Allen & Gledhill has advised Guthrie GTS and Lee Kim Tah Holdings on the S$2.2 billion (US$1.57b) divestment of Jurong Point mall to Mercatus Cooperative, by way of seven inter-conditional sale and purchase agreements. The divestment also involved the transfer to Mercatus of all occupation agreements, building maintenance contracts, electricity contracts and various other property related agreements on completion. Partners Ho Kin San, Margaret Soh, Eudora Tan and Lim Chong Ying led the transaction.
Allen & Gledhill has also advised Modernland Realty, through its wholly-owned Singapore-incorporated subsidiary Modernland Overseas, on the issue of US$240 million 6.95 percent guaranteed senior notes due 2024. A portion of the proceeds of the notes will be used to redeem its existing 9.75 percent guaranteed senior notes due 2019. Partner Glenn Foo led the transaction.
AZB & Partners is advising Indiabulls Ventures on the acquisition of its approximately 38.9 million equity shares by Cinnamon Capital, which is owned by the Clermont Trust. Partner Rushabh Maniar is leading the transaction, which is valued at Rs2.2 billion (US$34m) and is yet to be completed.
AZB & Partners has also advised Max Ventures and Industries and Max Speciality Films on the acquisition by Toppan Printing Japan of 49 percent shares of Max Specialty Films. Partners Anil Kasturi and Nandita Govind led the transaction, which was valued at Rs2 billion (US$31m) and was completed on April 6, 2017.
Baker McKenzie has acted for Australia-listed Emeco Holdings on its recapitalisation and its merger with Andy’s Earthmovers and Orionstone which completed on March 31, 2017. The recapitalisation was undertaken by means of a court-sanctioned creditors’ scheme of arrangement under Section 411 of the Australian Corporations Act, in relation to Emeco’s US$280 million senior secured 2019 notes. This is only the second scheme of arrangement undertaken in relation to 144A notes by an Australian company and the first since 2003. Under the scheme, current noteholders received new senior secured 2022 notes for 80 percent of their debt, with the remaining 20 percent coming from equity in Emeco. Emeco also acquired Andy’s Earthmovers and Orionstone, with their shareholders receiving equity in Emeco and their secured creditors voluntarily exchanging their debt on the same 80 percent 2022 senior secured notes / 20 percent Emeco equity basis, as the Emeco noteholders under the scheme. Emeco also undertook an underwritten rights offer for A$20 million (US$15m) and entered into a new A$65 million (US$49m) revolving loan facility. A key aspect of the deal was obtaining recognition of the Australian scheme of arrangement under Chapter 15 of the US Bankruptcy Code, a first for an Australian issuer of high yield notes. Partner Bryan Paisley led the transaction. Gilbert + Tobin and Sullivan & Cromwell acted for the ad hoc committee of Emeco noteholders. King & Wood Mallesons acted for Orionstone while Ashurst acted for the Orionstone secured creditors. Madgwicks acted for Andy’s Earthmovers while Allens Linklaters acted for ANZ, a secured creditor of Andy’s Earthmovers. Clayton Utz acted for Bank of New York Mellon as the Emeco note trustee.
Baker McKenzie is also acting as Hong Kong counsel to HNA Holding Group on its pre-conditional voluntary general offer, through its wholly-owned Singapore-incorporated subsidiary, HNA Belt & Road Investments (Singapore), for all the issued and paid-up ordinary shares of CWT for S$1.4 billion (US$1b). The acquisition constitutes an extreme very substantial acquisition of HNA Holding under the Hong Kong Listing Rules. This acquisition is another milestone in HNA Holding’s strategy to becoming a leading diversified international investment company. CWT Group’s extensive logistics capabilities and advanced commodity trading and financial services platform will allow HNA Holding to simultaneously enter into logistics, engineering, financial services and commodity trading businesses, and have a presence across approximately 90 countries globally. HNA Holding is an investment holding company which engages in property investment, management and development, as well as the provision of recreation and tourism services. Incorporated in 1970 as a private arm of the Port of Singapore Authority to provide warehousing and container trucking services in support of the onset of container terminal operations, CWT is a leading provider of integrated logistics solutions with interests in logistics services, commodity marketing, financial services and engineering services. CWT Group is one of the largest owners and managers of warehouse and logistics real estate assets in Singapore. Partner Elsa Chan led the transaction.
Clifford Chance has advised Eco World International (EWI) on the international aspects of its US$580 million IPO in Malaysia. The deal secured two of Malaysia’s biggest institutional funds, the Employees Provident Fund and Permodalan Nasional, as cornerstone investors. The IPO was oversubscribed by more than eight times for the public portion. EWI is an international property developer focusing on property markets outside of Malaysia. It currently has four continuing projects (three in London and one in Australia), which it operates together with its subsidiaries and joint venture companies. Capital markets partner Raymond Tong, supported by partner Johannes Juette, led the transaction, which is the largest IPO in Malaysia since the listing of Malakoff in 2015, on which the firm also advised.
Clifford Chance has also advised the underwriters, Guotai Junan International, Goldman Sachs, Bank of America Merrill Lynch and Shanghai Pudong Development Bank International, and a group of 20 syndicate members on Guotai Junan Securities’ US$2.1 billion IPO in Hong Kong. Guotai Junan Securities is one of the leading Chinese securities houses. China co-managing partner Tim Wang, supported by partners Jean Thio and Virginia Lee, led the transaction.
Conyers Dill & Pearman has acted as Bermuda counsel to New York-listed Aircastle on its purchase and leaseback deal with easyJet for ten used Airbus A319-100 aircraft. Bermuda director Jason Piney, working alongside McCann FitzGerald (Ireland), led the transaction, which was completed on December 19, 2016.
Conyers Dill & Pearman has also acted as Cayman Islands counsel to UCAR Technology on its issuance of US$58 million senior secured notes due 2018. UCAR Technology provides online chauffeured car services through internet and mobile platforms. The company was founded in 2014 and is headquartered in Beijing, China. Wynne Lau, working alongside Minter Ellison, led the transaction.
Howse Williams Bowers has acted as Hong Kong counsel to Ample Capital as the sole sponsor and Ample Orient Capital as the sole global coordinator and joint book-runner on the HK$104 million (US$13.4m) listing of the shares of Milestone Builder Holdings in Hong Kong. The shares commenced trading on April 7, 2017. Milestone is a long-established main contractor and subcontractor in Hong Kong that provides building construction services, alteration, addition, fitting-out works and building services and repair and restoration of historic buildings. Partners Brian Ho and Denise Che led the transaction.
Khaitan & Co has advised Devarshi Commercials and other promoters of Reliance Industries on the restructuring of promoter holding by inter-se transfers among promoter group entities. This involved the transfer of approximately 1.18 billion equity shares, representing approximately 36.28 percent of the share capital of Reliance Industries, among the existing promoter group entities for approximately Rs1.5 trillion (US$23.2b). Executive director Sudhir Bassi and partners Haigreve Khaitan, Arindam Ghosh and Abhishek Sinha led the transaction, which is the largest inter-se promoter transfer of a listed company.
Khaitan & Co has also advised the Dalmia group on the acquisition of a 26 percent stake in Religare Health Insurance. The Dalmia Group is acquiring the stake as part of the consortium of investors that is acquiring an approximately 80 percent stake in Religare from Religare Enterprises for approximately US$161 million. Other members of the consortium include True North Group and Faering Capital. The Dalmia Bharat Group is engaged in cement, sugar, thermal power and other businesses. Partner Bharat Anand, assisted by partner Anuj Sah, led the transaction.
Maples and Calder has acted as Cayman Islands counsel to Man Shing Global Holdings, a provider of environmental cleaning solutions in Hong Kong, on its listing of 150 million shares in Hong Kong. The shares are offered at HK$0.32 (US$0.041) each and the offering raised approximately HK$48 million (US$6.2m). Partner Derrick Kan led the transaction, while Keith Lam Lau & Chan acted as Hong Kong counsel. Troutman Sanders acted as Hong Kong counsel to Changjiang Corporate Finance and Changjiang Securities Holding as the underwriters.
Maples and Calder has also acted as Cayman Islands counsel to Asia Grocery Distribution, a food and beverage grocery distributor in Hong Kong, on its listing of 280 million shares by way of a share offer in Hong Kong. The shares are offered at HK$0.23 (US$0.029) each and the offering will raise approximately HK$64.4 million (US$8.3m). Partner Richard Spooner led the transaction, while Deacons acted as Hong Kong counsel. PC Woo & Co acted as Hong Kong counsel to the sole sponsor, South China Capital, and the underwriter.
Rajah & Tann Singapore has advised Assurity Trusted Solutions on contracts relating to the National Authentication Framework in Singapore, a nationwide authentication infrastructure providing Factor Authentication 2 services for multiple services. Partner Lionel Tan led the transaction.
Simpson Thacher has represented the underwriters, led by joint global coordinators Nomura Securities, Morgan Stanley and UBS, on Sushiro Global Holdings’ ¥68.8 billion (US$634.8m) IPO in Tokyo, including a Rule 144A and Regulation S international offering to institutional investors. Sushiro Global Holdings operates Sushiro, the leading brand of value kaiten (conveyor belt) sushi restaurants in Japan, with 451 domestic locations as of December 31, 2016. Partner Alan Cannon led the transaction.
Simpson Thacher is also representing KKR on its pending investments in Masan Group and its branded meat platform, Masan Nutri-Science, which are comprised of a US$100 million purchase of secondary shares of Masan Group from independent Danish private equity company PENM Partners and a US$150 million primary investment in Masan Nutri-Science for a 7.5 percent stake. Masan Group is one of Vietnam’s largest private sector companies, whose member companies and associates are industry leaders in meat, packaged food and beverage, resources and financial services. Its subsidiary, Masan Nutri-Science, is Vietnam’s largest fully integrated (feed-farm-food business model) branded meat platform. The firm previously represented KKR in its US$359 million investment in and subsequent exit from Masan Consumer, another subsidiary of Masan Group. Partner Ian Ho is leading the transaction.
Skadden is representing Tahoe Investment Group on a US$150 million definitive merger agreement with Nasdaq-listed Alliance HealthCare Services, which would result in Alliance HealthCare going private. Partner Peter Huang is leading the transaction, which was announced on April 11, 2017 and is yet to be completed.
Skadden is also advising The Japan Atomic Power Company, a Japanese nuclear power construction, development and operating company, on its partnership with Exelon Generation to establish joint venture company JExel Nuclear. The JV company will license and deploy the Exelon Nuclear Management Model in major nuclear power projects around the world. The first client for the JV is Horizon Nuclear Power, a Hitachi-owned company in the UK currently developing two advanced nuclear reactors at the Wylfa Newydd site in Wales. Tokyo partner Mitsuhiro Kamiya is leading the transaction, which was announced on April 13, 2017.
