Deals – 10 December 2014

Allen & Gledhill has also advised Rowsley Ltd in respect of the establishment of its S$500 million (US$379.5m) multicurrency medium term note programme. Partners Au Huey Ling, Ong Kangxin and Sunit Chhabra led the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised in respect of the financing of a 30 MW wind power project being developed by Renew Wind Energy (Rajasthan One) Private Ltd in Dangri Rajasthan. Partner Jatin Aneja and principal associate Anoop Rawat led the transaction which was valued at approximately INR141 crores (US$22.8m) and closed in September 2014.

Amarchand & Mangaldas & Suresh A Shroff & Co has also advised in respect of the execution of the project development agreement between SJVN’s SPV in Nepal and Investment Board of Nepal. Partner Jatin Aneja, principal associate Anoop Rawat and principal associate designate Prashansa Poddar led the transaction which was valued at approximately US$1 billion and closed in November 2014. Herbert Smith advised the Investment Board of Nepal.

Appleby has acted as Cayman counsel for KSL Holdings Ltd in respect of its listing on the Growth Enterprise Market Board of the HKSE on 5 December 2014, with gross proceeds of approximately HK$61.7 million (US$8m). KSL Holdings is principally engaged in the provision of engineering consulting, contracting and project management services in Hong Kong with a focus on geotechnical engineering works. KSL Holdings will use majority of the proceeds to develop its contracting business, to further strengthen its in-house engineering staff and to develop more efficient in-house computer programs. Hong Kong corporate partner Judy Lee led the transaction whilst Loong & Yeung advised as to Hong Kong law. TC & Co advised the sponsors and underwriters as to Hong Kong law.

Appleby has also acted as Cayman counsel for Yan Tat Group Holdings Ltd in respect of its listing on the Main Board of the HKSE on 8 December 2014, with gross proceeds of approximately HK$75 million (US$9.68m). Yan Tat is principally engaged in the production of quality printed circuit boards which meet the industry standards as well as the customers’ requirements. Majority of the proceeds from the offering will be used to expand production by renovating and acquiring machinery for its facility in Shenzhen. Hong Kong corporate partner Judy Lee also led the transaction whilst Li & Partners advised as to Hong Kong law and King & Wood Mallesons advised as to PRC law. DLA Piper and Jingtian & Gongcheng advised the sponsors and underwriters as to Hong Kong and PRC law, respectively.

Ashurst has advised BNP Paribas and CLSA as joint sponsors and global coordinators in respect of China Maple Leaf Education System’s HK$962 million (US$124m) IPO on the HKSE. China Maple Leaf Education Systems has become the first PRC-based international school operator listed on the HKSE. Founded in 1995, China Maple Leaf Education Systems operates over 30 schools ranging from pre-schools to high schools throughout China. Sequoia Capital is the pre-IPO investor while International Finance Corp, Edmond de Rothschild Asset Management and New China Asset Management are cornerstone investors. Hong Kong-based corporate partner Jonathan Hsui, assisted by partner Stuart Rubin on US securities law matters, led the transaction.

AZB & Partners has advised Alpha TC Holdings Pte Ltd and Tata Capital Growth Fund I, represented by Tata Capital Ltd, in respect of their acquisition of up to 17.36 percent equity shares, on a fully-diluted basis, of Standard Greases and Specialties Private Ltd. Partner Abhijit Joshi led the transaction which was valued at approximately US$20.8 million and was completed on 7 November 2014.

AZB & Partners has also advised ING Investment Management (India) Private Ltd (ING AMC) in respect of the transfer of (a) trusteeship, management and administration of the schemes of ING MF from ING AMC and Board of Trustees of ING MF to Birla Sun Life Asset Management Company Ltd (Birla AMC) and Birla TC, the asset management company and trustee company of Birla MF, and (b) right to manage the portfolio management accounts of ING AMC to Birla AMC. The transfer of schemes from ING MF to Birla MF was completed on 11 October 2014 whilst the transfer of portfolio management accounts from ING AMC to Birla AMC was completed on 20 October 2014. Partner Alka Nalavadi led the transaction.

Clifford Chance has advised Bangkok Bank, Kasikornbank and Standard Chartered as the joint lead managers in respect of the Kingdom of Thailand’s β76 billion (US$2.3b) inaugural government bond switching transaction. As part of its Public Debt Management Plan, the Kingdom of Thailand invited holders of LB155A bonds due May 2015 to exchange for four destination bonds with longer maturities, including LB176A due June 2017, LB191A due Jan 2019, LB21DA due Dec 2021 and amortising bonds LBA37DA due Dec 2037. Counsel Doungporn Prasertsomsuk, assisted by Hong Kong partner Matt Fairclough, led the transaction.

Clifford Chance has also advised Asian Development Bank (ADB) in respect of the sale of its entire 3.95 percent stake in Bank of Hangzhou to China Life Insurance Company Ltd, the largest commercial insurance group in China with assets exceeding RMB1 trillion (US$162b). Bank of Hangzhou is the third largest non-listed city commercial bank in China. The sale, which was conducted through a competitive auction process, completed at the end of October 2014. Corporate partner Terence Foo led the transaction.

Davis Polk is advising The Hongkong and Shanghai Banking Corp Ltd, Merrill Lynch Far East Ltd and another investment bank as joint placing agents in respect of the HK$1.72 billion (US$222m) placing of H shares by Huadian Fuxin Energy Corp Ltd, a leading diversified clean energy company in China primarily engaged in the development, management and operation of hydropower projects and coal-fired power plants in Fujian province and wind power and other clean energy projects throughout China. Huadian Fuxin’s H shares are listed and traded on the HKSE. Partners Paul Chow, Antony Dapiran and James C Lin led the transaction. Grandall was the joint placing agents’ PRC counsel.

Davis Polk has also advised DBS Bank Ltd, Morgan Stanley Asia (Singapore) Pte and another investment bank, as the arrangers and dealers, and Oversea-Chinese Banking Corp Ltd and The Hongkong and Shanghai Banking Corp Ltd, as dealers, in respect of the update of the S$8 billion (US$6b) global medium-term note program by SP PowerAssets Ltd, a wholly-owned subsidiary of Singapore Power Ltd, which is in turn wholly-owned by Temasek Holdings (Private) Ltd. It is the sole provider of electricity transmission and distribution services in Singapore and owns and maintains the electricity transmission and distribution network that delivers power to substantially all electricity consumers in Singapore. Corporate partner James C Lin and partner John D Paton led the transaction. SP PowerAssets was advised by Latham & Watkins as to US and English laws and Allen & Gledhill as to Singaporean law.

DLA Piper has acted for Sinopharm Group Company Ltd, China’s largest pharmaceutical company, in respect of the issuance of HK$5.5 billion (US$709.6m) new shares. The transaction is the third H share placement for Sinopharm since its HK$8 billion (US$1b) IPO in 2009. The placing closed on 01 December and saw approximately 198.8 million shares sold to six to ten non-retail investors at HK$28.40 (US$3.66) per share. Sinopharm will use the net proceeds of the issuance to aid the expansion of its pharmaceutical distribution and retail network as well as for working capital. Beijing office managing partner Dr Liu Wei led the transaction. Sullivan & Cromwell represented the placing agents, which included China International Capital Corp, UBS AG and Morgan Stanley.

ELP has represented Roxul-Rockwool Insulation India Pvt Ltd in respect of the challenge to the denial of grant of benefit, available by virtue of exemption notification issued under Central Excise Act 1944 (CEA), to a Special Economic Zone (SEZ) unit. The resulting decision is the first clear-cut pronouncement on issue of applicable rate of CVD at time of removal of goods from SEZ unit to DTA. Partners Naresh Thacker and Nishant Shah and associate partner Ranjeet Mahtani led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has assisted the underwriters in respect of Jababeka International BV’s US$190 million 7.5 percent guaranteed senior notes due 2019 which are unconditionally and irrevocably guaranteed by PT Kawasan Industri Jababeka Tbk and certain of its subsidiaries. Partner Erwandi Hendarta led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has also assisted Lembaga Penjamin Simpanan (LPS), Indonesia’s Deposit Insurance Corp, in respect of the acquisition of PT Bank Mutiara Tbk by J Trust Co Ltd. Bank Mutiara, which was previously known as Bank Century, was bailed out by the Indonesian government during the global financial crisis in 2008 and run by LPS. In a tender process, J Trust won the right to acquire Bank Mutiara. Partner Rambun Tjajo led the transaction.

Hunton & Williams has represented Japan Bank for International Cooperation (JBIC), Nippon Export and Investment Insurance (NEXI), and a group of commercial banks in respect of a US$4.369 billion senior secured project debt finance, letter of credit and working capital facilities to finance the construction and operation of Train 1 of a multi-train natural gas liquefaction and export facilities project on Quintana Island near Freeport, Texas. The Train 1 project will be constructed, operated and owned by Freeport LNG Expansion LP, Osaka Gas Co Ltd and Chubu Electric Power Co Inc. Osaka Gas and Chubu Electric, two of Japan’s largest utilities, will offtake and export the full capacity of the Train 1 LNG (liquefied natural gas) production under long term contracts. The Train 1 facilities are part of a planned three‐train LNG production and export facility being developed by Freeport LNG. The Train 1 debt and equity financing transactions closed and funded on 25 November 2014, concurrently with the Freeport LNG Train 2 debt and equity financing transactions. The transactions reportedly represent the largest fully non-recourse project construction financings to have ever occurred. JBIC is contributing 70 percent of the Train 1 project debt financing, with the remaining 30 percent being provided under NEXI insurance cover by Mizuho Bank Ltd, Sumitomo Mitsui Banking Corp, The Bank of Tokyo-Mitsubishi UFJ Ltd, Sumitomo Mitsui Trust Bank Ltd, Mitsubishi UFJ Trust and Banking Corp and ING Bank NV. Partner Raj Pande led the transaction.

J Sagar Associates has advised Intas Pharmaceuticals Ltd (IPL) in respect of the sale of 10.16 percent equity shares held by Mozart Ltd, a ChrysCapital fund in IPL, to Dunearn Investment Mauritius Pte Ltd, a Temasek fund. IPL is a leading, vertically integrated global pharmaceutical company from India, having end-to-end capabilities of formulation development, manufacturing and marketing along with backward integration of active pharmaceutical ingredients. Partners Nitin Potdar and Rinku Ambekar led the transaction. ChrysCapital was represented by Wadia Ghandy & Company Bangalore whilst Temasek was represented by Khaitan & Co Mumbai.

J Sagar Associates has also advised Nihon Nohyaku Co Ltd in respect of its acquisition of 74 percent equity shareholding in Hyderabad Chemical Ltd (HCL). The sale is proposed to be completed in the first quarter of 2015, subject to satisfaction of conditions precedent. HCL is engaged in the research, development, manufacturing and sale of agrochemical products in technical and formulation forms. Partner Vikram Raghani led the transaction.

K&L Gates has acted for Chishima Real Estate Co Ltd in respect of the leasing of a Boeing 737-NG to PT Garuda Indonesia. Chishima is an Osaka-based real estate company, traditionally focused on leasing land, parking lots and buildings as well as managing buildings, apartments, and shopping centres. The company expanded into aircraft leasing in 1985 and now owns 25 aircraft. This transaction is the very first Yen denominated rental aviation deal done in Indonesia and marks the first time Garuda has entered into an aircraft lease with Japanese Yen denominated rentals. Chishima is expected to enter additional contracts for B737-NGs in the future. Tokyo partner Robert Melson, supported by Tokyo partner Takahiro Kawaguchi, led the transaction.

Khaitan & Co has advised Robert Bosch GmBH and Bosch Ltd (India) in respect of the acquisition of 49 percent stake in Klenzaids Contamination Controls Ltd. The Bosch Group is a leading global supplier of technology and services. Its operations are divided into four business sectors: automotive technology, industrial technology, consumer goods, and energy and building technology. Associate partner Niren Patel, assisted by partner Adheesh Nargolkar, led the transaction.

Khaitan & Co has also advised Astral PolyTechnik Ltd in respect of the acquisition of 76 percent stake in Resinova Chemie Ltd for approximately US$34 million. Astral PolyTechnik is a listed company which manufactures and markets chlorinated polyvinyl chloride (CPVC) plumbing system. Partner Anand Mehta led the transaction.

Kirkland & Ellis has represented Citi and BAML, as joint sponsors, joint global coordinators and joint book-runners, in respect of the IPO and listing on the HKSE of Feiyu Technology International Company Ltd, a leading developer and operator of mobile and web games based in China. The total size of the global offering was approximately US$85 million, without taking into account any exercise of the over-allotment option. The listing took place on 5 December 2014. Capital markets partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Henry Cheng and Ben James led the transaction.

Luthra and Luthra Law Offices has advised ICICI Home Finance Company Ltd in respect of the issuance of secured redeemable senior bonds in the nature of non-convertible debentures for up to INR1,000 crores (US$161.7m) on a private placement basis. ICICI Home Finance, a part of ICICI Group, is one of the leaders in the Indian mortgage finance and realty space. Partner Piyush Mishra led the transaction.

Maples and Calder has acted as British Virgin Islands counsel to Huayi Finance I Ltd in respect of its issue of US$350 million 4 percent guaranteed notes due 2019. The notes are guaranteed by Huayi Group (Hong Kong) Ltd, a wholly-owned subsidiary of Shanghai Huayi (Group) Company. Deutsche Bank and ICBC International were the joint global coordinators and book-runners for the transaction. Other book-runners include DBS Bank Ltd, Morgan Stanley and UBS. Partner Jenny Nip led the transaction whilst Linklaters acted as English and Hong Kong counsel.

Norton Rose Fulbright has advised the Government of Pakistan in respect of the issue of its US$1 billion sukuk, almost ten years since its debut sukuk in 2005. This follows the Government of Pakistan’s conventional US$2 billion bond issue in April 2014, on which the firm also advised. Citigroup, Deutsche Bank, Dubai Islamic Bank and Standard Chartered acted as the deal book-runners. London debt capital markets partners Farmida Bi and Peter Young led the transaction.

Shook Lin & Bok is acting as Singapore counsel to Hong Kong-based Bluestar Elkem Investment Co Ltd, a division of the state-owned China National Chemical Corporation and one of the world’s leading companies for environment-friendly production of silicon, solar grade silicon, special alloys for the foundry industry, carbon products and microsilica, in respect of its proposed acquisition of the entire business of REC Solar ASA through a Luxembourg company for NOK4.34 billion (US$606m). REC Solar ASA is a leading global solar energy solutions provider headquartered in Norway and listed on the Oslo Stock Exchange with its production facility in Singapore. Partners Michelle Phang, Teo Mae Shaan and Chew Mei Choo are leading the transaction.

Shook Lin & Bok is also acting for EUN Holdings LLP, a special purpose vehicle incorporated in Delaware, USA and controlled by Columbia Capital V LLC and Columbia Capital Equity Partners V LP, in respect of its mandatory unconditional cash offer for all the issued ordinary shares in the capital of SGX-listed euNetworks Group Ltd which EUN Holdings and parties acting in concert with it do not own, at S$1.16 (US$0.88) per share. The transaction values euNetworks Group at over S$509 million (US$386.2m). Partners David Chong, Michelle Phang and Roy Goh are leading the transaction.

Simpson Thacher has represented Blackstone Tactical Opportunities in respect of its US$129 million investment in Australia’s National Lifestyle Villages (NVL), a greenfield developer of land-lease communities for over-45s and early retirees in Western Australia state. NVL communities have more than 1,800 residences that are home to about 2,700 people, with plans to increase to 3,100 homes and 4,600 people, as existing communities are completed over the next few years. Partner Anthony King led the transaction.

Simpson Thacher has also represented Alibaba Group Holding Ltd, the largest online and mobile commerce company in the world in terms of gross merchandise volume in 2013, in respect of its debut offering of US$8 billion aggregate principal amount of senior unsecured notes, consisting of US$300 million floating rate notes due 2017, US$1 billion 1.625 percent notes due 2017, US$2.25 billion 2.5 percent notes due 2019, US$1.5 billion 3.125 percent notes due 2021, US$2.25 billion 3.6 percent notes due 2024 and US$700 million 4.5 percent notes due 2034. The offering was conducted pursuant to Rule 144A and Regulation S. Morgan Stanley & Co International plc, Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, JP Morgan Securities LLC, Credit Suisse Securities (USA) LLC and Goldman Sachs (Asia) LLC acted as joint book-running managers for the offering. Alibaba Group intends to use the net proceeds of the offering, together with cash on hand, to repay its existing term facility. Hong Kong corporate partners Leiming Chen and Daniel Fertig and Palo Alto partners Bill Hinman, Daniel Webb and Katharine Moir led the transaction which reportedly is the largest corporate bond offering in Asia.

Sullivan & Cromwell is representing Goldman Sachs as the lead investor in respect of its definitive agreement to acquire newly issued Series D redeemable convertible preferred shares of Woowa Brothers Corp in a transaction valued at approximately US$40 million. Woowa Brothers is a South Korean startup that operates the country’s most popular food-delivery mobile service. Its “Baedal Minjok” or “Delivery Nation” service, which processed about 4 million food-delivery orders from 145,000 registered restaurants last month, has attracted attention from a number of domestic investors. Corporate partner Michael DeSombre (Hong Kong) and tax partner Eric Wang (London) are leading the transaction which was announced on 25 November 2014.

Troutman Sanders and Danish firm Plesner have represented the China-based Trayton Group in respect of securing a US$6.4 million arbitration award against luxury brand Georg Jensen A/S Denmark for the premature termination of their franchise agreement. The Danish Arbitration Tribunal ruled that Georg Jensen must pay GJ Investment (Hong Kong) Ltd, a Trayton franchise vehicle, damages for all losses sustained, plus interests and costs. Edward Epstein from Troutman Sanders and Frants Dalgaard-Knudsen from Plesner led the transaction.

WongPartnership is acting for Perennial China Retail Trust (PCRT) in respect of the voluntary conditional offer by Perennial Real Estate Holdings Ltd (PREHL), formerly known as St. James Holdings Ltd, for all the issued units in PCRT other than those already owned, controlled or agreed to be acquired by PREHL, its related corporations and their respective nominees. Joint managing partner Ng Wai King and partner Chan Sing Yee are leading the transaction.

WongPartnership has also acted for the syndicate of lenders in respect of the S$368 million (US$279.3m) financing to Harmony Convention Holding Pte Ltd to, inter alia, refinance the existing loan facility and general corporate funding needs. Partners Christy Lim, Carol Anne Tan and Tan Beng Lee led the transaction.