Deals – 10 October 2013

Allen & Gledhill has also advised CIMB Bank Berhad Singapore Branch in respect of a US$150 million facility agreement for a revolving credit facility to Mapletree China Opportunity Fund II Pte Ltd, a fund managed by Mapletree Real Estate Advisors Pte Ltd. The proceeds of the facility are to be applied towards financing the equity contributions of the fund in its acquisition and/or development of investments in real estate. Partner Lim Wei Ting also led the transaction.

Allens has advised Rio Tinto in respect of its agreement to sell its interest in the Blair Athol mine, which is owned by the Blair Athol Coal Joint Venture (BACJV) and managed by Rio Tinto Coal Australia. Located 24 kilometres north-west of Clermont in Queensland’s Bowen Basin region, the Blair Atholcoal mine has been inactive since the BACJV ceased mining there in November 2012 after 30 years of operation. Under the deal, BACJV has entered into a conditional sale and purchase agreement with New Emerald Coal Ltd (NEC), a subsidiary of ASX-listed Linc Energy Ltd (Linc). The transaction will result in the transfer of the mining tenure, certain on-site assets and infrastructure and environmental obligations. According to the terms of the sale, BACJV will make an agreed financial contribution towards the rehabilitation obligations being assumed by NEC. Linc has announced that it will re-open the mine once the acquisition becomes unconditional and the tenure has been transferred. Partner Erin Feros led the transaction.

Appleby has acted as Cayman counsel for China Ludao Technology Company Ltd in respect of its listing on the Main Board of the HKSE on 11 October 2013, with gross proceeds of approximately HK$89 million (US$11.48m). The Group will use more than half of the net proceeds from the offering for increasing its production capacity by constructing a new production plant, while almost a quarter will be used for expansion of its domestic distribution channels and increasing penetration in second- and third-tier cities in eastern and central China. The remainder will be used to launch advertising campaigns, as well as for working capital and other general corporate purposes. Partner Judy Lee led the transaction whilst Hastings & Co advised as to Hong Kong law. TC & Co advised the sponsor, Essence Corporate Finance (Hong Kong) Ltd, and the underwriters as to Hong Kong law.

Appleby has also acted as Cayman counsel for Ngai Shun Holdings Ltd in respect of its listing on the Main Board of the HKSE on 16 October 2013, with gross proceeds of approximately HK$109 million (US$14m). The company will use the majority of the net proceeds for the acquisition of additional overseas manufactured machinery and equipment. The remainder will be used for the hiring of additional staff, the partial repayment of bank loans for the planned acquisition of machinery, and for working capital of the Group. Partner Judy Lee also led the transaction whilst Loong & Yeung Solicitors advised as to Hong Kong law. Jun He Law Offices advised the sponsor, Ample Capital Ltd, and the underwriters as to Hong Kong law.

ATMD Bird & Bird has represented SGX-listed Viz Branz Ltd in respect of the mandatory takeover offer made by Credit Suisse for and on behalf of a major shareholder in a take-private transaction valued at approximately US$225 million. Viz Branz produces and distributes a range of instant beverages. It also produces and distributes snack food. In addition, it provides flexible packaging printing services to third parties. The group’s products are sold mainly in three primary markets, namely the PRC, South-East Asia and Indochina. Partner Marcus Chow led the transaction.

Baker & McKenzie has advised the joint sponsors, comprised of BOCI Asia Ltd (BOCI) and JP Morgan Securities (Far East) Ltd, and the joint global coordinators, comprised of BOCI and JP Morgan Securities (Asia Pacific) Ltd, as Hong Kong and US law counsel, in respect of the HK$2 billion (US$258m) global offering of Nexteer Automotive Group Ltd, a global automotive steering and driveline systems supplier. The shares commenced trading on the HKSE on 7 October 2013. AVIC Automobile Industry Holdings Ltd, a wholly-owned subsidiary of Aviation Industry Corporation of China, is Nexteer’s controlling shareholder. Headquartered in Michigan, USA, Nexteer is ranked as the largest steering supplier in the US, the fifth-largest steering supplier globally and the third-largest halfshafts supplier globally, based on its 2012 revenue. Partners Jackie Lo and Brian Spires led the transaction whilst Davis Polk & Wardwell also advised as to Hong Kong and US laws, Jia Yuan Law Offices as to PRC law and Maples and Calder as to Cayman Islands law. The joint sponsors, joint global coordinators, joint book-runners and joint lead managers were also advised by Baker & McKenzie as to Hong Kong and US laws and by Commerce & Finance Law Offices as to PRC law.

Clayton Utz has advised global gold miner Barrick Gold Corporation in respect of the completion of the divestment of its Yilgarn South assets in Western Australia to GoldFields Ltd for a total consideration of US$300 million. UBS Securities Canada Inc and Bank of America Merrill Lynch acted as financial advisors to Barrick. The Yilgarn South assets are comprised principally of the Granny Smith, Lawlers and Darlot mines. Partner John Elliott led the transaction.

Clifford Chance has advised Export-Import Bank of Malaysia Berhad (MEXIM) in respect of the establishment of its US$1 billion multicurrency sukuk programme. The programme was arranged by BNP Paribas, CIMB, HSBC and Maybank. The sukuk programme is based on the Islamic principle of wakala. Partner Matt Fairclough, supported by partner Qudeer Latif, led the transaction.

Clifford Chance has also advised China-ASEAN Investment Cooperation Fund (CAF) in respect of its equity investment in National Power Supply Public Company Ltd, a Thai company which generates electricity in Thailand through adopting alternative fuels such as biomass from agricultural waste, bark and black liquor. CAF, a private equity fund sponsored by the China Export-Import Bank together with other top Chinese as well as international institutional investors, targets investment opportunities in the infrastructure, energy and natural resources sectors to facilitate sustainable economic growth in the ASEAN region. It currently has investments in Cambodia, Laos, Malaysia, Myanmar, Philippines, Singapore and Thailand. Partners Neeraj Budhwani, supported by partners Andrew Matthews and Melissa Ng, led the transaction.

Davis Polk has advised the managers, comprising of BOCI Asia Ltd, The Royal Bank of Scotland plc, Credit Suisse Securities (Europe) Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Industrial and Commercial Bank of China (Asia) Ltd, in respect of a Hong Kong law Regulation S only offering by AVIC International Finance & Investment Ltd of its US$300 million 4.75 percent guaranteed bonds due 2018 and US$200 million 6 percent guaranteed bonds due 2023. The bonds are unconditionally and irrevocably guaranteed by AVIC International Holding Corporation. Approval from the PRC State Administration of Foreign Exchange has been obtained for the guarantees. The AVIC group is a leading importer and exporter of civil aviation products in the PRC and is one of the largest aviation sub-contractors in the PRC. Partner Paul Chow led the transaction whilst Jingtian & Gongcheng advised as to PRC law. The AVIC group was advised by Linklaters as to Hong Kong law, Beijing Sunlight as to PRC law, and Conyers Dill & Pearman as to British Virgin Islands law.

Davis Polk has also advised Forgame Holdings Ltd in respect of its IPO and listing on the HKSE and an international offering in reliance on Rule144A and Regulation S. The gross proceeds from the global offering amounted to approximately HK$1.6 billion (US$206.3m) without the exercise of the over-allotment option. The Hong Kong offering was over-subscribed 313.41 times, triggering a full clawback from the international offering to the Hong Kong offering in favour of retail investors. Headquartered in Guangzhou, Forgame is a leading developer and publisher of web games in China with a fast-growing mobile game business. Morgan Stanley and JP Morgan acted as joint sponsors for the Hong Kong offering. Morgan Stanley and JP Morgan acted as joint global coordinators for the global offering. Morgan Stanley, JPMorgan, CICC and Macquarie acted as joint book-runners and joint lead managers for the global offering. Guotain Junan acted as the co-lead manager for the global offering. Partners Bonnie Y Chan, James C Lin, Li He and John D Paton led the transaction whilst Jingtian & Gongcheng also advised on the transaction. The underwriting syndicate was advised by Kirkland & Ellis, led by partners Dominic Tsun, David Zhang, Li-Chien Wong and Benjamin Su, as to US and Hong Kong laws and by Commerce & Finance Law Offices as to PRC law.

Desai & Diwanji has acted as Indian counsel to DVB Group Merchant Bank (Asia) Ltd in respect of its US$23 million secured loan facility to Greatship (India) Ltd, a company incorporated in India which provides offshore services to operators in the energy exploration and production sector in India, South East Asia, Mexico, South Africa, North Sea, Brazil and the Middle East. The proceeds of the loan are for refinancing the acquisition of an anchor handling tug supply vessel used by Greatship (India) Ltd in supporting the various stages of exploration, development and production of oil and gas from offshore locations. Partner Vishwang Desai led the transaction whilst Ince & Co Singapore advised as to English law.

Desai & Diwanji has also acted as Indian counsel to Axis Bank Ltd Singapore Branch in respect of its US$35.4 million secured loan facility to Global Offshore Services BV, a company incorporated in Netherlands. Global Offshore Services BV is a subsidiary of Global Offshore Services Ltd, a company incorporated in India and listed on the BSE which operates and charters vessels to oil exploration and production companies having deployed its vessels in India, North Sea, Brazil and West Africa. The proceeds of the loan are for part financing the acquisition of a platform supply vessel which will be used by Global Offshore Services BV to support offshore and underwater construction projects. Partner Vishwang Desai led the transaction whilst Watson Farley & Williams Asia Practice advised as to English law.

Herbert Smith Freehills has advised China Merchants Bank in respect of its approximately 680.4 million H-rights shares issuance which raised approximately US$1 billion in Hong Kong. The bank’s latest H-rights offering follows its  Shanghai Stock Exchange listing of approximately 3 billion A-rights shares in September, which raised approximately US$4.5 billion. The Shenzhen-headquartered bank, the country’s sixth-largest lender by assets, launched a rights share issuance on the basis of offering 1.74 rights shares to every ten existing shares. The H-rights shares commenced trading on the HKSE on 2 October 2013. In total, China Merchants Bank’s rights issuances raised gross proceeds of approximately US$5.5 billion in both venues. CICC, Citigroup, Goldman Sachs and UBS were joint global co-ordinators on the H-share rights issue, and joint lead underwriters with China Merchants Securities and CMB International. China Merchants Finance Holdings acted as the shareholder underwriter. CICC and Goldman Sachs Gao Hua Securities were joint leads on the A-share portion. Partner Tom Chau led the transaction.

Khaitan & Co has advised Informa PLC USA in respect of the India leg of the transaction in relation to sale of its five corporate training businesses to Providence Equity Partners for US$180 million. Informa is a multinational publishing and conference company with its head office in Zug, Switzerland and its registered office in St Helier, Jersey. Partner Rabindra Jhunjhunwala led the transaction, with assistance from executive director Daksha Baxi.

Khaitan & Co has also acted as Indian counsel for DBS Bank Ltd Mumbai in respect of a foreign currency term loan facility of US$15 million granted to Allcargo Belgium NV for capital expenditure and acquisition purposes, pursuant to which Allcargo Belgium NV and DBS Bank Ltd Singapore has entered into an ISDA Master Agreement and Schedule to hedge the exposure of the borrower under the facility agreement which was guaranteed by Allcargo Logistics Ltd, the Indian parent. Partner Devidas Banerji led the transaction.

Maples and Calder has acted as Cayman Islands counsel to UBP Investment Co Ltd in respect of the establishment of Multi Strategies Fund, a Cayman Islands umbrella unit trust, and the launch of its first series trust Turkish Lira Money Market Fund. GAS (Cayman) Ltd is the trustee of the trust while International Management Services Ltd is the manager. The investment objective of the series trust is to preserve a constant value and maintain a high degree of liquidity while providing current income by investing in Turkish Lira denominated short term financial instruments. The manager has appointed Sompo Japan Nipponkoa Asset Management Co Ltd as investment manager of the series trust, which has delegated discretionary investment responsibility to Ak Portfoy Yonetimi AŞ as sub-investment manager. Partner Nick Harrold led the transaction whilst Japanese legal advice was provided by Mori Hamada & Matsumoto led by partners Nobuhiko Shimose and Naohisa Iimura.

Maples and Calder has also acted as Cayman Islands legal counsel to VLL International Inc in respect of its issuance of US$100 million 6.75 percent guaranteed notes due 2018. The notes will be guaranteed by Vista Land & Lifescapes Inc and listed on the SGX-ST. Vista Land is the leading homebuilder in the Philippines. Partner Jenny Nip led the transaction whilst Paul Hastings acted as English legal counsel. Allen & Overy acted as English counsel to the joint lead managers, comprised of CLSA, HSBC and UBS AG Hong Kong Branch.

Majmudar & Partners is advising Flexfab LLC USA in respect of its proposed acquisition of the organic black rubber and hose manufacturing businesses of Shore Auto Rubber Exports Private Ltd. Flexfab is a leading manufacturer of high performance silicone and other advanced polymer products whilst Shore is a leading Indian manufacturer and exporter of rubber and silicone hose products. The proposed transaction envisages transfer of Shore’s organic black rubber and silicone hose manufacturing businesses to an Indian subsidiary of Flexfab as a going concern on a slump sale basis. Partner Rukshad Davar is leading the transaction which is yet to be completed.

Majmudar & Partners also acted as Indian counsel to India International Bank Malaysia Berhad (IIBM), a joint venture of Bank of Baroda, Indian Overseas Bank and Andhra Bank, in respect of a corporate guarantee provided by Thirumalai Chemicals Ltd in relation to a RM32 million (US$10m) facility to Optimistic Organic SDN BHD, its Malaysian subsidiary. Partner Prashanth Sabeshan led the transaction. Zul Rafique & Partners Malaysia acted as Malaysia counsel to the lender.

Norton Rose Fulbright has advised a group of banks led by Sumitomo Mitsui Banking Corporation in respect of the financing for Golar LNG of Indonesia’s first LNG floating storage and regasification unit (FRSU). The FSRU, named Nusantara Regas Satu, was financed through a US$155 million term facility and a US$20 million revolving facility. The FSRU is chartered to PT Nusantara Regas, a joint-venture between Pertamina and Perusahaan Gas Negara (PGN). The vessel is owned by an Indonesian company and is Indonesian flagged in compliance with Indonesian cabotage requirements. The facility was provided by a syndicate of lenders, including PT Bank Sumitomo Mitsui Indonesia, The Bank of Tokyo-Mitsubishi UFJ, Oversea-Chinese Banking Corporation Ltd and Standard Chartered Bank. Gervais Green, Kate Magnin (Sherrard), Robert Driver, James Atkinson, Sue Ann Gan and Pauline Percereau acted on the transaction. Watson Farley & Williams acted for Golar LNG.

Paul Hastings has represented Shui On Land Ltd and its wholly-owned subsidiary, Shui On Development (Holding) Ltd, in respect of a swap agreement with Trophy Property Development LP. Trophy Property Development will swap with Shui On Land all of its interests in the Rui Hong Xin Cheng (Shanghai), Wuhan Tiandi and Chongqing Tiandi projects in exchange for 100 percent interest in a project in Shanghai commonly known as Taipingqiao. Upon completion, Shui On Land and Trophy Property Development will enter into a joint venture agreement with respect to the Taipingqiao project. Partners John Cahill and Derek Roth led the transaction.

Paul Hastings has also represented Yuzhou Properties Company Ltd, a leading property developer in China’s Fujian province listed on the Main Board of the HKSE, in respect of its issuance of US$300 million 8.75 percent senior notes due 2018. BOC International, DBS, Deutsche Bank, HSBC, JP Morgan and UBS were the joint lead managers and joint book-runners. Yuzhou Properties intends to use the net proceeds of the notes to refinance its existing indebtedness and for general corporate purposes. Partners Raymond Li, Vivian Lam and David Grimm piloted the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison is advising KKR, a global investment firm with US$83.5 billion in assets under management, in respect of its investment in Qingdao Haier, China’s leading home appliance manufacturer.Under the definitive agreement, KKR will acquire a 10 percent stake in Qingdao Haier, establishing a long-term strategic partnership to collaborate on multiple areas. With its focus on product innovation, building a fully integrated online/offline platform and creating a highly efficient “made to order” distribution channel, Qingdao Haier has achieved high-quality sustainable growth while building a widely-respected global brand. Established in 1976, KKR pioneered the private equity industry. In its 37-year history, KKR has completed investments with over US$470 billion in total enterprise value across 25 industries. Partners Jack Lange, Greg Liu, Manuel Frey and Dale Sarro are leading the transaction which is subject to customary regulatory and shareholder approvals.

Rajah & Tann has advised SGX-ST listed OUE Ltd in respect of the disposal by OUE and Wah Hin and Company Private Ltd of OUE’s 80 percent shareholding and Wah Hin’s 20 percent shareholding in Hotel Investment (Shantou) Ltd and the novation of certain shareholders’ loans (owing from Shantou to OUE and Wah Hin, respectively) from each of OUE and Wah Hin to Gold Pot Developments Ltd; and the disposal by OUE of its 100 percent shareholding in Hotel Investment (Hainan) Private Ltd and the novation of certain promissory notes (owing from Hainan to OUE) from OUE to Gold Pot Developments Ltd. Shantou owns the entire issued and paid-up share capital of Meritus Shantou Co Ltd which in turn owns the Meritus Shantou China, a hotel situated in the Shantou, Guangdong province of the PRC. Hainan owns the entire issued and paid-up share capital of Hainan Mandarin Hotels Pte Ltd which in turn owns the Meritus Mandarin Haikou, a hotel situated in the Haikou, Hainan province of the PRC. Partners Teo Yi Jing, KohTien Gui and Linda Qiao led the transaction which was completed on 30 September 2013 and was valued at approximately S$120 million (US$96m).

Sidley Austin has acted as US and Hong Kong counsel for CNOOC, China’s largest offshore oil and gas producer, in respect of the issuance of a US$2 billion equivalent dual-tranche bond. The transaction was divided into a US$1.3 billion 10-year US dollar bond at a coupon of 4.5 percent and a €500 million (US$679.7m) seven-year euro-denominated bond with a coupon of 2.75 percent. The proceeds from the bonds, offered through CNOOC subsidiary, CNOOC Curtis Funding No.1 Pty Ltd, and guaranteed by CNOOC, will be used to fund CNOOC’s acquisition of Project Curtis, a natural gas project in Queensland, Australia. It is the first time CNOOC has guaranteed an offshore debt issued by its subsidiaries. Partner Matthew Sheridan led the transaction, with support from partner Janney Chong.

Tay & Partners is representing AirAsia in respect of the first ever proposed decision with a proposed fine by the Malaysia Competition Commission (MyCC). The Competition Act came into force only on 1 January 2012. Partners Tay Beng Chai and Leonard Yeoh are leading the transaction.

Weerawong, Chinnavat & Peangpanor has represented Amata B Grimm Power Co Ltd and Kasikorn Asset Management Co Ltd in respect of the IPO and listing of units of Amata B Grimm Power−Power Plant Infrastructure Fund (ABPIF), Thailand’s first power plant infrastructure fund, on the Stock Exchange of Thailand. Amata B Grimm Power Co Ltd, the majority unit holder in the fund, is the leading small power producer in Thailand, and is principally owned by the local trading conglomerate B Grimm. The offering involved 600 million shares set at β10.50 (US$0.33) per share, and was valued at up to US$203 million. Kasikorn Asset Management Co Ltd acted as fund manager whilst KASIKORNBANK Pcl acted as underwriter. The IPO started trading on the SET on 27 September 2013. Partner Kudun Sukhumananda spearheaded the transaction.

WongPartnership has acted for DBS Bank Ltd and Standard Chartered Bank, as joint arrangers and dealers, and DBS Trustee Ltd, as notes trustee, in respect of the establishment of a S$1 billion (US$801m) Multicurrency MTN Programme by the issuer, a wholly-owned subsidiary of British and Malayan Trustees Ltd, in its capacity as trustee of Frasers Commercial Trust. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction.

WongPartnership has also acted for the mandated lead arrangers and the syndicate of lenders in respect of the US$150 million financing to SGX-listed China Minzhong Food Corporation Ltd for financing the general corporate funding requirements of the borrower and its subsidiaries. Partners Susan Wong and Choo Ai Leen led the transaction.