Deals – 10 May 2012

Allen & Gledhill has also advised Ascendas Fund Management (S) Ltd, as manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of its issue of ¥10 billion (US$125.5m) 2.55 per cent notes due 2024. The notes were issued on 23 April 2012 under the S$1 billion (US$799.6m) multicurrency medium term note programme established by A-REIT on 20 March 2009. Deutsche Bank AG London Branch acted as dealer for the notes. Partner Daselin Ang.

Amarchand & Mangaldas has advised Adhunik Metaliks Ltd (AML) and the other corporate sellers and promoters in respect of the sale of their 88 percent shareholding in the company. Nagpur Automotive Industries Private Ltd (Nagpur Automotive) has acquired 100 percent stake in AML’s forging subsidiary Neepaz for INR 230 crores (US$42.7m). The transaction is in line with Adhunik Group’s overall strategy to divest its non-core assets and focus on its core businesses. Partner Kalpataru Tripathy led the transaction which closed on 27 April 2012. Desai Diwanji advised Nagpur Automotive.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised the Indian promoters of XLR Capital (Cyprus) Ltd (XLR) in respect of the acquisition of the majority stake of Netherlands-based joint venture company Ethiopotash BV by Yara Nederland BV from existing shareholders, Indian company Seftech Phosphate Private Ltd and XLR (Cyprus-based company with Indian promoters). The transaction consisted of the transfer of 17.22 percent shares held by Seftech Phosphate Ltd to XLR, as per the terms of the original shareholders agreement; transfer of 8.33 percent shares held by Seftech Phosphate Ltd to Yara Nederland BV; and transfer of 25.55 percent shares held by XLR to Yara Nederland BV. XLR acquired 17.22 percent shares of Ethiopotash from Seftech for approximately US$11 million whilst Yara acquired 34.33 percent shares of Ethiopotash from XLR and Seftech for approximately US$30.76 million. Post closing, Yara will hold 51 percent and XLR will hold 49 percent in Ethiopotash. Partner Shailaja Lall led the transaction which closed on 4 May 2012.

AZB & Partners has advised Mizuho Corporate Bank Ltd in respect of the asset backed securitisation of receivables generated through commercial vehicle loans originated by Shriram Transport Finance Company Ltd. The PTCs (private trust companies) issued by IDBI Trusteeship Services Ltd, acting as the trustee, have been purchased by Mizuho Corporate Bank Ltd. Partners Kalpana Merchant and Ashwin Ramanathan led the transaction which was completed on 15 March 2012 and was valued at approximately US$30 million.

Baker & McKenzie has represented Bangkok Airways in respect of litigation before Thailand’s Central Tax Court regarding a THB117 million (US$3.76m) house and land tax assessment imposed on its property fund by the Koh Samui Municipality. The Court fully dismissed the tax assessment and ordered the Municipality to return contested tax payments, plus statutory interest, to the airline. The case represents the first instance that a municipal government has assessed a house and land tax based on a property fund arrangement using a lease agreement as a financing mechanism. Partner Peerapan Tungsuwan with partner Chinawat Assavapokee led the transaction.

Baker & McKenzie has also acted as sole external legal advisor for Morgan Stanley in respect of Malaysia’s state-owned oil and gas company Petronas’ A$540 million (US$543.4m) block trade of its 17.3 percent stake in APA Group, Australia’s largest natural gas infrastructure business. Partners Craig Andrade and Andrew Reilly led the transaction.

Clayton Utz has advised a consortium of seven domestic and international banks in respect of the refinancing of $A1.9 billion (US$1.91b) in senior debt facilities to Investa Property Trust. Australia’s big four banks contributed A$1.6 billion (US$1.61b) in funding, with an additional A$300 million (US$301.9m) committed by Bank of China, BOS International and Credit Agricole. Partner Kathy Santikos led the transaction.

Clayton Utz has also advised ASX-listed Asciano subsidiary Patrick Stevedores (Patrick) in respect of agreements with Sydney Ports Corporation for the development and expansion of Patrick’s existing container terminal at Port Botany. Under the terms of the agreement, Patrick will expand its footprint at Port Botany by 39 percent through the development of an integrated container terminal which will more than double Patrick’s total capacity to 2.5 million twenty-foot equivalent units (TEU) per annum. Partner Nikki Robinson with partner Claire Smith led the transaction.

Clifford Chance has advised global private markets investment manager Partners Group in respect of the acquisition of Trimco International Holdings Ltd, a global provider of garment label solutions to the garment manufacturing industry, on behalf of its clients. The acquisition, which was completed on 25 April 2012, was structured as a leveraged buyout, with the founder and senior management team of Trimco reinvesting a significant portion of their sale proceeds into the new company. Concurrently with the transaction, Trimco was negotiating a bolt-on acquisition of a UK-based international label solution provider, which completed shortly after the principal transaction closed and was funded as part of that transaction. Partner Simon Cooke with partner Peter Kilner led the transaction. Paul Hastings, led by partner Brett W King, advised Chinatrust Commercial Bank Ltd as mandated lead arranger.

Clifford Chance has also advised Euronext Paris listed Ciments Français in respect of the sale of its 100 percent stake in Shaanxi Fuping Cement Company Ltd (Fuping Cement) to a subsidiary of HKSE listed West China Cement Ltd (WCC) for RMB504 million (US$80m) and its simultaneous investment in WCC. The consideration for the sale will be satisfied by the issue of shares in WCC which would give Ciments Francais a 6.25 percent stake in WCC. Completion is conditional upon the obtaining of PRC regulatory approvals. Partner Terence Foo with partner Neeraj Budhwani led the transaction.

Davis Polk is advising TPG Rave Holdings LP (TPG Rave), an affiliate of TPG, in respect of its investment in HKSE-listed China Ruifeng Galaxy Renewable Energy Holdings Ltd (China Ruifeng). TPG Rave and Diamond Era Holdings Ltd, a substantial shareholder of China Ruifeng, have agreed to respectively subscribe for 8 percent convertible bonds due 2017 and warrants issued by China Ruifeng, with TPG Rave subscribing for an aggregate principal amount of US$60 million of bonds and warrants with an exercise value of US$15 million. The proceeds from the transaction will be used to increase China Ruifeng’s indirect holding in Hebei Hongsong Wind Power Co Ltd to no less than 51 percent. The transaction is subject to a number of conditions, including shareholders and regulatory approval. The advisory team includes partners Paul Chow and Mark J Lehmkuhler.

Fried, Frank, Harris, Shriver & Jacobson has represented NASDAQ listed Perry Ellis International Inc in respect of its joint venture with HKSE listed China Outfitters Holdings Ltd to develop the Manhattan® brand in China, Hong Kong and Macau. The transaction was led by partners Victoria Lloyd and Joshua Wechsler.

Fried, Frank, Harris, Shriver & Jacobson has also represented Merrill Lynch Far East Ltd and Morgan Stanley & Co International plc, as placing agents, in respect of secondary placements of H shares in Bank of China Ltd and China Construction Bank Corporation by Temasek for total aggregate proceeds of approximately US$2.48 billion. The H shares of Bank of China Ltd and China Construction Bank Corporation are listed on the HKSE. Partners Joshua Wechsler, Joshua Coleman and Carolyn Sng led the transaction.

Hogan Lovells has advised Qatar’s largest investment bank QInvest in respect of the acquisition by way of joint venture of a 60 percent stake in the investment banking, asset management and brokerage business of EFG Hermes. The deal represents one of the Middle East’s largest M&A deals this year. Subject to regulatory approval in several jurisdictions and EFG Hermes shareholder approval, QInvest will take 60 percent ownership in a joint venture with EFG Hermes, the leading investment bank in the Arab world with operations throughout the Middle East, by way of a US$250 million capital injection. The joint venture aims to create a leading investment bank with operations in the Arab world and beyond, comprehensively covering the Middle East, Africa, Turkey and South and South East Asia. Partner Nick Parden led the transaction which was announced on 4 May 2012.

Hogan Lovells Lee & Lee has advised Trafigura Pte Ltd (Trafigura) in respect of its equity investment of up to US$130 million in Nagarjuna Oil Corporation Ltd’s (NOCL) oil refinery, currently under construction in Cuddalore in the southern Indian state of Tamil Nadu. In addition to acquiring an equity stake, Trafigura will invest a further US$120 million into the construction of extensive storage facilities and associated infrastructure at the refinery’s 2,500 acre site. Other investors in NOCL include TIDCO, a Government of Tamil Nadu controlled enterprise, and Tata Petrodyne, a Tata Industries subsidiary. Commissioning work at the refinery is expected to start this year with commercial operations scheduled to begin during the first half of 2013. Partner Stephanie Keen led the transaction.

Khaitan & Co has advised OCS Group Singapore PTE Ltd in respect of the acquisition of a majority stake in Absotherm Facility Management Private Ltd. OCS Group is one of the largest international family-owned international facilities services group headquartered in the UK. Nearly half of its global employee strength is currently drawn from different countries in Asia led by Thailand. Partner Rajat Mukherjee led the transaction.

Khaitan & Co has also advised Advent International Corporation USA in respect of the acquisition of a stake in Quality Care India Ltd for approximately US$105 million. Advent International Corporation is a global private equity firm focused on selective growth capital investments in Western and Central Europe, North America, Latin America and Asia and is active in industrial, healthcare, retail and leisure, TMT and business and financial services. Partners Haigreve Khaitan and Bhavik Narsana led the transaction.

Maples and Calder has acted as Cayman Islands legal counsel in respect of the establishment, whilst Rajah and Tann led in respect of the formation, of TCM Asia Opportunities (US Feeder) Fund Ltd (Fund), which serves as a feeder fund to TCM Asia Opportunities Master Fund Ltd (Master Fund) to admit US investors. The Fund’s investment objective is to achieve long term absolute returns, sustained by capital appreciation and income, with a focus on capital preservation, by investing in markets and securities in the Asia Pacific region. As at launch of the Fund, the Master Fund’s total assets amounted to approximately US$390 million. Partner Nick Harrold led the transaction whilst Bingham McCutchen acted as US counsel.

Maples and Calder has also acted as BVI counsel to China Merchants Finance Ltd in respect of its issuance of US$500 million 5 percent notes due 2022 guaranteed by China Merchants Holdings (International) Company Ltd and listed on the HKSE. The sole global coordinator was BofA Merrill Lynch whilst BofA Merrill Lynch, Deutsche Bank, Standard Chartered, Bank of China (Hong Kong) Ltd, ING and Mitsubishi UFJ Securities acted as joint book-runners and joint lead managers. Partner Jenny Nip led the transaction whilst Linklaters, led by partner William Liu, acted as Hong Kong counsel to the issuer and guarantor. Clifford Chance, led by partner Matt Fairclough, acted as Hong Kong counsel to the joint book-runners and joint lead managers.

Shook Lin & Bok has acted for Oversea-Chinese Banking Corporation Ltd as the issue manager, underwriter and placement agent in respect of the listing and IPO of Global Premium Hotels Pte Ltd, the hotel business arm of SGX-listed property company Fragrance Group Ltd, on the SGX to raise aggregate gross proceeds of S$117 million (US$93.4m). Partner Teo Yi Jing led the transaction.

Skadden is representing China XD Electric Co Ltd in respect of its joint venture with General Electric Company’s Digital Energy business to deliver a full line of electric transmission, distribution and grid automation solutions to customers around the world. China XD is the world’s premier supplier of smart grid primary equipment and a Chinese state-controlled conglomerate listed on the Shanghai Stock Exchange. GE’s Digital Energy Business is a supplier of smart grid secondary equipment. Partners Gregory Miao and Daniel Dusek led the transaction whilst Haiwen & Partners, led by Jiping Zhang and Liping Li, served as PRC counsel. Weil, Gotshal & Manges, led by Steven Xiang, represented General Electric.

Sullivan & Cromwell has represented Collective Brands Inc in respect of its approximately US$2 billion acquisition by a consortium including Wolverine Worldwide, Blum Capital Partners and Golden Gate Capital. The deal was announced 1 May 2012. The advisory team included partners Frank Aquila, Melissa Sawyer, Neal McKnight, Matthew Friestedt and Ronald Creamer Jr.

Sullivan & Cromwell has also represented Gildan Activewear Inc (Canada) in respect of its US$88 million acquisition of Anvil Holdings Inc (US). Partners Brian Hamilton, David Spitzer and Ronald Creamer Jr led the transaction which was announced on 3 May 2012.

Weil, Gotshal & Manges has represented Lion Capital (Lion) as the selling sponsor in respect of the agreement between Bright Food (Group) Co Ltd (Bright Food), one of China’s largest food groups, and funds advised by Lion whereby Bright Food will acquire 60 percent of the share capital of The Weetabix Food Company (Weetabix) for £1.2 billion (US$1.9b), including company shares and debt. The remaining 40 percent of the shares will continue to be held by Lion and management. Completion of the transaction is expected in the second half of 2012, subject to regulatory and government approvals in China as well as certain anti-trust approvals.

WongPartnership has acted for Ascendas Pte Ltd in respect of its issue of S$300 million (US$240m) 4.75 percent perpetual capital securities. DBS Bank Ltd, Citigroup Global Markets and Credit Suisse (Singapore) Ltd were joint lead managers and bookrunners. DBS Bank Ltd was also the sole global coordinator. Partners Hui Choon Yuen and Goh Gin Nee acted on the matter.

WongPartnership has also acted for Sincere Holdings Ltd in respect of the sale of the entire shareholding in the capital of Sincere Watch Ltd to Be Bright Ltd. Partners Chan Sing Yee and Kenneth Leo led the transaction.