Deals – 31 October 2013

Amarchand & Mangaldas & Suresh A Shroff & Co has also advised Air India Ltd in respect of the US$190 million bridge loan facility from Deutsche Bank for the acquisition of two Boeing 787 aircrafts. Deutsche Bank Singapore acted as the lender, facility agent and mandated lead arranger on this deal and, along with Deutsche Bank India, as security agents. The drawdown was on 1 October 2013. Partner Tushar Mavani led the transaction. Hogan Lovells International was the international counsel to Deutsche Bank.

AZB & Partners has advised Qualcomm Incorporated, Qualcomm Asia Pacific Pte Ltd (QAPPL) and their Indian subsidiaries, composed of Wireless Business Services Private Ltd (WBSPL), Wireless Broadband Business Services (Delhi) Private Ltd (WBBS Delhi), Wireless Broadband Business Services (Haryana) Private Ltd (WBBS Haryana) and Wireless Broadband Business Services (Kerala) Private Ltd (WBBS Kerala), in respect of the acquisition by Bharti Airtel Ltd of QAPPL’s entire balance equity stake in WBSPL by way of purchase by Bharti of the equity shares held by QAPPL in WBSPL. Partner Ashwin Ramanathan led the transaction, the fourth tranche of which was completed on 15 October 2013.

AZB & Partners is also advising International Finance Corporation, an international organisation established by Articles of Agreement among its member countries, including the Republic of India, in respect of its acquisition of approximately 10 percent of the share capital of Sustainable Agro-commercial Finance Ltd, a non-deposit accepting NBFC incorporated under the laws of India, over two tranches for approximately INR120 million (US$1.95m). The shareholders agreement was signed on 31 May 2013. The first tranche was completed on 28 August 2013 whilst the second tranche is yet to be completed. Partner Gautam Saha is leading the transaction.

Davis Polk has advised Morgan Stanley & Co International plc as arranger and initial dealer in respect of the establishment of a US$3 billion global medium-term note program by Bangkok Bank Public Company Ltd. Following the establishment of the GMTN program, the firm advised Morgan Stanley as the sole lead manager and dealer in respect of a drawdown under the program consisting of a Rule 144A/Regulation S offering by Bangkok Bank, acting through its Hong Kong branch, of US$500 million 3.3 percent senior notes due 2018 andUS$500 million 5 percent senior notes due 2023. Bangkok Bank is the largest commercial bank in Thailand by total assets and is one of the leading commercial banks in Southeast Asia. Partners Mark J Lehmkuhler, Paul Chow and John D Paton led the transaction. Bangkok Bank was advised by Clifford Chance as to Thailand and Hong Kong laws.

Desai & Diwanji has advised State Bank of India Corporate Accounts Group Branch in respect of the US$1.46 billion secured loan granted to Hindalco Industries Ltd, a company incorporated in India and listed on both BSE and NSE. Hindalco Industries is primarily engaged in the business of aluminium rolling and production of primary aluminium. The proceeds of the loan will be used to refinance the high cost debt granted by existing lenders of an aluminium smelter project at Lapanga, Odisha and to fund capital expenditure. Partner Parth Sharma led the transaction.

Desai & Diwanji  has also advised  State Bank of India (Bhubaneswar) as the lead bank, Canara Bank and Axis Bank Ltd in respect of the US$800 million syndicated loan granted to Utkal Alumina International Ltd, a company incorporated in India. Utkal Alumina is a wholly owned subsidiary of Hindalco Industries Ltd, a company incorporated in India and listed on both BSE and NSE. Utkal Alumina is primarily engaged in the business of bauxite mining and alumina refining. The proceeds of the loan will be used to refinance the high cost debt granted by existing lenders of 1.5MTPA alumina refinery and bauxite mining project at Odisha. Partner Parth Sharma also piloted the transaction.

Herbert Smith Freehills has advised Virgin Australia Holdings Ltd in respect of its US$797.2 million enhanced equipment note offering, the first of its kind in the Asia Pacific, which closed on 22 October 2013. The enhanced equipment notes offering structure is a form of aircraft financing commonly used by US airlines known as enhanced equipment trust certificates (EETC). The deal is backed by an existing fleet of 24 aircraft operated by Virgin Australia. Proceeds will be used to repay existing financing facilities and for general corporate purposes. ASX-listed Virgin Australia is one of two principal air carriers in Australia. Goldman Sachs acted as sole structuring agent and lead book-runner, together with Credit Agricole Securities and Natixis as joint book-runners on the transaction. Partners John Angus and Rod Howell, supported by partners Matthew Fitzgerald, Amanda Wales, Mark Clifton and Siddhartha Sivaramakrishnan and Greenwoods & Freehills director Andy Hirst, led the transaction.

Herbert Smith Freehills has also advised Goldman Sachs (Asia) LLC as the placing agent in respect of a US$294 million private placement of new H-shares in Chinese railway power equipment maker Zhuzhou CSR Times Electric Company Ltd. Proceeds from the shares placement will be used to buy raw materials and machinery. Based in Zhuzhou, Hunan, Zhuzhou CSR Times engages in the research, development, design, manufacture and sale of mass transit electric driver converter and control systems in China. Partners Matt Emsley and Kevin Roy spearheaded the transaction.

Hogan Lovells has advised CLSA Ltd and CITIC Securities Corporate Finance (HK) Ltd as the joint placing agents in respect of a placement of 115 million existing shares in HKSE-listed Trigiant Group Ltd for approximately HK$362.3 million (US$46.7m). In addition, the same number of new shares was issued to its controlling shareholder Trigiant Investments Ltd. Trigiant is one of the leading PRC manufacturers engaged in research, development and sales of cable series, new-type electronic components and other accessories for use in mobile communications and telecommunications equipment. Partner Terence Lau piloted the transaction.

J Sagar Associates has advised Petronas Lubricants International Malaysia, the lubricants manufacturing and marketing arm of Malaysia’s national oil and gas company Petronas, in respect of investing US$50 million in a lubricant oil blending plant near Mumbai, its first in India. A joint land lease agreement has been signed with Maharashtra Industrial Development Corporation to build a lubricant oil blending plant of 60 kilo tonnes per annum capacity. The plant will be constructed on 25 acres of industrial land in Patalganga, near Mumbai, in a phased approach. Partners Nitin Potdar and Rinku Ambekar spearheaded the transaction.

J Sagar Associates has also advised Celfrost Innovations Private Ltd in respect of the acquisition of its commercial refrigeration and foodservice products business by Middleby Commercial Food Innovations Private Ltd, an Indian subsidiary of US based-The Middleby Corporation. Celfrost is recognized in India as a preferred commercial foodservice equipment supplier with a broad line of cold side products. Partners Upendra Nath Sharma and Nitesh Bhasin led the transaction. The Middleby Corporation was advised by Skadden, Arps, Slate, Meagher & Flom Illinois and Luthra & Luthra New Delhi.

Khaitan & Co has advised Blue Dart Express Ltd in respect of the issuance of unsecured, redeemable, non-convertible, fully paid up debentures by way of bonus for US$55 million. Blue Dart Express Ltd is South Asia’s premier courier and integrated express package distribution company. Executive director Sudhir Bassi led the transaction.

Khaitan & Co has also advised Tata Capital Innovations Fund in respect of its investment in Mitra Biotech Pvt Ltd. The Tata Capital Innovations Fund was established in July 2010 and aims to invest US$4 million to US$10 million in early/growth stage companies with technology led innovations across IT/ITeS and clean tech sectors. Partner Siddharth Shah spearheaded the transaction.

Minter Ellison has advised FKP Property Group in respect of a ‘low doc’ underwritten A$232 million (US$220.3m) accelerated non-renounceable pro-rated entitlement offer of stapled securities to its existing shareholders. For 30 years, FKP has been one of Australia’s leading diversified property and investment companies. The capital raise is a key plank of its strategy to reposition FKP as the leading pure play retirement vehicle listed on the ASX. The net proceeds will be used to de-lever and extinguish short-term debt maturities, thereby improving FKP’s capital position. Goldman Sachs Australia Pty Ltd acted as the lead manager and underwriter of the entitlement offer. Partners Gary Goldman and Daniel Scotti led the transaction. Herbert Smith Freehills acted as Australian adviser to Goldman Sachs Australia Pty Ltd.

Orrick, Herrington & Sutcliffe is advising NASDAQ-listed Pactera Technology International Ltd, a global consulting and technology services provider headquartered in China, in respect of its US$625 million acquisition by a consortium led by Blackstone Group LP. Upon completion of the acquisition, the shareholders of Pactera will receive US$7.30 per common share. Immediately following completion of the transaction, Pactera will be owned by Blackstone, certain members of Pactera’s management comprising: Chris Chen, Pactera’s non-executive chairman and Tiak Koon Loh, Pactera’s chief executive officer and several other senior managers, as well as GGV Capital and its affiliates. The transaction is subject to various closing conditions, including approval by an affirmative vote of shareholders representing two-thirds or more of the shares. Partners Jeffrey Sun and Richard Vernon Smith are leading the transaction.

Rahmat Lim & Partners has advised Kohlberg Kravis Roberts & Co LP (KKR), through OAS Investments Ltd (OAS), in respect of the acquisition of a substantial minority equity stake in Weststar Aviation Services Sdn Bhd for approximately US$200 million. OAS is a special purpose investment entity formed by KKR Asia Fund II LP Co, which in turn is the investment fund managed by KKR. This is the first investment in Malaysia by KKR. Partners Chia Chee Hoong and Ong Boo Seng led the transaction.

Sullivan & Cromwell is representing Nomura International (Hong Kong) Ltd as the financial adviser to Yue Xiu Enterprises (Holdings) Ltd in respect of its approximately US$1.5 billion acquisition of HKSE-listed Chong Hing Bank Ltd using an innovative partial offer structure. In addition, the firm has also acted for Nomura, Mega Bank, Bank of Taiwan and DBS Bank as the mandated lead arrangers and Bank of Taiwan as the facility agent in respect of a US$905 million bridge loan facility agreement to finance the acquisition. The transaction was announced on 25 October 2013 and completion is subject to receipt of regulatory and shareholders’ approvals. Kay Ian Ng, Gwen Wong and William Chua led the transaction.

WongPartnership is acting for OKH Global in respect of the proposed divestment of two of the company’s subsidiaries, Guangzhou Sinobest Information Technology Ltd and Sinobest Technologies (HK) Ltd, by way of capital reduction. Partner Chan Sing Yee is leading the transaction.

WongPartnership is also acting for Rex International in respect of the private share placement of up to 70 million new shares. Partner Pong Chen Yih led the transaction.