Allen & Gledhill is advising Pramerica Real Estate Investors (PREI), the real estate investment management unit of Prudential Financial Inc, in respect of the completion of the transfer and consolidation of 11 retail malls in Singapore and Malaysia with a total value of about S$3 billion (US$2.36m) from three closed-end property funds into a new open-end real estate fund. Partners Penny Goh, Tan Boon Wah and Danny Tan are leading the transaction.

Allens Arthur Robinson is advising domestic insurance intermediary iSelect Ltd in respect of its first acquisition in the Australian market. Under the deal which was declared unconditional on 13 October 2011, iSelect will acquire finance comparison site InfoChoice Ltd. The acquisition, which is structured as a takeover bid, is being funded via a A$35 million (US$35.7m) loan facility arranged by Goldman Sachs & Partners Australia Capital Markets Ltd and is scheduled to close on 31 October 2011. Partner Mark Malinas is leading the transaction. Dibbs Barker acted for Infochoice Ltd whilst Allen & Overy acted for Goldman Sachs.

Amarchand & Mangaldas has acted for a consortium of 33 lenders represented by ICICI Bank (as the lead lender and the monitoring institution) in respect of the corporate debt restructuring of Spandana Sphoorty Financial Ltd, the second largest microfinance institution in India. The transaction involved debt restructuring in the region of INR2300 crores (US$467m) by way of extension in repayment of debt, conversion of a part of debt into optionally convertible cumulative redeemable preference shares and a grant of an additional working capital facility. The agreement and the other documents were signed on 24 September 2011 and the restructuring was implemented by 29 September 2011. Partner S H Bhojani led the transaction.

Amarchand & Mangaldas has also advised HCC Concessions Ltd (HCON) and Hindustan Construction Company Ltd (HCC) in respect of the private equity investment by The Xander Group Inc into HCON to acquire approximately 14.5 per cent stake in HCON for a total consideration of INR240 crores (US$48.7m). HCON is a 100 per cent subsidiary of HCC and the parent company for the entire roads concession business of HCC. Partners Santosh Janakiram and Ravindra Bandhakavi led the transaction which was signed on 9 August 2011 and closed on 29 September 2011. Xander Group was advised by AZB Partners.

AZB & Partners has advised Matrix Partners India I LLC in respect of its acquisition of convertible redeemable preference shares and of ordinary shares totalling to 35 per cent of the share capital of U2opia Mobile Pte Ltd. Partner Abhijit Joshi led the transaction which was signed on 8 September 2011 and was completed on 15 September 2011.

AZB & Partners has also advised UTV Software Communications Ltd (UTV) in respect of its purchase of 30 per cent stake of the management and employee shareholders of Indiagames. The deal was signed on 7 October 2011 and is yet to be completed. The transaction, when completed, will entail UTV increasing its stake in Indiagames from 56 per cent to 86.02 per cent on a fully diluted basis. Partner Shuva Mandal led the transaction which is valued at approximately US$19.2 million.

Clifford Chance has advised MacLean Group in respect of its purchase of the business and operations of ASX-listed Dulhunty Power International Ltd. The US-based MacLean Group manufactures products for electric utility and devices for the transmission and distribution of power. Dulhunty Power manufactures and supplies electricity transmission and distribution products and has manufacturing plants in Australia, China, Malaysia and Thailand and sales offices in the United States and New Zealand. Partner Lance Sacks led the transaction.

Debevoise & Plimpton is advising Mitsui & Co Ltd in respect of a financing agreement with Corporación Nacional del Cobre de Chile (CODELCO) in which Mitsui or its subsidiary would extend a short-term bridge loan up to US$6.75 billion to a wholly-owned subsidiary of CODELCO. Proceeds will be used to finance CODELCO’s potential acquisition of up to a 49 per cent interest in Anglo American Sur SA*1 (Anglo Sur), a wholly-owned subsidiary of Anglo American plc. The parties also entered into an agreement which provides the borrower with the right to settle part of such bridge loan with an indirect 50 per cent interest in the Anglo Sur equity acquired by CODELCO. Partner Maurizio Levi-Minzi led the transaction.

Drew & Napier has acted as Singapore law counsel to IEV Holdings Ltd (IEV) in respect of its IPO of 37 million shares by way of placement on the sponsor-supervised listing platform of the SGX-ST. IEV is a Singapore incorporated company which operates primarily through its operating subsidiaries in Malaysia, Indonesia and Vietnam. IEV offers a range of integrated engineering solutions to support the offshore oil and gas industry. The IPO is anticipated to raise S$11 million (US$8.7m), subject to market conditions. Trading of the IEV shares will commence on 25 October 2011. Director Marcus Chow led the transaction.

Khaitan & Co advised Hitachi Ltd Japan and Hitachi India Private Limited in relation to the joint venture with SFO technologies for providing system engineering and system integration for information control system of social infrastructure and industrial systems. Partners Vaishali Sharma and Zakir Merchant led the transaction.

Khaitan & Co advised Wockhardt Limited on the issue of infringement of its trade mark “PROTINEX” sold under the trade mark “PROTEIN-X” by Mr Rajnandan Prasad of Gleco India Ayurvedic Pharmaceuticals. Khaitan & Co obtained an injunction from the District Court at Alipore, Kolkata, West Bengal restraining Mr Rajnandan Prasad of Gleco India Ayurvedic Pharmaceuticals from infringing Wockhardt’s trade mark “PROTINEX” by manufacturing and selling its product under the mark “PROTEIN-X” and from using and utilising the mark “PROTEIN-X” in its product until 11 November 2011. Wockhardt Limited is one of India’s leading pharmaceutical and biotechnology companies. Partner R. N. Jhunjhunwala led the transaction.

Kim & Chang has represented Goldman Sachs Asia Special Situations Group in respect of the acquisition of common shares of Seoul Optodevice Co Ltd (SOC) representing a 5.21 per cent stake in the company for an aggregate purchase price of KRW24.9 billion (US$22m). SOC, along with its parent company Seoul Semiconductor Co Ltd, is one of the largest manufacturers of semiconductor-related products in Korea. BY Ahn, CS Lieu and HS Shin led the transaction which was completed on 10 October 2011.

Mallesons Stephen Jaques has advised Super Retail Group in respect of its recently announced A$610 million (US$623.7m) acquisition of Rebel Group Ltd (owner of the Rebel Sport and A-Mart All Sports) from private equity group Archer Capital. The firm also advised Super Retail in respect of its A$334 million (US$341.6m) pro-rata accelerated renounceable tradeable entitlement offer, the proceeds of which will be used to partially fund the acquisition. Partner John Humphrey led the transaction. Partner Andrew Pike of Freehills acted for Archer Capital whilst partner Stuart Byrne of Clayton Utz acted for Macquarie and RBS, the joint underwriters.

Shook Lin & Bok’s Singapore office has acted as Singapore counsel to the Bank of New York Mellon in respect of the issuance by PT Karyadibya Mahardhika, a company involved in the tobacco industry in Indonesia, of US$60 million premium redemption unsecured loan notes. Partner Gwendolyn Gn led the transaction.

WongPartnership is acting for PPL Shipyard Pte Ltd (PPLS) in respect of a shareholders dispute between Sembcorp Marine Ltd and PPL Holdings over a joint venture they entered into, in respect of the rig design and building business of PPLS. Partner Alvin Yeo is leading the transaction.

WongPartnership has acted for CIMB Bank Berhad, Credit Suisse AG, Standard Chartered Bank and UBS AG, as mandated lead arrangers, in respect of S$200 million (US$157.7m) facilities to Lippo Malls Indonesia Retail Trust, a Singapore-based real estate investment trust, for the financing of the acquisition of properties and assets in Indonesia. Partner Christy Lim led the transaction.

Allen & Gledhill has also acted as Singapore counsel for LMIRT Management Ltd, as manager of LMIR Trust, in respect of its acquisition of Pluit Village and Plaza Medan Fair, retail malls located in Indonesia, for approximately S$380.5 million (US$298m). A one-for-one renounceable rights issue to raise proceeds of approximately S$336.8 million (US$264m) will be used to part finance the acquisitions. Partners Jerry Koh, Chua Bor Jern and Teh Hoe Yue led the transaction.

Allens Arthur Robinson is advising the senior syndicate and mezzanine financiers in respect of the financing of Queensland’s first user-funded coal terminal, the Wiggins Island Coal Export Terminal (WICET). The first stage of the development, located in Gladstone and due for completion in 2014, is expected to facilitate the export of about 27 million tonnes of coal per annum. The financing for WICET Stage 1 is Australia’s largest greenfields project financing for 2011. The deal, which was signed on 9 September 2011 and closed on 30 September 2011, includes US$2.4 billion for construction and $600 million (made up of Australian and US dollars) for performance guarantees, working capital and contingencies. Commonwealth Bank of Australia is acting as the senior agent for a syndicate of 20 domestic and international banks, who are providing senior debt on the deal, and as the mezzanine agent for a consortium of 13 mezzanine financiers. Partner Phillip Cornwell leads the transaction. Blake Dawson advised WICET.

Allens Arthur Robinson has advised the world’s largest contract miner, Leighton Holdings Ltd and its wholly-owned subsidiary Leighton Contractors in respect of the sale of its HWE Iron Ore entities and assets to BHP Billiton in Western Australia. The sale of Leighton’s Pilbara-based mining contracting businesses collectively account for about 70 per cent of BHP Billiton’s iron ore mining in WA, and represent about A$1.1 billion (US$1.12b) of annual revenue and A$1.4 billion (US$1.43b) worth of work in hand for Leighton. The sale was signed and completed on 30 September 2011 and valued at approximately A$705 million (US$720m). Partner Andrew Finch led the transaction. Mallesons Stephen Jaques acted for BHP Billiton.

AZB & Partners has advised UFO Moviez India Ltd in respect of its acquisition of approximately 26 per cent of Scrabble Entertainment Private Ltd’s equity shares from Walk Water Media Pvt Ltd and others. Partner Alka Nalavadi led the transaction which is expected to be completed on 15 October 2011.

Clifford Chance has advised China Hanking Holdings Ltd on the Hong Kong and US law aspects in respect of its US$148 million listing on the HKSE. China Hanking is a major Mainland iron ore miner and producer with operations in sale of iron ore concentrates. Partner Tim Wang led the transaction.

Clifford Chance has advised the mandated lead arrangers and book-runners (composed of BBVA, Banc of America, Barclays, Citi, JP Morgan, Mizuho, Morgan Stanley, Santander, The Bank of Tokyo-Mitsubishi and RBS) in respect of the US$12.5 billion acquisition facility for SABMiller plc’s takeover bid for Foster’s Group Ltd. Foster’s board has recommended a bid by SABMiller, the world’s second largest brewer, which values Foster’s at A$12.3 billion (US$12.5b). The firm’s advisory team comprised partners Geeta Khehar, Scott Bache, Jason Mendens, Danny Simmons and Jay Gavigan. Allens Arthur Robinson acted on behalf of Foster’s.

J Sagar Associates has advised Fomento (Karnataka) Mining Company Private Ltd (Fomento) in respect of signing of agreements for its proposed acquisition by way of slump sale of the Redi division business of Tata Metaliks Ltd (TML), a company listed on the BSE and engaged in manufacturing and selling pig iron. The deal size was INR180 crores (US$36.8m) plus working capital at closing. Fomento had earlier been declared the successful bidder pursuant to the bidding process conducted by TML. Partner Shiraj Salelkar led the transaction. Argus Partners, led by partner Ramya Hariharan, advised Tata Metaliks Ltd.

Latham & Watkins has acted as US counsel for CITIC Securities Company Ltd, China’s leading investment bank listed in Shanghai’s stock exchange, in respect of its IPO of 995.3 million H shares listed on the HKSE, including its international offering (144A/Reg S) of approximately 945.5 million H shares and Hong Kong offering of approximately 49.8 million H shares. CITIC Securities Corporate Finance (HK) Ltd was the sole global coordinator of the offering, with a number of underwriters involved, including CCB International, ICBC International, BOCI Asia, ABCI Securities, BOCOM International, BofA Merrill Lynch, Morgan Stanley, HSBC, CLSA and Crédit Agricole. The transaction closed on 6 October 2011 and raised approximately HK$13.2 billion (US$1.7b) gross proceeds. The transaction represents one of the largest Hong Kong IPOs in 2011. Partners Eugene Lee, Cathy Yeung, Michael Liu, Cynthia Rotell and Samuel Weiner led the transaction. Baker & McKenzie, led by partners PH Chik and Rossana Chu, acted as Hong Kong law counsel whilst Jiayuan Law Firm advised on PRC law. The underwriters were advised by Freshfields on HK and US law and by King & Wood on PRC law.

Mallesons Stephen Jaques has advised the Northern Territory Government in respect of the first correctional services public private partnership in the Northern Territory. The deal represents the second social infrastructure PPP delivered in the Territory. Under the PPP, the private sector will finance, build and service a correctional centre, secure mental health and behavioural management facility, and a supported accommodation and program centre for community-based offenders. The capital cost value of the project is A$495 million (US$504m) with a 30 year concession period. The project achieved financial close within nine weeks of the appointment of the preferred bidder. Early construction works have commenced with the facilities scheduled for completion in 2014. Partner Mark Upfold led the transaction.

Mallesons Stephen Jaques has also acted for the APA Group and AGL Energy Ltd consortium in respect of the development of the 242MW gas-fired Diamantina power station at Mount Isa, Queensland. The total capital expenditure for the Diamantina power station development is anticipated to be approximately A$500 million (US$508.8m) before project financing costs, which is expected to be funded by implementing a Ltd-recourse project financing and equity contributions by AGL and APA. The firm is also advising the consortium on its project financing arrangements. Partner Craig Rogers, supported by partners Dominic Bortoluzzi, David Bell and Matthew Austin, led the transaction.

Norton Rose (Asia) has advised The Saratoga Group (Saratoga) in respect of its proposed investment, together with Tiger Airways Holdings Ltd (Tiger Airways), in PT Mandala Airlines (Mandala). Saratoga, with a 51 per cent stake, and Tiger Airways, with a 33 per cent stake, will enter as financial investor and strategic investor, respectively, with the remaining 16 per cent held by the previous shareholders and creditors of Mandala. The conditional purchase agreement and other documentation were signed on 23 September 2011. The transaction is subject to various regulatory approvals and is expected to close in approximately 90 days. Partner Adam Summerly led the transaction. WongPartnership is advising Tiger Airways whilst NSMP, HPRP and ABNR are Indonesian counsel advising Mandala, Tiger and Saratoga, respectively.

Paul Hastings has advised Hitachi Construction Machinery Co Ltd (Hitachi Construction), a leader in the construction machinery industry, in respect of its joint venture with Deere & Company (Deere) to launch an excavator manufacturing and distribution business in Brazil. With a total investment value of US$90 million, the JV to be located outside of Sao Paulo will manufacture Hitachi-engineered excavators for distribution in Brazil. This marks the extension of an important North American partnership between Hitachi Construction and Deere. Partners Kaoruhiko Suzuki, John Porter and Nancy Iredale led the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison has advised Shaw Kwei & Partners Ltd (SKP) in respect of the proposed acquisition of electronics manufacturer and precision engineering services provider Beyonics Technology Ltd (Beyonics) by Channelview Investment Ltd (Channelview), a BVI incorporated special purpose company indirectly owned by SKP. The proposed acquisition will be effected by scheme of arrangement under section 210 of the Companies Act, Chapter 50 of Singapore. Upon completion of the scheme, Beyonics will become a wholly-owned subsidiary of Channelview and will be de-listed from the SGX. Partner Jeanette Chan led the transaction.

Shook Lin & Bok’s Singapore office has acted for XinRen Aluminum Holdings Ltd, through its wholly owned subsidiary, Jiangyin Xinren Technology Co Ltd, in respect of its acquisition of 100 per cent of the equity interest in both Guizhou Liupanshui Shuangyuan Aluminum Co Ltd and Yichang Changjiang Aluminum Co Ltd, for a total consideration of RMB442.4 million (US$69.3m). Partners Wong Gang and Tan Wei Shyan advised on the transaction.

Skadden is representing Miraca Holdings Inc (Miraca), Japan’s largest clinical diagnostics and laboratory services provider, in respect of its approximately US$725 million acquisition of the anatomic pathology business of Caris Life Sciences Inc (Caris), a premier provider of anatomical pathology services in the United States. The molecular profiling and circulating microvesicle technology subsidiaries of Caris are to be retained by current shareholders and spun off immediately prior to the proposed merger with Miraca. This is the first-ever acquisition by a Japanese company of a US clinical laboratory testing business, as well as Miraca’s largest acquisition to date. The deal is scheduled to be closed toward the end of this year. The firm is also advising Miraca in respect of its approximately US$600 million debt financing from three Japanese mega banks in connection with the Caris acquisition. Partners Hiro Kamiya and Mike Mies are leading the transaction.

Vinson & Elkins has represented Sinopec International Petroleum Exploration and Production Corporation (SIPC) in respect of an agreement to acquire Daylight Energy Ltd for approximately C$3 billion (US$2.94b). SIPC offered C$10.08 (US$9.90) per common share in cash. Under the agreement, approximately US$261 million of debentures will be either converted and paid or redeemed in the transaction. SIPC is a wholly owned subsidiary of Sinopec Group, China’s largest producer and supplier of oil products and major petrochemical products. The deal is expected to close on December 2011. Partners David Blumental and Jay Kolb led the deal, working closely with Canadian co-counsel at Bennett Jones’ Calgary office.

Wong & Partners, the Malaysian member firm of Baker & McKenzie
International, acted as legal counsel to Abu Dhabi-based investment company Aabar Investments PJS in respect of its RM5.9 billion (US$3.04b) acquisition from Abu Dhabi Commercial Bank PJSC of a 24.9 per cent stake in RHB Capital Berhad, the public listed holding company of the RHB Banking Group. The deal ranks in the top three largest M&A deals in Malaysia year-to-date. Partner Brian Chia, assisted by partner Munir Aziz, led the transaction which was signed on June 2011.

WongPartnership has acted for Softbank Corp in respect of its purchase of ordinary and preference shares in InMobi Pte Ltd of global mobile ad network InMobi Group for an aggregate sum of US$200 million. Partners Lim Hon Yi, Elaine Chan, Ameera Ashraf, Lam Chung Nian and Jeffrey Lim acted on the matter. Allen & Gledhill, led by partners Tan Su May, Tham Kok Leong and Daena Goh, acted as Singapore counsel for InMobi Pte Ltd.

WongPartnership has acted for Standard Chartered Bank, as mandated lead arranger, in respect of the (i) S$120 million (US$94m) financing relating to SUNTEC Real Estate Investment Trust’s (Suntec REIT) acquisition of a 51 per cent interest in Harmony Partners Investment Ltd. With the acquisition, Suntec REIT now holds an aggregate effective interest of 60.8 per cent in Suntec Singapore International Convention & Exhibition Centre (SSICEC), a world-class business venue located next to the Central Business District of Singapore; and (ii) restructuring of the secured facilities to Harmony Convention Holding Pte Ltd (now 60.8 per cent owned by Suntec REIT), which facilities were earlier obtained to part finance the acquisition of SSICEC). Partners Christy Anne Lim and Carol Anne Tan acted on the matters.

Allen & Gledhill has acted as Singapore counsel for StarHub Ltd in respect of its issue of a S$1 billion (US$771.8m) multicurrency medium term note programme, under which StarHub may issue notes. Australia and New Zealand Banking Group Ltd and DBS Bank Ltd have been appointed as the arrangers of the programme. Partners Tan Tze Gay and Glenn Foo led the transaction.

AZB & Partners has advised Muthoot Finance Ltd in respect of its public issue of secured non-convertible debentures aggregating to approximately INR6.93 billion (US$141m). ICICI Securities Ltd, HDFC Bank Ltd, JM Financial Consultants Private Ltd, Kotak Mahindra Capital Company Ltd and Yes Bank Ltd were lead managers on the issue whilst Karvy Investor Services Ltd and RR Investors Capital Services (P) Ltd were the co-lead managers. Partner Srinath Dasari led the transaction.

Cleary Gottlieb Steen & Hamilton is representing China’s Sichuan Hongda Group (SHG) in respect of its joint venture with Tanzania’s National Development Corporation (NDC) to implement an integrated coal mine and power plant project and an integrated iron ore mine and steel mill project in Tanzania. The two projects, representing a total investment of up to US$3 billion, are the largest investment ventures in East Africa. SHG will hold an 80 per cent interest in the JV company whilst NDC, the statutory corporation established to implement projects on behalf of the Government of the United Republic of Tanzania, will hold 20 per cent. The JV agreement and other transaction documents were signed on 21 September 2011. Completion of the transaction is subject to various conditions, including approvals from the PRC and Tanzanian governments. Director Li Li and partner Mike Preston led the transaction.

FoxMandal Little has advised UK based Lebara Group’s Indian affiliate LBR Hotels and Hospitality Services Private Ltd in respect of its acquisition of a Chennai based hotel located on the Old Mahabalipuram Road in the south of Chennai. The hotel was owned by RAS Adyar Hotel Ltd, which is promoted by former Supreme Court Justice V Ramaswami’s family. Once the construction is complete, the hotel will be a 190 key hotel operated under the Gateway brand of Taj Hotels. Partner Jeevanandham Rajagopal led the transaction.

J Sagar Associates has advised Nexus Venture Partners (Nexus) in respect of its Series B investment in Druva Software Private Ltd (Druva), which had earlier received investments from other investors. The transaction required coordination and negotiation with existing investors, as well as securing the existing rights of the promoters. Partner Sidharth Shankar led the transaction which also involved critical input and assistance from K&S Partners on the IP front.

Khaitan & Co has advised Exide Industries Ltd in respect of a complaint filed by the Integral Coach Factory, Chennai before the MRTP Commission which was later, upon repeal of the MRTP Act, transferred to the Competition Commission of India (CCI). The main allegation against Exide Industries Ltd and others was cartelisation and bid rigging in supply of railway batteries. The CCI sought investigation into the matter when the CCI Director General found that there was no violation of the Competition Act. On receipt of the investigation report, CCI also found that there was no cartelisation by the parties. Partner Manas Kumar Chaudhuri represented the client.

Khaitan & Co has advised DBS Bank Ltd Singapore in respect of a US$7 million ECB facility provided to Apeejay Surrendra Corporate Services Ltd for financing of its capital expenditure requirements. DBS is a leading financial services group in Asia, with over 200 branches across 15 markets. Headquartered and listed in Singapore, DBS is a market leader in Singapore with over four million customers and also has a growing presence in Greater China, Southeast Asia and South Asia. Partner Devidas Banerji acted on the transaction.

Mayer Brown JSM has advised The Children’s Investment Master Fund (TCI) in respect of an agreement to sell its shareholding of Chinese Future Corporation (CFC) to Moscan Developments Ltd (Moscan), a wholly-owned subsidiary of NWS Holdings, for US$280 million. The transaction followed a previous purchase by Moscan which was completed in July. Upon completion of the deal, CFC will become a subsidiary of NWS. CFC owns a 95 per cent indirect equity interest in the Hangzhou Ring Road (HZRR), one of the longest and busiest expressways in the Yangtze River Delta region. The deal gives NWS a majority stake of approximately 58.66 per cent of HZRR. Partner Jeremy Cunningham led the transaction.

Minter Ellison has acted as Australian counsel to GVK Group, India’s leading infrastructure developer, in respect of its acquisition of up to 79 per cent of Hancock Group’s Alpha and Alpha West coal projects and 100 per cent of Hancock Group’s Kevin’s Corner coal project and the associated rail and port development projects in Queensland’s Galilee Basin. The US$1.26 billion transaction is structured as a share acquisition, with the consideration to be paid in a phased manner. Partners Sam MacGibbon, Paul Wentworth and Allison Warburton comprised the firm’s advisory team whilst Amarchand & Mangaldas & Suresh A Shroff & Co, led by L Viswanathan, acted as Indian legal counsel. Clifford Chance advised Hancock.

Minter Ellison is acting for Australian-based minerals exploration and development company Ivanhoe Australia in respect of its equity capital raising to raise approximately A$180 million (US$176.5m). The institutional placement component has been successfully completed and will raise around A$88 million (US$85.8m) from the issue of about 63 million new shares. Ivanhoe Australia expects to raise a further A$92.6 million (US$90.3m) through the issue of over 66 million shares to its largest shareholder, Canadian-listed Ivanhoe Mines Ltd, subject to the approval of Ivanhoe Australia’s shareholders and FIRB. Ashley Dayman led the transaction. Freehills acted for the underwriters.

Mori Hamada & Matsumoto has advised Japan-based textiles and automobile brake company Nisshinbo Holdings Inc in respect of its acquisition of 100 per cent of the shares in Germany-based brake pad manufacturer TMD Friction. The transaction was announced on 26 September 2011. Nisshinbo Holdings said it would spend €440 million (US$46.2b) to acquire 3.1 million shares in TMD Friction at the end of November. Grand Cayman-based private equity fund Pamplona Capital Partners II currently holds an 86.96 per cent stake in TMD Friction. The deal will be completed once anti-trust approvals have been obtained from the relevant authorities in Germany, Poland, Turkey, Brazil and others. Partners Kenji Ito, Atsushi Oishi and Yo Uraoka led the transaction.

Norton Rose (Middle East) has advised the Ministry of Finance, Bahrain in respect of all aspects of the financial close of Bahrain’s first wastewater treatment PPP project. The project, which has now reached financial close, has a projected capital expenditure of US$250 million and includes the operation of the plant for a 27 year period. It is the first wastewater treatment plant procured by the Government of Bahrain on a PPP basis and the first procured by the Ministry of Works. Partner Joanne Emerson Taqi led the transaction.

Rajah & Tann has advised Centurion Corporation Ltd (formerly known as SM Summit Holdings Ltd) (Listco) in respect of its acquisition of all the issued and paid up share capital in Centurion Dormitory (Westlite) Pte Ltd and a 45 per cent interest in Lian Beng-Centurion (Mandai) Pte Ltd from, inter alia, Centurion Properties Pte Ltd at an aggregate consideration of the issue and allotment of approximately 949.7 million new shares in Listco. Following the completion of the acquisitions, Centurion Properties Pte Ltd has become the controlling shareholder of Listco. A compliance placement will be carried out to comply with the public float requirements of the listing manual of the SGX-ST. Partner Howard Cheam Heng Haw led the transaction which was valued at approximately S$95 million (US$73.3m).

Rajah & Tann has advised HSBC Institutional Trust Services (Singapore) Ltd, in its capacity as trustee of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust, in respect of its S$39.8 million acquisition of a six-storey warehouse located at 2 Toh Tuck Link, Singapore 596225. On completion of the acquisition, the property will be leased back to the vendor, Winfred Pte Ltd. The transaction was announced on 9 September 2011 and is expected to be completed within this year. Partner Chia Kim Huat led the transaction which was valued at approximately S$39.8 million (US$30.7m). Pereira & Tan acted for Winfred Pte Ltd whilst Allen & Gledhill acted for Sabana Real Estate Investment Management Pte Ltd, as manager of Sabana Shari’ah Compliant Industrial Real Estate Investment Trust.

Slaughter and May Hong Kong has advised MCC Holding (Hong Kong) Corporation Ltd in respect of its first US$-denominated bond issue and listing on the SGX-ST. The US$500 million, 5-year bond is fully guaranteed by China Metallurgical Group Corporation (MCC Group) and carries an annual coupon of 4.875 per cent, payable semi-annually with a maturity date of 29 July 2016. The joint lead managers and joint book-runners of the issue are Morgan Stanley, HSBC, Barclays Capital and Goldman Sachs (Asia) LLC. Partner Benita Yu led the transaction.

Watson, Farley & Williams has advised Singapore based RCMA Commodities Asia Pte Ltd in respect of the acquisition of the UK and US based rubber trading businesses of NV Deli Maatschappij. The business of Deli’s Alan L Grant Rubber Division in the US was acquired by RCMA’s US subsidiary RCMA Americas Inc whilst its London-based company, Corrie McColl & Son Ltd, was acquired by RCMA’s Singapore subsidiary, Tong Teik Pte Ltd. The two acquisitions represent an important addition to RCMA’s natural rubber trading capacity and capability across Europe and the Americas as the group looks to expand its global footprint. Partner Damian Adams led the transaction.

Watson, Farley & Williams’ Singapore office has also advised ING Bank NV, as commercial lender, and Eksportfinans ASA, as buyer credit lender, in respect of a JPY10.98 billion (US$143.5m) post delivery facility extended to The Sanko Steamship Co Ltd to enable its subsidiaries to finance the acquisition of three newbuilding platform supply vessels which are being constructed at Universal Shipbuilding Corporation in Japan. Partner Madeline Leong led the transaction.

White & Case has represented China Development Bank (CDB) and Industrial and Commercial Bank of China (ICBC) in respect of their participation in the US$800 million senior secured term loan facility and the SAR3.969 billion (US$1.06b) advance payment guarantee facility which together make up project facilities supporting Saudi Oger Ltd’s financing of the King Abdullah Project 2 which the company is completing for the Saudi Ministry of Interior in the Kingdom of Saudi Arabia. The transaction is split into two facilities. The first is a US$800 million senior secured term loan whilst the second is a SAR3.969 billion advance payment guarantee (APG). CDB is acting as one of three initial mandated lead arrangers and book-runners for both the term loan and APG facility whilst ICBC is acting as mandated lead arranger for the term loan facility. The arranging group of banks includes institutions from Europe, the Middle East and China. Partner John Shum led the transaction.

Yulchon has represented Fila Korea and a PEF managed by Mirae Asset Maps Asset Management in respect of the US$1.225 billion acquisition of golf equipment manufacturer Acushnet Company from Fortune Brands. Partners Sung Wook Eun, Jae Hyun Park and Seuk Joon Lee led the transaction.

Allen & Gledhill has advised Cheung Kong Bond Securities Ltd (Cheung Kong Bond) as the issuer and Cheung Kong (Holdings) Ltd as the guarantor, in respect of Cheung Kong Bond’s issue of S$500 million (US$388.5m) 5.125 per cent guaranteed senior perpetual securities guaranteed by Cheung Kong (Holdings). The issuer is an indirect wholly-owned subsidiary of the guarantor. DBS Bank Ltd and JP Morgan (SEA) Ltd are the joint lead managers. Deutsche Bank AG Hong Kong Branch is the fiscal agent, transfer agent and paying agent. Deutsche Bank AG Singapore Branch is the Singapore paying agent and Deutsche Bank Luxembourg SA is the registrar. Partner Margaret Chin led the transaction.

Allens Arthur Robinson has advised Australia and New Zealand Bank (ANZ), United Overseas Bank (UOB) and Sumitomo Mitsui Banking Corporation (SMBC) as the mandated lead arrangers, book runners and lenders, in respect of a US$190 million syndicated term loan to Singapore-based chemical producer and distributor Sinochem International Overseas Pte Ltd. The syndicated term loan, which was signed on 16 September 2011, will be guaranteed by the Chinese state-owned enterprise Sinochem International Ltd. Partner Rod Howell led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised in respect of the proposed acquisition by Fortis Healthcare (India) Ltd of Fortis Healthcare International Pte Ltd from RHC Financial (Mauritius) Ltd, a company owned by the promoters of Fortis Healthcare India, in an all cash deal. Pursuant to the acquisition, the consolidated Fortis entity will form one of the largest healthcare delivery networks in the Asia Pacific region. The deal was announced on 19 September 2011 and closing is expected by 31 December 2011. Partner Cyril Shroff led the transaction whilst Rajah & Tann and Allens Arthurs Robinson were the Singapore and Australian counsels, respectively.

AZB & Partners has advised Reliance Industries Ltd (RIL) in respect of the acquisition by BP of a 30 per cent stake in 23 oil and gas production sharing contracts that RIL operates in India, including the producing KG D6 Block. The total consideration for the transaction was approximately US$7.2 billion, with future performance payments of up to approximately US$1.8 billion. Partner Shuva Mandal led the transaction.

AZB & Partners has advised Suhail Bahwan Group, Sultanate of Oman (SBG) in respect of its acquisition of 49 per cent of MHI Engineering and Industrial Projects India Private Ltd (MEIP) to undertake the development, design, engineering, procurement, construction, management, after-sale services and other functions for various industrial, infrastructure and construction projects. MHI and SBG invested approximately US$2.1 million for 49 per cent in MEIP. Partner Yashwant Mathur led the transaction which was completed on 2 September 2011.

Baker & McKenzie has advised Siemens in respect of a €2 billion (US$2.7b) contract for the delivery of Desiro RUS type regional trains to Russian Railways (RZD). The order, for which a preliminary contract was signed in June 2011, is for the delivery of 1,200 rail cars. The trains will be delivered by Siemens Train Technologies, a joint venture between Siemens and the Russian rail technology manufacturer Sinara. Starting 2013, the new cars ordered by RZD are to be built in the Ural Locomotives plant near Yekaterinburg, where Siemens and Sinara started manufacturing electric freight locomotives earlier this year under the Ural Locomotives joint venture. Partner Sergei Voitishkin led the transaction.

Fangda has acted for Atlas Copco (China) Investment Co Ltd in respect of its 100 per cent acquisition of Wuxi Shengda Air/Gas Purify Equipment Co Ltd with the acquisition price of RMB74.3 million (US$11.6m). Partner George Xu led the transaction.

Fangda has also represented Yun Feng Fund in respect of its investment into a fresh food chain based in Zhejiang Province at a price of RMB35 million (US$5.47m). The deal was led by partner Leo Lou.

J Sagar Associates has advised business process outsourcing major Genpact in respect of an acquisition of media and business research firm Empower Research LLC. By way of this acquisition, Genpact will also acquire an indirect control over Empower’s wholly owned subsidiary in India, Empower Research Knowledge Services Private Ltd. Partners Shivpriya Nanda and Trisheet Chatterjee led the transaction whilst Wiggin and Dana acted as the US counsel for Genpact. Empower and its promoters were advised by the Bangalore office of AZB & Partners.

J Sagar Associates has also acted for Cikautxo S Coop, a large Spanish auto component manufacturer, in respect of its 50:50 joint venture with Taurus Flexible Private Ltd (TFPL), a Jamshedpur based company with a significant presence in the auto component manufacturing space. The JV company will manufacture rubber hoses in India for sales within and outside India. The transaction involved business transfer by one of the subsidiaries of TFPL into the JV company and a back to back investment by Cikautxo into the JV. Partner Upendra Nath Sharma led the transaction whilst partner Thimmaiah of MD&T advised TFPL.

Jones Day has acted as US and Hong Kong counsel to Hainan Airlines (Hong Kong) Co Ltd as issuer, and Hainan Airlines Co Ltd as guarantor, in respect of the issuance of RMB1 billion (US$155m) aggregate principal amount of 6 per cent Renminbi-denominated guaranteed bonds due 2014 in a Regulation S offering and the unconditional and irrevocable guarantee in relation to the bonds by the guarantor. The transaction represents one of the first offshore RMB financings by a group listed solely in the PRC. Hainan Airlines Co Ltd is a leading business enterprise in the Chinese aviation industry and the issuer is a wholly-owned subsidiary of Hainan Airlines Co Ltd. Deutsche Bank, JP Morgan and Wing Lung Bank acted as joint lead managers for this issue. David Neuville and Joseph Lee led the transaction whilst Clifford Chance advised the joint lead managers as to Hong Kong Law.

Khaitan & Co has advised Raiffeisen Bank International AG Singapore Branch as the lender in respect of the corporate guarantee issued by Bhadresh Trading Corporation Ltd under the Overseas Direct Investment route, to secure various trade finance facilities extended to Cashcot Industries Pte Ltd under the letter of offer entered into between the borrower and the lender. Raiffeisen Bank International AG is one of the foremost providers of corporate and investment banking services in Austria and a leading universal bank in Central and Eastern Europe. Partner Devidas Banerji acted on the transaction.

Khaitan & Co has advised Sekisui Chemical Co Ltd in respect of its joint venture with Dipty Lal Judge Mal Private Ltd. Sekisui Chemical is a multinational corporation with over 200 companies operating in 20 different countries. Its main enterprises include products for housing, urban infrastructure and environmental products, as well as high performance plastics. Partners Bharat Anand and Manas Kumar Chaudhuri led the transaction.

Nishith Desai Associates has advised SEAF India Agribusiness Fund and SEAF India Agribusiness International Fund (SEAF Funds) in respect of their investment in Abhay Cotex Private Ltd (Abhay Cotex) aggregating to INR260 million (US$5.4m). SEAF Funds is an investment management group that provides growth capital and business assistance to small and medium enterprises in emerging and transition markets. Abhay Cotex is a company primarily engaged in the agribusiness sector.

Shearman & Sterling has advised East Asia Power (Xiamen) Company Ltd (EAP), a subsidiary of Pacific Oil and Gas, in respect of the sale of certified emission reductions to be generated under the UN Kyoto Protocol’s Clean Development Mechanism regime. Swiss buyer Mercuria Energy Trading SA is purchasing the credits. EAP intends to generate the carbon reduction credits over a seven-year period at its less carbon-intensive Fujian Xiamen Dongbu natural gas-fired plant. Emission reduction credits certified under the Kyoto Protocol’s Clean Development Mechanism regime are freely tradable and may be used to satisfy emission reduction targets under the Protocol itself and in the European Union Emissions Trading System under certain circumstances. Mehran Massih led the transaction.

WongPartnership has acted for Ciena Enterprises Ltd as the offeror in respect of its privatisation of Asia Environment Holdings Ltd, an integrated water and wastewater treatment solution provider in the PRC, by way of a voluntary conditional offer for all the issued and paid-up ordinary shares in the capital of the company, other than those shares held by the offeror as treasury shares and those shares held, directly or indirectly, by the offeror. Partners Andrew Ang, Mark Choy and Kenneth Leong acted on the matter.

WongPartnership has also acted for a Thai public company in respect of overturning, on appeal, a High Court decision which set aside for the first time an international arbitral award on the grounds that it was in conflict with the public policy of Singapore. Partners Chou Sean Yu and Chua Sui Tong acted on the matter.

Allen & Gledhill has acted as Singapore counsel for DBS Bank Ltd as the arranger and the dealer, in a transaction that involved The Hongkong and Shanghai Banking Corporation Ltd (HSBC) as the trustee, and HSBC and HSBC Singapore Branch as the issuing and paying agents, in respect of the issue by Aviation Capital Group Corp (ACG) of a US$500 million multicurrency medium term note programme. ACG may from time to time issue multicurrency medium term notes in an aggregate nominal amount at any one time not exceeding US$500 million. The programme is listed on the SGX-ST. Partners Margaret Chin and Magdalene Leong led the transaction.

AZB & Partners has advised Goldman Sachs Group, (comprised of Goldman Sachs Asset Management (India) Private Ltd and Goldman Sachs Trustee Company (India) Private Ltd,) in respect of the acquisition of the entire share capital of Benchmark Asset Management Company Private Ltd and Benchmark Trustee Company Private Ltd, respectively, and transfer of thirteen schemes of Benchmark Mutual Fund to Goldman Sachs Mutual Fund. The acquisition of shares was completed on 14 July 2011 whilst the transfer of schemes to Goldman Sachs Mutual Fund was completed on 22 August 2011. Partner Darshika Kothari led the transaction.

Allens Arthur Robinson has advised New Zealand’s largest renewable electricity generator, Meridian Energy Ltd (Meridian), in respect of the project financing of its share of development and construction costs of the A$1 billion (US$1.03b) wind farm joint venture with Australia’s largest renewable electricity generator, AGL. Due for completion in 2013, the 420 MW Macarthur wind farm in southwest Victoria will be the largest wind farm in the Southern Hemisphere and one of the biggest in the world. Under the deal, which closed on 8 September 2011, Meridian has secured A$386 million (US$396.5m) in syndicated debt facilities, arranged and underwritten by Australia and New Zealand Banking Group Ltd. Partner Anna Collyer led the transaction. Freehills acted for the lead arrangers/underwriters whilst Eksport Kredit Fonden Norton Rose acted for AGL.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised NHK Automotive Components India Private Ltd (NHK India), a wholly owned subsidiary of NHK Spring Co Ltd Japan (NHK Japan), in respect of its agreement to purchase the BCL Springs Division of Bombay Burmah Trading Corporation Ltd (BBTC). The transaction is subject to obtaining the necessary regulatory approvals, including a rubber stamp from the Competition Commission of India. The BCL Springs Division is engaged in the business of manufacturing and marketing springs of various kinds for use in the automotive industry. The transfer of the division shall be a going concern on a slump sale basis for a lump-sum consideration of INR180.5 crores (US$37.9m) on the terms and conditions contained in the Business Transfer Agreement which was signed on 7 September 2011. Nisha Uberoi, Anubhuti Agarwal and Natashaa Shroff led the transaction. BBTC was advised by Udwadia & Udeshi.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised Reliance Capital Ltd and JM Financial Products Ltd in respect of the debt financing of INR30 crores (US$6.3m) to Kumar Urban Development Ltd, one of the largest real estate development companies based in Pune. The deal will take place by way of subscription to unlisted, secured, non convertible debentures (NCDs) issued by Kumar Urban Development Ltd. The NCDs are secured by an English mortgage on one of the real estate development projects of Kumar Urban Development Ltd, including the underlying land, pledge of shares of a group company along with guarantee and undertakings from the promoters. The deal was signed on 3 September 2011 and was completed on 5 September 2011. Ashish Jejurkar led the transaction.

Khaitan and Co has advised India Infoline Investment Services Ltd in respect of its US$169 million IPO of secured redeemable non convertible debentures. India Infoline Investment Services Ltd is a non banking financial company. India Infoline Investment Services Ltd is a subsidiary of India Infoline Ltd. Partner Vibhava Sawant advised on the transaction.

Khaitan and Co has advised ICICI Bank in respect of the rupee term loan facility of an aggregate amount of INR1800 crores (US$383m) granted by a consortium of lenders led by ICICI Bank, including non fund based financial assistance by way of issuance of letter(s) of credit of up to INR1400 crores (US$298m) as a sub-limit of the rupee loan facility to Jayaswal Neco Industries Ltd India, for backward integration of steel manufacturing capacity in Chhattisgarh. Partner Shishir Mehta represented the client on the transaction.

Pioneering the largest independent power project ever undertaken in Vietnam, Latham & Watkins represented the lenders on the US$1.5 billion debt financing for the development of a US$2 billion 1,200MW Mong Duong 2 coal-fired power plant in Quang Ninh province, Vietnam. The financing is being provided by The Export-Import Bank of Korea (KEXIM) and 12 commercial banks. K-sure are insuring a significant portion of the financing.The commercial bank lenders include BNP Paribas, Crédit Agricole Corporate and Investment Bank, The HongKong and Shanghai Banking Corporation Limited, ING Bank N.V., NATIXIS, Société Générale, Sumitomo Mitsui Banking Corporation, Mizuho Corporate Bank, Ltd., UniCredit Bank AG, Standard Chartered Bank, Crédit Industriel et Commercial and DZ Bank AG Deutsche Zentral-Genossenchaftsbank, Frankfurt am Main. The Latham & Watkins team was led by Tokyo partner Joe Bevash and Singapore partner Stephen McWilliams.

Paul Hastings has advised Sino-Ocean Land Holdings Ltd (Sino-Ocean Land), one of the leading property developers in China, and its subsidiary Gemini Investments (Holdings) Ltd in respect of the establishment of a real estate investment fund with KKR China Growth Fund LP, a China focused investment fund managed by global investment firm Kohlberg Kravis Roberts & Co (KKR). The fund will be managed by a 50:50 JV vehicle co-owned by affiliates of Sino-Ocean Land and KKR and will explore opportunities to invest in, operate and manage real estate projects in China. Sino-Ocean Land and KKR will each make a capital commitment of US$70 million into the fund. The firm also advised Sino-Ocean Land in respect of an investment cooperation agreement whereby the fund was granted certain rights to co-invest in JV projects with Sino-Ocean Land up to an amount of US$500 million, and an investment agreement regarding the co-investment of the fund and Sino-Ocean Land in a real estate project being developed in Dalian, China. Partners Raymond Li and Vivian Lam led the transaction.

Skadden is representing Toshiba Corporation in respect of its acquisition of 20 per cent of the shares of Westinghouse Electric by acquiring all shares currently held by Nuclear Energy Holdings LLC, a wholly owned subsidiary of the Shaw Group Inc. The purchase will increase Toshiba’s ownership of Westinghouse from 67 per cent to 87 per cent.

WongPartnership has acted for Sumitomo Corporation, a major shareholder of PRC-based C&O Pharmaceutical Technology (Holdings) Ltd (C&O), in respect of the mandatory unconditional cash offer by Shionogi & Co Ltd for all the ordinary shares in the capital of C&O, other than those shares already owned, controlled or agreed to be acquired by the offeror, its related corporations and their respective nominees. Partners Ng Wai King and Quak Fi Ling acted on the matter.

WongPartnership has acted for Novo Tellus Capital Partners Pte Ltd in respect of the establishment of its maiden private equity fund, Novo Tellus PE Fund 1 LP, a private equity fund focusing on clean energy and healthcare. Partners Low Kah Keong and Charlotte Sin acted on the matter.

Allen & Gledhill has also advised Mapletree Industrial Trust Management Ltd (MITML), as manager of Mapletree Industrial Trust (MIT), in respect of an equity fund raising comprising of a private placement and a preferential offering to raise gross proceeds of approximately S$176.9 million (US$146.3m). The gross proceeds will be used to partially finance the acquisition of 11 properties in five property clusters, with an acquisition price of S$400.3 million (US$331m). Partners Jerry Koh and Chua Bor Jern led the transaction.

Baker & McKenzie is advising the shareholders of Manassen Foods, including CHAMP Private Equity and Roy Manassen, in respect of the proposed sale of Manassen Foods to China’s Bright Food Group. Manassen Foods is Australia’s leading independent grocery importer and a one-stop-shop solution for brand owners. Bright Food Group is a key player in China’s food industry; it is China’s third-largest dairy company and the eighth-largest packaged-food maker by sales. Partners Simon De Young and Mark McNamara led the transaction.

Baker & McKenzie has also advised Cellestis Ltd in respect of the A$363 million (US$384m) acquisition of Cellestis by global technology company QIAGEN NV by way of scheme of arrangement which was implemented on 29 August 2011. Cellestis Ltd is an Australian biotechnology company which has developed and commercialised a leading test for diagnosing tuberculosis worldwide. QIAGEN is a global provider of sample and assay technologies for research in molecular diagnostics, applied testing, pharmaceuticals and academic research. Partner Simon De Young led the transaction. Freehills advised QIAGEN.

Clayton Utz has advised SEA6 Ltd in respect of SEA6’s and Headland Capital Partners’ A$144 million (US$152.3m) acquisition of a 27 percent stake in Miclyn Express Offshore Ltd. Karen Evans-Cullen led the transaction.

Clayton Utz has also advised coal explorer Tigers Realm Coal as issuer in respect of its A$37.5 million (US$39.7m) IPO and listing on the ASX. Tigers Realm Coal, which is part of the Tigers Realm Minerals resources group, is focused on developing the Amaam coking coal project in Far Eastern Russia and the Landazuri coking coal project in Colombia, South America. It listed with a market capitalisation of approximately A$182 million (US$193m). Partner Charles Rosedale led the transaction.

CMS Hasche Sigle has advised ECM Equity Capital Management in respect of its sale of logistics services provider IN tIME to Barclays Private Equity through a secondary buyout. A number of conditions need to be met for the purchase agreement to become effective, such as approval by the relevant competition authorities. Dr Martin Bell and Dr Markus Rasner led the transaction.

Khaitan & Co has advised Xpro India Ltd in respect of the sale of its thermosets division for US$16.3 million to SI Group India by way of a slump sale. The division is based at Ranjangaon in Maharashtra in western India and has a manufacturing site that makes industrial resins and molding powders. Xpro India Ltd, part of the Birla Group, is a diversified multi-divisional, multi–location company with a strong commitment to the polymer processing industry. Partner Bharat Anand advised on the transaction.

Khaitan & Co has also advised Gujarat Fluorochemicals Ltd (GFL) in respect of a framework agreement with Meturis SARL Morocco and a subscription and shareholders agreement with Global Mines SARL and Meturis SARL of Morocco for setting up a joint venture company in Morocco for exploration, development and mining of floursapar ore. GFL is a part of the US$2 billion INOX Group of Companies. Its business areas include refrigerants, chemicals, ptfe, carbon credits, entertainment and renewable energy. Partner Sharad Vaid advised on the transaction.

Mori Hamada & Matsumoto is advising Unicharm Corporation, a listed Japan based personal care products manufacturer and retailer, in respect of its agreement to acquire for US$128 million Diana Joint Stock Company (Diana), the Vietnam based company engaged in producing towels, diapers, paper, and cosmetic products. Diana reported revenues of VND1020 billion and net assets of NVD380 billion. The transaction enables Unicharm to speed up its business in Vietnam. The transaction is expected to close on November 2011. Partner Yoshio Iteya is leading the transaction.

Mori Hamada & Matsumoto is advising Softbank Corporation (Softbank) and its SPCs in respect of the issuance of preferred securities by its subsidiary, SFJ Capital Ltd (SFJ). On 29 August 2011, Softbank resolved to raise JPY200 billion (US$2.6b) through the preferred (restricted voting) securities issued by SFJ. Last December 2010, Softbank acquired the class 1 preferred stock and stock acquisition rights issued by BB MOBILE Corp to Vodafone International Holdings BV and a subordinated loan by SOFTBANK MOBILE Corp from Vodafone Overseas Finance Ltd. Out of the total acquisition amount of JPY 412.5 billion (US$5.3b), the unpaid amount JPY 200 billion will become due in April 2012. Softbank will borrow the JPY 200 billion (US$2.6b) procured by SFJ through the issuance of the preferred securities from Galilei Japan KK, a consolidated subsidiary of Softbank. Partners Toru Ishiguro and Katsumasa Suzuki are leading the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison is advising KKR in respect of the agreement entered into among KKR China Growth Fund LP (a China focused investment fund managed by KKR), Sino-Ocean Land Holdings Ltd (a property developer in China) and its subsidiary Gemini Investments (Holdings) Ltd to establish an investment platform to capitalize on the long-term potential in China’s real estate market. Partners Jack Lange, Mitchell Berg and Yvonne Chan are leading the transaction.

Stephenson Harwood has advised Singapore Airlines in respect of a spare engine sale and leaseback transaction with GE Capital Aviation Services (Engine Leasing). The deal represents Singapore Airlines’ first long-term spare engine leasing transaction and it is GECAS’ inaugural transaction with the flag carrier. The transaction involved four GE90 engines valued between US$80 million and US$100 million. Negotiations were held in Singapore, with the closing of the deal and delivery of each engine on-wing required to take place on the ground at Singapore’s Changi Airport. Partner Asheesh Das led the transaction.

WongPartnership has acted for Mapletree Industrial Trust Management Ltd, as manager of Mapletree Industrial Trust (MIT), in respect of the establishment of a S$1 billion (US$827.2m) multicurrency medium term note programme by Mapletree Industrial Trust Treasury Company Pte Ltd guaranteed by DBS Trustee Ltd (in its capacity as trustee of MIT). Partner Colin Ong acted on the matter.

WongPartnership has also acted for Guangzhou Knowledge City Joint Venture Company, a JV formed between Singbridge International Singapore Pte Ltd and Guangzhou Development District, in their joint venture with Ascendas Pte Ltd to jointly develop an integrated business park in Guangzhou Knowledge City. The 30–hectare business park will be developed in phases over 10 years at a total cost of RMB2.3 billion (US$360m). Partner Joseph He acted on the matter.

Allen & Gledhill advised a syndicate of lenders led by Oversea-Chinese Banking Corporation Limited in respect of term loan facilities and a bank guarantee facility to Capitol Hotel Management Pte. Ltd. (as trustee-manager of Capitol Hotel Trust, “CHM”), Capitol Retail Management Pte. Ltd. (as trustee-manager of Capitol Retail Trust, (“CRM”) and Capitol Residential Development Pte. Ltd. (“CRD”). The proceeds from the facilities were used for refinancing a bridging loan taken out by the Capitol Group (comprising CHM, CRM and CRD) for the acquisition of The Capitol site and will be used for financing the development comprising hotel, retail and residential properties on the site. Daselin Ang led the transaction.

Allen & Overy is advising tantalum concentrate producer Global Advanced Metals (GAM) in respect of its US$400 million acquisition of Cabot Corp’s Supermetals business. The agreement, announced on 25 August 2011, is subject to regulatory approval and is expected to be completed by the end of 2011. The acquisition of Cabot Supermetal’s tantalum plants in Pennsylvania and Japan will bolster GAM’s existing Western Australian operations and will transform it into a vertically integrated tantalum mining and manufacturing company. Partner Peter Wilkes is leading the transaction.

Allens Arthur Robinson has advised sole lead manager CBA Equities in respect of the IPO and listing on the ASX of Bega Cheese. The Bega Cheese group, operating through Bega Cheese Ltd and its controlling interest in Tatura Milk Industries, manufactures and processes a range of dairy products. Through the IPO, Bega Cheese issued 18.35 million shares to raise A$35 million (US$37.5m). The company commenced trading on 19 August 2011 under the ticker ‘BGA’ and had a market capitalisation of approximately A$254 million (US$272m) at listing. Partner Vijay Cugati led the transaction.

AZB & Partners acted on behalf of the First Carlyle Growth IX in its investment of funds into Value and Budget Housing Corporation Private Limited (“VBHC.”) The total consideration in respect of the investment was in the region of US$26 million. Srinath Dasari, who led the transaction, was responsible for conducting due diligence, advising on the transaction and structuring and negotiating the transaction documents. The transaction was completed on 5 August 2011.

Baker & McKenzie has advised RH International (Singapore) Corporation Pte Ltd (RH International) in respect of its issuance of Japanese yen senior unsecured guaranteed bonds under Regulation S of the US Securities Act of 1933, in an aggregate principal amount of JPY15 billion (US$195.6m). The bonds, due 2026, will be unconditionally and irrevocably guaranteed by Ratchaburi Electricity Generating Holding Public Company Ltd, parent company of RH International. The Royal Bank of Scotland plc Singapore Branch, was the lead arranger. Partners Viroj Piyawattanametha, Yeo Jih-Shian, Chris Hogan, Andrew Martin, Edmund Leow and Ken Takahashi led the transaction.

Clayton Utz has advised coal explorer Tigers Realm Coal (TRC) as issuer in respect of its A$37.5 million (US$40.13m) IPO and listing on the ASX. TRC, which is part of the Tigers Realm Minerals Australian based resources group, is focused on developing two coking coal projects, the Amaam coking coal project in Far Eastern Russia and the Landazuri coking coal project in Colombia, South America. It listed with a market capitalisation of approximately A$182 million (US$195m). Partner Charles Rosedale led the transaction.

Fangda Partners represented Cargotec Corporation in its joint venture project with Jiangsu Rainbow Heavy Industries Co., Ltd. The proposed total investment of the JV is Euro 182 million. The firm’s team was led by corporate partner Kenneth Lu.

Fangda Partners acted for PwC, as its PRC counsel, in its acquisition of PRTM, The acquisition of PRTM brings over 700 experienced consultants to PwC’s global Advisory practice, including 124 principals. The firm’s team was led by corporate partner George Xu.

Khaitan & Co has advised global financial service provider HSBC Ltd in respect of the US$30 million external commercial borrowing facility provided to Ranbaxy Laboratories Ltd for its capital expenditure requirements. Partner Devidas Banerji advised the client on the transaction.

Khaitan & Co has advised independent mobile and network company InMobi Technologies Pvt Ltd (InMobi) in respect of the acquisition of Chipin Inc pursuant to a reverse triangular merger with swap of Chipin Inc shares with shares issued by InMobi India with transaction valued at US$8.5 million. Partners Rajiv Khaitan and Sharad Vaid advised the client on the transaction.

Shook Lin & Bok LLP advised KPMG Corporate Finance Pte Ltd, the independent financial adviser to Allgreen Properties Limited (Allgreen Properties), in the acquisition of Allgreen Properties by Brookvale Investments Pte Ltd for approximately S$2.54 billion. Partners David Chong and Michelle Phang led the transaction.

White & Case has represented Standard Chartered Bank (Hong Kong) Ltd and United Overseas Bank Ltd in respect of a US$70 million acquisition financing enabling Halogen Ltd to acquire all outstanding ordinary shares of Chemspec International Ltd, a China-based contract manufacturer of highly-engineered specialty chemicals. Halogen is a special purpose company jointly controlled by an affiliate of Primavera Capital Management Ltd and Dr. Yang Yang, the chairman of Chemspec. This acquisition of shares sees Chemspec taken private and its American Depository Shares no longer listed on the NYSE. Partner John Shum led the transaction. Walkers, led by partner Ashley Davies, provided Cayman and BVI advice to the lenders.

WongPartnership LLP acted for Lakeview Investments Pte. Ltd., a property investment and development company wholly-owned by YMC Holdings Ltd., in its S$81 million acquisition of Austral View, a freehold development located at Tanjong Rhu, in District 15 of Singapore, which is renowned for its sea views, and proximity to the airport and the city. Partner Cornelia Fong acted on the matter.

WongPartnership LLP acted for a Dubai-based building components company in respect of the divestment of all of its assets and land relating to its Abu Dhabi operations to an Abu Dhabi-based company. Partner Owyong Eu Gene acted on the matter.

Allen & Gledhill has advised Pacific One Energy Ltd (POE) in respect of its mandatory conditional cash offer to acquire all the shares of KS Energy Ltd (KSE) not already owned, controlled or agreed to be acquired by POE and its concert parties. The maximum aggregate consideration for the offer is approximately S$350.5 million (US$290.6m), based on the maximum potential issued shares in KSE. In connection with the offer, POE has also made separate offers to acquire all KSE’s outstanding listed warrants and convertible bonds and a proposal to the holders of KSE unlisted warrants to surrender their unlisted warrants in exchange for cash. Partners Andrew M Lim and Christopher Ong led the transaction.

Allens Arthur Robinson has advised Talanx Group, Germany’s third-largest insurance provider and Europe’s eleventh-largest insurance group, in respect of its partnership with Hanoi Stock Exchange-listed PVI Holdings (formerly PetroVietnam Insurance Joint Stock Corporation), the leading non-life and industrial insurer in Vietnam. Under the agreement signed in Hanoi on 17 August 2011, Talanx subsidiary HDI-Gerling Industrie Versicherung AG will acquire a 25 per cent stake of the enlarged share capital of PVI Holdings and will become its foreign strategic insurance partner. Partners Nigel Russell and Marae Ciantar led the transaction which was valued at approximately US$93 million.

Allens Arthur Robinson has also advised an Archer Capital-led consortium in respect of the agreement to sell MYOB Ltd, Australia’s largest independent software vendor, to global private investment firm Bain Capital. The sale will be the biggest private equity transaction of 2011 in the Australian market. Partner Tom Story led the transaction. Bain Capital was advised by Ropes & Gray and Clayton Utz whilst Bain Capital’s financiers were advised by Corrs Chambers Westgarth.

Appleby has acted as BVI counsel for Melco Crown Entertainment Ltd (MCE), a Cayman Islands company listed on NASDAQ, in respect of the acquisition of a 60 per cent equity interest and shareholder loan in the developer of Macau Studio City, a large scale integrated gaming, retail and entertainment resort in Macau. The deal sees MCE acquiring from an affiliate of eSun Holdings Ltd a 60 per cent interest in the Cyber One Group, the developer of Macau Studio City. Partner Judy Lee led the transaction.

Ashurst is acting as lead international counsel for San Miguel Corporation (SMC), one of the leading Philippines conglomerates, in respect of its proposed acquisitions of Esso Malaysia Berhad, ExxonMobil Malaysia Sdn Bhd and Exxonmobil Borneo Sdn Bhd for a total cash consideration of US$610 million. In a sale and purchase agreement signed on 17 August 2011, SMC agreed to acquire 175.5 million ordinary shares representing 65 per cent of the voting shares in Esso Malaysia from ExxonMobil International Holdings Inc (EMIHI) for approximately US$206 million in cash. In two separate sale and purchase agreements, also signed on 17 August 2011, SMC agreed to acquire the entire issued share capital of ExxonMobil Malaysia from Mobil International Petroleum Corporation and the entire issued share capital of ExxonMobil Borneo from EMIHI for approximately US$404 million in cash. Philip Thomson, Edward Bennett and Keith McGuire are leading the transaction.

AZB & Partners has acted for Essar Africa Holdings Ltd in respect of its proposal, through a JV company in partnership with the Government of Zimbabwe, to acquire the steel and mining related assets and liabilities of Zimbabwe Iron and Steel Company and its subsidiaries. Partner Shameek Chaudhuri led the transaction which was valued at approximately US$750 million and was completed on 2 August 2011.

Clayton Utz is advising Pacific Equity Partners and Unitas as major shareholders in respect of the sale of Independent Liquor to Asahi. Partners Philip Kapp and Niro Ananda are leading the transaction. Freehills is advising Asahi.

Clayton Utz is advising ASX-listed nickel producer Minara Resources Pty Ltd in respect of Glencore Investment’s (a wholly owned subsidiary of Glencore International plc) off-market takeover offer for the remaining 27 per cent of shares that it does not currently own in Minara Resources. Glencore has offered minority shareholders in Minara Resources A$0.87cents (US$0.91) per share and has valued Australia’s second largest and one of the world’s top 10 nickel producers at A$1.02 billion (US$1.07b). Partner Mark Paganin is leading the deal.

DLA Piper has advised Good Million Investments Ltd in respect of its HK$292 million (US$37.5m) sale of the entire issued share capital in China Technology Solar Power Holdings Ltd to China Technology Solar Power Ltd (formerly known as Soluteck Holdings Ltd). Partner Esther Leung led the transaction.

Fangda has represented Chinese online video platform Tudou in respect of its US$174 million IPO and listing on NASDAQ. The firm’s team was led by partner Doris Tang.

Freshfields Bruckhaus Deringer has advised Ruen Chen Investment Holdings in respect of its US$2.16 billion acquisition of Nan Shan Life Insurance Co, Taiwan’s third biggest insurer, from American International Group (AIG). The acquisition of AIG’s 97.57 per cent stake in Nan Shan Life was completed on 18 August 2011 after securing the necessary approvals from the Taiwanese Financial Supervisory Commission and other Taiwanese regulators. Partners Heiner Braun and Robert Ashworth led the transaction.

Herbert Smith has advised the joint bookrunners (composed of The Hongkong and Shanghai Banking Corporation Ltd, UBS AG Hong Kong Branch, Citigroup Global Markets Asia Ltd, BNP Paribas Capital (Asia Pacific) Ltd, China International Capital Corporation Hong Kong Securities Ltd, Goldman Sachs (Asia) LLC, and Morgan Stanley Asia Ltd), in respect of the HK$8.2 billion (US$1.1b) IPO of Sun Art Retail Group Ltd (Sun Art) on the HKSE and Rule 144A/Regulation S global offering. Sun Art is the largest hypermarket operator in China. Partners Matt Emsley and John Moore led the transaction.

Khaitan & Co has advised Emami Ltd in respect of the issue of disparagement of its product “Navaratna Cool Talc” sold under the trademark/tag-line “Thanda Thanda Cool Cool” by way of a TV commercial by Vini Cosmetics Private Ltd. The firm secured a favorable ruling from the High Court in Calcutta prohibiting Vini Cosmetics from using the expression which is Emani’s registered trademark. Partner NG Khaitan advised Emami Ltd in respect of the transaction.

Khaitan & Co has advised global financial service provider Standard Chartered Bank in respect of the US$ 95 million and €20 million (US$29m) term loan facility provided to Kotak Mahindra Bank for general corporate purposes. Partner Devidas Banerji advised the client on the transaction.

Latham & Watkins has represented China’s state-owned Bright Food Group (BFG) in respect of its acquisition of a 75 per cent stake in Manassen Foods from CHAMP Private Equity for a total consideration of over US$516 million. The firm also advised BFG on the approximately US$315 million offshore financing facility for funding the acquisition. The transaction, which is currently subject to regulatory approvals including the Australian Foreign Institute Review Board and Chinese regulatory bodies, is expected to close by the end of December 2011. Partner Rowland Cheng led the transaction.

Mallesons Stephen Jaques is advising Brambles, the world’s largest supplier of pallets, in respect of the impending sale of its data storage business, Recall, in a deal which is estimated to raise almost A$2 billion (US$2.1b). The sale of Recall will allow Brambles to focus on its core wooden pallets business. Proceeds will be used primarily to invest in its core pallets business and to reduce debt. Partner Tim Bednall is leading the transaction.

Mallesons Stephen Jaques has acted for ANZ in respect of its offer of convertible preference shares (CPS3), the first public offer of Tier 1 Securities by an Australian bank since the announcement of Basel III capital reforms. It is also the first deal to contain features needed to meet the latest regulatory requirements. Partners Ian Paterson and Jonathan Hamer led the transaction. Freehills acted for the underwriters.

Mayer Brown JSM has advised Phoenix Real Estate Investment Funds in respect of its acquisition of more than 90 per cent of the undivided shares in Arts Mansion, a luxurious apartment building at No.31 Conduit Road, Hong Kong. The joint sale transaction was completed on 12 August 2011. The firm also acted for a number of lenders in a HK$1.9 billion (US$244m) syndicated loan financing of the acquisition. Lenders included Hang Seng Bank, HSBC, Bank of East Asia, Fubon Bank, Dah Sing Bank and Chinatrust Commercial Bank. Partner Peter Ho led the transaction.

Nishith Desai Associates has acted as Indian counsel for MphasiS, a subsidiary of Hewlett Packard, in respect of its acquisition of Wyde Corporation, an insurance software provider with customers in the US, France and Canada.

Paul, Weiss, Rifkind, Wharton & Garrison has acted as lead counsel to Morgan Stanley Private Equity Asia (MSPE Asia) in respect of its agreement to make a US$100 million equity investment for a significant minority ownership stake in China XD Plastics Company Ltd, subject to certain customary closing conditions. The investment by MSPE Asia will help China XD Plastics to expand and further upgrade its production capabilities. Partners Jack Lange, Mark Bergman, Stephen Lamb and Tracey Zaccone led the transaction.

Rajan & Tann has advised Oversea-Chinese Banking Corporation Ltd, as mandated lead arranger and bookrunner, and a syndicate of banks in respect of the S$532 million (US$441m) syndicated senior secured facilities to finance part of the development costs of the project of the borrowers to construct a hotel, a theatre, retail space, a residential development and a retail podium at the Capitol theatre site. Partners Angela Lim and Margaret Chin led the transaction which was completed on 20 July 2011.

Shearman & Sterling has represented The AES Corporation (AES), as the borrower and lead sponsor, in respect of the project financing for the US$1.95 billion 1240 MW coal-fired Mong Duong 2 IPP in northern Vietnam. This will be the first IPP in Vietnam to reach financial close since Phu My 3 in 2003. The financing documents for the US$1.46 billion non-recourse debt facilities were signed on 8 July 201. The financial closing will take place on 24 August 2011. AES is providing 51 per cent of the equity in the project, with Posco Power Corporation of South Korea providing 30 per cent and China Investment Corporation providing the remaining 19 per cent. Partner Bill McCormack led the transaction.

Shook Lin & Bok has acted as Singapore counsel for Sheng Siong Group Ltd, one of Singapore’s largest grocery retailers, in respect of its listing and IPO on the SGX-ST to raise net proceeds of approximately S$62.6 million (US$52m). The offering was oversubscribed with strong interest from retail investors and backed by quality institutional investors. Partner Andrea Chee led the transaction.

Watson, Farley & Williams’ Singapore office has acted as lead counsel to a syndicate of international lenders led by Norddeutsche Landesbank Girozentrale Singapore Branch, as agent and as security trustee, in respect of a K-SURE backed pre and post delivery loan facility of up to US$247.2 million made available by Norddeutsche Landesbank Girozentrale Singapore Branch and Banco Santander SA, as lenders, with Norddeutsche Landesbank Girozentrale Hannover, as swap bank, to the STX Pan Ocean group to part finance the acquisition cost in relation to three 400,000 DWT Very Large Ore Carriers (VLOCs) presently being constructed by STX Offshore & Shipbuilding Co Ltd. Partner Goh Mei Lin led the transaction whilst the firm’s New York office acted as special Marshall Islands counsel to the lenders.

Watson, Farley & Williams’ Singapore office has also advised a syndicate of international lenders led by ABN AMRO Bank NV, as agent, in respect of a US$91.3 million pre-delivery facility, and ABN AMRO as agent and Societe Generale as Sinosure agent, in respect of a US$136.95 million receivables purchase post delivery facility extended to the STX Pan Ocean group to part finance the acquisition of three capesize bulk carriers being constructed by New Times Shipbuilding Co Ltd in China. The receivables purchase post delivery facility was supported by a lease insurance policy from the China Export and Credit Insurance Corporation (Sinosure). Partner Goh Mei Lin also led the transaction.

WongPartnership has acted for Ascendas Funds Management (S) Ltd, the manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of the S$121.55 million (US$100.1m) acquisition of Nordic European Centre, a seven storey building located within the International Business Park from Nordic (CP) Private Ltd. Partners Dorothy Marie Ng and Serene Soh acted on the matter.

WongPartnership has acted for Sunningdale Tech Ltd in the purchase and acquisition by its wholly-owned subsidiary, Sunningdale Design Tech Pte Ltd (Sunningdale Design), from Plasticscommerce Pte Ltd (PCC), of all the issued and paid-up ordinary shares in the share capital of Akciju Sabiedrība ATEC and in the share capital of ATEC of Sweden AB (AOS); and the transfer and assignment from PCC to the Sunningdale Design of the loan made by PCC to the AOS. Partner Ong Sin Wei acted on the matter.

Allen & Gledhill is also advising Luma Investments Ltd and CVCIGP Luma Holdings Ltd in respect of their voluntary unconditional cash offer, through a consortium with Novo Tellus Capital Partners and certain Luma Investments key shareholders, for all the issued and paid-up ordinary shares in the capital of JK Yaming International Holdings Ltd for approximately S$111.6 million (US$93m). Partners Andrew M Lim and Hilary Low led the transaction.

Allen & Overy has advised Australia’s largest carrier, Qantas Airlines, through its subsidiary Jetstar Airways Pty Ltd (Jetstar), in respect of a joint venture with Japan Airlines and Mitsubishi Corporation to establish Jetstar Japan, a new low-cost carrier flying domestic and international from Japan. The total capitalisation commitment for the new airline is up to JPY12 billion (US$156.8m). In addition, the initial fleet of 24 aircraft will be externally financed. Partner Michael Reede led the advisory team.

Allens Arthur Robinson has advised the senior lenders of retail investment and management organisation Centro Properties Group (CNP) in respect of the proposed restructure and aggregation of Centro Retail Group (CER) and certain Centro unlisted funds to form a new listed Australian property fund (AREIT). Under the agreement, CNP will cancel its senior debt in exchange for stapled securities in the new AREIT, which it will receive via the aggregation transaction, pursuant to a creditors’ scheme of arrangement. The transaction, valued at A$3.1 billion (US$3.27b), was announced on 9 August 2011 and is subject to regulatory and stakeholder approvals Partners Simon Lynch, Craig Henderson and Penny Nikoloudis led the transaction. Arnold Bloch Leibler and Bracewell & Giuliani acted for the majority of the CNP senior lender group whilst Freehills advised CNP. Clayton Utz and Maddocks acted for CER; Johnson, Winter & Slattery advised Direct Property Fund and Centro Australia Wholesale Fund; and McMahon Clarke represented the Centro group property syndicates.

Amarchand Mangaldas has represented Bank of Tokyo Mitsubishi-UFJ Singapore and acted as lenders counsel for an ECB facility of US$200 million granted to Steel Authority of India Ltd. Partner Harry Chawla led the transaction.

AZB & Partners has advised L&T Finance Holdings Ltd in respect of its IPO of equity shares aggregating up to approximately US$275 million in the Bombay Stock Exchange and the National Stock Exchange of India. L&T Finance offers a diverse range of financial products and services across the corporate, retail and infrastructure finance sectors. The company is part of the Larsen & Toubro Group, one of India’s leading conglomerates. Partner Shameek Chaudhuri led the transaction which was completed on 6 August 2011. Clifford Chance, led by partner Edward Bradley, advised the lead managers composed of JM Financial, Citigroup, HSBC, Barclays Capital, Credit Suisse and Equirus Capital.

Clyde & Co has advised Insurance Australia Group (IAG), one of Australasia’s largest publicly-listed P&C insurers, in respect of its recently announced acquisition of a 20 per cent stake in Chinese insurer Bohai Insurance for approximately A$100m (US$105.5m). Bohai Insurance, predominantly a motor insurer, was launched in 2005 and has annual gross written premiums in excess of A$200m (US$211m).

Colin Ng & Partners has acted for Ascend Group Pte Ltd in respect of its sale and leaseback of an industrial premises at 39 Ubi Road 1 Singapore 408695 to HSBC Institutional Trust Services (Singapore) Ltd. Partner Ho Soo Lih led the transaction which was valued at S$32 million (US$26.6m). Allen & Gledhill acted for the manager of the REIT whilst Shook Lin & Bok acted for the trustee of the REIT.

Duane Morris & Selvam has represented PT Supraco Lines, a subsidiary of Indonesian listed company PT Radiant Utama Interinsco Tbk, in respect of its acquisition of a mobile offshore production unit (MOPU) – a mobile oil platform operating in Indonesian waters – for US$35 million. Directors Peter Doraisamy and Colin Jarraw led the transaction.

Duane Morris & Selvam represented Singapore-based pharmaceutical firm A2 Bioscience Pte Ltd in respect of its issue of convertible preferred shares and warrants to raise funds for its business expansion. The transaction was structured in two tranches. The first tranche was subscribed by certain accredited investors from the US and Singapore. The second tranche was taken up by SPRING SEEDS Capital, a Singapore government organisation that funds startups on a co-investment basis. Managing director Arfat Selvam led the transaction.

Gilbert + Tobin has advised Industry Funds Management (Nominees) Ltd as a mezzanine investor in respect of the non-conforming residential mortgage backed notes issued pursuant to the Pepper NC Mortgage Warehouse Trust. Pepper Australia Pty Ltd used the proceeds to fund the acquisition of a A$5 billion (US$5.28b) residential mortgage portfolio originated by GE Capital Australia and New Zealand. The transaction, considered as one of the largest whole loan transactions in Australian history, was led by partner Duncan McGrath.

Gide Loyrette Nouel has advised the Carlsberg Group (Carlsberg) in respect of the formation of a joint venture with Chongqing Brewery Co Ltd (CBC) and Chongqing Light Textile Holdings (Group) Co Ltd (CLT). This transaction follows Carlsberg’s recent acquisition of an additional shareholding from 17.46 per cent to 29.71 per cent in Shanghai-listed CBC, making Carlsberg the largest shareholder in CBC. CLT is CBC’s other main shareholder. The JV, Chongqing Xinghui Investment Co Ltd (CXI), will be owned 51.42 per cent by CBC, 18.58 per cent by CLT and 30 per cent by Carlsberg. The JV parties intend that CXI will operate 12 breweries in China. CBC will contribute ownership of five breweries, CLT will contribute ownership of seven breweries and Carlsberg will make a cash contribution of approximately RMB204 million (US$31m). The transaction, which is conditional upon various approvals, is led by partner Warren Hua.

J Sagar Associates, along with US firm Covington & Burling, has advised Disney which is seeking to buy-out its Indian partners in the UTV joint venture for US$454 million. If Disney’s buyout from the Indian partners is consummated, the US media company will wholly own UTV, and Ronnie Screwvala, the Indian promoter of UTV, would head the Indian business of Disney, including other existing businesses. The transaction is subject to regulatory approvals from the FIPB, RBI and the Competition Commission of India. Once these approvals are in place, Disney will launch a delisting offer to the shareholders of UTV and, if successful, Disney will acquire the entire stake of Ronnie Screwvala and his affiliates in UTV. Partners Somasekhar Sundaresan and Vikram Raghani led the transaction.

Khaitan & Co has advised global financial service provider Standard Chartered Bank in respect of a US$460 million term loan facility provided to State Bank of India acting through its Hong Kong branch for general corporate, general banking and working capital purposes. Partner Devidas Banerji acted on the matter.

Khaitan & Co advised Mitsubishi Logistics Corporation in respect of its investments in Jupiter Global Ltd (JGL). After closing, Mitsubishi Logistics will hold 49 per cent shares in JGL. Mitsubishi Logistics Corporation, a group company of the Mitsubishi Group, is engaged in warehousing and global logistics services. Partner Zakir Merchant acted on the matter.

Mayer Brown JSM has advised XacBank LLC, one of Mongolia’s leading commercial banks in respect of the establishment of its US$300 million Euro Medium Term Note Programme. XacBank is aiming to expand its funding sources. ING Bank NV and UBS AG acted as the joint bookrunners. Partner Jason T Elder led the transaction.

O’Melveny & Myers has represented China Eastern Airlines in respect of its offering of RMB2.5 billion (US$390m) principal amount of 4 per cent guaranteed bonds due 8 August 2014. The offering was made under Regulation S to offshore institutional investors located primarily in Hong Kong and Singapore and is governed under Hong Kong law. HSBC, Deutsche Bank, China International Capital Corporation and Agricultural Bank of China acted as joint lead managers and joint bookrunners. China Eastern Airlines intends to use the net proceeds for working capital and other general corporate purposes. Counsel Andrew Hutton and partners Neil Campbell and Li Qiang led the transaction.

Paul Hastings has advised China Rongsheng Heavy Industrial Group Holdings Ltd (China Rongsheng), one of China’s largest heavy industries groups, in respect of securing a US$220 million syndicated loan from a consortium of banks led by Crédit Agricole Corporate and Investment Bank and guaranteed by the Import-Export Bank of China. The US dollar denominated loan is expected to be used to complement its working capital and manage its foreign exchange risks, as a significant volume of its orders are from overseas customers. Partners Raymond Li and Vivian Lam led the transaction.

Shook Lin & Bok’s Singapore office has acted for ARA Trust Management (Suntec) Ltd, manager of Suntec Real Estate Investment Trust (Suntec REIT), in respect of the establishment of a S$500 million (US$416.5m) multicurrency medium term note programme and the issue of S$150 million (US$125m) 3.1 per cent fixed rate notes due 2016 by HSBC Institutional Trust Services (Singapore) Ltd (as trustee of Suntec REIT) under the programme, and these are to be placed with institutional and/or accredited investors. Partners Liew Kai Zee and Marilyn See led the transaction.

Watson, Farley & Williams’ Singapore office has advised a syndicate of lenders led by The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore Branch as agent and Unicredit Bank AG Singapore Branch as security trustee, in respect of the financing of two long range product tankers acquired for US$92 million by FSL Trust Management Pte Ltd (FSL) from Torm Singapore Pte Ltd, a wholly owned subsidiary of Torm A/S. The two vessels were immediately leased back to the sellers for a base lease term of seven years. These latest acquisitions bring FSL’s fleet size to a total of 25 vessels and were funded by a US$515 million revolving credit facility provided by the lenders. The transaction was led by partner Goh Mei Lin.

WongPartnership has acted as transactional counsel to Tiger Airways Holdings Ltd in respect of its proposed subscription in PT Mandala Airlines. Partners Manoj Sandrasegara, Tan Mei Yen, Mark Choy, Kenneth Leong and Ameera Ashraf acted on the matter.

WongPartnership has acted for Resorts World Properties Pte Ltd, a wholly-owned subsidiary of integrated resorts development specialist Genting Singapore PLC, in respect of the S$146 million (US$121.6m) acquisition of Singapore Technologies Building, an investment grade freehold office development located near Resorts World Sentosa Singapore. Partner Tan Teck Howe acted on the matter.

Allen & Gledhill has also acted as Singapore counsel for Red Rewarding Ltd in respect of its proposal to privatise Time Watch Investments Ltd (Time Watch) by way of a voluntary delisting from the SGX-ST under Rule 1307 and Rule 1309 of the Listing Manual. Under the delisting, Red Rewarding Ltd will make an offer for all the issued shares of Time Watch. The transaction is valued at approximately S$101 million (US$83m). Partners Andrew M Lim and Christopher Koh led the transaction.

Amarchand Mangaldas has represented Bank of Tokyo Mitsubishi-UFJ Singapore and acted as lenders’ counsel for an ECB facility of US$200 million granted to Steel Authority of India Ltd. Partner Harry Chawla led the transaction.

AZB & Partners has advised Elephant Capital, investing through its entities, Tusk Investments Fund I and Elephant India Finance Private Ltd, in respect of its acquisition of equity shares aggregating to approximately seven per cent of the paid up capital of Air Works India (Engineering) Private Ltd. The transaction was completed on 5 July 2011 and was valued at approximately US$7.5 million. Partner Hardeep Sachdeva acted on the matter.

AZB & Partners has also acted as Indian counsel for Pfizer Inc in respect of the acquisition by Chester Holdings Sàrl (an affiliate of Kohlberg Kravis Roberts & Company) of the Capsugel business of Pfizer Inc, including a transfer of its entire shareholding in Capsugel Healthcare Ltd. The transaction was completed on 2 August 2011 and was valued at approximately US$2.4 billion. Partner Srinath Dasari acted on the matter.

Clayton Utz has advised Collins Foods, Australia’s largest KFC franchisee and Sizzler operator, in respect of its IPO and listing on the ASX on 5 August 2011. Partners Philip Kapp, David Stammers, Stuart Byrne and Alexander Schlosser led the transaction which represents Australia’s largest IPO of the year to date.

Clifford Chance has advised funds advised by private equity firm CVC Asia Pacific Ltd (CVC) in respect of the disposal of a 29.9 per cent stake in Hung Hing Printing Group Ltd (Hung Hing), a printing and packaging business listed on the HKSE, to Rengo Co, Ltd (Rengo). Following the sale, CVC will retain a 7.6 per cent stake in Hung Hing.
Rengo is a paper and packaging manufacturer listed on the Tokyo Stock Exchange. Partner Andrew Whan led the transaction.

Clifford Chance has also advised Ireland-based FLY Leasing Ltd (FLY) in respect of the purchase of a US$1.4 billion portfolio of 49 aircraft, leased to 23 airlines in 15 countries (including Europe and the Asia-Pacific region). The aircraft were previously managed by Global Aviation Asset Management, an Australian company. Upon completion of the transaction, FLY will have a portfolio of 109 aircraft. The transaction is subject to lender consent as well as other customary closing conditions and is expected to be completed in the fourth quarter of 2011. Partners Brian Hoffmann, Zarrar Zehgal and Jason Mendens led the transaction.

Clyde & Co has acted for LSE listed oilfield services contractor Lamprell plc (Lamprell) in respect of its US$ 336 million acquisition of Maritime Industrial Services Co Ltd Inc (MIS), an Oslo Stock Exchange listed Panamanian company. Lamprell is a contractor in the Arabian Gulf providing specialist engineering services to the oil and gas and renewables industry. MIS is a diversified engineering and contracting group providing a broad range of products and services to the oil, gas and energy sector. Partner Phil O’Riordan led the transaction whilst Ashurst acted as UK counsel to Lamprell on the acquisition and related rights issue. Freshfields acted for JP Morgan Cazenove as underwriters whilst Linklaters acted as advisers to the syndicate of banks.

Colin Ng & Partners has advised SGX listed China Print Power Group Ltd (CPP) in respect of its dual primary listing on the HKSE. CPP is engaged in printing books and manufacturing specialized products. For its public offer on the HKSE at an offer price of HK$1.48 (US$0.19) per share, CPP received approximately 100.9 times of the total number of 3.9 million public offer shares initially available under the HKSE listing plan. Net proceeds raised would be mainly used for the expansion of production capacity. Partners Tan Min-Li and Richard Tan led the transaction.

Colin Ng & Partners has also acted for investment holding company Golden Wang Holdings Pte Ltd (Golden Wang) in respect of a S$12.24 million (US$10m) acquisition of a 20 per cent controlling stake in Catalist-listed Progen Holdings Ltd (Progen) from its existing major shareholder. Progen’s main business is in the design, supply, installation and maintenance of air-conditioning and mechanical ventilation systems. Partner Gregory Chan advised on the transaction which was completed on 3 August 2011.

Freshfields Bruckhaus Deringer has advised China CITIC Bank Corporation Ltd in respect of its US$4 billion A and H-share rights issue. CITIC Bank priced the rights issue of Shanghai-listed A shares at RMB3.33 (US$0.52) each and HK$4.01 (US$0.51) each for Hong Kong-listed H shares. The proceeds would be used to strengthen its capital base. China International Capital Corporation and CITIC Securities are the joint global coordinators, the joint bookrunners and the joint lead underwriters. Partner Calvin Lai led the transaction.

Gilbert + Tobin has advised the Commonwealth Bank of Australia (CBA) as one of the principal financiers in respect of Pepper Australia Pty Ltd’s acquisition of the A$5 billion (US$5.14b) residential mortgage portfolio originated by GE Capital. The acquisition represents one of the largest whole loan sale transactions to occur in the Australian market. Partner Duncan McGrath led the transaction.

Hogan Lovells has advised Northumbrian Water Group plc in respect of the largest UK takeover of 2011. The £4.7 billion (US$7.6b) offer for Northumbrian Water Group by UK Water (2011) Ltd was announced on 2 August 2011. The board of Northumbrian Water has recommended an offer from UK Water, a vehicle owned by a consortium of three Hong Kong companies – Cheung Kong Infrastructure Holdings Ltd, Cheung Kong (Holdings) Ltd and the Li Ka Shing Foundation Ltd. Partner Steven Bryan led the transaction.

Khaitan & Co has advised India Infrastructure Fund (IIF) in respect of the acquisition of compulsorily convertible preference shares and equity shares in Caparo Energy (India) Ltd for approximately US$78 million. IIF is a SEBI-registered domestic venture capital fund managed by IDFC and focused on infrastructure with a corpus of INR38 billion (US$ 927m). IIF focuses on investing equity for the long-term in a diversified portfolio of infrastructure assets in India. Partner Vaishali Sharma led the transaction.

Khaitan & Co has also advised alternative asset management and financial services company The Blackstone Group in respect of its US$ 33 million investment in Financial Inclusion & Networks Operations Ltd, India (FINO). FINO is into developing technologies which enable financial institutions to serve the under-served and the unbanked sector. Partners Haigreve Khaitan and Zakir Merchant led the transaction.

Mayer Brown JSM has advised Cido Tanker Holding Co in respect of an agreement to sell 30 product tankers to Greenwich, Connecticut-based Diamond S Shipping in a transaction which would quadruple the size of the Diamond S fleet. The acquisition is subject to customary closing conditions and is being financed by a group of investors, including Diamond S’s founding investor First Reserve Corp, investor WL Ross & Co and China’s state-owned fund manager China Investment Corp, supplemented by debt financing by Nordea Bank Finland and DnB Nor Bank ASA. Partner Mark Uhrynuk led the transaction.

Rodyk has acted for Japan Airlines International Co Ltd and American Airlines Inc in respect of their Notification Application for Decision to the Competition Commission of Singapore (CCS) under s.44 of the Competition Act (Cap. 50B) with respect to their joint business agreement and alliance agreement. The CCS’ clearance decision allows both airlines as members of the oneworld alliance to implement the agreements in relation to Singapore, boosting their level of cooperation on the operation of transpacific routes between Singapore and United States via Japan. The CCS issued their official clearance on 7 April 2011. The transaction was led by partner Gerald Singham.

Rodyk has also acted for Norwegian Apply AS and its subsidiary Apply Leirvik AS in respect of the acquisition of 100 per cent shares in Aluminum Offshore Pte Ltd, Aluminium Structures Pte Ltd, Aluminium Technologies Sdn Bhd, and Aluminium Structures (NBD) Sdn Bhd (the AO Group of Companies) for US$85.7 million. In addition, the firm acted for Apply AS and Apply Leirvik AS in the establishment of Apply Aluminium Pte Ltd, a joint venture company, with the founders of the AO Group of Companies, and the establishment of Apply Leirvik International Pte Ltd as a wholly owned subsidiary of the JV company. Partner Gerald Singham also led the transaction.

Shook Lin & Bok’s Singapore office has advised JP Morgan (SEA) Ltd, the independent financial advisor to SGX-listed Kim Eng Holdings Ltd (Kim Eng), in respect of the acquisition by Mayban IB Holdings Sdn Bhd of Kim Eng for approximately S$1.79 billion (US$1.47b). Partners David Chong and Bethia Su advised on the transaction.

Simpson Thacher has represented Credit Suisse Securities (Hong Kong) Ltd and JP Morgan Securities Ltd, as initial purchasers, in respect of the US$751.1 million international offering of global depositary shares by Taiwan Stock Exchange listed China Steel Corporation, the only integrated steel maker and also the largest steel manufacturer in the Republic of China (Taiwan). The transaction represents the largest equity offering by a Taiwanese company this year to date. Partner Chris Lin led the transaction.

Watson, Farley & Williams’ Bangkok office has advised Cooper Standard Automotive Inc, a global supplier of systems and components for the automotive industry, in respect of the expansion of its existing joint ventures with Nishikawa Rubber Co Ltd, one of the largest automotive parts manufacturers in Thailand. The expansion of Cooper Standard’s JV partnership intends to broaden the company’s strategic global alliance plan and maximize production capabilities. Christopher Osborne led the transaction.

White & Case is representing Saudi Arabian Oil Company (Saudi Aramco) in respect of its joint venture with The Dow Chemical Company (Dow) to build and operate a US$20 billion global integrated chemicals complex in Jubail Industrial City, Saudi Arabia. Saudi Aramco and Dow recently announced that their respective boards of directors have approved the formation of the JV, to be named Sadara Chemical Company (Sadara). The complex to be built and operated by Sadara will be one of the largest integrated chemicals complexes in the world. Partners Wendell Maddrey, Steve Payne, Philip Stopford and Tom Bartlett are leading the transaction.

WongPartnership has acted as Singapore counsel for K-REIT Asia Management Ltd in respect of the acquisition of 50 per cent interest in Mirvac 8 Chifley Trust, which owns a property situated at 8 Chifley Square in the central business district of Sydney, Australia. Partner Low Kah Keong acted on the matter.

WongPartnership has also acted as Singapore counsel for a syndicate of 13 lenders, in respect of the US$400 million financing to PT Saptaindra Sejati, a subsidiary of Adaro Energy (Indonesia’s second largest thermal coal producer), for refinancing the borrower’s existing debts and capital expenditures. Partners Susan Wong and Choo Ai Leen acted on the matter.