Deals – 14 June 2012

Allen & Gledhill has also advised DBS Bank Ltd, as the sole arranger as well as issuing and paying agent, the agent bank and the central money-market unit service and paying agent, and DBS Trustee Ltd, as the trustee of the holder of the notes, in respect of the issue by HSBC Institutional Trust Services (Singapore) Ltd, as trustee of CapitaRetail China Trust, of a S$500 million (US$390.6m) multi-currency medium term note programme under which the issuer may issue notes from time to time. Partners Margaret Chin, Sunit Chhabra and Ong Kangxin led the transaction.

Allens has advised Nasdaq-listed solar module manufacturer First Solar in respect of its role as part of AGL Energy Ltd’s successful tender for the Federal Government’s Solar Flagships Program which supports the development of a range of solar energy projects and technologies. The program offers funding to support the construction and demonstration of large-scale, grid connected solar power plants in Australia. Under the program, First Solar will deliver to AGL Energy a 106 MW PV solar power plant in Nyngan and a 53 MW PV solar power plant in Broken Hill, both in New South Wales.The projects have a combined project value of approximately A$450 million (US$447.8m). Construction is expected to begin on both projects in 2014, with commercial operations commencing in 2015. Partner Anthony Arrow led the transaction. Freehills is acting for AGL Energy.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised Mitsui Sumitomo Insurance Company Ltd in respect of securing the necessary clearance from the Competition Commission of India (CCI) for the acquisition by Mitsui Sumitomo of 26 percent of the equity share capital of Max New York Life Insurance Company from New York Life International Holding Ltd and Max India. After the acquisition, New York Life International Holding Ltd will completely exit Max New York Life Insurance Company.
The clearance was obtained within 19 days, the shortest time period within which the CCI has granted clearance for an acquisition (without clock stops for additional information or clarifications) to date. Partner Nisha Kaur Uberoi advised on the transaction.

Amarchand & Mangaldas & Suresh A Shroff & Co has also acted for Satish Yeachareddy in respect of an investment in mineral ore trading company Bhoomi Resources Private Ltd. The key challenge in the transaction was to secure the rights of the investor in the investee company which relied on long term underlying contracts with lessees of the mines. Given the restrictive regulatory environment in the mining sector relating to the transfer of interest/licenses in mines, the investment had to be structured to carefully balance the rights of the investee in respect of supply contracts without violating the terms of any existing licenses. The aggregate deal value is INR15 crores (US$2.7m) constituting a stake of 47 percent in the investee company on a fully diluted basis. Partner Arjun Lall led the transaction which was signed on 25 April 2012 and which closed recently.

Clifford Chance has advised NTT Communications Corporation in respect of its acquisition of an 85 percent stake in Gryon Internet Ltd, a leading data centre service provider based in the UK. NTT Communications provides consultancy, architecture, security and cloud services with worldwide network and over 120 secure data centres, and is a subsidiary of NTT, one of the largest telecommunications companies in the world. Partner Tatsuhiko Kamiyama led the transaction.

Clifford Chance has also advised Credit Agricole Corporate and Investment Bank and The Tokyo Star Bank Ltd in respect of the commercial financing of an A320-200 to be operated by AirAsia Japan, the first aircraft to be operated by the airline. Partner Simon Briscoe led the transaction which closed on 7 June 2012. AirAsia was advised by Stephenson Harwood Singapore on English law aspects and by Latham & Watkins Tokyo on Japanese law aspects.

Freshfields Bruckhaus Deringer has advised China United Network Communications Group (CUNCG), the parent company of China Unicom (Hong Kong) Ltd, in respect of its proposed acquisition of part of Telefónica’s shareholding in China Unicom. Under the deal, CUNCG, through its wholly-owned subsidiary, has agreed to acquire 4.56 percent of China Unicom from Telefónica for approximately US$1.4 billion. Completion of the acquisition is conditional upon attaining the relevant PRC regulatory approvals and is expected to take place by 31 July 2012. Chairman Teresa Ko and partner Grace Huang led the transaction.

Hadiputranto, Hadinoto & Partners, the member firm of Baker & McKenzie in Indonesia, has advised PT Indika Energy Tbk’s subsidiaries in respect of their acquisition of PT Multi Tambangjaya Utama (MTU) for US$132 million plus the assumption of bank loans and other debt. MTU is a bituminous thermal and coking coal company based in Central Kalimantan and a subsidiary of Asia Thai Mining. Norman Bissett led the transaction.

Khaitan & Co has advised Thomson Reuters Corporation USA in respect of the Indian leg of the sale of its global healthcare business to Veritas Capital, USA for US$ 1.25 billion. Thomson Reuters Corporation is a global business data provider to business corporations and investment managers and was created by Thomson Corporation’s purchase of Reuters Group in 2008. It operates in 100 countries and has over 55,000 employees. Partner Rabindra Jhunjhunwala led the transaction.

Khaitan & Co has also advised Reliance Equity Advisors (India) Ltd in respect of its approximately US$18 million investment in Butterfly Gandhimathi Appliances Ltd. Reliance Equity Advisors, wholly owned by Reliance Capital Ltd, is the investment manager of the Reliance Alternative Investments Fund – Private Equity Scheme I (a private equity fund). Partner Haigreve Khaitan led the transaction.

Majmudar & Partners has represented SS&C Technologies, a leading global provider of investment and financial software-enabled services, in respect of its US$170 million acquisition of Thomson Reuters’ PORTIA business. The transaction involves the setting up of SS&C’s Indian subsidiary and the transfer of employees and assets from the Indian office of Thomson Reuters’ PORTIA business in Bangalore to SS&C’s Indian subsidiary. Partner N Raja Sujith led the transaction.

Minter Ellison has advised Lloyds International Pty Ltd in respect of the entry of its subsidiaries BOS International (Australia) Ltd and Capital Finance Australia Ltd into an agreement to sell a portfolio of Australian corporate real estate loans to AET SPV Management Pty Ltd (as trustee of the Lawson Trust) for approximately A$620 million (US$616.7m). The purchaser is a joint venture of funds sponsored by Morgan Stanley Real Estate Investing and Blackstone Real Estate Partners. The advisory team was led by partner Victoria Mathewson and included partners John Elias, Daniel Scotti, Lindsay Powers and David McElhone. Freehills, led by partner John Nestel, advised the purchaser.

Minter Ellison has also advised the selling shareholders of SCF Group – Archer Capital Growth Fund (major shareholder), Richard Sykes and Lindsay Carthew (founders of SCF Group), and other management shareholders – in respect of the sell-down of their investment in the container leasing company. UK-listed Intermediate Capital Group took a minority stake in SCF Group and the SCF management team, led by chief executive officer Richard Sykes, increased its stake to hold a majority stake. SCF Group is an independently owned and operated Australian business that sells and leases cargo shipping containers. Partner Dan Marks led the transaction with partner Greg May whilst Allen & Overy, led by partner Grant Koch, advised Intermediate Capital Group.

Ogier has acted as Cayman Islands counsel to Taiwan-based Zhen Ding Technology Holdings (ZDT) in respect of its debut convertible bond issue which raised US$175 million. The zero coupon notes were issued at par and can be redeemed at 104.59 percent to give a yield to maturity of 1.5 percent per annum. ZDT makes printed circuit boards which are used in virtually all kinds of electronic devices. Partner Nathan Powell led the transaction. Lee and Li acted as ZDT’s ROC legal adviser and Beijing Tian Yuan Law as ZDT’s PRC legal adviser. Simpson Thacher & Bartlett acted as US legal adviser to the initial purchasers.

Simmons & Simmons has advised the PRC’s biggest cotton trader Chinatex Corporation in respect of the subscription of 34 percent shares in HKSE listed textile and garment company Fountain Set (Holdings) Ltd for HK$511 million (US$65.9m) and the application to the Securities and Futures Commission for a whitewash waiver. The deal involves Chinese state owned Chinatex becoming the single largest shareholder in Fountain Set by way of subscription of new shares. To overcome the regulatory requirement to undertake a mandatory general offer in Hong Kong, Chinatex has applied for a whitewash waiver from the Securities and Futures Commission in Hong Kong. Partners Davis Wang and Tom Deegan led the transaction.

Sullivan & Cromwell is representing Canada Pension Plan Investment Board (CPPIB), which provided equity funding to Genivar Inc (Canada), in respect of its takeover of WSP Group PLC (UK). Partner Ben Perry led the transaction which was announced on 7 June 2012. Genivar was advised by Linklaters whilst WSP was advised by Nabarro.

Sullivan & Cromwell is also representing Savers Inc chairman Thomas Ellison and CEO Kenneth Alterman in respect of the approximately US$1.72 billion acquisition by Leonard Green & Partners LP and TPG Capital of all interests in Savers held by Freeman Spogli & Co. Partner Alison Ressler, with partners Matthew Friestedt, Andrew Mason and Yvonne Quinn, led the transaction which was announced on 8 June 2012.

White & Case has advised China Development Bank (CDB) in respect of its commitment of up to US$750 million to fund the procurement, construction, installation and operation of solar power projects in New Jersey, USA with a total installed capacity of up to 300MW. The financing comprises both secured EPC financing to be provided to SPI Solar and secured long-term financing to be provided to KDC Solar, a New Jersey-based installer and operator of solar power projects. NYSE listed SPI Solar is the US-based subsidiary of NYSE listed LDK Solar, the Jiangxi China-based manufacturer of photovoltaic solar panels used in the project. Partner John Shum led the transaction whilst Walkers (Cayman Islands) and Wilentz Goldman & Spitzer (New Jersey) also advised CDB.

Wong & Partners, the member firm of Baker & McKenzie in Malaysia, has advised Bahrain’s Gulf International Bank (GIB) in respect of the establishment of its 3.5 billion Malaysian Ringgit (US$1.1b) denominated Islamic medium term note programme based on the Shariah principle of wakalah (the sukuk programme). This is GIB’s first ever Malaysian sukuk, having previously established a Euro medium term note programme listed on the LSE and issued two conventional bonds in the Saudi market. This sukuk programme will give GIB an opportunity to tap into the Islamic capital market whenever it chooses. Partner Azizul Adnan led the transaction.

WongPartnership has acted for Tung Xin Investment Pte Ltd in respect of a voluntary unconditional cash offer for all the issued and paid-up ordinary shares in the capital of SGX listed Brothers (Holdings) Ltd. Partners Andrew Ang and Tay Liam Kheng led the transaction.

Wongpartnership has also advised CLSA Capital Partners in respect of a lease of approximately 90,000 sq ft which covers the sixth to ninth floors of PoMo, a mixed retail and office development along Selegie Road, Singapore, to be used for the development of a school, as well as for commercial and office space. Partner Carol Anne Tan led the transaction.