Deals – 13 June 2013

AZB & Partners has also advised Newbridge India Investments II Ltd in respect of the approximately US$295.8 million sale of its approximately 22.85 million shares, representing an approximately 10 percent interest in Shriram Transport Finance Company Ltd by way of a block trade on the stock exchanges. Partner Shuva Mandal led the transaction which was completed on 10 May 2013.

Allen & Overy is advising the export credit agencies and commercial lenders in respect of the US$5 billion financing of the Nghi Son Refinery and Petrochemical project in Vietnam. Total project costs are in excess of US$9 billion. The key facility providers include Japan Bank for International Cooperation (JBIC), The Export-Import Bank of Korea (KEXIM), Nippon Export and Investment Insurance (NEXI), The Bank of Tokyo-Mitsubishi UFJ Ltd (BTMU) and 24 commercial lenders covered by guarantees or insurance from KEXIM and NEXI. Nghi Son Refinery and Petrochemical Ltd Liability Company (NSRP) will use the loans as well as sponsors’ equity to fund the construction of the refinery and associated infrastructure over 40 months. Construction is scheduled to commence in July 2013 whilst the refinery is expected to start commercial operations in 2017. NSRP is a joint venture formed by Idemitsu Kosan Co Ltd (35.1 percent), Kuwait Petroleum Europe BV (35.1 percent), Vietnam Oil and Gas Group (25.1 percent) and Mitsui Chemicals Inc (4.7 percent). Partners Aled Davies, Simon Black and Matthias Voss are leading the transaction.

DLA Piper has advised Rolta India Ltd in respect of the first Rule 144A/Regulation S high yield bond offering from India after the successful pricing of US$200 million 10.75 percent senior notes in the international markets. The notes will be listed on the SGX-ST. Rolta India is a technology company based in India, with operations in 40 locations around the world. It has a significant focus on the defence industry and homeland security. The bonds were issued by Rolta LLC, one of Rolta’s US subsidiaries, and guaranteed by subsidiaries in the US, UK and UAE in addition to the Indian parent company. Stephen Peepels, assisted by partners Sharon Smith and Debbie Barbour, led the transaction whilst AZB & Partners advised as to Indian law. Barclays, Citigroup, DBS and Deutsche Bank acted as the joint lead managers and were advised by Davis Polk as to US law. Trilegal, led by partner Srinivas Parthasarathy, advised Deutsche Bank.

Han Kun Law Offices has represented the underwriters, consisting of Credit Suisse, Stifel, Pacific Crest Securities, Oppenheimer and China Renaissance Securities, in respect of LightInTheBox Holding Co Ltd’s IPO on the NYSE. The transaction is the first listing of a Chinese company in the US stock exchanges in 2013. LightInTheBox made its US market debut on 6 June 2013, raising US$78.85 million. LightInTheBox’s shares surged as much as 17.47 percent from its IPO price of US$9.5 on the first day. LightInTheBox is a global online retail company which sources most of its products directly from China-based manufacturers. Yijun Chao, Joyce Li, Tracy Zhou, Rae Liu and Arong advised on the transaction.

Jones Day has advised a syndicate of ten banks, comprising of DSP Merrill Lynch, Morgan Stanley, Goldman Sachs, Standard Chartered, SBI Capital Markets, Axis Capital, Citi, Deutsche Equities, IDFC and Macquarie Capital, in respect of the US$180 million institutional private placement (IPP) of equity shares of Adani Ports and Special Economic Zone Ltd, pursuant to Section 4(2) and Regulation S. Adani Ports is one of India’s largest private port developer and operator and is part of the Ahmedabad-based Adani Group. The IPP, undertaken to comply with SEBI’s minimum public shareholding norms, got an overwhelming response from investors and reflects one of the largest capital raisings of 2013 in India. The deal posed unique challenges, in view of the large syndicate and an accelerated timeline due to SEBI’s deadline of 3 June 2013 to comply with the minimum public shareholding norms. Partner Manoj Bhargava, with partner Colleen Laduzinski, led the transaction. Amarchand & Mangaldas & Suresh A Shroff & Co, led by Yash Ashar and Gaurav Gupte, advised Adani Ports. Khaitan & Co, led by Nikhilesh Panchal and Sudhir Bassi, advised the placement agents.

J Sagar Associates has advised Cadence Design Systems Inc in respect of its acquisition of Cosmic Circuits Private Ltd through a subsidiary company in Mauritius, Gardenia MJM II. Headquartered in San Jose, California, Cadence is a global leader in electronic design automation and plays an essential role in the creation of today’s integrated circuits and electronics. Cosmic is a leading provider of analogue and mixed signal intellectual property cores and offers silicon proven IP solutions in connectivity and advanced mixed signal technologies. Partners Sajai Singh and Gerald Manoharan led the transaction.

Khaitan & Co has advised Morgan Stanley India Company Private Ltd, as manager to the open offer, in respect of McGraw Hill Financial Inc’s voluntary open offer, through its subsidiaries, to acquire up to 22.23 percent of the total outstanding shares of CRISIL Ltd for approximately US$335 million. CRISIL Ltd is a global analytical company providing ratings, research and risk and policy advisory services. It is India’s leading ratings agency and also a provider of high-end research to some of the world’s largest banks and leading corporations. Partner Arindam Ghosh and executive director Sudhir Bassi led the transaction.

Khaitan & Co has also advised the promoters of TTK Prestige Ltd in respect of the sale of 350,000 shares in a block deal to Cartica Capital for approximately US$22 million. TTK Prestige Ltd is part of the TTK Group and has emerged as India’s largest kitchen appliances company. Partner Murali Neelakantan led the transaction.

Latham & Watkins has represented Deutsche Bank as initial purchaser in respect of SoftBank’s offering of an aggregate of US$3.3 billion dollar and euro denominated senior notes due 2020. The offering comprised of approximately US$2.5 billion 4.5 percent senior notes and €625 million (US$833.7m) 4.625 percent senior notes. The underwriters for the transaction were Deutsche Bank Securities Inc, Deutsche Bank AG London Branch, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Agricole Corporate and Investment Bank, Mizuho Securities USA Inc, Mizuho International plc, Morgan Stanley & Co LLC, Nomura International plc and Nomura Securities International Inc. The transaction was the largest high yield bond offering ever by an Asian issuer. The proceeds are expected to be used for SoftBank’s US$20.1 billion proposed acquisition of US mobile carrier Sprint Nextel Corp, the largest-ever overseas acquisition by a Japanese company. Partner Bryant Edwards, with partner Hiroki Kobayashi, led the transaction.

Latham & Watkins has also represented SGX-listed Hiap Hoe Ltd in respect of the establishment of its S$500 million (US$399.36m) multicurrency medium term note programme. Hiap Hoe Ltd operates in property development and sale, hotel and commercial property development and holding, and construction and building. Partner Sin Chei Liang led the transaction.

Paul Hastings has represented China Everbright International Ltd (Everbright International), an HKSE-listed company focusing on the development of environmental protection businesses, in respect of its US$70 million term loan facilities from International Finance Corporation (IFC) to a wholly-owned subsidiary of Everbright International engaging in waste water treatment and other types of water projects. The proceeds of the loan will be used to finance the construction and operation of waste water treatment plant, reusable water treatment plant and water purification plant in various cities in the PRC. Partners Raymond Li and Vivian Lam led the transaction.

Rajah & Tann has advised CWT Ltd, a leading solutions provider of integrated logistics and supply chain management, in respect of the amendment of its existing S$500 million (US$399.36m) multicurrency medium term note programme to, inter alia, include provisions for perpetual securities which are proposed to be listed on the SGX-ST and will be offered to institutional and accredited investors; and the issuance of S$100 million (US$79.89m) 3.9 percent senior secured notes due 2019 under the debt issuance programme. The notes were listed on the SGX-ST and offered to institutional and accredited investors. Partners Ng Sey Ming and Lee Weilin led the transaction which was completed on 18 April 2013. DBS Bank Ltd and Standard Chartered Bank, the arrangers and dealers of the debt issuance programme, were advised by Allen and Gledhill.

Trilegal has advised CLP Wind Farms (India) Private Ltd in respect of setting up of 130MW wind power project developed by Gamesa Wind Turbines Private Ltd in Maharashtra, India. Partner Akshay Jaitly led the transaction which was completed on 15 May 2013.

Watson, Farley & Williams Asia Practice has advised Petrofac and SapuraKencana as sponsors in respect of a US$300 million facility for the re-financing of the floating production, storage and offloading facility named FPSO Berantai which is currently deployed in a marginal field in Malaysian waters with Petrofac Energy Developments Sdn Bhd as field operator. SapuraKencana Petroleum Berhad is a major oil and gas services company headquartered in Malaysia. Petrofac Ltd, one of the world’s leading oilfield service companies, provides integrated services across the oil and gas asset life cycle in 29 countries worldwide. The loan facility was provided to Berantai Floating Production Ltd, a joint venture entity owned by the sponsors, by a syndicate of lenders consisting of Malayan Banking Berhad, Natixis Singapore Branch, Standard Chartered Bank and Sumitomo Mitsui Banking Corporation. Natixis Singapore Branch acted as co-ordinating bank for the lenders whilst Standard Chartered Bank (Hong Kong) Ltd was appointed as facility agent and security agent. Partner Andrew Nimmo led the transaction.