Deals – 15 May 2014

Akin Gump has advised Banglalink Digital Communications Ltd, a subsidiary of VimpelCom Ltd, in respect of a US$300 million Rule 144A/Regulation S high-yield bond offering which represents the first international bond offering from Bangladesh. Banglalink, the second-largest mobile network operator in Bangladesh, issued US$300 million senior notes due 2019. The notes were listed on the SGX. Banglalink provides mobile telecoms services to corporate and consumer customers across the country. Proceeds will be used to repay existing debt and finance capital expenditures. Corporate partners Lisa Hearn and Fred Heller led the transaction.

Appleby has acted as Bermuda counsel to CITIC 21CN Company Ltd in respect of Alibaba Holding’s subscription, through its wholly-owned subsidiary Perfect Advance Holding Ltd, of approximately 4.4 billion CITIC 21CN ordinary shares. After the subscription, Perfect Advance, together with parties acting in concert with it, will hold approximately 54 percent of CITIC 21CN’s enlarged issued share capital. Net proceeds of approximately HK$1.32 billion (US$170.3m) will be used for future expansion and/or acquisition opportunities. HKSE-listed CITIC 21CN is an investment holding company incorporated in Bermuda. Its subsidiaries are principally engaged in system integration and software development, as well as telecom value added services and the drug PIATS business. Alibaba Group is one of the titans in China’s e-commerce industry. Corporate partner Judy Lee led the transaction whilst Berwin Leighton Paisner also advised CITIC 21CN. Freshfields Bruckhaus Deringer advised Perfect Advance as to Hong Kong law.

Appleby has also acted as Bermuda and BVI counsel to Shanghai Zendai Property Ltd, a Bermuda company listed on the HKSE, in respect of the disposal of 20 percent of shares of BVI company Richtex Holdings Ltd and the disposal of interest of Long Profit Group Ltd through share issuance and grant of put option in favour of two BVI companies which are wholly-owned by China Orient Asset Management Corp. Proceeds of the transactions were approximately HK$251 million (US$32.4) for Richtex’s disposal and approximately HK$2.3 billion (US$296.6m) for Long Profit’s disposal. Tan Li-Lee led the transaction whilst Peter C Wong, Chow & Chow advised as to Hong Kong law. Morrison & Foerster advised China Orient.

AZB & Partners has advised IDFC Alternatives Ltd in respect of setting up a Category II alternative investment fund registered with SEBI under the AIF Regulations on 27 December 2013. The fund aimed to raise approximately US$85 million plus a green-shoe option to raise an additional up to approximately US$ 42.5 million for making investments primarily in various kinds of debt instruments of entities engaged in the real estate sector located in or around the Mumbai Metropolitan Region, National Capital Region, Bengaluru, Chennai, Pune and Hyderabad. Partner Sai Krishna Bharathan led the transaction which was completed on 1 March 2014.

AZB & Partners has also advised HDFC Asset Management Company Ltd in respect of setting up a Category II alternative investment fund registered with SEBI under the AIF Regulations. The fund seeks to raise approximately US$170 million plus a green-shoe option to raise approximately US$85 million for making investments in entities engaged in the real estate sector in India. Partner Sai Krishna Bharathan led the transaction which is yet to be completed.

Clayton Utz is representing Melbourne-headquartered, HKSE-listed global resources company MMG Ltd in respect of the sale of its Avebury nickel mine located in the West Coast of Tasmania, Australia. On 15 April 2014, MMG entered into an agreement with Perth-based QCG Resources for the sale of the mine for a total consideration of A$40 million (US$37.37m). Subject to regulatory and other approvals, the sale is expected to complete within the next six months. Corporate partner Jonathan Li, with environmental and planning partner Damien Gardiner, led the transaction.

Clayton Utz has also advised Macquarie Capital as underwriter in respect of the A$230 million (US$215m) institutional placement by Bendigo and Adelaide Bank (BEN) which completed on 6 May 2014. BEN intends to use the proceeds from the capital raising to fund the acquisition of the business and assets of Rural Finance Corp of Victoria, valued at A$1.78 billion (US$1.66b). National head of equity capital markets practice Stuart Byrne led the transaction with director of equity capital markets Natasha Davidson.

Clifford Chance has advised Norilsk Nickel Australia Pty Ltd in respect of the sale of its North-Eastern Goldfields Operations, including the Thunderbox and Bannockburn gold projects, located in Western Australia to ASX-listed Saracen Mineral Holdings Ltd. The consideration payable to Norilsk comprises an upfront cash payment of A$20 million (US$18.7m) on settlement, a deferred cash payment of A$3 million (US$2.8m) upon the sooner of commencement of commercial production or if, after a period of 24 months after completion, the prevailing gold price has exceeded A$1,550 (US$1451)/oz for a calendar month, plus a 1.5 percent NSR royalty on all minerals capped at A$17 million (US$15.9m). Norilsk Nickel Australia is a part of the OJSC MMC Norilsk Nickel group, the world’s largest nickel and palladium producer and one of the largest producers of platinum and copper. The company originated in Russia more than 70 years ago and currently has operations in Russia, Finland, Botswana, South Africa and Australia. The North-Eastern Goldfields Operations were seen as non-core assets for the nickel-focused Norilsk and have been on care and maintenance since 2007. Partner Justin Harris led the transaction.

Herbert Smith Freehills has acted as sole international counsel to ANZ, Bank of America Merrill Lynch, Citigroup and HSBC as joint lead managers and Citicorp as trustee in respect of a US$300 million bond offering by India’s largest automobile manufacturer, Tata Motors Ltd. The Mumbai-based company’s latest offering marks its first US dollar denominated bond issuance in the international debt capital markets. The US$300 million 5.75 percent notes due 2021 were issued by TML Holdings Pte Ltd, the Singapore-based wholly-owned subsidiary of Tata Motors which is the holding company for Jaguar Land Rover Automotive plc. Partners Philip Lee and Alexander Aitken led the transaction.

Herbert Smith Freehills has also advised China Development Bank International Holdings (CDBIH) in respect of its HK$1.45 billion (US$187m) subscription of shares in HKSE and SGX-listed China New Town Development Company Ltd (CNTDC), a China-focused real estate developer. The subscription gives CDBIH, a wholly-owned subsidiary of state-owned China Development Bank Corporation, approximately 5.35 million shares representing approximately 54.32 percent of the total number of shares issued. The subscription makes CDBIH the controlling shareholder of CNTDC. Partners Gary Lock and Michael Walter led the transaction.

Jones Day has advised Saka Energi Fasken LLC in respect of its agreement with Swift Energy Operating LLC to develop approximately 8,300 acres of the Swift Energy-owned Fasken area Eagle Ford shale properties in Webb County, Texas. The transaction is expected to close on or about 30 June 2014, subject to normal closing conditions. Saka is the US subsidiary of PT Saka Energi Indonesia, the upstream oil and gas subsidiary of PT Perusahaan Gas Negara (Persero) Tbk (PGN), Indonesia’s largest natural gas transportation and distribution company listed on the Indonesian Stock Exchange. The agreements, effective 1 January 2014, provide for Saka to pay Swift Energy US$175 million in cash to acquire a 36 percent full participating interest in Swift Energy’s Fasken properties. The US$125 million is to be paid at closing whilst the balance of US$50 million is to be paid to carry a portion of Swift Energy’s future field development costs. Swift Energy will continue to serve as operator of the Fasken properties, with development plans for the field to be mutually agreed upon by Swift Energy and Saka. Partners Maria Tan Pedersen and Scott Schwind led the transaction which marks the first investment by an Indonesian state-owned entity into US shale.

Khaitan & Co has acted as Indian legal adviser to The Hong Kong and Shanghai Banking Corporation Ltd Hong Kong branch, in respect of a US$30 million term loan facility granted to The State Bank of India Shanghai branch for general corporate purposes. Partner Devidas Banerji led the transaction.

Khaitan & Co has also advised Dalmia Cement (Bharat) Ltd (DCBL) India in respect of the acquisition of Jaiprakash Associates Ltd’s (JAL) 74 percent stake in Bokaro Jaypee Cement Ltd (BoJCL) India for approximately US$141 million. DCBL is part of the Dalmia group and is engaged in cement manufacturing with plants in various parts of India. The firm also advised DCBL in relation to the clinker sale arrangements between JAL and BoJCL. Partner Bharat Anand led the transaction.

Luthra & Luthra has represented the sellers/promoters in respect of the divestment of majority stake in Vrindavan Tech Village, a 106-acre SEZ developed by Vikas Telecom Ltd and is strategically located at the heart of Bangalore’s IT corridor. The acquirer was Embassy Office Ventures Private Ltd, a joint venture of Embassy Group and the Blackstone Group. The deal was structured in two tranches, with the second tranche giving the acquirer majority control over the target company. The enterprise valuation of Vilas Telecom for this deal was INR1,951 crores (US$326.64m). Partner Deepak Joyce led the transaction which is considered as one of the largest commercial real estate transactions in India in recent times. Embassy Office Ventures was represented by Amarchand Mangaldas.

Milbank, Tweed, Hadley & McCloy has advised seven leading international banks as joint lead managers and joint book-runners in respect of the US$300 million undated subordinated capital securities offering by SMC Global Power Holdings Corp, a wholly-owned subsidiary of San Miguel Corp and one of the largest power companies in the Philippines. The consortium consisted of BofA Merrill Lynch, Credit Suisse, DBS Bank Ltd, Deutsche Bank, HSBC, Mizuho Securities and Standard Chartered Bank. The transaction was the third ever perpetual capital securities offerings by a Filipino issuer. The highly successful fund raising will further strengthen SMC Global Power’s financial position and ability to continue its expansion in the power sector in the Philippines. Global securities partner James Grandolfo led the transaction.

Morrison & Foerster is advising SoftBank Corp, the largest shareholder of Chinese e-commerce giant Alibaba Group, in respect of Alibaba’s filing of a registration statement in the US in line with its much-anticipated IPO which is expected to be one of the largest stock listings in history. Softbank will continue to own more than 30 percent of the Chinese company’s shares after the IPO. The deal would value the company at more than US$100 billion, rivalling Facebook’s IPO, and could raise upwards of $20 billion. Partners Ken Siegel, Ivan Smallwood and Andrew Winden are leading the transaction.

Nishith Desai Associates has advised Cognizant, a leading provider of information technology, consulting and business process outsourcing services, through its affiliates, in respect of its acquisition of the entire shareholding in itaas Inc, a digital video solutions company headquartered in Atlanta, Georgia, USA. Founded in 1999, itaas helps leading cable, telecommunications and technology companies to deliver a broad range of digital video services across traditional cable, broadcast and telecommunications network environments and on consumer devices such as set-tops, tablets, and smartphones.

Norton Rose Fulbright, with its Indonesian associate firm Susandarini & Partners, is advising Indonesian Government-owned Indonesia Ports Corp (PT Pelabuhan Indonesia II) in respect of the development of the Kalibaru Port Project, one of Indonesia’s largest infrastructure projects. The project is located at Tanjung Priok, Jakarta, set to become the country’s largest industrial port. The firm also advised on the recent appointment of Mitsui & Co Ltd as the operator of the first container terminal at the Kalibaru Port. Agreements between Indonesia Ports Corp and Mitsui for the joint development of the first container terminal were signed on 19 April 2014. The Kalibaru Port Project initially involves three container terminals and two product terminals. The project will remove logistical bottlenecks in the country and free up port capacity, which will result in significant trading benefits.

Paul Hastings has advised Vista Land & Lifescapes Inc, the largest home-builder in the Philippines, in respect of its issuance of US$225 million 7.45 percent guaranteed notes due 2019 and a tender offer whereby it purchased US$104 million of its outstanding 8.25 percent guaranteed notes due 2015. DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation were joint lead managers whilst BDO Capital & Investment Corporation acted as domestic lead manager. Partners Patricia Tan Openshaw and Steven Winegar led the transaction.

Slaughter and May Hong Kong has advised Dongfeng Asset Management Co Ltd, a wholly owned subsidiary of Dongfeng Motor Corporation (DFM), in respect of its US$40 million cornerstone investment in the proposed IPO of China CNR Corp Ltd (CNR). The PRC-incorporated Dongfeng Asset Management engages in asset and investment management, industrial and venture capital investment and consultancy, land and real estate development, international economic and technological cooperation, and related technical consulting, technical services, information services, and after-sales services. DFM, with its subsidiary, Dongfeng Motor Group Company Ltd, is China’s second largest automaker. CNR is China’s second-biggest train maker by sales and is an important member of the global rail transportation equipment manufacturing industry. CNR proposes to raise up to US$1.5 billion from its IPO on the HKSE. CNR is due to be listed in Hong Kong in mid-May 2014. Commercial partner Benita Yu led the transaction.

Tumbuan and Partners has represented PT Bank Mandiri (Persero) Tbk, as the creditor and agent, as well as PT Semen Padang, as the debtor, in respect of the syndicated loan agreement in the amount of approximately US$160 million for the financing of Indarung VI cement plant with a total project investment amount of approximately US$330 million.

Walkers has acted as BVI counsel to State Grid Overseas Investment (2014) Ltd in respect of its issuance of US$1.25 billion 2.75 percent senior guaranteed notes due 2019, US$1.6 billion 4.125 percent senior guaranteed notes due 2024 and US$650 million 4.85 percent senior guaranteed notes due 2044, all unconditionally and irrevocably guaranteed by State Grid Corp of China. HSBC, Goldman Sachs (Asia), Morgan Stanley, BOC International, ICBC International, The Royal Bank of Scotland, ANZ, UBS, Deutsche Bank, Citigroup, JP Morgan, Mizuho Securities and Nabsecurities were book-runners on the deal. Partner Kristen Kwok led the transaction which was completed on 7 May 2014. Herbert Smith Freehills, led by partners Kevin Roy and Tom Chau, King & Wood Mallesons, Linklaters, Mayer Brown JSM and Commerce & Finance Law Offices also advised on the deal.

Weerawong, Chinnavat & Peangpanor has represented Srisawad Power 1979 Public Company Ltd, a major consumer finance company in Thailand, in respect of its corporate restructuring and IPO on the Stock Exchange of Thailand (SET). The IPO comprised 250 million shares for a total offering size of β1.73 billion (US$53m). Asia Plus Advisory Company Ltd acted as financial adviser and lead underwriter. KT Zmico Securities, Kasikorn Securities, CIMB Securities and Finansia Syrus Securities are co-underwriters. Commencement of trading on the SET was on 8 May 2014. Partner Kudun Sukhumananda led the transaction.

WongPartnership has acted as Singapore counsel for The Blackstone Group LP in respect of the financing for the proposed merger of BCP (Singapore) VI Cayman Merger Co Ltd with and into Pactera Technology International Ltd, including the issuance of US$275 million 8 percent senior secured notes due 2021 by BCP (Singapore) VI Cayman Financing Co Ltd. Partners Alvin Chia and Khoo Yuh Huey led the transaction.

WongPartnership is also acting for L Capital CJ Pte Ltd in respect of its acquisition of shares in the capitals of Crystal Jade Culinary Concepts Holding Pte Ltd and Crystal Jade Culinary Concepts Holding (Great China) Ltd. Partners Chan Sing Yee, Jason Chua, Jeffrey Lim and Tan Teck Howe are leading the transaction.