Korean petrochemical company SK Global Chemical Co Ltd in respect of its 50-50 joint venture agreement with Saudi Arabia’s SABIC Industrial Investment Company for a total investment of US$595 million to manufacture a range of high-performance polyethylene products using SK’s cutting edge Nexlene™ solution technology. The JV, which is located in Singapore, is expected to operate a series of manufacturing plants, the first of which was recently completed by SK Global Chemical at its complex in Ulsan, South Korea. A second plant is planned for Saudi Arabia. Over time, production bases will be established worldwide. The JV marks the second instance in which SABIC is investing in manufacturing capability in the Far East after its successful partnership with the China Petrochemical Corp (Sinopec). Partners Michael D DeSombre and Nader A Mousavi are leading the transaction which was signed on 26 May 2014 and is subject to regulatory approval. Weerawong, Chinnavat & Peangpanor has represented Toyo-Thai Corp PCL in respect of obtaining US$100 million project financing from EXIM Bank for the development of a 120MW combined-cycle gas-turbine power plant project in Yangon. The transaction, which is the first of its kind in Thailand and Myanmar, is also the first private sector project financing in Myanmar for the Export-Import Bank of Thailand. Toyo-Thai is an integrated engineering procurement and construction business listed in Thailand. The Myanmar unit will receive the loan directly from EXIM Bank. Toyo-Thai (Singapore) has guaranteed the loan and provided a share pledge to secure the repayment. Partner Kudun Sukhumananda led the transaction. Weil is acting for Providence Equity Partners in respect of its acquisition from Star TV of a 50 percent stake in Star CJ Network India, a home-shopping channel joint venture in India. CJ O Shopping, the South Korean partners of Star TV in the JV, will retain its stake in the JV which they set up in 2009 by investing US$55 million each. Hong Kong private equity partner Peter Feist led the transaction. Withers has advised on a ground-breaking case in Hong Kong concerning prenuptial and separation agreements. The Court of Final Appeal, the highest court in Hong Kong, unanimously decided to uphold the Court of Appeal’s decision in the case of SPH v SA. The case involved a question as to whether the case could be heard in Hong Kong but also looked specifically at what weight should be given to the parties’ election in their pre-nuptial or post-nuptial agreements to have their marriage governed by the laws of a particular country. The case is very much a landmark decision in terms of how the family courts in Hong Kong are likely to consider prenuptial agreements in future cases. WongPartnership is acting for all the shareholders of the Boncafé group of companies in respect of the divestment of their respective interests in the Boncafé Group. Joint managing partner Ng Wai King and partners Kenneth Leong and Jason Chua led the transaction. WongPartnership has also acted for NAE Hong Kong Ltd, a subsidiary of NYSE-listed Nord Anglia Education Inc, in respect of its acquisition of Dover Court Preparatory School (Pte) Ltd from Catherine Kamsah Pardi Alliott. Joint managing partner Ng Wai King and partners Tan Teck Howe and Tan Sue-Lynn led the transaction. WongPartnership is acting for Frasers Centrepoint Limited in the proposed acquisition of up to 100 percent of the issued stapled securities of Australand Property Group, a company listed on the Australian Securities Exchange, via an off-market takeover offer at a cash consideration of A$4.48 per stapled security, which values Australand at approximately A$2.6 billion (US$2.41 billion). Joint Managing Partner Ng Wai King and Partners Andrew Ang, Annabelle Yip and Audrey Chng led the transaction. WongPartnership is acting for Kohlberg Kravis Roberts & Co. L.P., IBC Capital Limited (the Offeror) and the financial advisors to the Offeror, namely Goldman Sachs (Singapore) Pte, Credit Suisse (Singapore) Limited and Morgan Stanley Asia (Singapore) Pte, in relation to the proposed acquisition by the Offeror of all the issued and paid-up ordinary shares in the capital of Goodpack Limited by way of a scheme of arrangement in accordance with Section 210 of the Companies Act, Chapter 50 of Singapore and the Singapore Code on Take-overs and Mergers. This values the Company at approximately S$1.4 billion (approx. US$1.11 billion). Joint Managing Partner Ng Wai King and Partners Susan Wong, Hui Choon Yuen, Andrew Ang, Rosabel Ng, Dawn Law, Kenneth Leong, Goh Gin Nee, Audrey Chng, Tan Shao Tong and Felix Lee led the transaction. |
Deals – 4 June 2014
Ali Budiardjo, Nugroho, Reksodiputro has represented Citibank NA Jakarta Branch, PT Bank BNP Paribas Indonesia and Standard Chartered Bank Singapore Branch as creditors in respect of a US$75 million dollar revolving loan facility for PT Toba Bara Sejahtra Tbk in March 2014. The creditors’ commitments in granting the fund consist of US$17.5 million from Citibank, US$37.5 million from PT Bank BNP Paribas and US$20 million from Standard Chartered Bank. Acting as arrangers are BNP Paribas (Singapore Branch), Citigroup Global Markets Singapore Pte Ltd and Standard Chartered Bank (Singapore Branch) whilst acting as agent, security agent and technical bank is BNP Paribas (Singapore Branch). Partner Freddy Karyadi led the transaction.
Allen & Gledhill has advised Keppel REIT and Keppel REIT Management Ltd, as manager of Keppel REIT, in respect of the S$512 million (US$408.2m) sale of its 92.8 percent stake in Prudential Tower, Singapore to a consortium comprising of KOP Ltd, Lian Beng Group, KSH Holdings and Centurion Global. Partners Margaret Soh and Teh Hoe Yue led the transaction. Allens is advising Pacific Equity Partners (PEP) in respect of the sale of Peters Ice Cream to European ice cream manufacturer R&R Ice Cream. Under the agreement, R&R Ice Cream, which is owned by major European private equity firm PAI Partners, will acquire Peters and its portfolio of iconic ice cream brands, including Drumstick, Peters Original and Maxibon. The sale was undertaken via a dual-track process which entailed a competitive auction and a proposed IPO. The firm also advised PEP in its original acquisition of the Peters business in 2012. Partner and co-head of private equity practice Tom Story, supported by ECM partners Rob Pick and Julian Donnan, led the transaction. Allens has also advised the Tianqi Group, China’s largest producer of lithium-based chemicals, in respect of its US$1 billion lithium joint venture with Rockwood which closed on 29 May 2014. The firm also advised Tianqi Group on its 2013 acquisition of Talison Lithium, a Western Australia-based producer of lithium concentrates. The current transaction involves the creation of a 51/49 joint venture with US-headquartered specialty chemicals and materials company Rockwood Holdings Inc. In addition, it involves the grant by Rockwood of a three-year call option to invest from 20 to 30 percent in Rockwood Lithium GmbH, which operates the Asian and European arm of Rockwood’s global lithium business, and the sale of its remaining 51 percent interest in Talison to its Shenzen Stock Exchange-listed affiliate Sichuan Tianqi Lithium Industries Inc. Partners Guy Alexander and Marcus Clark, with key support from partners Fiona Crosbie and Mark McAleer, led the transaction. Clifford Chance and King & Wood Mallesons also advised on the deal. AZB & Partners has advised WestBridge Crossover Fund LLC and Jwalamukhi Investment Holdings in respect of their acquisition of approximately 10 percent of the fully diluted equity share capital of Mayur Uniquoters Ltd. Partner Srinath Dasari led the transaction which was valued at approximately US$18.4 million and completed on 30 April 2014. AZB & Partners is also advising Tata Steel Ltd and L&T Infrastructure Development Projects Ltd in respect of their sale of 100 percent stake in Dhamra Port Company Ltd to Adani Ports and Special Economic Zone Ltd. The sale is for an enterprise value of approximately US$950 million. Partner Shameek Chaudhuri is leading the transaction which was signed on 16 May 2014 and is yet to be completed. Baker & McKenzie is advising The Link Management Ltd, the manager of The Link Real Estate Investment Trust (The Link REIT), in respect of the sale of four retail properties by The Link REIT for HK$1.239 billion (US$159.8m). The properties were sold via private tender and comprise the Hing Tin Commercial Centre, the Kwai Hing Shopping Centre, the retail and car park within Tung Hei Court and the Wah Kwai Shopping Centre. Completion of the sales is expected on 31st July 2014. The Link REIT currently has a portfolio of properties with an internal floor area of approximately 11 million square feet of retail space and approximately 79,000 car park spaces. Partners Milton Cheng, head of the REIT practice in Hong Kong/China, and Debbie Cheung in the real estate group led the transaction. Cheung & Lee, in association with Locke Lord (HK), has represented Telecom Digital Holdings Ltd in respect of its HK$100 million (US$12.9m) listing by way of placing on the GEM Board of the HKSE. Telecom Digital, together with its subsidiaries and associate, is a group of companies engaged in the retail sales of mobile phones of various brands and pre-paid SIM cards, distribution of mobile phones, provision of paging and other telecommunications services and provision of operation services to New World Mobility Ltd, a mobile service operator in Hong Kong which is a 40 percent-owned associate of the Telecom Digital group. Roger Wong led the transaction whilst Appleby advised as to Cayman Islands law and Rato, Ling, Vong, Lei & Cortes–Advogados as to Macau law. Hastings & Co acted as Hong Kong law counsel to Guotai Junan Capital Ltd as the sponsor, Guotai Junan Securities (Hong Kong) Ltd as the book-runner and lead manager, and Telecom Digital Securities Ltd as the co-lead manager. K&L Gates has advised the shareholders of Scott’s Refrigerated Freightways (SRF), including JAT Refrigerated Road Services, in respect of the sale of the business to Automotive Holding Group Ltd (AHG), an ASX 200 listed company, for A$115 million (US$107m). One of the Australia’s leading suppliers of refrigerated logistics, SRF provides refrigerated road and rail line haul, local refrigerated distribution and cold store warehousing. Sydney corporate partners Russell Lyons and Ted Nixey, with assistance from tax partner Betsy-Anne Howe, employment partner Christa Lenard and insurance partner Greg Couston, led the transaction. Majmudar & Partners has advised the Bank of Tokyo Mitsubishi-UFJ Ltd Singapore Branch in respect of a bill discounting transaction structure involving Singapore exporters and Indian importers. Partner Prashanth Sabeshan led the transaction whilst Rajah & Tann acted as Singapore counsel. Maples and Calder has acted as Cayman Islands counsel to JD.com Inc, a Cayman Islands company which is a leading online direct sales company in China, in respect of its IPO of approximately 93.7 million American depositary shares (ADSs), each representing two Class A ordinary shares of the company, which closed on 28 May 2014. The ADSs, which were listed on NASDAQ, were priced at US$19 each and the offering raised approximately US$1.78 billion. Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC acted as joint book-runners for the IPO. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell advised the underwriters. Rahmat Lim & Partners has advised MetLife Inc in respect of the acquisition of a stake in AmLife Insurance Berhad (AmLife) and AmFamily Takaful Berhad (AmTakaful) for a total sum of RM812 million (US$130m). In addition, AmLife and AmTakaful entered into exclusive 20-year bancassurance and bancatakaful agreements with AmBank Berhad and AmIslamic Bank Berhad, respectively, for the distribution of life insurance and family takaful products. The transaction is the largest of its type by a US insurance provider in Malaysia to-date. Partners Moy Pui Yee, Wan Kai Chee, Chia Chee Hoong, Raymond Yong and Ong Boo Seng led the transaction. Simpson Thacher has represented SSG Capital Management Ltd in respect of the formation of its third Asia-Pacific special situations and distressed investments private equity fund, SSG Capital Partners III LP (Fund III). With US$915 million in capital commitments, Fund III held its final closing on 15 May 2014. Fund III will focus on investments in China, India and Indonesia in deep-value assets that are afflicted by dislocations in pricing and market liquidity. Partners Phil Culhane and Katharine Moir led the transaction. |
Deals – 28 May 2014
Allen & Gledhill has advised The Hongkong and Shanghai Banking Corp Ltd as arranger and Bank of New York Mellon Singapore Branch as trustee for holders of the notes in respect of the establishment of a S$250 million (US$199.5m) multicurrency medium term note programme by Koh Brothers Group Ltd. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the transaction.
Allen & Overy has advised Bharti Airtel International (Netherlands) BV as issuer and Bharti Airtel Ltd as guarantor in respect of Bharti Airtel International’s first dual-currency international bond issue under Rule 144A/Regulation S. New Delhi-based Bharti Airtel, which provides wireless and fiber-optic communications across India and in 20 Asian and African countries, is one of the largest mobile service operators in the world. The issue, which raised approximately US$2 billion, involved simultaneous notes offerings of US$1 billion in 5.35 percent notes due 2024 and €750 million (US$1b) in 3.375 percent notes due 2021. The proceeds will be used to repay and refinance existing foreign currency debt. Partner Amit Singh from Hong Kong led the transaction which was the largest bond offering ever by an Indian company. Axon Partners acted as Indian counsel whilst Milbank Tweed Hadley & McLoy, led by Singapore-based securities partner Naomi Ishikawa, acted as US counsel for the joint book-runners and lead managers consisting of Barclays Bank PLC, BNP Paribas, HSBC Ltd, Standard Chartered Bank, JP Morgan Securities PLC and Bank of America Merrill Lynch. Appleby has acted as Bermuda and BVI counsel for Standard Chartered Bank (Hong Kong) Ltd and The Hongkong and Shanghai Banking Corp Ltd as the arrangers in respect of a US$2.425 billion secured loan financing to HKT Ltd. The financing was used to purchase CSL New World Mobility Ltd from Telstra Corp and New World Development, a landmark transaction which will result in the creation of the largest mobile telecommunications operator in Hong Kong. The combined market share of the two operators will be roughly 31 percent. HKSE-listed HKT is Hong Kong’s premier telecommunications service provider and is a subsidiary of PCCW Ltd. CSL New World Mobility is the holding company for CSL Ltd, Hong Kong’s first mobile network operator. Banking and corporate partner Jeffrey Kirk led the transaction. Appleby has also acted as BVI counsel for CNPC Finance (HK) Ltd, a subsidiary of China National Petroleum Corp (CNPC), in respect of the issuance of US$750 million guaranteed senior floating rate notes due 2017 and US$750 million 2.75 percent guaranteed senior notes due 2019. Net proceeds from the issue will be used for the overseas operations of CNPC, China’s largest oil and gas producer and supplier, based on production and sales volume. Corporate partner Judy Lee led the transaction whilst Shearman & Sterling advised as to US and Hong Kong laws and Ju He Law Offices advised as to PRC law. Davis Polk, led by partners Eugene C Gregor and John D Paton, acted as US counsel whilst King & Wood Mallesons acted as PRC counsel for Standard Chartered Bank, Citigroup Global Markets Inc and BOCI Asia Ltd as the joint global coordinators and, with Crédit Agricole Corporate and Investment Bank, Société Générale, ING Bank NV Singapore Branch, The Hongkong and Shanghai Banking Corp Ltd, JP Morgan Securities plc, Deutsche Bank AG Singapore Branch, ICBC International Securities Ltd, CCB International Capital Ltd, Natixis, Morgan Stanley & Co International plc, Mizuho Securities USA Inc, DBS Bank Ltd and Mitsubishi UFJ Securities International plc, as the initial purchasers. AZB & Partners has advised IMS Health Analytics Private Ltd and IMS Health India Private Ltd in respect of the purchase of the Omega Block at Embassy TechSquare in Bangalore from Embassy Group. Partner Vivek Bajaj led the transaction. Baker & McKenzie in Tokyo and Esin Attorney Partnership, Baker & McKenzie International’s Turkish member firm, have advised Japan-based Marubeni Corp in respect of the acquisition of a 49 percent stake in Temsa İş Makinaları İmalat Pazarlama ve Satış AŞ, a Turkish distributor of Komatsu construction equipment, from TEMSA GLOBAL Sanayi ve Ticaret AŞ. The deal was signed on 5 March 2014 and closed on 28 April 2014. Temsa İş Makinaları is a subsidiary of the Sabancı Group, one of Turkey’s leading industrial and financial conglomerates. Founded in 1858, Marubeni is one of the largest trading companies in Japan, with a presence in 65 countries. Marubeni currently distributes Komatsu construction equipment in the UK, Philippines, Vietnam, Russia and Mexico. Together with Sabancı Group, Marubeni will leverage its experience and knowledge to further strengthen and expand Temsa İş Makinaları’s construction equipment distribution business. Baker & McKenzie’s Istanbul-based M&A partners Ismail Esin and Aslı Yiğit led the transaction. Clifford Chance has advised The Hongkong and Shanghai Banking Corp Ltd as underwriter, book-runner and mandated lead arranger in respect of the HK$10 billion (US$1.29b) financing for the acquisition by CLP Power Hong Kong Ltd, a subsidiary of CLP Holdings Ltd, of an additional 30 percent stake in Castle Peak Power Company Ltd and a 51 percent stake in Hong Kong Pumped Storage Development Company Ltd. The financing included a syndicated revolving credit facility made available by HSBC, ANZ, BTMU, Mizuho, Standard Chartered, Barclays, CBA, Citi, Deutsche Bank, National Bank of Abu Dhabi, RBS, Scotiabank and Westpac. CLP Holdings is the holding company for the CLP Group, one of the largest investor-owned power businesses in the Asia Pacific. Through CLP Power, it supplies electricity to 80 percent of Hong Kong’s population. Finance partner Matthew Truman led the transaction. Clifford Chance has also advised OJSC MMC Norilsk Nickel’s Australian subsidiaries in respect of the sale of their Avalon and Cawse nickel assets in Western Australia to Wingstar Investments Pty Ltd. OJSC MMC Norilsk Nickel group is the world’s largest nickel and palladium producer and one of the largest producers of platinum and copper. The company originated in Russia more than 70 years ago and currently has operations in Russia, Finland, Botswana, South Africa and Australia. Wingstar is an Australian resources-focused investment company with mining and exploration tenements in Western Australia. The assets comprise the Avalon (formerly Bulong) nickel laterite deposit and processing plant, the Cawse open pit mine and processing plant, and associated infrastructure. Avalon and Cawse were put on care and maintenance in 2003 and 2008, respectively. The sale, which is subject to regulatory approvals and satisfaction of other customary closing conditions, is expected to close in the second half of 2014. Partner Justin Harris led the transaction. Davis Polk has advised Credit Suisse (Hong Kong) Ltd, Morgan Stanley Services Pty Ltd, Merrill Lynch Far East Ltd, The Hongkong and Shanghai Banking Corp Ltd and CCB International Capital Ltd as initial purchasers in respect of the US$418.4 million offering by Inotera Memories Inc of 40 million global depositary shares (GDSs) representing 400 million common shares. The GDSs are listed on the Luxembourg Stock Exchange. Taiwan-based Inotera Memories is a pure foundry manufacturer of memory wafers and is one of the major suppliers of DRAM products on 300mm wafer for Micron Technology Inc and its subsidiaries. Partners James C Lin and John D Paton led the transaction. Davis Polk has also advised Haitong International Securities Company Ltd, BOCI Asia Ltd and Citigroup Global Markets Ltd as initial purchasers in respect of an US$80 million Regulation S only offering by HKSE-listed Times Property Holdings Ltd (TPHL) of its 12.625 percent senior notes due 2019 to be consolidated and form a single class with the US$225 million 12.625 percent senior notes due 2019 issued by TPHL on 21 March 2014. Headquartered in Guangzhou, TPHL 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 Ltd 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 BVI laws. DLA Piper has advised state-owned Nam Kwong Group Company Ltd and its wholly-owned subsidiary Nam Kwong Development (HK) Ltd in respect of the acquisition of a 90 percent interest in Sino-French Energy Development Company (SFED) from Sino-French Holdings (Hong Kong) Ltd (SFH) for US$612 million. SFED is a special purpose vehicle, 90 percent of which is held by SFH whilst the remaining 10 percent is held by a company wholly-owned by former casino magnate Stanley Ho. SFH is a joint venture formed by Suez Environement and NWS Holdings Ltd, which holds approximately a 42.2 percent interest in Companhia de Electricidade de Macau, the public utility company which has the sole concession to transmit, distribute and sell high, medium and low voltage power in Macau. Corporate partner in Hong Kong Esther Leung led the transaction. Gide has advised Kweichow Moutai, China’s leading high-end alcoholic liquor producer, in respect of the establishment of Kweichow Moutai Paris Trading SARL in Paris through the acquisition of premises valued at €8.79 million (US$12m). Partners Fan Jiannian in Shanghai and David Boitout in Paris led the transaction. Han Kun has advised JP Morgan as the sole sponsor and JP Morgan and Guotai Junan International as joint book-runners in respect of the IPO at the HKSE by Sunfonda Group Holdings Ltd (1771), the second largest luxury and ultra-luxury automobile dealership group in Northwestern China. Han Kun has also acted as PRC counsel for Cheetah Mobile Inc, the second-largest internet security applications provider in China by monthly active users in March 2014, in respect of its IPO at the NYSE of 12 million American Depositary Shares, each representing ten Class A ordinary shares, for total proceeds of US$168 million. Morgan Stanley, JP Morgan and Credit Suisse, the lead underwriters to the offering, were granted an option to purchase up to an additional 1.8 million ADSs. Skadden, Arps, Slate, Meagher & Flom advised as to of US law and Maples and Calder as to Cayman Islands law. Davis Polk, led by partners James C Lin, Bonnie Y Chan, Li He and John D Paton, advised Morgan Stanley and JP Morgan whilst Jun He Law Offices advised as to PRC law. Herbert Smith Freehills has advised Maoye International Holdings Ltd in respect of its US$300 million Rule 144A/Reg S issuance of high-yield bonds. The bonds, with a 7.75 percent coupon due 2017, were offered outside the US under Regulation S and in the US to qualified institutional buyers pursuant to Rule 144A. Maoye International operates department stores in a number of Chinese cities and focuses on the medium to high-end segment of the retail market. The company intends to use the net proceeds of the issue primarily to refinance existing debt and the remainder for general corporate purposes. Citigroup Global Markets Inc, CLSA Ltd, Deutsche Bank AG Singapore Branch and Morgan Stanley & Co International Plc were joint lead managers and joint book-runners to the offering. Asia US securities head Kevin Roy, with support from client relationship partner Jason Sung, led the transaction. Herbert Smith Freehills has also advised Chinese conglomerate Fosun International Ltd in respect of its HK$4.88 billion (US$629.4m) rights issue in Hong Kong. Fosun offered close to 501 million rights shares at the subscription price of HK$9.76 (US$1.26) per share. The offering commenced trading on the HKSE on 23 May 2013. Based in Shanghai, HKSE-listed Fosun and its subsidiaries primarily invest in industrial operations, investment, asset management and insurance. Hong Kong partner Gary Lock led the transaction. J Sagar Associates has advised Mannoh Industrial Co Ltd (Japan), a technology leader in automatic, AMT, CVT and MT type automobile gear shift lever assemblies, in respect of its joint venture with Lumax Auto Technologies Ltd. Pursuant to the transaction, Lumax holds 55 percent whilst Mannoh holds 45 percent of the paid up share capital of the new joint venture company, Lumax Mannoh Allied Technologies Ltd, which will engage in the design and manufacture of complete gear shift lever systems for manual, automatic, AMT & CVT transmissions in India. Partners Trisheet Chatterjee and Sunil Jain led the transaction whilst Anderson Mori & Tomotsune acted as Japanese counsel. Lumax was represented by Lex Pro. Khaitan & Co has advised Axis Bank Ltd in respect of the approximately US$168 million financial assistance granted by Axis Bank, Bank of Baroda, Canara Bank, Union Bank of India and PTC India Financial Services Ltd to Raigarh Champa Rail Infrastructure Private Ltd for the development of railway siding and other related infrastructure. Partner Amitabh Sharma led the transaction. Khaitan & Co has also advised Yes Bank Ltd in respect of the securitisation of a portfolio of priority sector loans aggregating approximately US$78.2 million originated by Mahindra & Mahindra Financial Services Ltd and the investment by Yes Bank Ltd in the pass through certificates issued by the securitisation trust. Associate Partner Kumar Saurabh Singh led the transaction. Kirkland & Ellis is representing Goldman Sachs (Asia) LLC, Citigroup Global Markets Asia Ltd and HSBC Corporate Finance (Hong Kong) Ltd as joint sponsors in respect of the proposed spin-off and listing by introduction on the Main Board of the HKSE of leading branded apparel, footwear and fashion business Global Brands Group Holding Ltd (GBG). In connection with the listing, there will be a distribution in specie by GBG’s parent, blue-chip Hong Kong Hang Seng index stock company Li & Fung Ltd, of GBG’s shares to all the shareholders of Li & Fung. The deal is one of the first public filings accepted by the HKSE since the new regime of public filings for all HK IPO applications was implemented on 1 April 2014. Hong Kong capital markets partners Dominic Tsun and Li-Chien Wong are leading the transaction. Kirkland & Ellis has also represented NYSE-listed Qihoo 360 Technology Co Ltd, a leading internet company in China, in respect of its acquisition of a controlling equity interest in MediaV, a leading precision advertising platform for PC and mobile internet in China. Corporate partners David Zhang and Frank Sun and US tax partner Angela Russo led the transaction which was signed and closed on 14 May 2014. K&L Gates has advised NEC Corp in respect of its approximately US$100 million acquisition of the electric grid storage division of electric battery maker A123 Energy Systems LLC which was acquired by Wanxiang American Corp last year in a 363 bankruptcy sale. In connection with the acquisition in the US, Wanxiang and NEC will enter into a joint venture to develop an electric grid storage business in the PRC, with A123 retaining its automotive battery business. A123 Energy Solutions will be integrated into the NEC Group and operated globally as a key element of the business. A123 Energy Solutions has supplied some of the world’s leading utility companies and independent power producers. Tokyo partner Ryan Dwyer and Charlotte partner John Allison led the transaction. Latham & Watkins has advised Japan Bank for International Cooperation, the Asian Development Bank and six commercial banks, consisting of The Bank of Tokyo-Mitsubishi UFJ Ltd, ING Bank NV, Mizuho Bank Ltd, National Australia Bank Ltd, Société Générale and Sumitomo Mitsui Banking Corp, in respect of the US$1.17 billion financing of the 330-MW Sarulla geothermal power project in Indonesia. The sponsors of the project are PT Medco Power Indonesia, ITOCHU Corp, Kyushu Electric Power and Ormat Technologies Inc. The project will be the largest geothermal power project in the country to date. Partners Joseph Bevash, Clarinda Tjia-Dharmadi and Andrew Roche led the transaction. Maples has acted as Cayman counsel to NYSE-listed TAL Education Group , a Cayman Islands company which is a leading K-12 after-school tutoring services provider in China, in respect of its offering of US$230 million convertible senior notes due 2019. The notes will be convertible into TAL’s American Depositary Shares (ADSs) at the option of the holders, prior to their maturity date. Majority of the net proceeds from the offering will be used for strategic investments and general corporate purposes whilst less than 10 percent will be used to pay the cost of certain capped call transactions which TAL has entered into with one or more of the initial purchasers or their affiliates, with a view to reducing the potential dilution to TAL’s common shares and ADSs upon conversion of the notes, in the event that the market price of the ADSs is greater than the strike price of the capped call transactions. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. The initial purchasers, Goldman Sachs (Asia) LLC and Morgan Stanley & Co International plc, were represented by Shearman & Sterling and Latham & Watkins. Minter Ellison is advising iSentia Group Ltd in respect of its IPO of ordinary shares and listing on the ASX. Shares representing approximately 70 percent of iSentia’s capital are being offered at A$2.04 (US$1.88) per share, implying an enterprise value of close to A$460 million (US$424.5m). On completion of the IPO, the business’ current majority owners, funds managed by Quadrant Private Equity, will hold 25 percent of iSentia’s issued share capital. Shares in iSentia are scheduled to begin trading on the ASX on 5 June 2014 on a deferred settlement basis. Partners Callen O’Brien, Daniel Scotti and Riccardo (Ricky) Casali led the transaction. Gilbert & Tobin advised Macquarie Capital (Australia) Pty Ltd and UBS AG Australia Branch as the joint lead managers. Morrison & Foerster is representing China CNR Corp Ltd in respect of its US$1.2 billion H-share IPO which listed on 22 May 2014 on the HKSE, making it Hong Kong’s second largest IPO this year. Also listed on the Shanghai Stock Exchange, the state-owned train maker is the world’s largest rolling stock manufacturer. The company will become an “A+H” company after the completion of the H-share IPO. Hong Kong partner Charles Chau, assisted by managing partner Ven Tan and partners Gregory Wang, Nicholas Spiliotes and Christoph Wagner, led the transaction whilst Jingtian & Gongcheng advised on PRC law and Allens advised on Australian sanctions law. Clifford Chance advised the underwriters on Hong Kong and US laws whilst Commerce & Finance Law Offices advised on PRC law. Rajah & Tann has advised SGX-ST Mainboard-listed Gallant Venture Ltd in respect of its second issue of notes under its US$500 million euro medium term note programme. The S$150 million (US$119.7m) 5.9 percent notes due 2017 were issued on 12 May 2014. Gallant Venture is an investment holding company headquartered in Singapore with businesses in Singapore, Indonesia and the PRC. The group has operations in automotive, utilities, industrial parks, resort operations and property development. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction. CIMB Bank Berhad and Standard Chartered Bank, the joint lead managers, were advised by Linklaters Singapore as to English law. Shook Lin & Bok has acted for Yanlord Land Group Ltd in respect of its listing and quotation of S$400 million (US$319.2m) 6.20 percent fixed rate senior notes due 2017 on the SGX-ST. DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd and Standard Chartered Bank are the joint book-runners and joint lead managers for the notes offering. Partners Gwendolyn Gn and Marilyn See led the transaction. Sidley Austin has advised Sunac China Holdings Ltd in respect of its acquisition of an approximately 24 percent stake in Greentown China Holdings Ltd. Partners Constance Choy and Janney Chong led the transaction. Simpson Thacher’s Hong Kong office has represented the underwriters, led by Goldman Sachs (Asia) LLC, Credit Suisse Securities (USA) LLC, JP Morgan Securities LLC and China Renaissance Securities (Hong Kong) Ltd, in respect of the IPO and listing on the NYSE of American depositary shares (ADSs) of Jumei International Holding Ltd, China’s leading online retailer of beauty products. The offering of 11.14 million ADSs, representing 11.14 million ordinary shares, raised US$245.1 million. The Hong Kong office of the firm also represented a placement agent in connection with a private placement transaction which closed simultaneously with the IPO. Under the concurrent private placement, General Atlantic Singapore Fund Pte Ltd purchased approximately 6.8 million Class A ordinary shares from Jumei at the per-share price of the IPO for a total consideration of US$150 million. Corporate partner Leiming Chen led the transaction which closed on 21 May 2014. Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Jumei International Holding. SSEK has advised GlaxoSmithKline (GSK) in respect of a three-part deal that sees the pharmaceutical company take full control of its Indonesian consumer healthcare business whilst divesting a non-core brand and a manufacturing facility in the country. GSK Consumer Healthcare paid IDR465 billion (US$40.16m) to Sarasvati Venture Capital for the 30 percent of the Indonesian consumer healthcare business it did not previously own. GSK also divested its Insto™ eye drops brand to Pharma Healthcare and agreed to divest its manufacturing site at Bogor to PT Pharma Healthcare for a combined total of IDR133 billion (US$11.49m). Founding partner Ira A Eddymurthy led the transaction. Trilegal has advised Myriad Opportunities Master Fund Ltd in respect of its approximately INR1.33 billion (US$22.76m) investment into Jasper Infotech Private Ltd (Snapdeal). Myriad was one of seven investing entities in the present round of investment which closed on 13 May 2014 with aggregate investments of approximately INR6.2 billion (US$106m). Partner Sridhar Gorthi led the transaction. IndusLaw acted as Indian counsel for Jasper Infotech. Wong Beh & Toh has advised 7-Eleven Malaysia Holdings Berhad in respect of its IPO of up to 530.3 million ordinary shares in conjunction with the listing of and quotation for its entire enlarged issued and paid-up share capital comprising approximately 1.23 billion ordinary shares on the Main Market of Bursa Malaysia Securities Berhad. The deal, which will raise gross proceeds of approximately RM732 million (US$228m), is Malaysia’s largest IPO thus far in 2014 and the biggest retail sector IPO on Bursa Malaysia to date. Partners Wong Tat Chung and Cynthia Toh led the transaction. WongPartnership has acted as Singapore counsel for Seletar Fund Investments Pte Ltd, a subsidiary of Temasek Holdings (Private) Ltd, in respect of its investment of US$500 million as a seed investor in a hedge fund of a funds platform set up by Dymon Asia Capital (Singapore) Pte Ltd. Partners Low Kah Keong, Charlotte Sin, Alvin Chia, Hui Choon Yuen and Khoo Yuh Huey led the transaction. WongPartnership has also acted for Oakwood Worldwide in respect of the sale of a 49 percent stake in Oakwood Worldwide’s service apartment business in Asia, and their subsequent joint venture arrangement with the Mapletree group with an option at a later stage for the Mapletree group to acquire additional interest in the Oakwood group. Partners Ong Sin Wei, Elaine Chan and Lam Chung Nian led the transaction. |
Deals – 20 May 2014
ATMD Bird & Bird has advised QT Vascular Ltd in respect of its Regulation S S$55 million (US$43.96m) IPO of approximately 196.4 million ordinary shares by way of placement in the Catalist Board of the SGX, the first listing of a medical device company in the Board. The transaction also involved pre-IPO transactions through convertible notes. QT Vascular develops and distributes advanced medical devices for the treatment of complex vascular diseases. Partner Marcus Chow led the transaction whilst Wilson Sonsini Goodrich & Rosati acted as US counsel. Prime Partners Corporate Finance Pte Ltd and UOB Kay Hian Private Ltd, the joint placement agents for the offering, were advised by Allen & Overy as to US law.
AZB & Partners has advised Xander in respect of its acquisition of 49 percent equity shares of Kapstone Constructions Private Ltd. Partner Hardeep Sachdeva led the transaction which was valued at approximately US$11 million and was completed in March 2014. Baker & McKenzie has advised The Bank of Tokyo-Mitsubishi UFJ Ltd in respect of its US$12.5 billion loan facility to Suntory Holdings Ltd for the buyout of NYSE-listed premium spirits company Beam Inc. Suntory completed its acquisition of Beam for approximately US$15.8 billion on 30 April 2014. The acquisition creates the world’s third largest premium spirits company. As a result of the transaction, Beam was renamed Beam Suntory Inc. The new company plans to integrate the spirits business of Japan’s Suntory Liquors before the end of this year. Tokyo partners Gavin Raftery and Shinichiro Kitamura led the transaction. Nishimura & Asahi acted as Japanese counsel whilst Cleary Gottlieb Steen & Hamilton acted as US counsel to Suntory Holdings. Clayton Utz is representing financial services company SFG Australia Ltd in respect of its proposed merger, valued at approximately A$670 million (US$627m), with IOOF Holdings Ltd. The merger will create the third largest advice business in Australia by funds under advice and one of the largest listed wealth management businesses in Australia, with a combined market capitalisation of over A$2.5 billion (US$2.34m). On 16 May 2014, SFG entered into an agreement with IOOF under which IOOF will acquire, via scheme of arrangement, all of the shares in SFG. Subject to shareholder approval, the transaction is expected to complete in August. Corporate partner Jonathan Algar, supported by partner Karen Evans-Cullen, is leading the transaction. Davis Polk has acted as English and US counsel to Tencent Holdings Ltd in respect of the Rule 144A and Regulation S offering of its US$500 million 2 percent senior notes due 2017 and US$2 billion 3.375 percent senior notes due 2019 under its US$5 billion global medium-term note program. Deutsche Bank AG Singapore Branch, Barclays Bank PLC and JP Morgan Securities plc were the joint global coordinators for the initial takedown under the GMTN program. The firm also advised Tencent in the establishment of the GMTN program, where the underlying documents are governed by English law. The offering marks the largest bond issue by a technology company in Asia, excluding Japan. Based in Shenzhen, Tencent is one of the leading internet service providers in China, providing online messaging, social networking and games through its integrated communications platforms. Partners Eugene C Gregor, John D Paton and Paul Chow led the transaction whilst Maples and Calder advised as to Cayman Islands law and Jun He Law Offices as to PRC law. The dealers and managers were advised by Clifford Chance as to English and US laws and Global Law Office as to PRC law. Davis Polk has also advised Poly Real Estate Finance Ltd, a wholly-owned subsidiary of Poly Real Estate Group Co Ltd (Poly Real Estate), in respect of its Regulation S offering of US$500 million 5.25 percent guaranteed bonds due 2019. Shanghai Stock Exchange-listed Poly Real Estate is a leading property developer and the largest state-owned real estate company in China. The bonds were guaranteed by Poly Real Estate’s wholly-owned subsidiary Hengli (Hong Kong) Real Estate Ltd and supported by a keepwell deed and an equity purchase undertaking from Poly Real Estate and a keepwell deed from China Poly Group Corp, the parent company of Poly Real Estate. Partner Paul Chow led the transaction. Poly Real Estate was advised by Maples and Calder as to BVI law and DeHeng Law Offices as to PRC law. CITIC Securities Corporate Finance (HK) Ltd and The Hongkong and Shanghai Banking Corp Ltd, the joint global coordinators, joint book-runners and joint lead managers, were advised by Linklaters as to Hong Kong law and ZongHeng Law Firm as to PRC law. Gide has advised luxury French fashion house SMCP (Sandro, Maje, Claudie Pierlot and Sandro Men) in respect of its acquisition of 100 percent of the share capital in Hong Kong company AZ Retail Ltd, a member of Rue Madame Fashion Group. With this transaction, SMCP reinforces its retail network in Asia where the group already operates 11 points of sales in Mainland China and will open soon its first point of sales in Singapore. Hong Kong partner Gilles Cardonnel led the transaction. The seller was represented by Ginestié Magellan Paley-Vincent, led by Hong Kong-based partner Maëva Slotine, assisted by local law firm Oldham, Li and Nie. Khaitan & Co has advised RapidValue IT Services Private Ltd in respect of the Series A investment by Helion Venture Partners. The firm also advised the promoters of RapidValue on the purchase of Series A Equity Shares by Helion. The aggregate consideration for primary and secondary investment is approximately US$4.2 million. RapidValue is a provider of end-to-end mobility solutions to enterprises worldwide, offering a range of services in mobility across industry verticals, and has the world’s top brands and Fortune 1000 companies as its clients. It has offices in India and the US. Partner Ganesh Prasad led the transaction. Khaitan & Co has also advised Lightbox Management Ltd in respect of its acquisition of interest in the portfolio companies Future E-Commerce Infrastructure Private Ltd, Kotak Urja Private Ltd, Zoomin Online India Private Ltd, CE Info Systems Private Ltd, Paymate India Private Ltd and Reverse Logisitics Company Private Ltd from Sheraplo Ventures and Kleiner, Perkins, Caufield and Byers for approximately US$19.2 million. Lightbox, a limited liability company with limited life organised in Mauritius, has received capital commitments of approximately US$32 million from institutional investors for investing in the portfolio companies. The company is amongst one of the first India-focussed companies to complete a secondary portfolio buyout. Partner Siddharth Shah, assisted by partner Bijal Ajinkya, led the transaction. LNT & Partners has advised Joint Stock Commercial Bank for Foreign Trade of Vietnam – Ho Chi Minh Branch as agent bank and other co-financing lenders, such as Southeast Asia Commercial Joint Stock Bank and Vietnam Export Import Bank, in respect of a credit agreement for lending US$158.7 million by PV Drilling Oversea Company Private Ltd for the purchase of 400 feet of water self-elevating drilling rig PV Drilling VI. PV Drilling Oversea is a joint venture between PetroVietnam Drilling and Well Services Joint Stock Corp and Falcon Energy Group Ltd to invest and operate the oil and gas drilling rig to concretise Vietnam National Oil and Gas Group’s offshore oil and gas operation development strategy. Partner Le Net led the transaction. Luthra & Luthra has represented Lightspeed Venture Partners and Matrix Partners India in respect of their co-investment with Tiger Global in the e-commerce retail platform “www.limeroad.com”. The investment was made in the Mauritius holding company of the Indian company which owns and operates www.limeroad.com. Lightspeed and Matrix had made an earlier investment in the target company in 2012, in which the firm also acted for the two investors. Partner Deepak Joyce led the transaction. www.limeroad.com was represented by IndusLaw led by Delhi partner Avimukt Dar. Tiger Global was represented by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian led by New York partner Steven Baglio. Maples and Calder has acted as Cayman Islands counsel to Cheetah Mobile Inc, a Beijing-based security software maker, in respect of its IPO of 12 million American depositary shares (ADSs), each representing ten Class A ordinary shares of the company. The ADSs were priced at US$14 each and were listed on the NYSE. The offering, which closed on 13 May 2014, raised approximately US$168 million. Cheetah is a leading mobile internet company with approximately 362 million monthly active users as of March 2014. Morgan Stanley & Co International plc and JP Morgan Securities LLC acted as joint book-runners for the IPO. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell advised the underwriters. Maples and Calder has also acted as Cayman Islands counsel to Sunfonda Group Holdings Ltd, a Cayman Islands company, in respect of its approximately HK$542 million (US$69.92m) IPO and listing of 150 million shares with a par value of US$0.0001 each on the HKSE. The shares, which started trading on 15 May 2014, were offered at HK$3.61 (US$0.46) each. Sunfonda is one of the largest luxury automobile dealership groups in the western region of the People’s Republic of China. JP Morgan Securities (Asia Pacific) Ltd and Guotai Junan Securities (Hong Kong) Ltd acted as joint global coordinators. Partner Jenny Nip led the transaction whilst Clifford Chance acted as Hong Kong counsel. Freshfields acted for the underwriters. Rajah & Tann has acted as Singapore counsel to TML Holdings Pte Ltd in respect of a US$300 million bond offering. TML Holdings, the holding company for Jaguar Land Rover Automotive plc, is a wholly-owned subsidiary of India’s largest automobile manufacturer Tata Motors Ltd. The Mumbai-based company’s latest offering marks its first US dollar denominated bond issuance in the international debt capital markets. Australia and New Zealand Banking Group Ltd, Merrill Lynch (Singapore) Pte Ltd, Citigroup Global Markets Singapore Pte Ltd and The Hongkong and Shanghai Banking Corp Ltd Singapore Branch acted as joint lead managers for the issue. Partners Abdul Jabbar Bin Karam Din and Lee Xin Mei led the transaction. Herbert Smith Freehills advised the joint lead manager, trustee and agents as to English law. Rajah & Tann has also advised SGX-ST Mainboard-listed Koh Brothers Group Ltd (KBGL) in respect of the establishment of its S$250 million (US$200m) multicurrency medium term note programme on 12 May 2014. KBGL, an investment holding company headquartered in Singapore, has operations in construction and building materials, real estate and leisure and hospitality. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction. The Hongkong and Shanghai Banking Corp Ltd, the arranger and dealer of the notes, was advised by Allen & Gledhill. Shearman & Sterling has advised Morgan Stanley & Co International plc, Credit Suisse Securities (USA) LLC and China Renaissance Securities (Hong Kong) Ltd as the underwriters in respect of the US$72 million IPO on the Nasdaq Stock Exchange of Tuniu Corp, a leading online leisure travel company in China. Tuniu offers a large selection of packaged tours, including organised tours and self-guided tours, as well as travel-related services for leisure travellers through its website tuniu.com and mobile platform. Partners Matthew Bersani, Shuang Zhao, Russell Sacks and Larry Crouch led the transaction. Shearman & Sterling has also represented CNPC General Capital Ltd (CNPC Capital) in respect of its Rule 144A/ Regulation S bond offering listed on the HKSE, including the US$750 million guaranteed senior floating rate notes due 2017 and the US$750 million 2.75 percent guaranteed senior notes due 2019, which will be irrevocably and unconditionally guaranteed by CNPC Finance (HK) Ltd. CNPC Capital is a wholly-owned subsidiary of China National Petroleum Corp (CNPC), one of China’s key state-owned enterprises and its largest oil and gas producer and supplier, based on production and sales volume. Partners Matthew Bersani, Philip Urofsky and Lorna Chen led the transaction. Shook Lin & Bok has acted for Yanlord Land Group Ltd in respect of its listing and quotation of S$400 million (US$319.7m) 6.2 percent fixed rate senior notes due 2017 on the SGX-ST. DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd and Standard Chartered Bank are the joint book-runners and joint lead managers for the notes offering. Partners Gwendolyn Gn and Marilyn See led the transaction. Sidley Austin has advised Dymon Asia Capital in respect of a venture with Temasek which has seen the Singapore investment company become a minority stakeholder in the Singapore-based alternative investment management firm. Under the agreement, Dymon Asia Capital has received a commitment worth US$500 million from Temasek to start a hedge fund multi-strategy platform. Partners Han Ming Ho and Greg Salathe led the transaction. Walkers has acted as BVI counsel to China Cinda Asset Management Co Ltd in respect of the US$1 billion 4 percent guaranteed senior notes due 2019 and US$500 million 5.625 percent guaranteed senior notes due 2024, both unconditionally and irrevocably guaranteed by Well Kent International Investment Company Ltd. Partner Kristen Kwok led the transaction. Weil, Gotshal & Manges has advised Suez Environnement, Europe’s second-biggest water company by market value, in respect of the sale by Sino-French Holdings Hong Kong Ltd (SFHHKL), its joint venture with NWS Holdings Ltd (629), of its stake in Cia de Electricidade de Macau, the city’s power provider, to a Chinese state-owned company for US$612 million. Sino-French Holdings will sell its 90 percent holding of Sino-French Energy Development Co, which owns a 42.2 percent stake in Macau Power, plus shareholder loans to a unit of Nam Kwong Group Co. The sale gives China’s government a stake in the power provider to Macau, the only city in the nation where casino gambling is legal. NWS, the transportation unit of Hong Kong billionaire Cheng Yu-tung’s New World Development Co (17), said the disposal will allow its venture to focus on the water industry. Sino-French Holdings also granted an option to a company owned by gambling tycoon Stanley Ho pledging to buy a 9 percent stake in Macau Power from Ho’s company. Provided Ho’s company exercises the option, Sino-French Holdings will retain a 3.8 percent stake in Macau Power whilst NWS will book a HK$1.5 billion (US$193.5m) gain on the transactions. Asia managing partner Akiko Mikumo and Hong Kong corporate partner Henry Ong led the transaction. Clifford Chance, led by partner Cherry Chan, advised NWS Holdings Ltd. White & Case has advised Industrial and Commercial Bank of China (ICBC) and Bank of China (BOC) in respect of the €550 million (US$754.3m) syndicated senior secured loan to Millennium Gain Ltd, a wholly-owned subsidiary of Fosun International Ltd, the largest private-owned conglomerate in China. The loan supports Fosun’s €1 billion (US$1.37b) majority acquisition of the insurance arm of Portugal’s largest state-owned bank, Caixa Ceral de Deposits. The transaction is one of the largest deals ever completed by a Chinese non-state owned entity. Fosun purchased 80 percent of the share capital and voting rights in each of the wholly-owned subsidiaries of Caixa’s insurance arm, making this the largest acquisition the group has made outside China. The assets purchased include Fidelidade, the leading life and non-life insurance market operator in Portugal, health insurer Multicare and Cares, a travel and transport insurer. Hong Kong-based partner Baldwin Cheng and Beijing-based partner David Li led the transaction. WongPartnership has acted for Perennial 111 Somerset Pte Ltd in respect of the refinancing of existing loans of AREIF (Singapore I) Pte Ltd and financing, inter alia, AREIF’s additions and alterations works in relation to TripleOne Somerset, a 17-storey office-and-retail building located on Somerset Road in Orchard, Singapore. Partners Christy Lim and Carol Anne Tan led the transaction. |
Deals – 15 May 2014
Allen & Gledhill has advised PACC Offshore Services Holdings Ltd (POSH) and Pacific Carriers Ltd (PCL) in respect of the IPO and listing of POSH on the SGX-ST. The IPO raised gross proceeds of S$426.7 million (US$341.2m). POSH is the dedicated offshore support vessel business of the Kuok (Singapore) Ltd Group. Partners Leonard Ching, Lim Mei, Sharon Wee, Hilary Low and Harold Or advised on the transaction.
Akin Gump has advised Banglalink Digital Communications Ltd, a subsidiary of VimpelCom Ltd, in respect of a US$300 million Rule 144A/Regulation S high-yield bond offering which represents the first international bond offering from Bangladesh. Banglalink, the second-largest mobile network operator in Bangladesh, issued US$300 million senior notes due 2019. The notes were listed on the SGX. Banglalink provides mobile telecoms services to corporate and consumer customers across the country. Proceeds will be used to repay existing debt and finance capital expenditures. Corporate partners Lisa Hearn and Fred Heller led the transaction. Appleby has acted as Bermuda counsel to CITIC 21CN Company Ltd in respect of Alibaba Holding’s subscription, through its wholly-owned subsidiary Perfect Advance Holding Ltd, of approximately 4.4 billion CITIC 21CN ordinary shares. After the subscription, Perfect Advance, together with parties acting in concert with it, will hold approximately 54 percent of CITIC 21CN’s enlarged issued share capital. Net proceeds of approximately HK$1.32 billion (US$170.3m) will be used for future expansion and/or acquisition opportunities. HKSE-listed CITIC 21CN is an investment holding company incorporated in Bermuda. Its subsidiaries are principally engaged in system integration and software development, as well as telecom value added services and the drug PIATS business. Alibaba Group is one of the titans in China’s e-commerce industry. Corporate partner Judy Lee led the transaction whilst Berwin Leighton Paisner also advised CITIC 21CN. Freshfields Bruckhaus Deringer advised Perfect Advance as to Hong Kong law. Appleby has also acted as Bermuda and BVI counsel to Shanghai Zendai Property Ltd, a Bermuda company listed on the HKSE, in respect of the disposal of 20 percent of shares of BVI company Richtex Holdings Ltd and the disposal of interest of Long Profit Group Ltd through share issuance and grant of put option in favour of two BVI companies which are wholly-owned by China Orient Asset Management Corp. Proceeds of the transactions were approximately HK$251 million (US$32.4) for Richtex’s disposal and approximately HK$2.3 billion (US$296.6m) for Long Profit’s disposal. Tan Li-Lee led the transaction whilst Peter C Wong, Chow & Chow advised as to Hong Kong law. Morrison & Foerster advised China Orient. AZB & Partners has advised IDFC Alternatives Ltd in respect of setting up a Category II alternative investment fund registered with SEBI under the AIF Regulations on 27 December 2013. The fund aimed to raise approximately US$85 million plus a green-shoe option to raise an additional up to approximately US$ 42.5 million for making investments primarily in various kinds of debt instruments of entities engaged in the real estate sector located in or around the Mumbai Metropolitan Region, National Capital Region, Bengaluru, Chennai, Pune and Hyderabad. Partner Sai Krishna Bharathan led the transaction which was completed on 1 March 2014. AZB & Partners has also advised HDFC Asset Management Company Ltd in respect of setting up a Category II alternative investment fund registered with SEBI under the AIF Regulations. The fund seeks to raise approximately US$170 million plus a green-shoe option to raise approximately US$85 million for making investments in entities engaged in the real estate sector in India. Partner Sai Krishna Bharathan led the transaction which is yet to be completed. Clayton Utz is representing Melbourne-headquartered, HKSE-listed global resources company MMG Ltd in respect of the sale of its Avebury nickel mine located in the West Coast of Tasmania, Australia. On 15 April 2014, MMG entered into an agreement with Perth-based QCG Resources for the sale of the mine for a total consideration of A$40 million (US$37.37m). Subject to regulatory and other approvals, the sale is expected to complete within the next six months. Corporate partner Jonathan Li, with environmental and planning partner Damien Gardiner, led the transaction. Clayton Utz has also advised Macquarie Capital as underwriter in respect of the A$230 million (US$215m) institutional placement by Bendigo and Adelaide Bank (BEN) which completed on 6 May 2014. BEN intends to use the proceeds from the capital raising to fund the acquisition of the business and assets of Rural Finance Corp of Victoria, valued at A$1.78 billion (US$1.66b). National head of equity capital markets practice Stuart Byrne led the transaction with director of equity capital markets Natasha Davidson. Clifford Chance has advised Norilsk Nickel Australia Pty Ltd in respect of the sale of its North-Eastern Goldfields Operations, including the Thunderbox and Bannockburn gold projects, located in Western Australia to ASX-listed Saracen Mineral Holdings Ltd. The consideration payable to Norilsk comprises an upfront cash payment of A$20 million (US$18.7m) on settlement, a deferred cash payment of A$3 million (US$2.8m) upon the sooner of commencement of commercial production or if, after a period of 24 months after completion, the prevailing gold price has exceeded A$1,550 (US$1451)/oz for a calendar month, plus a 1.5 percent NSR royalty on all minerals capped at A$17 million (US$15.9m). Norilsk Nickel Australia is a part of the OJSC MMC Norilsk Nickel group, the world’s largest nickel and palladium producer and one of the largest producers of platinum and copper. The company originated in Russia more than 70 years ago and currently has operations in Russia, Finland, Botswana, South Africa and Australia. The North-Eastern Goldfields Operations were seen as non-core assets for the nickel-focused Norilsk and have been on care and maintenance since 2007. Partner Justin Harris led the transaction. Herbert Smith Freehills has acted as sole international counsel to ANZ, Bank of America Merrill Lynch, Citigroup and HSBC as joint lead managers and Citicorp as trustee in respect of a US$300 million bond offering by India’s largest automobile manufacturer, Tata Motors Ltd. The Mumbai-based company’s latest offering marks its first US dollar denominated bond issuance in the international debt capital markets. The US$300 million 5.75 percent notes due 2021 were issued by TML Holdings Pte Ltd, the Singapore-based wholly-owned subsidiary of Tata Motors which is the holding company for Jaguar Land Rover Automotive plc. Partners Philip Lee and Alexander Aitken led the transaction. Herbert Smith Freehills has also advised China Development Bank International Holdings (CDBIH) in respect of its HK$1.45 billion (US$187m) subscription of shares in HKSE and SGX-listed China New Town Development Company Ltd (CNTDC), a China-focused real estate developer. The subscription gives CDBIH, a wholly-owned subsidiary of state-owned China Development Bank Corporation, approximately 5.35 million shares representing approximately 54.32 percent of the total number of shares issued. The subscription makes CDBIH the controlling shareholder of CNTDC. Partners Gary Lock and Michael Walter led the transaction. Jones Day has advised Saka Energi Fasken LLC in respect of its agreement with Swift Energy Operating LLC to develop approximately 8,300 acres of the Swift Energy-owned Fasken area Eagle Ford shale properties in Webb County, Texas. The transaction is expected to close on or about 30 June 2014, subject to normal closing conditions. Saka is the US subsidiary of PT Saka Energi Indonesia, the upstream oil and gas subsidiary of PT Perusahaan Gas Negara (Persero) Tbk (PGN), Indonesia’s largest natural gas transportation and distribution company listed on the Indonesian Stock Exchange. The agreements, effective 1 January 2014, provide for Saka to pay Swift Energy US$175 million in cash to acquire a 36 percent full participating interest in Swift Energy’s Fasken properties. The US$125 million is to be paid at closing whilst the balance of US$50 million is to be paid to carry a portion of Swift Energy’s future field development costs. Swift Energy will continue to serve as operator of the Fasken properties, with development plans for the field to be mutually agreed upon by Swift Energy and Saka. Partners Maria Tan Pedersen and Scott Schwind led the transaction which marks the first investment by an Indonesian state-owned entity into US shale. Khaitan & Co has acted as Indian legal adviser to The Hong Kong and Shanghai Banking Corporation Ltd Hong Kong branch, in respect of a US$30 million term loan facility granted to The State Bank of India Shanghai branch for general corporate purposes. Partner Devidas Banerji led the transaction. Khaitan & Co has also advised Dalmia Cement (Bharat) Ltd (DCBL) India in respect of the acquisition of Jaiprakash Associates Ltd’s (JAL) 74 percent stake in Bokaro Jaypee Cement Ltd (BoJCL) India for approximately US$141 million. DCBL is part of the Dalmia group and is engaged in cement manufacturing with plants in various parts of India. The firm also advised DCBL in relation to the clinker sale arrangements between JAL and BoJCL. Partner Bharat Anand led the transaction. Luthra & Luthra has represented the sellers/promoters in respect of the divestment of majority stake in Vrindavan Tech Village, a 106-acre SEZ developed by Vikas Telecom Ltd and is strategically located at the heart of Bangalore’s IT corridor. The acquirer was Embassy Office Ventures Private Ltd, a joint venture of Embassy Group and the Blackstone Group. The deal was structured in two tranches, with the second tranche giving the acquirer majority control over the target company. The enterprise valuation of Vilas Telecom for this deal was INR1,951 crores (US$326.64m). Partner Deepak Joyce led the transaction which is considered as one of the largest commercial real estate transactions in India in recent times. Embassy Office Ventures was represented by Amarchand Mangaldas. Milbank, Tweed, Hadley & McCloy has advised seven leading international banks as joint lead managers and joint book-runners in respect of the US$300 million undated subordinated capital securities offering by SMC Global Power Holdings Corp, a wholly-owned subsidiary of San Miguel Corp and one of the largest power companies in the Philippines. The consortium consisted of BofA Merrill Lynch, Credit Suisse, DBS Bank Ltd, Deutsche Bank, HSBC, Mizuho Securities and Standard Chartered Bank. The transaction was the third ever perpetual capital securities offerings by a Filipino issuer. The highly successful fund raising will further strengthen SMC Global Power’s financial position and ability to continue its expansion in the power sector in the Philippines. Global securities partner James Grandolfo led the transaction. Morrison & Foerster is advising SoftBank Corp, the largest shareholder of Chinese e-commerce giant Alibaba Group, in respect of Alibaba’s filing of a registration statement in the US in line with its much-anticipated IPO which is expected to be one of the largest stock listings in history. Softbank will continue to own more than 30 percent of the Chinese company’s shares after the IPO. The deal would value the company at more than US$100 billion, rivalling Facebook’s IPO, and could raise upwards of $20 billion. Partners Ken Siegel, Ivan Smallwood and Andrew Winden are leading the transaction. Nishith Desai Associates has advised Cognizant, a leading provider of information technology, consulting and business process outsourcing services, through its affiliates, in respect of its acquisition of the entire shareholding in itaas Inc, a digital video solutions company headquartered in Atlanta, Georgia, USA. Founded in 1999, itaas helps leading cable, telecommunications and technology companies to deliver a broad range of digital video services across traditional cable, broadcast and telecommunications network environments and on consumer devices such as set-tops, tablets, and smartphones. Norton Rose Fulbright, with its Indonesian associate firm Susandarini & Partners, is advising Indonesian Government-owned Indonesia Ports Corp (PT Pelabuhan Indonesia II) in respect of the development of the Kalibaru Port Project, one of Indonesia’s largest infrastructure projects. The project is located at Tanjung Priok, Jakarta, set to become the country’s largest industrial port. The firm also advised on the recent appointment of Mitsui & Co Ltd as the operator of the first container terminal at the Kalibaru Port. Agreements between Indonesia Ports Corp and Mitsui for the joint development of the first container terminal were signed on 19 April 2014. The Kalibaru Port Project initially involves three container terminals and two product terminals. The project will remove logistical bottlenecks in the country and free up port capacity, which will result in significant trading benefits. Paul Hastings has advised Vista Land & Lifescapes Inc, the largest home-builder in the Philippines, in respect of its issuance of US$225 million 7.45 percent guaranteed notes due 2019 and a tender offer whereby it purchased US$104 million of its outstanding 8.25 percent guaranteed notes due 2015. DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation were joint lead managers whilst BDO Capital & Investment Corporation acted as domestic lead manager. Partners Patricia Tan Openshaw and Steven Winegar led the transaction. Slaughter and May Hong Kong has advised Dongfeng Asset Management Co Ltd, a wholly owned subsidiary of Dongfeng Motor Corporation (DFM), in respect of its US$40 million cornerstone investment in the proposed IPO of China CNR Corp Ltd (CNR). The PRC-incorporated Dongfeng Asset Management engages in asset and investment management, industrial and venture capital investment and consultancy, land and real estate development, international economic and technological cooperation, and related technical consulting, technical services, information services, and after-sales services. DFM, with its subsidiary, Dongfeng Motor Group Company Ltd, is China’s second largest automaker. CNR is China’s second-biggest train maker by sales and is an important member of the global rail transportation equipment manufacturing industry. CNR proposes to raise up to US$1.5 billion from its IPO on the HKSE. CNR is due to be listed in Hong Kong in mid-May 2014. Commercial partner Benita Yu led the transaction. Tumbuan and Partners has represented PT Bank Mandiri (Persero) Tbk, as the creditor and agent, as well as PT Semen Padang, as the debtor, in respect of the syndicated loan agreement in the amount of approximately US$160 million for the financing of Indarung VI cement plant with a total project investment amount of approximately US$330 million. Walkers has acted as BVI counsel to State Grid Overseas Investment (2014) Ltd in respect of its issuance of US$1.25 billion 2.75 percent senior guaranteed notes due 2019, US$1.6 billion 4.125 percent senior guaranteed notes due 2024 and US$650 million 4.85 percent senior guaranteed notes due 2044, all unconditionally and irrevocably guaranteed by State Grid Corp of China. HSBC, Goldman Sachs (Asia), Morgan Stanley, BOC International, ICBC International, The Royal Bank of Scotland, ANZ, UBS, Deutsche Bank, Citigroup, JP Morgan, Mizuho Securities and Nabsecurities were book-runners on the deal. Partner Kristen Kwok led the transaction which was completed on 7 May 2014. Herbert Smith Freehills, led by partners Kevin Roy and Tom Chau, King & Wood Mallesons, Linklaters, Mayer Brown JSM and Commerce & Finance Law Offices also advised on the deal. Weerawong, Chinnavat & Peangpanor has represented Srisawad Power 1979 Public Company Ltd, a major consumer finance company in Thailand, in respect of its corporate restructuring and IPO on the Stock Exchange of Thailand (SET). The IPO comprised 250 million shares for a total offering size of β1.73 billion (US$53m). Asia Plus Advisory Company Ltd acted as financial adviser and lead underwriter. KT Zmico Securities, Kasikorn Securities, CIMB Securities and Finansia Syrus Securities are co-underwriters. Commencement of trading on the SET was on 8 May 2014. Partner Kudun Sukhumananda led the transaction. WongPartnership has acted as Singapore counsel for The Blackstone Group LP in respect of the financing for the proposed merger of BCP (Singapore) VI Cayman Merger Co Ltd with and into Pactera Technology International Ltd, including the issuance of US$275 million 8 percent senior secured notes due 2021 by BCP (Singapore) VI Cayman Financing Co Ltd. Partners Alvin Chia and Khoo Yuh Huey led the transaction. WongPartnership is also acting for L Capital CJ Pte Ltd in respect of its acquisition of shares in the capitals of Crystal Jade Culinary Concepts Holding Pte Ltd and Crystal Jade Culinary Concepts Holding (Great China) Ltd. Partners Chan Sing Yee, Jason Chua, Jeffrey Lim and Tan Teck Howe are leading the transaction. |
Deals – 8 May 2014
Allen & Gledhill has advised Golden Assets International Investment Pte Ltd, Golden Agri-Resources Ltd, Oversea-Chinese Banking Corporation Ltd (OCBC) and Mitsubishi UFJ Securities (Singapore) Ltd (MUFJ) in respect of the establishment of a US$1.5 billion multicurrency medium term note programme by Golden Assets. The notes to be issued under the programme are unconditionally and irrevocably guaranteed by Golden Agri-Resources. OCBC was appointed sole arranger of the programme. Under the programme, Golden Assets issued S$150 million (US$120m) 4.2 percent notes due 2017. OCBC and MUFJ were appointed joint lead managers and bookrunners for the Series 1 notes. Partners Bernie Lee, Sunit Chhabra and Glenn Foo led the transaction.
Allen & Gledhill has also advised Asahi Group Holdings in respect of the approximately US$328.8 million acquisition of the dairies and packaging business of Etika International Holdings Ltd in Singapore, Malaysia, Vietnam and Indonesia. The acquisition is expected to strengthen Asahi Group’s beverage business platform in Southeast Asia. Partners Christian Chin, Alexander Yap and Daren Shiau led the transaction. Allen & Overy has advised Industrial and Commercial Bank of China Ltd (ICBC) in respect of its proposed acquisition of 75.5 percent of the issued share capital of Tekstil Bankası AS (Tekstilbank) from GSD Holding AŞ (GSD Holding) for TRY (Turkish liras) 669 million (US$319m). Under Turkish capital markets law, the acquisition will trigger a post-closing mandatory tender offer for all remaining shares in Tekstilbank. Listed on Borsa Istanbul, Tekstilbank is primarily engaged in corporate and commercial banking, including SME and retail banking. GSD Holding, also listed on Borsa Istanbul, is the Turkish holding company of a group spanning financial services and shipping. The transaction is subject to approval from GSD Holding’s shareholders as well as Chinese and Turkish financial regulators and the Competition Board of Turkey. Upon completion, ICBC will become the first Chinese bank to operate in Turkey, which ranks China as its third largest trading partner. Partners Gary McLean, Jane Jiang and Gökhan Eraksoy led the transaction. Turkish law firm Atim&Atim advised GSD Holding. Appleby has acted as Bermuda counsel for China LotSynergy Holdings Ltd in respect of its issuance of HK$650 million (US$83.85m) five percent convertible bonds due 2019. The net proceeds will be used for financing working capital and general corporate purposes. China LotSynergy is one of the leading technology and operation services providers in the PRC lottery industry. The company principally engages in the manufacture and provision of lottery terminal equipment, the development and provision of lottery systems and lottery games as well as the distribution of computer tickets games lottery products through telephone and mobile platforms. Corporate partner Judy Lee led the transaction whilst Baker & McKenzie advised as to Hong Kong and English laws and Hylands Law Firm advised as to PRC Law. Linklaters and King & Wood Mallesons advised the underwriters as to English and PRC laws, respectively. Appleby has acted as Bermuda and British Virgin Islands counsel for CCB International (Holdings) Ltd (CCBI) in respect of a US$30 million subscription of secured exchangeable notes and warrants of US$2.1 million in face value in Leading Value Industrial Ltd. CCBI acted through its indirect wholly-owned subsidiary, Chance Talent Management Ltd. The debt financing was secured by a mortgage over the shares in Bermuda-incorporated, HKSE-listed Beautiful China Holdings Company Ltd held by Leading Value, which represent 51 percent of the issued share capital of Beautiful China. Beautiful China, formerly FinTronics Holdings Company Ltd, along with its subsidiaries, is engaged in the provision of automatic teller machines (ATM) services. Beautiful China’s ATM network mainly covers cities in the PRC. Banking and corporate finance partner Jeffrey Kirk led the transaction whilst Clifford Chance Hong Kong acted as onshore counsel. AZB & Partners has advised SQS Software Quality Systems AG in respect of its acquisition of a majority equity stake of 53.35 percent of Thinksoft Global Services Ltd through a combination of a purchase of shares from Thinksoft founders and a consequent open offer under Indian takeover regulations. Partner Srinath Dasari led the transaction which was valued at approximately US$23.6 million and closed on 25 April 2014. AZB & Partners has also acted as sole domestic legal counsel to Muthoot Finance Ltd in respect of its issue of up to 25.35 million equity shares aggregating to approximately INR4.1 billion (US$68.13m) by way of an institutional placement program under the SEBI ICDR Regulations. The issue constituted 5.12 percent of the fully diluted post issue paid-up share capital of Muthoot Finance. The prospectus was filed on 28 April 2014 whilst the shares were allotted on 29 April 2014. Partner Srinath Dasari led the transaction. Clayton Utz has advised Forrest Family Investments Pty Ltd (FFI), an Andrew Forrest entity within Minderoo Group, in respect of a proposed A$12 million (US$11.13m) placement of shares in ASX-listed uranium developer Energy & Minerals Australia Ltd. The placement is part of a transaction which will result in a net A$36 million (US$33.34m) balance sheet improvement for EMA. The proposed placement, which is subject to EMA shareholder and other approvals, will comprise FFI subscribing for 400 million EMA shares and will result in FFI acquiring a relevant interest in approximately 28 percent of EMA. The placement is scheduled to complete in July. Corporate partner Mark Paganin led the transaction which was announced on 5 May 2014. Clayton Utz has also acted for Minderoo Group, the private investment vehicle of Andrew Forrest, in respect of its acquisition of Western Australia’s largest beef exporter, Harvey Beef. The acquisition completed on 2 May 2014. Corporate partner Mark Paganin led the transaction. Clifford Chance has advised Deutsche Bank as arranger and other dealers in respect of the establishment of Tencent Holdings Ltd’s US$5 billion global medium-term notes programme, and the managers in respect of the US$2.5 billion bond issuances under the programme. Listed on the HKSE, the dual-tranche issuance consists of US$500 million 2 percent senior notes due 2017 and US$2 billion 3.375 percent senior notes due 2019. Founded in 1998, Tencent is one of the largest Internet services companies in China and has been listed on the main board of the HKSE since 2004. The company’s services include QQ IM, Qzone, QQ Game Platform, QQ.com, Tencent Video, eCommerce services, mobile news and mobile social communication platforms, Weixin and WeChat. Capital markets partners Crawford Brickley, Matt Fairclough and Avrohom Gelber led the transaction. Colin Ng & Partners is acting as Singapore counsel for Ocean Dial Asset Management Singapore Pte Ltd in respect of the launch of Sanchi Credit Value Fund (SCVF) and Ocean Dial Global Arbitrage Fund (ODGAF), funds focused on global credit markets and arbitrage opportunities, respectively. SCVF and ODGAF, which are managed by Ocean Dial Asset Management, are offered only to high net worth individuals and corporations. Partner Bill Jamieson is leading the transaction whilst Conyers Dill & Pearman is acting as Cayman Islands counsel for the projects. Deacons has advised The Bank of East Asia Ltd (BEA) as to English and Hong Kong laws in respect of the issue of US$700 million 2.375 percent notes due 2017. BEA is the largest independent local bank in Hong Kong in terms of assets. The notes are listed on the SGX-ST. Partner Kevin Tong led the transaction. Linklaters advised the managers and trustee as to English law. Deacons has also advised Universal Number One Co Ltd (UNO) and Universal International Leasing Co Ltd (UIL) in respect of UNO’s issuance of CNY1 billion (US$160m) 5.7 percent secured bonds due 2017 guaranteed by UIL, a leading PRC financial leasing company based in Beijing. The bonds have the benefit of a keepwell deed entered into by UIL’s PRC parent, China General Technology (Group) Holding Co Ltd, one of the core state-owned enterprises directly administered by the PRC central government. In addition, the bonds are secured by a package of security comprising, among other things, cashflows from lease receivables and an escrow account in the PRC and an offshore account. Partner Kevin Tong also led the transaction. Linklaters advised the joint lead managers and trustee as to Hong Kong law whilst Global Law Office advised the joint lead managers as to PRC law. ELP has advised Otis Elevators Company (India) Ltd, a leading manufacturer and service provider of elevators, escalators and moving walkways in India, in respect of the tax assessment arising from comprehensive contracts for the supply of components/parts of lifts/elevators and provision of services for erection, commissioning and installation of lift. Otis treated the contracts as works contracts and accordingly paid Sales Tax/ VAT on the components involved in the execution of such works contract and paid service tax for the services rendered under the contract. However various State Tax Departments in the assessment proceedings treated such contracts as one for sale and consequently levied VAT on the entire value of the contract without allowing any deduction for the service element. Otis challenged the assessment orders in the Supreme Court under Article 32 of the Constitution. Similar writ petitions were also filed by several other companies engaged in the manufacture, supply and installation of lifts/ elevators. On May 6th, 2014, the Supreme Court issued judgment, inter alia allowing the writ petitions filed by Otis, along with other batches of writ petitions filed by other elevator companies, holding that the contracts are work contracts and not contract of sale. Managing Partner Rohan Shah led the transaction. Eversheds‘ Hong Kong office has advised China Merchants Bank (Hong Kong) in respect of the acquisition financing for the merger takeover and privatisation of Nasdaq-listed ChinaEdu Corporation, a leading online educational services provider and one of the largest service providers for online degree programs in China. As part of the privatisation, ChinaEdu Corp was acquired at US$2.33 per ordinary share or US$7.00 per American Depositary Share (ADS). ChinaEdu Corp’s shareholders approved the merger takeover proposal on 18 April 2014. China Merchants Bank’s funding enabled the successful completion of the merger takeover on 23 April 2014. Partner Kingsley Ong led the transaction. J Sagar Associates has advised Financial Technologies (India) Ltd in respect of the sale of its entire shareholding in National Bulk Handling Corp Ltd (NBHC) to India Value Fund IV (IVF) for a total consideration of INR229 crores (US$38m). NBHC engages in warehousing, bulk handling, collateral management, pest management, trade facilitation, testing, audit, accreditation and valuation of agri-commodities. Partners Nitin Potdar and Rinku Ambekar led the transaction. IVF was represented by Luthra & Luthra Law Office Mumbai. Khaitan & Co has advised Quadria Investment Management Private Ltd in respect of its establishment of the India Build Out Fund-II, a trust registered with SEBI as Category II Alternative Investment Fund. The fund shall make investments predominantly in growth stage companies targeting the domestic consumption sectors. Partner Bijal Ajinkya led the transaction. Khaitan & Co has also acted as Indian counsel to Hay Group USA in respect of the acquisition of Talent Q International group. Hay Group is a global management consultancy firm with over 87 offices in 49 countries. Partner Rabindra Jhunjhunwala and Executive Director Daksha Baxi led the transaction. Latham & Watkins has advised Emirates Telecommunications Corporation (Etisalat) as guarantor and White Falcon Finance Company Ltd as borrower in respect of a €3.15 billion (US$4.38b) multicurrency loan facility which will be used to acquire Vivendi SA’s 53 percent stake in Maroc Telecom. The multicurrency facilities comprise a 12 month €2.1 billion (US$2.9b) bridge facility priced at EURIBOR plus 45 basis points for the first six months, 60 basis points for months seven through nine and 75 basis points for months 10 through 12, and a three year €1.05 billion (US$1.46b) term facility priced at EURIBOR plus 87 basis points. A group of 17 international and local banks were appointed as mandated lead arrangers, consisting of Abu Dhabi Commercial Bank PJSC, Bank of America Merrill Lynch International Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd, BNP Paribas Fortis SA/NV, Crédit Agricole Corporate and Investment Bank, Deutsche Bank Luxembourg SA, Emirates NBD PJSC, First Gulf Bank PJSC, Goldman Sachs Bank USA, HSBC Bank plc, ING Bank NV, Mizuho Bank Ltd., Morgan Stanley Senior Funding Inc, Natixis, National Bank of Abu Dhabi PJSC, The Royal Bank of Scotland plc and Sumitomo Mitsui Banking Corp. HSBC Bank plc also acted as facility agent. Partner Anthony Pallett led the transaction. Maples and Calder has acted as British Virgin Islands counsel to Poly Real Estate Finance Ltd in respect of its issue of US$500 million 5.25 percent guaranteed bonds due 2019. The bonds are now listed on the HKSE. The issuer is a subsidiary of Shanghai Stock Exchange-listed Poly Real Estate Group Co Ltd, a leading real estate company in the PRC and also the largest state-owned real estate company in the PRC. Partner Christine Chang led the transaction whilst Davis Polk & Wardwell acted as Hong Kong counsel. Linklaters acted as Hong Kong counsel to CITIC Securities and HSBC as the joint lead managers. Maples and Calder has also acted as Cayman Islands counsel to VLL International Inc in respect of its issuance of US$225 million 7.45 percent guaranteed notes due 2019. The notes will be guaranteed by Vista Land & Lifescapes Inc, the leading homebuilder in the Philippines, and listed on the SGX-ST. Partner Jenny Nip led the transaction whilst Paul Hastings acted as English counsel. Milbank, Tweed, Hadley & McCloy acted as English legal counsel to DBS Bank Ltd and The Hongkong and Shanghai Banking Corp as the joint lead managers. Mayer Brown JSM has advised Sinochem Offshore Capital Company Ltd in respect of the establishment of its US$1 billion medium term note programme guaranteed by Sinochem Hong Kong (Group) Ltd, and its initial takedown of US$500 million 3.25 percent senior notes due 2019. The investment grade notes were listed on the HKSE. The proceeds will be used for general corporate purposes. Partners Jason T Elder, Phill Smith, Henry Wang and Jason S Bazar led the transaction. Paul Hastings has represented the joint book-runners in respect of a US$340 million global depositary receipts (GDRs) offering by Korea-based Hanwha Chemical Corp, a leading global chemicals company that specializes in chemical products and materials for use in the solar power industry. The GDRs will be listed on the SGX whilst the underlying common shares will be listed on the Korea Exchange. This transaction, and the Industrial Bank of Korea’s recent US$298.4 million GDR offering on which the firm advised the joint book-runners, marks the first two international equity offerings from Korea in 2014. Capital markets partner Dong Chul Kim led the transaction. Paul Hastings is also advising Mapletree Investments Pte Ltd, a leading real estate development, investment and capital management company based in Singapore, in respect of a multi-billion dollar joint venture with Oakwood Worldwide that aims to open more than 100 new properties around the world over the next five years. Mapletree will acquire a 49 percent stake in Oakwood Asia Pacific Pte Ltd, Oakwood’s serviced apartment business in Asia, and will target acquiring and developing US$4 billion worth of corporate and serviced apartments in Asia, Europe and North America. Partners Vivian Lam and Derek Roth are leading the transaction. Shook Lin & Bok has acted for United Envirotech Ltd in respect of its acquisition, as well as the financing of the acquisition, of Memstar Pte Ltd and certain assets from Memstar Technology Ltd for S$293.4 million (US$234.8m). Partners Wong Gang, Tan Wei Shyan, Melissa Lim and Lian Shueh Min led the transaction. Slaughter and May London and Hong Kong has advised Malaysia Airports Holdings Berhad (MAHB) in respect of the exercise of its rights of first refusal in the acquisition of a 40 percent equity stake in each of İstanbul Sabiha Gökçen Uluslararası Havalimanı Yatırım Yapım ve İşletme AŞ (ISG) and LGM Havalimanı İşletmeleri Ticaret ve Turizm AŞ (LGM) from the GMR Group for a total cash consideration, after contract adjustments, of €209 million (US$290m). ISG manages operations whilst LGM establishes and manages hotels, lounges and food and beverage facilities at Sabiha Gökçen Airport, the hub of Pegasus Airlines and one of the two international airports serving Istanbul located in the Asian side of the city. Passenger traffic at the airport was 18.84 million in 2013, up from 14.87 million in 2012. The purchase was made through MAHB’s wholly-owned subsidiary Malaysia Airports MSC Sdn Bhd and takes MAHB’s shareholding in each of ISG and LGM from 20 percent to 60 percent. The transaction closed on 30 April 2013. Corporate and commercial partners Simon Hall and David Watkins led the transaction. Slaughter and May Hong Kong has also advised the agent, Bank of China (Hong Kong) Ltd, on behalf of the lenders and facility arrangers, in respect of a HK$8.8 billion (US$1.14b) syndicated loan facility for CITIC Pacific Ltd entered into on 4 April 2014. Corporate and commercial partner Lisa Chung led the transaction. Weerawong, Chinnavat & Peangpanor has represented Kaset Thai International Sugar Corp (KTIS), Thailand’s third largest sugar producer, in respect of its corporate restructuring and IPO on the Stock Exchange of Thailand (SET). The IPO comprised 957 million shares for a total offering size of β9.57 billion (US$295.78m) to construct new plants to serve the growth of global demand. Kasikorn Securities acted as financial adviser whilst KT Zmico Securities and Maybank Kim Eng Securities acted as lead underwriters. Commencement of trading on the SET was on 28 April 2014. Partner Kudun Sukhumananda led the transaction. White & Case has advised Citigroup Global Markets Inc as the sole book-runner in respect of a landmark Rule 144A/Regulation S high yield bond offering by Banglalink Digital Communications Ltd, the second largest mobile telecoms operator in Bangladesh in terms of market share. Banglalink issued US$300 million 8.625 percent senior notes due 2019. It is the first international bond offer and also the first high yield bond offer from Bangladesh. Banglalink, which provides mobile telecoms services to retail, corporate and other customer segments through prepaid and post-paid product offerings, will use the proceeds to repay existing debt and finance capital expenditures. Partners Anna-Marie Slot, Rob Mathews, Jill Concannon and Raymond Simon led the transaction. White & Case has also advised in respect of the recent high yield offering by MIE Holdings Corporation of US$500 million senior notes due 2019. Partner Anna-Marie Slot, supported by partners Maxim Telemtayev and Raymond Simon, led the transaction. WongPartnership has acted for UBS AG Singapore Branch as the sole lead manager and underwriter in respect of the private placement by Ascendas Hospitality Trust to raise proceeds. Joint managing partner Rachel Eng and partners Colin Ong, Susan Wong and Choo Ai Leen led the transaction. WongPartnership is also acting for SBI Ven Capital Pte Ltd in respect of the establishment of an early stage venture fund to make venture capital investments in the information and communications technology sector in Singapore and other countries in South Asia and South East Asia. Partners Low Kah Keong and Charlotte Sin are leading the transaction. |
Deals – 30 April 2014
Akin Gump is advising global telecoms operator VimpelCom Ltd in respect of the sale by its Egyptian-listed subsidiary Global Telecom Holding (GTH) of its 51 percent stake in Orascom Telecom Algérie (OTA or Djezzy) to Fonds National d’Investissement (FNI), the Algerian National Investment Fund, for US$2.643 billion plus dividends and proceeds, due to be distributed immediately prior to closing, of US$1.86 billion. The deal, which was signed on 18 April 2014, is anticipated to close by the end of 2014. Upon closing, the parties will settle all outstanding disputes, at which point GTH and FNI will enter into a shareholders’ agreement that will govern their relationship as shareholders in OTA going forward. GTH will maintain operational control over Djezzy, which is Algeria’s principal mobile network operator, whilst VimpelCom will continue to fully consolidate OTA. Corporate partners Dan Walsh and Sebastian Rice, with support from partners Fred Heller and Justin Williams, are leading the transaction whilst Gide Loyrette Nouel, led by partners Jean-Gabriel Flandrois and Samy Laghouati, is advising on French and Algerian laws. Shearman & Sterling is advising Fonds National d’Investissement.
Allen & Gledhill has advised CapitaLand Ltd in respect of the S$3.06 billion (US$2.44b) voluntary conditional cash offer to acquire all the shares in CapitaMalls Asia Ltd (CMA) which it does not own. CapitaLand currently owns 65.3 percent of CMA. Partners Prawiro Widjaja, Hilary Low, Christopher Ong and Daren Shiau led the transaction. Allen & Gledhill has also advised Singapore Airlines Ltd (SIA) in respect of the issue of two series of notes totalling S$500 million (US$398.2m) under its S$2 billion (US$1.6b) multicurrency medium term note programme. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the transaction. AZB & Partners is advising Tata Consultancy Services Ltd (TCS) in respect of the proposal to establish a joint venture company in Japan with Mitsubishi Corporation (MC) for providing information technology services. TCS will acquire 51 percent of the equity of an entity formed through the merger of three existing entities, namely IT Frontier Corporation, a wholly-owned subsidiary of MC; Tata Consultancy Services Japan Ltd, a wholly-owned subsidiary of MC; and Nippon TCS Solution Center Ltd. The deal was announced on 20 April 2013 and is yet to be completed. Partners Bahram Vakil and Nilanjana Singh are leading the transaction which is valued at approximately US$150 million, subject to certain adjustments. Mori Hamada is advising TCS on Japanese law. AZB & Partners is also advising Coflexip Stena Offshore (Mauritius) Ltd, a subsidiary of Technip SA, in respect of Coflexip Stena’s proposed sale of 51 percent to 75 percent of Seamec Ltd’s shares, subject to the terms and conditions of the share purchase agreement, to HAL Offshore Ltd. The deal was signed on 22 April 2014 and is yet to be completed. Partner Shameek Chaudhuri is leading the transaction which is valued at approximately US$27.5 million to US$40.3 million. Baker & McKenzie has advised Greenland Holding Group Overseas Investment Company Ltd in respect of the acquisition and development of prime waterfront land in Danga Bay in Johor, Malaysia and joint venture with Iskandar Waterfront Holdings Sdn Bhd. Established in 1992, Greenland is one of the biggest state-owned enterprises in Shanghai as well as a leading comprehensive real estate enterprise in China. Greenland has already invested in 13 cities in nine countries and has plans to invest about US$3.25 billion into development projects in Malaysia. Partners Bee Chun Boo and Munir Abdul Aziz, supported by partner Yong Hsian Siong, led the transaction. Clifford Chance has advised the owners of Silom Medical Company, Thailand’s largest pharmaceutical company, in respect of its sale to Actavis plc, a leading global specialty pharmaceutical company, for approximately US$100 million in cash. The acquisition propels Actavis into a top position in the Thai generic pharmaceutical market, with leading positions in the ophthalmic and respiratory therapeutic categories and a strong cardiovascular franchise. Silom Medical is one of Thailand’s leading generic pharmaceutical companies. Actavis is a global, integrated specialty pharmaceutical company focused on developing, manufacturing and distributing generic, brand and biosimilar products. Partner Andrew Matthews led the transaction. Colin Ng & Partners has advised Catalist-listed Equation Corp Ltd in respect of a S$6.8 million (US$5.4m) rights issue which completed on 24 April 2014. The issue was oversubscribed by approximately 200 percent of the total number of approximately 983 million rights shares available for subscription. Equation is an investment holding company of a group whose core businesses include the provision of electronic waste recycling services, energy auditing management and professional engineering consultancy services, sales and distribution of audio, video and other consumer electronic products, the supply and trading of construction materials, and the ownership and management of DiSa, a patented end-to-end security system. Partner Gregory Chan led the transaction. Colin Ng & Partners has also advised the Ocean Dial group in respect of its expansion into Asia and on obtaining the Registered Fund Management Company (RFMC) status from the Monetary Authority of Singapore recently. The Ocean Dial group is headquartered in London and its UK subsidiary is licensed by the Financial Conduct Authority. Partner Bill Jamieson led the transaction. ELP has advised the arranger/facility agent in respect of the subscription to secured non-convertible debentures issued by Wadhwa Construction & Infrastructure Private Ltd to raise funds for a township project at Taluka Panvel, District Raigad, Maharashtra. The transaction involved securing the debentures by mortgage of immoveable property of the issuer forming part of the project property, including development rights of the issuer over certain portion of the project land acquired pursuant to a joint development agreement with Valuable Properties Private Ltd (VPPL), the substantial owner of the project land, and mortgage of VPPL’s immovable property forming part of the project property. Wadhwagroup Holdings Private Ltd provided the corporate guarantee whilst VPPL acted as the co-mortgagor. Partner Jeet Sen Gupta led the transaction which closed on 28 February 2014. ELP has also advised the arranger/facility agent in respect of the subscription to the secured non-convertible debentures issued by JLS Realty Private Ltd on a private placement basis to raise funds for constructing and developing a project under Slum Rehabilitation Scheme at Village Mogra, Shankarwadi, Jogeshwari (East), Mumbai. Partner Jeet Sen Gupta also led the transaction which closed on 30 March 2014. Gibson, Dunn & Crutcher is representing a consortium led by Fajr Capital, a sovereign-backed investment firm, in respect of the acquisition of Dubai-based National Petroleum Services (NPS). The deal, which is expected to close in Q2 of 2014, is the largest announced private equity transaction in the MENA region in 2014. The GCC-based consortium, which includes Arab Petroleum Investments Corporation (APICORP) and other regional institutional investors, has agreed to acquire NPS in a transaction valued in excess of US$500 million. Some of the current NPS shareholders will remain as minority shareholders post transaction, including Abdul Aziz Al Dolaimi, who will continue as chairman of the company. NPS is a leading oilfield services provider operating in key MENA and ASEAN markets. Dubai partners Paul Harter and Hardeep Plahe led the transaction on which Simmons & Company also advised. Freshfields Bruckhaus Deringer, led by partner Pervez Akhtar, advised the sellers. Gibson, Dunn & Crutcher is also advising First Pacific Company Ltd in respect of its joint venture with Wilmar International Ltd and the proposed acquisition by the JV of all the issued equity in Goodman Fielder Ltd by way of a scheme of arrangement. Under the proposal, the total consideration payable by the JV for 100 percent of Goodman Fielder’s current issued share capital would be approximately US$1.2 billion. Goodman Fielder is Australasia’s leading listed food company. First Pacific and Wilmar are leading operators and investors in the global food industry with a long track record of investing in Australia and New Zealand. Wilmar is currently a significant investor in Goodman Fielder, holding a 10.1 percent stake in the company. Partner Graham Winter is leading the transaction. Herbert Smith Freehills has advised Thailand state-owned PTT Exploration and Production Public Company Ltd (PTTEP) in respect of its US$1 billion acquisition of oil and gas assets in Thailand from New York-based Hess Corporation. The transaction sees PTTEP acquiring 100 percent of the shares in Hess Thailand Holdings II Ltd (HTH), which in turn owns Hess (Thailand) Ltd (HTL) and 100 percent of the shares in Hess Exploration (Thailand) Co Ltd (HETCL). The acquisition, which was paid for in cash, gives PTTEP a further 15 percent stake in an offshore natural gas project in the Gulf of Thailand and a further 35 percent stake in an onshore gas field northeast of the country. Moreover, the deal sees PTTEP taking over operatorship of the onshore gas field. The acquisition of HTH closed on 22 April 2014 while the acquisition of HETCL is expected to close in May. Seoul managing partner Lewis McDonald led the transaction whilst Walkers advised on Caymans law. Hess Corp was advised by Freshfields Bruckhaus Deringer whilst Maples and Calder advised on Caymans law and Weerawong, Chinnavat & Peangpanor advised on Thailand law. J Sagar Associates has advised the initial subscribers, composed of Barclays Bank PLC, BNP Paribas Securities Corp, JP Morgan Securities plc, Merrill Lynch, Pierce, Fenner & Smith Inc, SBICAP (Singapore) Ltd, Standard Chartered Bank and UBS AG Singapore Branch, in respect of the issuance by State Bank of India, acting through its London Branch, of US$750 million 3.622 percent notes due 2019 and US$500 million 4.875 percent notes due 2024. Partners Dina Wadia and Uttara Kolhatkar led the transaction. Khaitan & Co has acted as Indian counsel to Exal Corporation in respect of the complete buy-out of Mankind Pharma Ltd’s stake in Casablanca Industries Private Ltd and subscription of shares of Casablanca by Exal India BV, a subsidiary of Exal Corp and Indicans India BV, for approximately US$9.5 million. Pursuant to the transaction, Exal India BV owns 20 percent interest in Casablanca. Exal Corp, one of the largest manufacturers of impact extruded aluminium containers in the world, is wholly-owned by Ontario Teachers’ Pension Plan. Partner Bharat Anand led the transaction. Khaitan & Co has also advised in respect of India Infoline Housing Finance Ltd’s approximately US$33.40 million IPO of unsecured subordinate redeemable non-convertible debentures. Executive Director Sudhir Bassi led the transaction. Luthra & Luthra has advised ICICI Bank Ltd as lender in respect of the novation and restructuring of its existing rupee financial assistance of INR800 million (US$13.2m) to Educomp Solutions Ltd. Partner Piyush Mishra led the complex novation transaction with cross security and guarantee structure. Luthra & Luthra has also advised Lighthouse Funds in respect of its acquisition, through its special purpose vehicle India 2020 Maharaja Ltd, of a 12.5 percent stake in Bikaji Foods International Ltd, an India-based maker of snacks, for INR900 million (US$15m). The deal values Bikaji Foods at an estimated INR7.2 billion (US$119.4m). The funds will go towards growing Bikaji Foods’ manufacturing operations, distribution services and foraying the company into the ready-to-eat business segment. This transaction is Bikaji Foods’ maiden fund-raise from a private equity player. Partner Amit Shetye led the transaction. Maples and Calder has acted as Cayman Islands counsel to health and beauty retailer AS Watson in respect of its sale of a 24 percent stake to Temasek Holdings Pte Ltd in a deal with an estimated value of US$5.7 billion. Partners Greg Knowles and Gareth Griffiths led the transaction whilst Freshfields acted as Hong Kong counsel. Clifford Chance acted as Singapore counsel to Temasek. Maples and Calder has also acted as Cayman Islands counsel to Weibo Corporation in respect of its IPO of 19.32 million American depositary shares, taking into account the sale of 2.52 million ADSs to cover over-allotments, with each ADS representing one Class A ordinary share of the company. The offering, which closed on 23 April 2014, raised approximately US$328 million, including the exercise of the greenshoe. The ADSs were listed on the NASDAQ Global Select Market. Weibo is a leading social media platform for people to create, distribute and discover Chinese-language content. SINA and Alibaba have remained as major shareholders of Weibo after the completion of the offering. Goldman Sachs (Asia) LLC and Credit Suisse Securities (USA) LLC acted as joint book-runners. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Shearman & Sterling advised the underwriters. Minter Ellison has advised Guosen Securities (Overseas) Company Ltd, a wholly-owned subsidiary of Guosen Securities Co Ltd, in respect of its issuance of RMB1.2 billion (US$191.7m) 6.4 percent bonds due 2017. The bonds were listed on the HKSE on 25 April 2014. Guosen Securities is a leading Chinese state-owned financial services company headquartered in Shenzhen, China. It provides sales and trading, investment banking, research, asset management, private equity and other financial services with both institutional and retail clients in China and Hong Kong. Guotai Junan Securities (Hong Kong) Ltd, Morgan Stanley, Wing Lung Bank Ltd and BOC International were the joint book-runners and joint lead managers on the issue. Partner Barbara Mok led the transaction. Norton Rose Fulbright has advised a syndicate of lenders in respect of a limited recourse financing to PT Hoegh LNG Lampung to finance the construction of one LNG Floating Storage and Regasification Unit (FSRU) under construction in Korea and the procurement of a tower yoke mooring system. The FSRU was already delivered to PT Hoegh LNG Lampung and is en route to Indonesia where she will be employed offshore south Sumatra under time charter to PT PGN LNG Indonesia, a subsidiary of PT Perusahaan Gas Negara (Persero) Tbk, for an initial period of 20 years. The syndicate of lenders was co-arranged by The Bank of Tokyo-Mitsubishi UFJ Ltd, DBS Bank Ltd, Korea Development Bank, Oversea-Chinese Banking Corp and Standard Chartered Bank Ltd. The financing consists of a US$299 million commercial and ECA-backed loan facilities and a US$10.7 million standby letter of credit facility to PT Hoegh LNG Lampung. K-sure provided ECA support. Partners Gervais Green and Robert Driver led the transaction whilst the firm’s affiliate office in Jakarta, led by partner Tasdikiah Siregar, advised on Indonesian law. Baker Botts in London and Hong Kong advised PT Hoegh LNG Lampung. O’Melveny & Myers has represented 1Verge Holdings Ltd in respect of Alibaba Group’s US$1.22 billion investment in NYSE-listed Youku Tudou Inc, China’s leading internet television company. 1Verge Holdings, which is jointly owned by Youku Tudou chairman and CEO Victor Koo and funds managed by Chengwei Evergreen Management, is the largest corporate shareholder in Youku Tudou. Partners Paul Scrivano and Steven Tonsfeldt led the transaction. Paul Hastings has represented the joint book-runners in respect of a US$298.4 million global depositary receipts (GDRs) offering by the Industrial Bank of Korea, a government-controlled bank that focuses on financings to small- and medium-sized enterprises in Korea. The GDRs were listed on the Luxembourg Stock Exchange and the underlying common shares were listed on the Korea Exchange. Partner Dong Chul Kim led the transaction which was the first GDR offering from Korea in 2014. Rajah & Tann is advising a syndicate of 12 banks, comprising of Bank of America NA, The Bank of Tokyo-Mitsubishi UFJ Ltd, Citibank NA Singapore Branch, Credit Agricole Corporate and Investment Bank Singapore Branch, Deutsche Bank AG Singapore Branch, DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd Singapore Branch, Mizuho Bank Ltd, Oversea-Chinese Banking Corp Ltd, Standard Chartered Bank, Sumitomo Mitsui Banking Corp Singapore Branch and United Overseas Bank Ltd, in respect of the S$2.1 billion (US$1.67b) syndicated revolving credit facility to finance SingTel Group Treasury Pte Ltd’s general corporate purposes and to refinance its existing facilities. The facility is secured by a corporate guarantee granted by Singapore Telecommunications Ltd. Partner Angela Lim is leading the transaction which was announced on 22 April 2014 and is yet to be completed. Rajah & Tann has also advised SGX-ST-listed Gallant Venture Ltd in respect of its first issue of notes under its US$500 million euro medium term note programme. The S$175 million (US$139.36m) 5.95 percent notes due 2016 were issued on 21 April 2014. Gallant Venture is an investment holding company headquartered in Singapore with businesses in Singapore, Indonesia and the People’s Republic of China. The group has operations in five key areas of automotive, utilities, industrial parks, resort operations and property development. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction. DBS Bank Ltd, the sole lead manager and book-runner, was advised by Linklaters Singapore as to English law. Shook Lin & Bok is acting for HSBC Institutional Trust Services (Singapore) Ltd as trustee of Frasers Centrepoint Trust in respect of the proposed acquisition of Changi City Point, a suburban retail mall, from Ascendas Frasers Pte Ltd for S$305 million (US$242.56m). Partners Tan Woon Hum and Andrea Ng are leading the transaction. Sidley Austin has advised The Hartford in respect of its US$895 million sale of its Japanese annuity subsidiary. The Hartford announced on 29 April 2014 that it has entered into a definitive agreement with ORIX Life Insurance Corp to sell 100 percent of the outstanding shares of Hartford Life Insurance KK (HLIKK), The Hartford’s wholly-owned Japanese annuity subsidiary. Concurrent with closing, all reinsurance agreements between HLIKK and The Hartford’s US life insurance subsidiaries will terminate, except an agreement covering about US$1.1 billion of fixed payout annuity reserves. The transaction is expected to be approved by the Japanese Financial Services Agency and, subject to other customary closing conditions, to close in July 2014. The final purchase price and associated financial impacts and capital benefit are subject to adjustment. WongPartnership has acted for the syndicate of lenders in respect of the S$800 million (US$637m) syndicated financing to Suntec Real Estate Investment Trust (Suntec REIT) to refinance an outstanding loan facility due in 2014 and 2015. The syndicate of lenders comprised Bank of China Ltd Singapore Branch, Citibank NA Singapore Branch, DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd, Malayan Banking Berhad Singapore Branch, Oversea-Chinese Banking Corp, Standard Chartered Bank and Sumitomo Mitsui Banking Corp Singapore Branch. Partner Christy Lim led the transaction. WongPartnership has also acted for DHL Supply Chain Singapore Pte Ltd, part of the Deutsche Post DHL, in respect of the development and lease of a built-to-suit warehouse, which includes a three-storey ramp-up warehouse with a four-storey ancillary office and a two-storey ramp-up warehouse, located at Greenwich Drive, Tampines LogisPark, Singapore. Partners Tan Teck Howe and Kua Lay Theng led the transaction. |