|Allen & Overy has acted as counsel to Citicorp Securities (Thailand) Limited, Thanachart Securities Public Company Limited and TMB Bank Public Company Limited, the managers of the Baht 2.6 billion bonds issued by Citigroup Inc with a tenor of five years. The transaction was the first Baht-denominated bond issue by a non-government foreign corporation in the Thai bond market. The bonds, assigned long-term unsecured senior debt ratings of “AA-” by Standard & Poors and “Aa1” by Moody’s Investors Service, are listed with the Thai Bonds Market Association. Citicorp Securities (Thailand) Limited was the sole bookrunner; Thanachart Securities Public Company Limited and TMB Bank Public Company Limited acted as co-managers. The Siam Commercial Bank Public Company Limited was Bondholders’ Representative. The Thailand Securities Depository Company Limited was appointed as Registrar.
Herbert Smith has advised Goldman Sachs as joint lead manager and sole bookrunner on a US$350 million credit-wrapped sovereign-backed bond offering by Sarawak Capital Inc, a special purpose vehicle owned by the State of Sarawak, a sovereign state of the Federation of Malaysia. The offering is one of the few credit-wrapped offerings completed in Asia ex-Australia and the first credit-wrapped offering completed in Southeast Asia to be guaranteed by MBIA, one of the largest worldwide financial guarantors of structured financings. The funds will be used principally to refinance existing indebtedness supported by the State of Sarawak.
Paul, Hastings, Janofsky & Walker has represented CapitaLand Limited and CapitaRetail China Trust Management Limited on the S$250 million (approximately US$162.6 million) initial public offering of the CapitaRetail China Trust real estate investment trust (CRCT REIT). The landmark CRCT REIT is the first REIT to list in Singapore with a portfolio made up solely of PRC-based assets and it is also one of the first foreign investors to invest in PRC real estate in compliance with the new property ownership rules promulgated by the PRC government in July 2006.
Freshfields Bruckhaus Deringer has advised Goldman Sachs and China International Capital Corporation on the US$365 million Hong Kong IPO and global offering of China Communications Services, the telecommunications engineering and technical service unit of China Telecommunications Group.
Freshfields Bruckhaus Deringer has advised Tesco on the acquisition of Makro’s cash & carry operation in Malaysia.
Paul, Hastings, Janofsky & Walker has advised Standard Chartered Bank, the arranger and swap provider and HSBC, the trustee and transaction administrator, on a US$1.26 billion cross-border residential mortgage backed securitisation (RMBS) transaction in Korea. Korea First Mortgage No.6 Limited, a special purpose vehicle incorporated in the Cayman Islands, issued the notes, which are ultimately backed by residential mortgage loan assets originated by Standard Chartered First Bank Korea Limited. Korea First Mortgages No.6 is SCFB’s sixth cross-border RMBS deal and the largest RMBS to emerge in Asia ex-Japan and Australia.
Paul, Hastings, Janofsky & Walker has advised Standard Chartered Bank, the arranger and HSBC, the trustee and transaction administrator, in the sale of US$300 million of notes for Samsung. The deal is Samsung’s ninth cross-border credit card securitisation, making it the most frequent repeat issuer in Asia ex-Japan. The floating rate secured notes issued by Frontier IX Limited are due in 2010 and rated AAA by Fitch Ratings and Aaa by Moody’s Investors Service.
Azmi & Associates has acted for MAYBAN-JAIC ASEAN Fund Ltd P (a Labuan-based limited partnership) in a two-tranche venture capital investments in ISCM Technology (Thailand) Co Ltd and ISCM (Industries) Thailand Co Ltd (companies incorporated in Thailand), which are involved in the businesses of contract manufacturing of electronic components and manufacturing of carton boxes, shipping case and other packaging materials respectively.
Clifford Chance has advised the UK-listed private equity firm, 3i Group plc and Khazanah Nasional Berhad, the investment holding arm of the Government of Malaysia, on the creation of a US$620 million (S$960 million) reinsurance company registered in Singapore. The company, which is named Asia Capital Reinsurance Group Pte Ltd, will be based in Singapore and will be involved in managing insurance risks for ships, airlines and the oil and gas industry in Asia, widely seen as growth areas. 3i and Khazanah have each invested US$200 million for a combined 65 percent stake.
Herbert Smith has advised Zhaojin Mining Industry Company Limited, one of China’s leading gold producers, on its global offering of 172.8 million shares on the Hong Kong Stock Exchange. The IPO raised approximately HK$2.2 billion (US$282 million) and attracted strong interest from the market. Priced at the top of its range, the Hong Kong public offering was more than 500 times oversubscribed and there was also strong demand from international investors. The funds raised through the IPO will be used to improve the company’s current mines and expand exploration.
Baker & McKenzie has acted as international transaction counsel in connection with PT Mobile-8 Telecommunications Tbk’s US$96 million IPO and global offering, while Hadiputranto, Hadinoto and Partners acted as Indonesian counsel to the Underwriters PT Bhakti Securities, PT CIMB-GK Securities Indonesia, and PT Danareksa Sekuritas. The shares commenced trading on both the Jakarta and Surabaya Stock Exchanges on 29 November 2006. The offering is the largest Indonesian IPO in 2006, based on size of proceeds and was conducted pursuant to Regulation S under the US Securities Act. Mobile-8 Telecom is the fourth largest, and the largest CDMA based, nationwide licensed mobile cellular operator in Indonesia.
Cleary Gottlieb has represented Ports America Inc, a wholly-owned subsidiary of AIG Global Investment Group, in connection with its successful bid for the acquisition P&O Ports North America Inc. The acquisition is subject to regulatory approval and other customary closing conditions. Closing is expected to occur in the first quarter of 2007.
Baker & McKenzie has advised HSBC Institutional Trust Services (Asia) Limited as the Trustee of Sunlight Real Estate Investment Trust (Sunlight REIT). Sunlight REIT’s diversified portfolio will comprise 20 office and retail properties located throughout Hong Kong Island, Kowloon and New Territories with a total appraised value of approximately HK$9.09 billion, which it will acquire from the Henderson Land Development and Shau Kee Financial Enterprises groups. HSBC, Deutsche Bank and Macquarie Securities are the joint global coordinators and joint bookrunners.
Baker & McKenzie has advised Shanghai Jin Jiang International Hotels (Group) Company Limited, as Hong Kong and US law counsel, on its US$311 million (HK$2.42 billion before exercise of the over allotment option) global offering. The shares will commence trading on the Hong Kong Stock Exchange on 15 December 2006. Shanghai Jin Jiang International Hotels, which is China’s biggest hotel operator, is principally engaged in star-rated hotel operation and management, budget hotel operation and franchising, restaurants and related businesses. It has interests in 263 hotels spread over 73 cities in China, including landmark hotels such as the Peace Hotel and Jin Jiang Hotel. As part of the offering, Starwood Capital, the founder of Starwood Hotels and Resorts Worldwide Inc has taken a stake as the strategic investor; David Li, chairman of Bank of East Asia and Bank of China Group Investment Ltd have also taken a stake as cornerstone investors.
Majmudar & Co has acted as Indian legal counsel to the underwriters, DSP Merrill Lynch, in the public issue of Blue Bird (India) Limited of 8,775,000 equity shares of Rs.10 each for cash at a price of Rs.105 per equity share, including a share premium of Rs.95 per equity share, aggregating to Rs.921.38 million. The issue constitutes 28.57 percent of the fully diluted post-issue equity capital of Blue Bird, which is a leading manufacturer of paper-based notebook and stationery products with a strong presence in western and southern India.
Majmudar & Co has represented Swiss equipment manufacturer Sauter, in its deal involving a purchase of a 26 percent equity stake in Chennai-based, Race Technologies. Sauter will be investing Rs.250,000,000 into Race over the next 30 months.
Clifford Chance has acted as international counsel to the three lead structuring and arranging banks, Citibank NA, Deutsche Bank Group and Mizuho Corporate Bank Ltd, in the refinancing (by way of a whole business securitisation scheme) of debt relating to the acquisition of SOFTBANK MOBILE Corp, a leading Japanese mobile telecommunications service provider. This is one of the first whole business securitisations in Japan and is by far the largest to-date.
Cleary Gottlieb has represented Kingboard Laminates Holdings Limited and its parent, Kingboard Chemical Holdings Limited, in the HK$5.8 billion initial public offering of ordinary shares of Kingboard Laminates. The global offering included a Hong Kong public offering with a listing on the Stock Exchange of Hong Kong, an offering to institutional investors elsewhere in the world and a preferential offering to existing shareholders of Kingboard Chemical. The IPO resulted from the spin-off by Kingboard Chemical of its laminate and laminate-related operations. Following the spin-off, Kingboard Chemical will continue to operate its PCB and chemicals businesses.
Slaughter and May has advised First Reserve Corporation (First Reserve) and AMCI Capital LP (AMCI) on their pre-IPO strategic investments in China Coal Energy Company Limited (China Coal), the second largest coal enterprise in the PRC. The aggregate value of the investments by First Reserve and AMCI was US$125 million. On 6 December 2006, China Coal announced its proposed global offering of H shares, which aims to raise approximately HK$13.15 billion (US$1.7 billion). First Reserve is one of the oldest and largest private equity firms which specialises in the energy industry. AMCI is a fund managed by the founders and sole shareholders of American Metals & Coal International Inc, a global coal and resources company which has a significant volume of coal production, processing, transport and logistics assets in many parts of the world.
Herbert Smith has acted for COFCO International Limited on a successful top-up placing of 100 million shares that raised approximately HK$685 million. COFCO International is incorporated in Bermuda and was listed on the Main Board of the Hong Kong stock exchange in 1990. Its diversified businesses include oilseed processing, wineries, confectionery, wheat processing and food-related trading. Its parent, China National Cereals, Oils & Foodstuffs Corporation is one of the largest import and export companies in China and the largest company in the Chinese food sector. Herbert Smith advised on the Hong Kong and US law aspects of the transaction.
Skadden, Arps, Slate, Meagher & Flom has represented Goldman Sachs (Asia) LLC and the other underwriters (as both Hong Kong and US counsel) in the US$817.6 million initial public offering and listing on the Hong Kong Stock Exchange of Kingboard Laminates Holdings Limited. Kingboard Laminates, the world’s largest stand-alone laminate manufacturer, is a subsidiary of Hong Kong listed Kingboard Chemicals Holdings Limited. The transaction is the largest spin-off to date on the Hong Kong Stock Exchange by a manufacturing company.
Clifford Chance has advised the State Government of Sarawak, Malaysia, on the issue by Sarawak Capital Incorporated of US$350 million 5.925 percent guaranteed fixed rate amortising notes due 2026. The notes are guaranteed by Sarawak Capital Assets Sdn Bhd and, as to originally scheduled principal and interest only, MBIA UK Insurance Limited. This transaction, which is notable for the credit enhancement provided by MBIA UK Insurance Limited, marks the first monoline-wrapped bond by a Malaysian issuer. The notes are listed on the Labuan Stock Exchange.