Deals – 13 February 2014

Allen & Gledhill has also advised Standard Chartered PLC in respect of the issue of S$700 million (US$552m) callable fixed-to-fixed rate subordinated notes due 2026 pursuant to a US$57.5 billion debt issuance programme. Partners Bernie Lee and Sunit Chhabra led the transaction.

Allen & Overy has advised Xe-Pian Xe-Namnoy Power Company Ltd and its sponsors in respect of the US$1.02 billion 410MW Xe-Pian and Xe-Namnoy cross-border hydropower project in the Lao People’s Democratic Republic. This is the first significant investment by Korean sponsors in the Lao hydropower sector. The project, which achieved financial close on 5 February 2014, is a joint venture between the Lao government and a consortium of private-sector sponsors. It will take approximately five years to complete and is scheduled to start commercial operations in 2019. The sponsors comprised SK Engineering & Construction Co Ltd, Korea Western Power Co Ltd, Ratchaburi Electricity Generating Holding Public Company Ltd and Lao Holding State Enterprise. Partner Stephen Jaggs led the transaction whilst Shin & Kim acted as Korean counsel to the sponsors. Latham & Watkins, led by led by partners Joseph Bevash and Stephen McWilliams, advised Export-Import Bank of Thailand and the commercial bank lenders consisting of Krung Thai Bank Public Company Ltd which acted as lead arranger, Bank of Ayudhya Public Company Ltd and Thanachart Bank Public Company Ltd, whilst Chandler and Thong-Ek Law Offices acted as Thai counsel. DFDL (in Laos) acted as Lao local counsel to both sponsors and lenders.

Appleby has acted as Cayman counsel for Perfect Optronics Ltd in respect of its listing by way of placing on the HKSE on 7 February 2014, with proceeds of approximately HK$99 million (US$12.76m). Perfect Optronics will apply the net proceeds for the establishment or acquisition of panel processing plants, expanding their sales and support team in the PRC and expansion of their product portfolio. Partner Judy Lee led the transaction whilst Woo, Kwan, Lee & Lo advised as to Hong Kong law and King & Wood Mallesons advised as to PRC Law. Fairbairn Catley Low & Kong advised the underwriters as to Hong Kong law.

AZB & Partners has advised Citigroup Global Markets India Private Ltd as the broker in respect of the sale, through the offer for sale mechanism in the stock exchanges, by Energy Grid Automation Transformers and Switchgears Ltd of its approximately 7.5 million equity shares in Schneider Electric Infrastructure Ltd. Partner Varoon Chandra led the transaction which was valued at US$6.8 million and was completed on 30 January 2014.

AZB & Partners has also advised Harris Broadcast Communications in respect of the India leg of the transaction as part of a global takeover by the Gores group of the Harris Broadcast Communications. The transaction involved the transfer of 100 percent of the shares of Harris Communications International India Private Ltd to certain Gores entities. Partner Abhijit Joshi led the transaction which was completed on 27 January 2014.

Baker & McKenzie has advised Air China Ltd (Air China), as the lessor, and Sandalwood 2013 LLC, a special purpose trust incorporated in the state of Delaware, in respect of offerings of US$130 million 2.836 percent secured notes due 2025 and US$132 million 2.897 percent secured notes due 2025, respectively, both guaranteed by the Export-Import Bank of the United States (US Ex-Im Bank). The transaction featured a flip-to-capital markets option in which the proceeds from the offering will be used to re-finance a US Ex-Im loan for the leasing of two new Boeing 777-300ERs. HKSE and LSE-listed Air China ranks among the leading domestic PRC airlines and is the exclusive national flag carrier for civil aviation in the PRC. Citigroup and TD Securities (USA) were the joint book-runners and structuring agents for the transaction. Partners Harvey Lau and Brian Spires led the transaction.

Clifford Chance has advised Arifin Panigoro and Medco Intidinamika in respect of its divestment of a 33 percent stake in Indonesia-based financial institution PT Bank Himpunan Saudara 1906 to PT Bank Woori Indonesia and Woori Bank, one of South Korea’s largest commercial banks. Bank Saudara was founded in 1906 and offers banking services through its 110 sales offices across the country. PT Medco Intidinamika is a subsidiary of Medco Group, a holding investment company from Indonesia founded by Arifin Panigoro. Medco Group’s business mainly consists of energy (oil and gas) and non-energy (property, agribusiness, construction-fabrication, IT, hotel and food) sectors. Partner Melissa Ng, supported by partner Simon Clinton, led the transaction.

Herbert Smith Freehills has advised Arkema (China) Investment Co Ltd., the Chinese arm of France’s leading chemical producer Arkema, in respect of its RMB3.9 billion (US$643.5m) stake acquisition in the production facilities of Taixing Jurong Chemicals Co Ltd. The acquisition has created a company called Sunke, a joint venture between Arkema and Jiangsu-based SunVic Chemical Holdings, the indirect parent of Taixing Jurong Chemicals. An initial payment of RMB1.45 billion (US$239.2m) will give Arkema majority shares of the JV at 55 percent and SGX-listed SunVic the remaining 45 percent stake. Production capacity for Arkema initially will be 160,000 tons a year with the option to raise it to 320,000 tons a year for a further RMB1.4 billion (US$231m) investment. The acquisitions will enable Euronext Paris-listed Arkema to accelerate the development of its coating solutions segment in Asia and to assist its customers in fast-growing markets such as super-absorbents, paints, adhesives and water treatment. Partner Gary Lock pioloted the transaction.

J Sagar Associates has advised State Bank of India (SBI) in respect of a qualified institutions placement of 80.32 billion equity shares. The book-running lead managers to the issue were Citigroup Global Markets India Private Ltd, Deutsche Equities India Private Ltd, DSP Merrill Lynch Ltd, HSBC Securities and Capital Markets (India) Private Ltd, JP Morgan India Private Ltd, SBI Capital Markets Ltd and UBS Securities India Private Ltd. Partner Dina Wadia led the transaction.

Khaitan & Co has advised Inox India Ltd as a sponsor in respect of a US$7 million credit facility granted to Cryogenic Vessel Alternatives Inc, a joint venture of Inox India. The firm advised on the overseas direct investment aspects of the New York law governed shortfall funding arrangement provided by Inox India in favour of Bank of America NA, the lender. Partner Shishir Mehta led the transaction.

Khaitan & Co has also advised Citigroup Global Markets India Private Ltd as the manager in respect of the offer for buy-back of up to 9.88 percent of the equity share capital of United Phosphorus Ltd for approximately US$50 million from open market through stock exchanges. Executive director Sudhir Bassi and partner Arindam Ghosh led the transaction.

Luthra has acted as sole legal counsel to State Bank of India (SBI) in respect of an approximately US$580 million term loan extended to ONGC Tripura Power Company Ltd (OTPCL). The facility consists of a rupee term loan not exceeding US$480 million and a short term loan of US$80 million provided by SBI to OTPCL for the 726.6 (2 x 363.3 MW) natural gas based combined cycle power project at Pallatana in Udaipur District, Tripura State. The estimated cost of the project is US$640 million. Partner Piyush Mishra led the transaction.

Luthra has also acted for DLF, India’s largest real estate company, in respect of the US$358 million sale of its luxury hospitality chain Aman Resorts back to the company’s founder Adrian Zecha. DLF Global Hospitality Ltd (DGHL), a 100 percent step-down subsidiary of DLF, sold its 100 percent equity stake in Silverlink Resorts Ltd, owner of Aman Resorts, back to Aman Resorts Group Ltd (ARGL). DLF undertook the sale thru a management buyout of its luxury hospitality chain. ARGL is a joint venture between Peak Hotels & Resorts Group Ltd and Adrian Zecha. DGHL had purchased 100 percent equity in Aman Resorts in 2007. The deal excludes the iconic Lodhi Hotel in Delhi which shall remain a part of DLF. Partners Mohit Saraf and Sundeep Dudeja led the transaction whilst Davis Polk & Wardwell acted as New York counsel.

Majmudar & Partners has acted as Indian counsel to Bank of Baroda London in respect of a supplemental facility transaction in which the bank extended a term loan of US$25 million to Gujarat NRE Coking Coal Ltd Australia for its capital requirements. The facility was backed by security from the company’s affiliates worldwide. Partner Prashanth Sabeshan led the transaction whilst TLT acted as English counsel.

Maples and Calder has acted as British Virgin Islands to Favor Sea Ltd in respect of its issue of US$150 million 11.75 percent guaranteed senior notes due 2019. The notes are guaranteed by China XD Plastics Company Ltd, the issuer’s direct parent. Greg Knowles and Richard Spooner led the transaction whilst Shearman & Sterling acted as US counsel. Simpson Thacher & Bartlett acted as US counsel to the joint book-runners and joint lead managers, consisting of Morgan Stanley, UBS, HSBC and China Minsheng Banking Corp Ltd Hong Kong Branch.

Mayer Brown JSM has advised ICBC International Capital Ltd (ICBC) in respect of the successful listing of Redco Properties Group Ltd on the HKSE on 30 January 2014. Shenzhen-based Redco Properties is an integrated residential and commercial property developer primarily focusing on residential property development in the PRC. It was among the first batch of listing applicants making a listing application under the New Sponsor Regime which came into effect on 1 October 2013. The US$128 million proceeds will be used to pay the land premium of the land use rights of new land on property development projects, for working capital and other general corporate purposes. Partner James Fong led the transaction.

Norton Rose Fulbright has advised Indonesian state electricity company PT Perusahaan Listrik Negara (Persero) (PLN) in respect of the financing of its MW184 Arun and MW155 Bangkanai gas fired power plants in Aceh and Central Kalimantan, respectively. The facilities are landmark export credit agency (ECA) transactions in South East Asia and are PLN’s first international bank financings that are not guaranteed by the Indonesian Ministry of Finance. The two power plants will supply electricity to over 150,000 homes. The Arun power plant will be powered by liquefied natural gas and will be the largest gas engine based peaking power plant in Indonesia. The Bangkanai plant is a 155 MW gas engine based plant and will produce electricity for the Kalimantan grid. The €160 million (US$218.7m) export credit financings were arranged by Standard Chartered Bank whilst Finnvera, the Finnish ECA owned by the State of Finland, issued guarantees to cover the debt. Jeff Smith, supported by partner Nick Merritt, led the transaction. Allen & Overy advised the lenders.

Rodyk & Davidson has acted for Panasonic Corporation in respect of the sale and purchase agreement for the sale of its three subsidiaries to UTAC Manufacturing Services Ltd, a wholly-owned subsidiary of UTAC Holdings Ltd, a leading semiconductor testing and assembly services provider headquartered in Singapore. The three subsidiaries being divested operate semiconductor testing and assembly facilities, and are strategically located in Singapore, Indonesia and Malaysia. Total transaction value for the acquisition will be US$116.5 million, payable over five years, inclusive of certain transitional services agreements with Panasonic. Panasonic’s sale of the three subsidiaries is part of the company’s structural transformation of its semiconductor business. On completion of the transaction, Panasonic will continue to utilise the services of the three facilities as contract manufacturers for semiconductor testing and assembly. Partner Gerald Singham, supported by partners Terence Yeo, Dawn Tong and Catherine Lee, led the transaction.

Shearman & Sterling is advising a consortium of financial investors led by Capital Square Partners (CSP) and CX Partners (CX) in respect of their proposed acquisition of the global BPO business of Aditya Birla Minacs (Minacs) from ABNL IT & ITeS Ltd, a wholly-owned subsidiary of Aditya Birla Nuvo Ltd, for an enterprise value of approximately US$260 million. Minacs is a leading business process outsourcing company that partners with global corporations. CSP is a financial investor backed by principals Sanjay Chakrabarty and Aparup Sengupta, with investments and industry leadership across the IT, BPO and analytics sectors. CX is a private equity firm focused on providing growth equity to companies in India. Partners Sidharth Bhasin, Stephen Besen, Larry Crouch, Caroline Leeds Ruby and Richard Hsu led the transaction whilst Luthra, led by partners Bikash Jhawar and Amit Shetye, is also advising on the transaction.

Skadden is representing state-owned China Huaxin Post and Telecommunications Economy Development Centre in respect of its US$362 million acquisition of the enterprise business of Alcatel-Lucent SA, a wireline and wireless telecommunications company in France. Partners Gregory Miao, Daniel Dusek and Ivan Schlager led the transaction.

Slaughter and May has advised Thermo Fisher Scientific in respect of the competition aspects of its US$13.6 billion acquisition of Life Technologies, combining two of the leading laboratory and life sciences companies in the world. The transaction was announced on 15 April 2013 and completed on 3 February 2014 following receipt of approvals from all relevant competition authorities, including conditional clearances from the European Commission under the EU Merger Regulation on 26 November 2013; the Ministry of Commerce in China under the Chinese Anti-Monopoly Law on 14 January 2014; and the US Federal Trade Commission under the Hart-Scott-Rodino Act, published on 31 January 2014. Partners John Boyce and Michael Rowe spearheaded the transaction whilst Axinn, Veltrop & Harkrider and Blake Cassels & Graydon advised on US and Canadian antitrust issues, respectively. The firm also coordinated the global merger control notifications, in conjunction with its ‘Best Friend’ firms in China (Jun He Law Offices), Japan (Anderson Mori & Tomotsune), South Korea (Kim & Chang), Australia (Gilbert + Tobin), New Zealand (Russell McVeagh) and Russia (ALRUD).

White & Case has advised Greentown China Holdings Ltd, a luxury residential property developer in China, in respect of its subsidiary’s offering of US$500 million subordinated perpetual capital securities callable 2019. The perpetual capital securities were issued by Moon Wise Global Ltd, a wholly-owned subsidiary of Greentown China Holdings, and guaranteed by Greentown China Holdings. The net proceeds will be used to replace and refinance existing perpetual securities, as well as for general working capital purposes. Partners Anna-Marie Slot and David Li piloted the transaction.

WongPartnership has acted for DBS Bank Ltd as sole lead manager and book-runner in respect of the issuance by Hyflux Ltd of S$300 million (US$236.6m) in aggregate principal amount of 5.75 percent perpetual capital securities. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership is also acting for the Land Transport Authority of Singapore (LTA) in respect of the insolvency of a main contractor, Alpine Bau GmbH (Alpine), for works in the Downtown Line Stage 2 rail transit system. The total value of the contracts awarded by LTA to Alpine was approximately S$670 million (US$528.4m). The total value of the replacement contracts awarded by LTA to new contractors was approximately S$476 million (US$375.4m). Partners Chan Hock Keng and Lesley Tan are leading the transaction.