Deals – 12 November 2014

Ali Budiardjo, Nugroho, Reksodiputro has also represented PT Bank Mandiri (Persero) Tbk, an Indonesian publicly-listed bank and the biggest commercial bank in Indonesia, in respect of establishing a joint venture company in multi-finance business, together with other prominent business players in automotive distribution company, i.e. PT Tunas Ridean Tbk and PT ASCO Investindo . PT Bank Mandiri (Persero) Tbk will be a majority shareholder in the newly established company and obtain 51 percent share ownership. The shareholders agreement between the parties was signed in October 2014. Partner Freddy Karyadi led the transaction.

ATMD Bird & Bird is advising Communication Design International Ltd (CDI) in respect of its acquisition of two companies that own three prime properties located in Tokyo, Japan. The investment companies hold the properties by way of their equity interests in two entities (godo kaisha or GKs) in Japan in the form of a silent partnership (tokumei kumaiai) under the Commercial Code of Japan. The GKs are the legal owners of the trust beneficial interest of the properties under a trust agreement with, inter alia, the asset managers of the properties. The indicative valuation of the properties is approximately S$71.8 million (US$55.7m). CDI’s acquisition of the properties is in line with its proposed diversification of its business to include property development and property investment. Partner Marcus Chow is leading the transaction whilst Nishimura & Asahi is advising on the Japanese law aspects of the acquisition as well as on conducting due diligence on the GKs and the properties.

AZB & Partners is advising SIMI Pacific Pte Ltd, an affiliate of SoftBank Internet and Media Inc, in respect of SoftBank’s acquisition of approximately US$210 million through an acquisition of equity-linked securities in ANI Technologies Private Ltd, a company which operates a leading transportation aggregation platform branded ‘Ola Cabs’. Partner Srinath Dasari is leading the transaction which was signed on 27 October 2014 and is yet to be completed.

AZB & Partners has also advised Bluewater Investment Ltd, an affiliate of Warburg Pincus, in respect of its investment in Laurus Labs Private Ltd for an aggregate consideration of INR5.5 billion (US$89.4m). Partner Essaji Vahanvati led the transaction which was completed on 29 October 2014.

Baker & McKenzie has advised MCH Messe Schweiz (Basel) AG (MCH Swiss Exhibition (Basel) Ltd), a company belonging to the MCH Group AG/Ltd, in respect of the acquisition of the remaining 40 percent of the shares in Asian Art Fairs Ltd (AAFL) in Hong Kong. MCH Group had acquired 60 percent of the shares in AAFL in July 2011 and utilised its option to acquire the remaining 40 percent in 2014. In 2008, AAFL launched ART HK – Hong Kong International Art Fair. Following the acquisition of the majority shares in AAFL by MCH Group in 2011, the show has been developed into Art Basel’s platform in Asia, the leading international art fair in Asia, running alongside Art Basel’s shows in Basel and Miami Beach. The first edition of Art Basel in Hong Kong took place in 2013. Zurich-based corporate and compliance partner Philippe Reich, supported by Hong Kong-based corporate partner Michael Horman, led the transaction.

Baker & McKenzie has also advised PT Rajamandala Electric Power in respect of the development and financing of the proposed Rajamandala hydroelectric power plant to be constructed in Indonesia. The project will be funded in part by a US$110 million limited recourse project loan from the Japan Bank for International Cooperation and Mizuho Bank Ltd. The project, which achieved financial close in August 2014, is the first major power project in Indonesia in recent years to successfully raise international limited recourse project financing without the Government of Indonesia providing a business viability guarantee. The project is being developed by Kansai Electric Power Co and PT Indonesia Power, a subsidiary of state-owned electricity distributor PT Perusahaan Listrik Negara (PT PLN). Kansai Electric and PT Indonesia Power will also contribute a proportion of equity (on a limited recourse basis) into the development of the project. Commercial operation is scheduled to commence in 2017. The electricity produced will be sold to PT PLN under a 30-year Power Purchase Agreement. The cross-border team involved lawyers from member firms Hadiputranto, Hadinoto & Partners in Indonesia and Baker & McKenzie.Wong & Leow in Singapore. The transaction was led by Chew Chin (Principal) and Erik Bégin (Local Principal) in Singapore, and Indri (Mita) Guritno (Principal) and Luke Devine (Foreign Legal Consultant) in Jakarta.

Clifford Chance has advised Deutsche Bank, ANZ, BofA Merrill Lynch, BOC International and Morgan Stanley as the lead managers in respect of China Hongqiao Group Ltd’s issue of US$300 million 6.875 percent senior notes due 2018. This was the only Chinese high-yield bond priced in October. China Hongqiao Group is a leading large-scale aluminum product manufacturer in China. Hong Kong partner Richard Lee led on the transaction.

Clifford Chance has also advised AMP Ltd in respect of its acquisition of a 19.99 percent stake in China Life Pension Company Ltd, the largest pension insurance company in China. The A$240 million (US$207.8m) acquisition makes AMP the first foreign company to purchase a stake in a Chinese pension company with licences for trustee services, investment management and account administration, allowing end-to-end services throughout China. China Life Pension provides enterprise annuities products to state-owned and private enterprises and is one of only five pension insurance companies in China. Last year, the firm also advised AMP Capital on its joint venture with China Life Asset Management Company to offer retail and institutional investors in China access to investments in domestic listed equities and fixed income. Beijing corporate partner Terence Foo led the transaction.

Davis Polk has advised China Hongqiao Group Ltd in respect of its US$300 million Regulation S offering of 6.875 percent high-yield senior notes due 2018. Australia and New Zealand Banking Group Ltd, Merrill Lynch International, BOCI Asia Ltd, Morgan Stanley & Co International plc and another investment bank acted as initial purchasers for the offering. Founded in 1994, China Hongqiao has developed into a leading large-scale aluminum product manufacturer. The company was ranked 5th worldwide and 2nd in China in terms of output of aluminum products in 2013 by CRU Group. As of June 30, 2014, the company was also ranked 2nd in China and 1st among all non-state owned aluminum manufacturers in China in terms of production capacity by Antaike. Partners William F Barron, Antony Dapiran and Paul Chow led the transaction whilst Conyers Dill & Pearman advised as to Cayman Islands law and British Virgin Islands law and Zong Heng Law Firm advised as to PRC law. The initial purchasers were advised by Clifford Chance as to US law and Jingtian & Gongcheng as to PRC law.

Davis Polk has also advised Barclays Bank PLC and another investment bank as (1) the dealer managers in respect of an exchange offer by Rolta Americas LLC, a wholly-owned subsidiary of Rolta India Ltd, to exchange any and all of the outstanding US$200 million 10.75 percent senior notes due 2018 of Rolta LLC held by eligible holders for its newly issued 8.875 percent senior notes due 2019; and (2) as the solicitation agents in respect of Rolta LLC’s concurrent solicitation of consents from all holders of its 10.75 percent senior notes due 2018 to make certain amendments to the indenture governing such notes. India-headquartered Rolta India is a technology company with operations in 40 locations worldwide that provides innovative IT solutions. Rolta India develops and implements these solutions by combining its expertise in IT, security, engineering and geospatial technology. Partners William F Barron and John D Paton led the transaction whilst Trilegal advised as to Indian law. Rolta India was advised by Latham & Watkins as to US, UK and United Arab Emirates laws and by NautaDutilh NV as to Netherlands law.

Deacons is advising Fulum Group Holdings Ltd in respect of its Main Board IPO which was launched on 4 November 2014 and was expected to raise up to HK$539.5 million (US$69.6m), subject to the exercise of over-allotment option. Fulum Group is one of the top three restaurant chains serving Chinese cuisine in Hong Kong and one of the top two restaurant chains serving Cantonese cuisine in Hong Kong, based on 2013 sales revenue. Fulum Group is expected to be listed on the Main Board of the HKSE on 13 November 2014. Deutsche Securities Asia Ltd is the sole sponsor. Deutsche Bank AG Hong Kong Branch and BOCI Asia Ltd are the joint global coordinators, joint book-runners and joint lead managers. Corporate finance group head Ronny Chow is leading the transaction. Paul Hastings is advising the sole sponsor and the underwriters.

Deacons has also advised Haitong International Capital Ltd as the sole sponsor and the underwriters in respect of the global offering and Main Board listing of Austar Lifesciences Ltd in Hong Kong. Austar Lifesciences issued its prospectus on 28 October 2014. It is seeking to raise up to HK$390 million (US$50.3m) from the offering, subject to the exercise of over-allotment option. Austar Lifesciences is a leading provider of integrated engineering solutions to reputable pharmaceutical manufacturers and research institutes in the PRC and in emerging countries. Austar Lifesciences was expected to be listed on the Main Board of the HKSE on 7 November 2014. Corporate finance partner Sabrina Fung led the transaction.

DFDL is advising on the Myanmar law aspects of the finance documents and in designing and creating the comprehensive Myanmar law security package for a consortium of Singapore-based banks as the lenders in respect of what is regarded as the first non-recourse, cross- border, private sector loan financing in Myanmar. The lenders are currently working on completing the conditions precedent for first drawdown of the loan which is expected before the end of the year. The lenders provided the US$85 million loan directly to Pan Asia Majestic Eagle Ltd (PAMEL) for financing support of the rollout of its network of over 1,250 telecommunications towers across Myanmar for Ooredoo Myanmar. The consortium comprises Standard Chartered Bank, ING Bank, DBS Bank, OCBC Bank and Sumitomo Mitsui Banking Corp. ING Bank is acting as the facility agent and offshore security agent whilst CB Bank in Myanmar is acting as the onshore security agent. Established in 2013 and headquartered in Yangon, PAMEL is an independent provider of telecommunications infrastructure in Myanmar. Qatar-based Ooredoo, a leading international communications company, and Norway’s Telenor were awarded telecommunication licenses in Myanmar in June 2013. Ooredoo focuses on the social and economic development of communities and, in particular, on providing 3G mobile communications services across Myanmar. Managing partner Martin Desautels, assisted by managing director William D Greenlee Jr and partner Thida Aye, is leading the transaction whilst Norton Rose Fulbright is acting as international counsel. Milbank, Tweed, Hadley & McCloy is acting as international counsel to PAMEL.

ELP has advised ID Fresh Food (India) Private Ltd in respect of Helion Venture Partners III LLC’s investment into the company by way of subscription to preference shares and equity shares by the company. Partner Suhail Nathani and associate partner Vinayak Burman led the transaction which was valued at approximately INR35 crores (US$5.7m) and closed on 30 September 2014. Helion was advised by Samvad Partners.

Eversheds has advised New World China Land Ltd (NWCL) in respect of the establishment of its US$1.5 billion medium term note programme and its first issuance under the programme. The MTN programme, arranged by BOC International and HSBC, was listed on the HKSE on 28 October 2014. The programme benefits from unique structural support features, including a letter of support from parent company New World Development Company Ltd, as well as two put options for note investors. The debut US$900 million note issuance under the programme was priced at 5.375 percent for a five-year tenor due 2019, which closed on 6 November 2014. The Regulation S Notes are listed on the HKSE. Joint global coordinators for the transaction are BOC International and HSBC whilst the joint lead managers and book-runners are BOC International, HSBC, BofA Merrill Lynch and Citigroup. Debt capital markets partner Kingsley Ong and corporate partner Stephen Mok led the transaction.

K&L Gates has advised Sumatra Copper & Gold plc and its Indonesian subsidiary PT Dwinad Nusa Sejahtera in respect of the US$45 million financing of its Tembang Project in Sumatra, Indonesia by Nomura Singapore Ltd (Nomura) and Indonesia Eximbank, financial institutions based in Singapore and Jakarta, Indonesia, respectively. Although primarily a financing, the transaction involved an issue of warrants by Sumatra to Nomura and a requirement to raise an additional amount of equity at the listed parent (Sumatra) level within six months, as well as substantial shareholder support from Sumatra’s principal shareholders. Sumatra is a UK gold and silver emerging producer with a suite of highly prospective tenements in the Indonesian island of Sumatra. The facility will result in the hedging of up to 65 percent of Sumatra’s future precious metal production. All the required resolutions were passed at a shareholders meeting on 27 October 2014. Perth energy, infrastructure and resources special counsel Chris Scott led the transaction.

Khaitan & Co has represented Indian Beauty and Hygiene Association and Hindustan Unilever Ltd in respect of their challenge on the vires/constitutional validity of a notification passed under the Legal Metrology Act 2009. The notification amends the Legal Metrology (Packaged Commodities) Rules 2011 requiring Cosmetics & Toiletries to have a label bearing a green spot or a red/ brown spot for differentiating products of vegetarian origin and non-vegetarian origin. Pursuant to the notification, coercive action had been taken by the Controller under the Legal Metrology Act 2009. A writ petition was filed before the Bombay High Court challenging the constitutionality of the notification and seeking a restraint against any coercive action being taken by the Controller under the impugned notification. The firm successfully obtained ad interim relief in the form of a restraint order against the Controller from taking any coercive action against the clients for non-declaration of the products as vegetarian or non-vegetarian origin. Partner Raj Panchmatia led the transaction.

Khaitan & Co has also advised Standard Chartered Bank in respect of the issue of secured, redeemable non-convertible debentures of Mahindra & Mahindra Financial Services Ltd aggregating to approximately US$29.4 million on a private placement basis to the investors and on listing the said debentures on the wholesale debt segment of the Bombay Stock Exchange. Mahindra & Mahindra Financial Services is one of the leading non-banking finance companies with customers in the rural and semi-urban markets of India. Partner Devidas Banerji and associate partner Kumar Saurabh Singh led the transaction.

King & Wood Mallesons has advised China Travel Service (Holdings) Hong Kong Ltd (CTS HK) in respect of its US$300 million 3.875 percent guaranteed notes due 2019 and US$700 million 5.625 percent guaranteed notes due 2024, in accordance with Regulation S. CTS HK is a PRC state-owned travel agency group which focuses on travel and tourism with diversified businesses, including real estate development, logistics and freight forwarding services and iron and steel production. CTS HK is one of the three PRC state-owned enterprises that are headquartered in Hong Kong. Partners Hao Zhou, Richard Mazzochi, Zhang Yi and Jason Qiu led the transaction.

Latham & Watkins has advised Rolta India Ltd, a leading provider of IT solutions, in respect of its successful completion, together with its subsidiaries Rolta LLC and Rolta Americas LLC, of an exchange offer and consent solicitation in respect of 10.75 percent senior notes due 2018 of Rolta LLC. Pursuant to the exchange offer and consent solicitation, US$73.35 aggregate principal amount of the senior notes due 2018 of Rolta LLC were exchanged for additional 8.875 percent senior notes due 2019 of Rolta Americas LLC. Certain proposed amendments to the senior notes due 2018 of Rolta LLC were also approved and adopted. Partners Rajiv Gupta and Timothy Hia in Singapore, supported by partner Jiyeon Lee-Lim in New York, led the transaction.

Maples and Calder has acted as British Virgin Islands and Cayman counsel to Hong Kong Aviation Ltd in respect of its issue of CNY800 million (US$130.6m) 7.5 percent guaranteed notes due 2016. The notes are unconditionally and irrevocably guaranteed by Hong Kong Airlines International Holdings Ltd and its subsidiaries and will be listed on the HKSE. Partner Christine Change led the transaction whilst Baker & McKenzie acted as Hong Kong counsel. Herbert Smith Freehills acted for Guotai Junan, CLSA, DBS, Wing Lung Bank, Daiwa and Hong Kong International Securities Ltd as the joint lead managers.

Paul Hastings has represented the banks in respect of the financing for IBC Capital Ltd’s acquisition of SGX-listed Goodpack Ltd, an affiliate of leading global investment firm KKR. The firm represented Morgan Stanley Senior Funding Inc, Credit Suisse Securities (USA) LLC, Goldman Sachs Bank USA, Mizuho Bank Ltd, DBS Bank Ltd, Natixis New York Branch, Natixis Singapore Branch, Macquarie Capital (USA) Inc and KKR Capital Markets LLC as joint lead arrangers and book-runners, Oversea-Chinese Banking Corp Ltd as sole arranger for the revolving facility and standalone letter of credit facility, Morgan Stanley Senior Funding Inc as first lien administrative agent, and Credit Suisse AG Cayman Islands Branch as second lien administrative agent. The financing consisted of a US$520 million first lien term loan facility, an US$85.5 million first lien revolving facility, a US$13.5 million first lien stand-alone letter of credit facility, and a US$170 million second lien term loan facility. Goodpack owns and operates the world’s largest fleet of steel IBCs (intermediate bulk containers), a multi-modal, reusable metal box system that provides packaging, transporting and storage for global core industries. Leveraged finance partners Mike Michetti, Michele Cohen, Michael Baker and Brett King led the transaction.

Paul Hastings has also advised Hanjin International Corp in respect of its issuance of the US$300 million floating rate notes. The Reg S-registered notes were guaranteed by state-owned Export-Import Bank of Korea. BNP Paribas and HSBC were the joint book-runners of the offering. Hanjin is the US-based subsidiary of Korean Air Lines Co Ltd, the flagship airline of South Korea. The proceeds from the offering will be used for the construction of a 70-storey office and hotel tower developed by Hanjin in downtown Los Angeles. Capital markets partner Dong Chul Kim, supported by partner Alexander Lee, led the transaction.

Simpson Thacher has represented Danone Asia Baby Nutrition Ptd Ltd in respect of its subscription of a 25 percent equity interest in Yashili International Holdings Ltd for an aggregate subscription price of approximately HK$4.38 billion (US$565m). The transaction is subject to customary closing conditions, including the approval of the shareholders of Yashili, a leading player in pediatric milk formula industry and in the soymilk powder market in China. Danone Asia is a wholly-owned subsidiary of Danone SA, an international company present on five continents and which holds top positions in fresh dairy products, waters, baby nutrition and medical nutrition businesses. Partner Douglas Markel led the transaction.

Skadden is advising Miraca Holdings Inc in respect of an agreement, announced on 31 October 2014, to form a joint venture with Baylor College of Medicine. Under the JV agreement, the college will share ownership and governance of its clinical genetics diagnostic laboratories with the Japan-based international healthcare company that has a focus on clinical diagnostics and laboratory tests. Baylor Miraca Genetics Laboratories will be built on Baylor’s existing medical genetics laboratories. The jointly-owned clinical diagnostic venture will be headquartered in Houston. Corporate partners Mitsuhiro Kamiya (Tokyo) and Michael Mies (Palo Alto), intellectual property and technology partner Matthew Zisk (New York); healthcare enforcement and regulation partner Jennifer Bragg (Washington DC); tax partner Sean Shimamoto (Palo Alto) and labor and employment law partner John Furfaro (New York) led the transaction.

Slaughter and May has advised Attarat Power Company (APCO) and the project sponsors Eesti Energia AS and YTL Power International Berhad in respect of a fixed price engineering, procurement and construction (EPC) contract with Guangdong Power Engineering Corp of China Energy Engineering Group Co Ltd. The EPC contract was entered into on 31 October 2014 and is for the design, engineering, procurement, supply, construction and commissioning of a 470 megawatt (net) oil shale-fired power station at Attarat um Ghudran, Jordan on a turnkey basis. On 1 October 2014 APCO and National Electric Power Company entered into a power purchase agreement for the sale and purchase of power capacity and energy output produced by the plant which is scheduled to start generating electricity for general consumption in the second half of 2018. Partner Simon Hall led the transaction.

Slaughter and May is also advising Malaysian Airports Holdings Berhad (MAHB) in respect of the acquisition of a 40 percent equity stake in İstanbul Sabiha Gökçen Uluslararası Havalimanı Yatırım, Yapım ve İşletme AŞ (the company which manages operations at Sabiha Gökçen Airport) and LGM Havalimanı İşletmeleri Ticaret ve Turizm A.Ş. (the company which establishes and manages hotels, lounges and food and beverage facilities at Sabiha Gökçen Airport) from Limak for a total cash consideration of €285 million (US$355.8m) representing an equity value of €712.5 million (US$889.5m) for 100 percent of the companies. On 7 November 2014, MAHB announced that it has entered into a sale and purchase agreement for the proposed acquisition which will result in MAHB (together with its subsidiaries) becoming the 100 percent owner of the two companies. The firm also acted when MAHB acquired a 40 percent equity stake in the two companies from the GMR Group in April 2014. Sabiha Gökçen Airport is the hub of Pegasus Airlines. It is one of the two international airports serving Istanbul and is located in the Asian side of the city. In 2013, Sabiha Gökçen Airport handled 18.84 million passengers. The passenger volume is expected to reach 23.8 million in 2014. Corporate and commercial partners Simon Hall and Natalie Yeung are leading the transaction whilst Paksoy is advising on Turkish law issues and ZICO is advising on Malaysian law issues.

Weerawong, Chinnavat & Peangpanor has advised Bualuang Securities, Credit Suisse, DBS and Citigroup Global Markets Ltd in respect of the β13 billion (US$396.6m) IPO by Bangkok Airways, a full service boutique airline, airport operator and airport services provider in Thailand. The firm also advised on the sale of secondary shares by a shareholder of Bangkok Airways. The IPO comprises a domestic offering under Thai SEC regulations and international offering under Regulation S of the US Securities Act. The transaction, which closed on 28 October 2014, is the largest listing of shares on the Stock Exchange of Thailand in 2014 to date. The shares started trading on the SET on 3 November 2014. Partner Peangpanor Boonklum led the transaction.

Weerawong, Chinnavat and Peangpanor has also advised Rexel General Supply and Services (Thailand) Co Ltd in respect of its acquisition of 4 Knights International Co Ltd, a leading player in the downstream oil and gas onshore sector with branches in Bangkok and Rayong, key regions for onshore activities, for β253.8 million (US$7.74m). The transaction, which is Rexel’s second acquisition in Thailand, reinforces Rexel’s position in the oil and gas sector and strengthens the group’s presence in South-East Asia. Partners Peangpanor Boonklum and Pakdee Paknara led the transaction.

WongPartnership is acting for Lee Kim Tah Holdings Ltd in respect of a voluntary conditional cash offer by Oversea-Chinese Banking Corp Ltd, for and on behalf of Lee Kim Tah Investments Pte Ltd, for all the issued ordinary shares in the capital of Lee Kim Tah Holdings. Joint managing partner Ng Wai King and partners Andrew Ang and Tan Sue-Lynn led the transaction.

WongPartnership is also acting for Rakan Riang Pte Ltd, a joint venture company between Themed Attractions and Resorts Sdn Bhd and Boustead Curve Sdn Bhd to operate one or more educational and entertainment facilities in Singapore under the “KidZania” brand. Partners Milton Toon and Lam Chung Nian led the transaction.