|Allen & Gledhill has advised DBS Bank Ltd, as the arranger, issuing and paying agent, agent bank and paying agent, and DBS Trustee Ltd, as the trustee, in respect of Semenyih Inc and Ngo Chew Hong Industries Pte Ltd’s issue of a S$800 million (US$654.6m) guaranteed multicurrency medium term note programme which will be unconditionally and irrevocably guaranteed by Mewah International Inc. Under the programme, the issuers may issue notes from time to time. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the transaction.
Allen & Gledhill has also advised Neptune Orient Lines Ltd in respect of its issue of S$300 million (US$245.5m) 4.4 percent notes due 2019 under its US$1.5 billion euro medium term note programme. DBS Bank Ltd was the global coordinator and DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Oversea-Chinese Banking Corporation and Standard Chartered Bank were the joint lead managers for the issue. Partners Tan Tze Gay and Bernie Lee led the transaction.
Allen & Overy has represented the lenders in respect of MGM China Holding Ltd’s amended and restated Hong Kong dollar denominated senior credit facilities agreement, in respect of facilities in an aggregate principal amount equivalent to US$2 billion. The extended facilities will include a US$550 million equivalent term loan and a US$1.45 billion equivalent revolving credit facility. MGM China Holdings Ltd, a 51percent-owned subsidiary of MGM Resorts International, owns the MGM Macau resort and casino and is in the process of developing a gaming resort in Cotai. Partner Roger Lui led the transaction.
Allens has advised AMP Capital in respect of the hand-back of the Emergency Alerting System PPP Project to the Victorian State Government. The project, which signed in 2005, is a multi-agency initiative to equip emergency services personnel throughout Victoria with alerting devices. The system comprises 228 sites with transmission equipment to manage emergency messaging to more than 40,000 emergency services personnel in organisations such as the Country Fire Authority, Ambulance Victoria and the State Emergency Service. Partners David Donnelly and David McLeish led the transaction. Minter Ellison advised the State of Victoria.
Allens has also advised Evolution Mining Ltd in respect of a A$200 million (US$207.8m) unsecured corporate facility provided by Macquarie Bank and ANZ. Evolution Mining owns and operates four gold and silver mines throughout Australia and is currently developing a fifth mine at Mount Carlton, 150km south of Townsville. With production of 346,979 ounces of gold in the 2012 financial year, global ore reserves of 2.92 million ounces of gold and mineral resources of 6.15 million, it is anticipated that Evolution Mining will be among the fastest-growing Australian mid-cap gold miners in 2013. Partner Phillip Cornwell led the transaction. King & Wood Mallesons advised the lenders.
Amarchand & Mangaldas & Suresh A Shroff Co has advised MakeMyTrip Ltd in respect of its acquisition of the Hotel Travel Group (an overseas group of companies engaged in online travel booking and reservation services business) through purchase of 100 percent of the shareholding of its two BVI and Malaysia based parent companies from the promoters. Partner Vidyut Gulati led the transaction which closed on 6 November 2012. ILCT Advocates & Solicitors and Axis Legal advised Hotel Travel Group.
Amarchand & Mangaldas & Suresh A Shroff Co has also advised Gruner+Jahr, one of Europe’s leading publishing houses, in respect of the acquisition by its Indian subsidiary Networkplay of the 79 mobile ad network business of VUN Digital Private Ltd on a slump sale basis. Partner Vidyut Gulati also led the transaction which closed on 5 November 2012 whilst DLA Piper Hamburg acted as domestic advisors. InduLaw advised VUN Digital Private Ltd.
Appleby has acted as Bermuda counsel for HKSE-listed Li & Fung Ltd, a leading global supply manager for brands and retailers, in respect of the issuance of US$500 million hybrid securities. The notes were listed on the SGX-ST with Citigroup and HSBC acting as joint lead managers. Proceeds from the securities issuance will be used primarily for business development and acquisitions by Li & Fung. Partner Jeffrey Kirk led the transaction whilst Clifford Chance acted as counsel. Linklaters acted as counsel for the joint lead managers.
AZB & Partners has advised Wells Fargo Bank, National Association, United States of America in respect of a Euler Hermes-supported external credit borrowing extended to SKAPS Industries India Private Ltd. Partner Yashwant Mathur led the transaction which was completed on 31 October 2012.
Baker & McKenzie has advised the joint book-runners, (composed of Guotai Junan Securities (Hong Kong) Ltd, Wing Lung Bank Ltd, CCB International Capital Ltd, China International Capital Corporation Hong Kong Securities Ltd and Haitong International Securities Company Ltd), and DB Trustees (Hong Kong) Ltd, as the trustee, in respect of the issuance by HKSE-listed China ITS (Holdings) Co Ltd of RMB210 million (US$33.7m) 10 percent guaranteed bonds due 2015 listed on the HKSE. China ITS is a leading transportation infrastructure technology solutions and services provider in China, with expressway projects in nearly 30 PRC provinces. Partners Brian Spires, Simon Leung and Andrew Lockhart led the transaction.
Clayton Utz has advised ASX listed Ridley Corporation Ltd in respect of its acquisition of BPL Melbourne Pty Ltd from the Baiada poultry group for A$77 million (US$80m). Ridley Corporation is Australia’s largest provider of high performance animal nutrition solutions and value-added solar salt. Its acquisition of BPL Melbourne, Victoria’s leading renderer of poultry and mammalian waste products, further positions Ridley Corporation in this growing industry segment. Partner Michael Linehan led the transaction which was announced on 9 November 2012.
Clifford Chance has advised the underwriters JP Morgan and Mandiri Sekuritas in respect of Indonesian taxi company PT Expresso Transindo Utama Tbk’s US$61 million IPO. Approximately 1.051 billion shares were priced at US$0.058 per share on the Indonesia Stock Exchange. PT Expresso Transindo currently operates a fleet of 7,000 units of regular taxis and will use the IPO proceeds to reach its target of 8,000 units by the year end, representing 15,000 cabs. Established in 1989, PT Expresso Transindo today controls approximately a 19 percent share of the taxi market in Indonesia. Partner Raymond Tong led the transaction, assisted by partner Johannes Juette.
Clifford Chance has also advised Malaysia-based SapuraKencana Petroleum Berhad, one of the world’s largest integrated oil and gas services and solutions providers, in respect of the integration of its tender rig business with that of offshore deepwater drilling company Seadrill Ltd for an enterprise value of US$2.9 billion. The parties entered into a non-binding memorandum of understanding to combine and integrate both companies’ tender rig businesses, creating the world’s leading tender rig operator. SapuraKencana will take over the rigs under the new business structure. The 15 operating rigs to be acquired include an additional three units currently under construction. The operating rigs are currently contracted under long-term fixed price contracts with companies including Chevron, Shell, PTT EP and Petronas Carigali. Partner Lee Taylor led transaction.
Colin Ng & Partners has acted for Reed Exhibitions in respect of the establishment of a joint venture company with leading Indonesian MICE, travel and hospitality specialist Panorama Group. The joint venture company, PT Reed Panorama Exhibitions (RPE), is based in Jakarta and has developed a robust business plan to launch selected B2B trade shows that fit the needs of the rapidly emerging Indonesian economy. Partner Lisa Theng led the transaction.
Herbert Smith Freehills has advised China National Offshore Oil Corporation (CNOOC) in respect of its entry into a Heads of Agreement (HOA) with BG Group for the acquisition of major interests in the Queensland Curtis LNG (QCLNG) project in Australia for A$1.93 billion (US$2b) and the sale of liquefied natural gas (LNG) from BG Group’s global LNG portfolio. Fully-termed transaction agreements are expected to be executed in the first half of 2013 and, upon closing, CNOOC will reimburse BG Group for its share of QCLNG project capital expenditures incurred from 1 January 2012. The agreement involves the purchase of an additional 40 percent interest in the first production train of the QCLNG project, increasing CNOOC’s ownership of the facility from 10 percent to 50 percent, as well as other acquisition of equity interest in a number of upstream tenements. Under the LNG sale agreement, CNOOC will receive 5 million tonnes per annum (mtpa) of LNG from BG Group for 20 years beginning in 2015, sourced from the BG Group’s global LNG portfolio. In addition to the 3.6 mtpa LNG sale agreement signed between the two energy conglomerates in 2010, on which the firm also advised, BG Group will supply a total of 8.6 mtpa of LNG over a 20-year period to CNOOC. Partners Hilary Lau and Stuart Barrymore led the transaction.
Jones Day has advised GTL Infrastructure Ltd in respect of the restructuring of its zero coupon convertible bonds due 2012. The transaction, structured as an exchange offer of the existing bonds with two new series of convertible bonds, was the largest convertible bond restructuring for an Indian company. GTL Infrastructure, together with its subsidiary, is the largest independent telecommunications tower company in India, by number of towers owned. GTL Infrastructure restructured US$319.3 million of its outstanding zero coupon convertible bonds due 2012 (including the underlying redemption premium), pursuant to a cashless exchange offer for US$111.7 million of zero coupon compulsorily convertible bonds due 2017 and US$207.6 million of interest bearing convertible bonds due 2017. The exchange offer was completed after receipt of the requisite approvals from the CDR lenders and the Reserve Bank of India and the bondholder vote on 8 November 2012. Partner Manoj Bhargava, with partners Giles Elliott, Joe Bauerschmidt and Sebastian Orton, led the transaction whilst Wadia Ghandy, led by partner Fariyal Tahseen, advised on Indian law matters. The trustee was advised by Clifford Chance, led by partner Rahul Guptan, and certain bondholders by Latham & Watkins, led by foreign legal consultant Scott Calver, and Amarchand Mangaldas, led by partner Gunjan Shah.
Khaitan & Co has advised Network18 Media & Investments Ltd in respect of its rights issue for approximately US$ 504 million. The Network18 is a media and entertainment company and is the flagship company of the Network18 Group with interests in television, internet, films, e-commerce, magazines, mobile content and allied businesses. Partner Vibhava Sawant acted on the matter.
Khaitan & Co has also advised State Bank of India as the lead bank, ICICI Bank Ltd and other CDR lenders forming part of the working capital consortium in respect of the renewal and enhancement of the existing working capital limits from INR12.77 billion (US$221.4m) to INR16.3 billion (US$296.6m) under the corporate debt restructuring process to IL&FS Engineering & Construction Company Ltd. Partner Shishir Mehta acted on the matter.
King & Wood Mallesons has acted as Australian counsel for diversified mining and services group AUSDrill Ltd and its subsidiary, AUSDrill Finance Pty Ltd, in respect of the issue of US$300 million 6.875 percent senior unsecured notes due 2019 which closed in New York on 12 November 2012. The notes were offered to qualified institutional buyers in the United States pursuant to Rule 144A and Regulation S. The net proceeds of the notes issue will be used to repay existing indebtedness under AUSDrill’s A$550 million (US$571.5m) syndicated bank facility entered into on October 2012 (on which the firm also advised) and for general corporate purposes. Partner Nicholas Creed led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Shearman & Sterling and Allens Linklaters acted for the joint lead managers and joint book-runners as US and Australian counsel, respectively.
Latham & Watkins has advised ICICI Securities Ltd and RBS Equities (India) Ltd, as managers, in respect of the simultaneous rights offerings by India-based media and entertainment company Network18 Media & Investments Ltd (Network18) and its subsidiary, TV18 Broadcast Ltd (TV18). Network18 issued approximately 899.9 million equity shares with a total value of US$511.62 million and TV18 issued approximately 349.5 million equity shares at US$503.61 million. Partner Rajiv Gupta led the transaction.
Maples and Calder has acted as Cayman Islands counsel to China Mass Media Corp (CMM Corp), a Cayman Islands company engaged in the television advertising business in China, in respect of its take private by way of merger with CMM Holdings Ltd, a Cayman Islands company which is wholly owned by China Mass Media Holdings Ltd, a Cayman Islands company which in turn is beneficially owned by Shengcheng Wang. The deal value was approximately US$3.6 million. As a result of the merger, CMM Holdings merged with and into CMM Corp, with CMM Corp surviving the merger as a privately held wholly owned subsidiary of China Mass Media Holdings. Partner Jenny Nip led the transaction. Shearman & Sterling acted as US legal advisor to the special committee. DLA Piper acted as US legal advisor to Shengcheng Wang.
Shook Lin & Bok has acted for CapitaLand Ltd in respect of the establishment of its first value housing closed-end private equity fund, CapitaLand China Value Housing Fund (CCVHF), for investment in value housing developments in China with a capital of US$215 million. Partners Tan Woon Hum and Andrea Ng led the transaction.
Simmons & Simmons, in association with TMI Associates, has advised Japanese technological firm Kuroda Precision Industries in respect of its acquisition of the Jena Tec division of Avingtrans Plc. Kuroda is a designer and manufacturer of precision components and systems, including ball screws, press tools, gauges, tool holding system, machine tool and measuring systems. With operations in Germany, the UK, USA and China, Jena Tec designs and manufactures high quality precision ballscrews, spindles and linear motion actuation system, supplying the machine tool, automation and medical industries throughout Europe and North America. The acquisition is the first cross-border M&A transaction for Kuroda. TMI partner Nobuyuki Watanabe and Simmons & Simmons Japan country head Jason Daniel and partner Ed Baker led the transaction.
Walkers has acted as Cayman Islands counsel to Soho China Ltd in respect of the issuance of US$600 million 5.75 percent senior notes due 2017 and US$400 million 7.125 percent senior notes Due 2022. Partner Kristen Kwok led the transaction which closed on 7 November 2012. Sidley Austin advised as to US, Hong Kong and English law, Zhong Lun Law Firm as to PRC law, MdMe as to Macau law, Lex Carribean as to Barbados law and Norton Rose also advised on the transaction. Davis Polk & Wardwell, led by partners William F Barron and John D Paton, advised the initial purchasers composed of The Hongkong and Shanghai Banking Corporation Ltd, Morgan Stanley & Co International plc, Standard Chartered Bank, Barclays Bank PLC and Goldman Sachs (Asia) LLC whilst Commerce & Finance Law Offices advised as to PRC law.
Weerawong, Chinnavat & Peangpanor has represented WHA Corporation Pcl, a leading developer of logistics centers, in respect of its corporate restructuring and IPO on the Stock Exchange of Thailand. The company listed and started trading on 8 November 2012 with an initial market capitalization price of β6.76 billion (US$218m). Of the 510 million listed shares, 380.6 million were existing and 129.4 million newly-issued. Siam Commercial Bank Pcl acted as financial advisor, Kasikorn Securities Pcl as financial advisor and underwriter, while SCB Securities Co Ltd was also an underwriter. Partner Kudun Sukhumananda led the transaction.
Weil, Gotshal & Manges has represented Providence Equity Partner (PEP) in respect of a definitive agreement with leading Chinese language Internet search provider Baidu Inc, pursuant to which Baidu will purchase shares of iQiyi.com (iQiyi) held by PEP. Upon completion, Baidu will have a substantial majority stake in iQiyi, the first online video platform in China to focus exclusively on fully licensed, high-definition and professionally-produced content. Upon completion of the transaction, iQiyi will be consolidated into Baidu’s financial statements. iQiyi will continue to operate as a separate brand with its existing management team. Partner Anthony Wang led the transaction which is expected to close before the end of the year, subject to customary closing conditions.
WongPartnership has acted for the Canadian Imperial Bank of Commerce Singapore branch in respect of the transfer of its private wealth management business to the Bank of Montreal Singapore branch, pursuant to Sections 55B and 55B of the Banking Act, Chapter 19 of Singapore. Partners Elaine Chan, Chua Sui Tong, Chan Sing Yee and Cornelia Fong led the transaction.
WongPartnership has also acted for the Singapore Medical Council in respect of two charges of professional misconduct under the Medical Registration Act against Dr Gerrard Teoh, a haematologist, in relation to recommending and administering a VELCADE-based targeted therapy (i.e. Rituximab, Velcade, Dexamethasone, Thalidomide, Zometa), which was not appropriate and not a generally accepted method of treatment by the medical profession in the treatment of advanced diffuse large B-cell lymphoma. Partners Melanie Ho and Chang Man Phing acted on the matter.