Deals – 15 October 2014

Allen & Gledhill has advised DBS Bank Ltd in respect of the ¥20 billion (US$186.7m) revolving credit facility to MJLD Pte Ltd, a fund managed by Mapletree Real Estate Advisors Pte Ltd. The proceeds of the facility were used for general corporate funding. Partner Lim Wei Ting led the transaction.

Allen & Gledhill has also advised Petrofac Ltd in respect of the US$450 million sale of shares in its wholly-owned subsidiary, Petrofac FPSO Holding Ltd, to Petrofirst Infrastructure Holdings Ltd. The shares sold represent 80 percent of the issued share capital of Petrofac FPSO Holding. Partners Lim Chong Ying, Alexander Yap, Lauren Chung, Teoh Sze Min and Lim Pek Bur led the transaction.

Allens and Linklaters have advised RBC Capital Markets, Bank of America Merrill Lynch and Credit Suisse as the arrangers in respect of the debut issuance of a €500 million (US$631.6m) euro medium term note for Aurizon Network, Australia’s largest rail freight operator. Allens partner James Darcy and Linklaters partners Jeremy Webb and Andrew Malcolm led the transaction.

AZB & Partners has advised Axis Bank Ltd in respect of its establishment of a €3 billion (US$3.8b) medium term note programme from which its Singapore Branch, Hong Kong Branch, Dubai International Financial Centre (DIFC) Branch or other foreign branch, as the case may be, may from time to time drawdown notes denominated in any currency agreed between Axis Bank and the relevant dealer. Partner Shameek Chaudhuri led the transaction which was signed on 19 September 2014.

AZB & Partners has also advised ACB (India) Ltd in respect of its IPO of up to 30.94 million equity shares by Pineridge Investment Ltd, Ganesh Chandra Mrig and Ashok Mrig. Partner Varoon Chandra led the transaction which was announced on 1 October 2014.

Clayton Utz has advised Linking Melbourne Authority in respect of achieving financial close on 3 October 2014 with the State of Victoria on the landmark A$6.8 billion (US$5.9m) East West Link Stage One road PPP. The Victorian government appointed the East West Connect consortium (comprising of Lend Lease, Bouygues, Acciona and led by Capella Capital) to finance, design, construct, operate and maintain East West Link Stage One for a 25-year period. The project also marks the first time in Australia that a government will deliver a road by an availability PPP model while retaining demand risk on toll revenue. Partner Brad Vann, supported by partners Naomi Kelly, Sallyanne Everett, Steve Murray, Dan Fitts and Kym Fraser, led the transaction.

Clayton Utz has also advised Macquarie Capital (Australia) Ltd, Evans and Partners Pty Ltd and Morgans Corporate Ltd as the joint lead managers in respect of Regis Healthcare Ltd’s A$485.8 million (US$425.7m) IPO on the ASX. Macquarie Capital (Australia) also acted as global co-ordinator and book-runner. Regis is one of Australia’s largest and most geographically diversified private residential aged care providers, operating 45 facilities primarily in metropolitan areas. Partner Brendan Groves led the transaction.

Clifford Chance has advised Asia Strategic MedTech Holdings, a 3i portfolio company, in respect of the US$195 million sale of LHi Technology to US-based Carlisle Companies Inc. LHi Technology is a leading medical cables manufacturer focused on the production of patient monitoring and surgical cable interconnects and assemblies. It is a major supplier to the growing global medical assemblies market and is the only Asia-based supplier to develop, manufacture and sell medical cable assemblies exclusively to medical device companies and original equipment manufacturers internationally. 3i Group plc is a leading international investment manager focused on mid-market private equity, infrastructure and debt management. It has offices in nine countries across the Americas, Asia and Europe and has £12.9 billion (US$20.74b) total assets under management as of 31 March 2014. Singapore corporate partner Lee Taylor, assisted by London antitrust partner Jenine Hulsmann, led the transaction.

Clifford Chance has also acted as international counsel for Sime Darby Plantation Sdh Bhd, a wholly-owned subsidiary of Sime Darby Berhad, in respect of its proposed acquisition of New Britain Palm Oil Ltd (NBPOL). The cash offer of £7.15 (US$11.50) per share to acquire all the voting shares in NBPOL valuing the company at £1.07 billion (US$1.72b), is subject to satisfaction of a number of conditions, including EU merger clearance and a minimum acceptance level which would provide Sime Darby Plantation with at least 51 percent of NBPOL’s voting shares. Sime Darby Plantation is the plantation and agri-business arm of Sime Darby Group. It is one of the world’s largest plantation companies, producing about 5 percent of the crude palm oil output globally. NBPOL, a company located in Papua New Guinea (PNG) with a primary listing on the Port Moresby Stock Exchange and a secondary listing on the London Stock Exchange, is one of the world’s leading producers of sustainable palm oil. It has a vertically integrated operation in PNG and the Solomon Islands and is also the largest domestic sugar and beef producer in PNG. Singapore corporate partner Lee Taylor, assisted by London corporate partner Lee Coney and antitrust partner Jenine Hulsmann, led the transaction whilst Christopher & Lee Ong acted as Malaysian counsel and Leahy Lewin Lowing Sullivan Lawyers acted as PNG counsel.

Colin Ng & Partners has acted as Singapore counsel for Ocean Dial Asset Management Singapore Pte Ltd (Ocean Dial) in respect of the launch of Ocean Dial Absolute Return Fund (ODARF), an Ocean Dial-managed fund focused on, inter alia, systematically trading on Asian markets through liquid equity indices. ODARF is offered only to high net worth individuals and corporations. The firm earlier advised Ocean Dial on its registration as a registered fund management company with the Monetary Authority of Singapore and the launch of its other funds. Partner Bill Jamieson led the transaction whilst Conyers Dill & Pearman acted as Cayman Islands counsel.

Colin Ng & Partners has also acted for SGX mainboard-listed Achieva Ltd in respect of its S$5 million (US$3.93m) sale to SGX mainboard-listed Serial System Ltd of 49 percent equity interests in its wholly-owned subsidiary Achieva Technology Pte Ltd, a leading Asia Pacific IT distributor and solutions provider in electronic and digital lifestyle products and services which has various wholly-owned subsidiaries in South East Asia and Australia. Managing partner Lisa Theng and partner Gregory Chan led the transaction which was completed on 30 September 2014.

Davis Polk has advised Barclays Bank PLC and The Hongkong and Shanghai Banking Corp Ltd as the joint lead managers in respect of the Rule 144A/Regulation S offering by National Savings Bank of its US$250 million 5.15 percent senior notes due 2019. Established in 1971, National Savings Bank is one of the largest banks in Sri Lanka in terms of customer reach and third-largest in terms of total customer deposit base. Partners Eugene C Gregor and John D Paton led the transaction whilst Nithya Partners advised as to Sri Lankan law. National Savings Bank was advised by Milbank, Tweed, Hadley & McCloy as to US law and by the Attorney General of Sri Lanka as to Sri Lankan law.

DFDL, together with Allen & Overy, has advised the Theun-Hinboun Power Company Ltd (THPC) Lenders in respect of the closing of share transfer transactions. THPC owns and operates a 500MW hydropower project in Bolikhamxay and Khammouane provinces in the Lao PDR. The hydropower plant began commercial operations in 1998 and supplies electricity to Thailand and the Lao PDR. The THPC expansion was inaugurated in January 2013. The shareholders of the project are GMS Power International Pte Ltd (20 percent), Nordic Hydropower AB (20 percent) and EDL-Generation Public Company (EdL-Gen) (60 percent). EDL-Gen is listed on the Lao Securities Exchange and is presently 75 percent owned by Electricité du Laos, which is 100 percent owned by the Government of Lao PDR. Under the share transfer transactions, GMS Lao Company transferred its entire 20 percent equity interest in THPC to GMS Power International whilst Asian Power Invest AB and Statkraft SF transferred their interests in Nordic Hydropower AB to SN Power AS. Nordic Hydropower AB holds a 20 percent equity interest in THPC. Walter Heiser and Walanchathas Sanguanwong led the transaction which closed on 24 September 2014.

DFDL, together with Allen & Overy, has also advised the Nam Ngiep 1 Power Company Ltd (NNP1) in respect of the limited recourse financing of its 290MW hydropower project in Bolikhamxay and Xaysomboun provinces, Lao PDR. This is the first significant investment by a Japanese sponsor in the Lao hydro sector since Nam Ngum 1 in the 1960s, the first hydro financing by Japan Bank for International Cooperation (JBIC) in the Lao PDR and the most recent large hydro financing by the Asian Development Bank (ADB) since Nam Theun 2 in 2010. The project is a joint venture between the Government of the Lao PDR (via Lao Holding State Enterprise), KPIC Netherlands, a subsidiary of Japan’s Kansai Electric Power Company, and EGAT International. Kansai is the second largest power utility in Japan whilst EGAT International is an international arm of the Electricity Generating Authority of Thailand (EGAT). Commercial operations are scheduled to commence in 2019. NNP1 has entered into long-term power purchase agreements with EGAT (95 percent) and Electricité du Laos (5 percent). The senior project loans were provided by a syndicate of Thai and Japanese banks and ADB. The subordinated LHSE equity financing was provided by a consortium of JBIC and certain Thai banks. Bangkok-based partner and chairman David D Doran led the transaction. Clifford Chance acted as project counsel whilst McDonald Steed McGrath acted as Lao counsel for the lenders.

ELP has advised Senco Gold Ltd (SGL), the promoters and the other shareholders in respect of the INR80 crores (US$13.1m) investment thru subscription to compulsorily convertible preference shares and equity shares in SGL by Mauritius-based fund SAIF Partners India IV Ltd. SGL is one of the few jewellery companies that have received private equity infusion. The jewellery sector is subject to a lot of regulatory restrictions and severe scrutiny. Accordingly, it was important to have correctly negotiated the representations and warranties which were being provided by SGL and the promoters of SGL. Partners Suhail Nathani and Darshan Upadhyay and associate partner Deep Roy led the transaction which closed on 8 October 2014. Khaitan and Co Kolkata advised SAIF Partners India IV.

ELP has also advised Triton Fund in respect of its acquisition of Alstom’s auxiliary business globally. For the Indian leg, the acquisition was concluded by entering into a business transfer agreement between Alstom India Ltd and the Indian entity held by a Triton entity. Managing partner Rohan Shah and partners Darshan Upadhyay and Rohit Jain led the transaction which has a global deal value of €730 million (US$1.17b) and an Indian leg value of INR513 million (US$8.4m). Linklaters also advised Triton. Alstom was advised by Amarchand Mangaldas and Freshfields.

Fried Frank, Skadden and Greenberg Traurig have acted as co-counsel to Anbang Insurance Group Co Ltd in respect of its agreement to purchase the Waldorf Astoria New York from Hilton Worldwide Holdings Inc for US$1.95 billion. As part of the deal, Anbang will grant Hilton Worldwide a management agreement to continue to operate the property for the next 100 years and the hotel will undergo a major renovation. Fried Frank was led by real estate department chairman partner Jonathan L Mechanic, supported by real estate partners Franz R Rassman and David Karnovsky and tax partner Robert Cassanos. Skadden was led by partner Audrey L Sokoloff whilst Greenberg Traurig was led by global real estate practice chair Robert J Ivanhoe.

J Sagar Associates has advised Goldman Sachs in respect of the sale to private equity giant Blackstone and developer Embassy Group of its 73 percent stake in City View Bangalore Properties Private Ltd which is developing a “Four Seasons Hotel and Private Residences” project at Bangalore. Partner Vivek K Chandy led the transaction whilst Sullivan & Cromwell, led by partner Robert Schlein, also advised Goldman Sachs. Embassy and Blackstone were represented by Amarchand Mangaldas Bangalore, led by partner Reeba Chacko. Blackstone was also represented by Simpson Thacher & Bartlett.

J Sagar Associates has also advised Juniper Networks India Private Ltd in respect of the sale, which was structured as a business transfer agreement in India, of Junos Pulse business to Pulse Secure Technologies (India) Private Ltd. Partners Vivek Chandy and Raj Ramachandran led the transaction. Pulse Secure Technologies (India) was represented by S&R Associates.

Khaitan & Co has acted as Indian counsel for Axis Bank Ltd DIFC Branch in respect of a corporate guarantee provided by Crompton Greaves Ltd to secure the €20 million (US$25.26m) facilities availed by Crompton Greaves Middle East FZE. Partner Devidas Banerji led the transaction.

Khaitan & Co has also advised Mashreq Bank PSC in respect of a corporate guarantee provided by Graviss Foods Pvt Ltd to secure the AED7.5 million (US$2m) credit facilities availed by Pure Ice Cream LLC from Mashreq Bank. Associate partner Kumar Saurabh Singh led the transaction.

Kirkland & Ellis has represented Trina Solar Ltd, an NYSE-listed solar energy company based in China, in respect of its concurrent US$115 million Rule 144/Regulation S offering of convertible senior notes due 2019 with a registered stock borrow facility and US$30 million follow-on offering of American depositary shares. Hong Kong corporate partners David Zhang and Benjamin Su led the transaction.

Latham & Watkins has advised the Japan Bank for International Cooperation (JBIC), Nippon Export and Investment Insurance (NEXI) and a group of 29 commercial banks in respect of the US$7.4 billion debt financing for the Cameron LNG liquefaction-export project in Hackberry, Louisiana. The financing consisted of a JBIC loan of US$2.5 billion and a commercial bank loan of US$4.9 billion, with NEXI providing insurance for US$2 billion of the commercial bank tranche. The project, with a total cost of approximately US$10 billion, is being developed by Sempra, GDF SUEZ, Mitsui and Japan LNG Investment LLC, a company jointly owned by Mitsubishi Corp and Nippon Yusen Kabashiki Kaisha, and will consist of three liquefaction trains capable of exporting up to 12 million tonnes per annum of liquefied natural gas. Partners Bill Voge, Matthew Henegar, Joel Mack, Joseph Bevash, Michael Yoshii, Hiroki Kobayashi, Warren Lilien, James Barrett, Kenneth Simon and David Shapiro led the transaction.

Luthra & Luthra Law Offices has advised Merck Inc in respect of the sale of its consumer health care business to Bayer AG for US$14.2 billion. Partners Deepak THM, Lokesh Shah, Vaibhav Kakkar and Gayatri Roy led the transaction.

Maples and Calder has acted as British Virgin Islands counsel to Datang Telecom (HongKong) Holdings Co Ltd in respect of its issue of RMB1 billion (US$163.24m) 5.5 percent guaranteed notes due 2017. The notes, which will be listed on the SGX-ST, will have the benefit of a keepwell and liquidity support deed and a deed of equity interest purchase undertaking by Datang Telecom Technology Co Ltd, one of the leading providers of communications and information technology products and services in the PRC. Partner Jenny Nip led the transaction whilst Linklaters acted as Hong Kong counsel. Clifford Chance acted as Hong Kong counsel to joint lead managers DBS Bank Ltd and Deutsche Bank AG Hong Kong Branch.

Maples and Calder has also acted as Cayman Islands counsel to the special committee of Charm Communications Inc, a Cayman Islands company listed on NASDAQ, in respect of a take-private offer from CMC Capital Partners HK Ltd and He Dang and his affiliates, Merry Circle Trading Ltd and Honour Idea Ltd. The deal value was estimated to be US$87 million. Charm is a leading advertising agency group in China that offers integrated advertising services with particular focus on television and the internet. Partner Greg Knowles led the transaction whilst Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, led by partner Jerry Ku, acted as US counsel. Simpson Thacher & Bartlett acted as US counsel to the buyer group.

Norton Rose Fulbright has advised Lianhua Supermarket Holdings in respect of the RMB898 million (US$146m) acquisition of the entire equity interest in Yiwu City Life Supermarket from its controlling shareholder Bailian Group. A wholly-owned subsidiary of Bailian Group, Yiwu City Life is principally engaged in the development and operation of the Yiwu Property which is expected to develop into a mega hypermarket. HKSE-listed Lianhua is principally engaged in retail chain business, operating hypermarkets, supermarkets and convenience stores in China. Psyche Tai, corporate partner in the Hong Kong office, led the transaction which was signed on 19 September 2014 and is expected to close before 31 March 2015.

Norton Rose Fulbright has also advised the Islamic Development Bank (IsDB) in respect of its US$1.5 billion 2.111 percent trust certificates due 2019 issued under its US$10 billion trust certificate issuance programme. This follows an earlier US$1.5 billion drawdown in March 2014. The joint lead managers were CIMB Bank (L) Ltd, Deutsche Bank AG London Branch, First Gulf Bank PJSC, GIB Capital LLC, HSBC Bank plc, Maybank Investment Bank Berhad, National Bank of Abu Dhabi PJSC, Natixis and Standard Chartered Bank. The co-lead managers were Bank of London and the Middle East PLC and NCB Capital Company. Dubai partners Gregory Man and Mohammed Paracha led the transaction. Dentons advised the managers whilst Ogier provided Jersey law advice.

Paul Hastings has advised WH Group Ltd in respect of its US$1.5 billion term loan facility provided by certain banks. WH Group is the world’s largest pork company with global leadership across key segments of the industry value chain, including packaged meats, fresh pork and hog production. Proceeds from the facility will be used to refinance the entire outstanding principal of WH Group’s existing US$4 billion term loan facility from 2013. Chair of Greater China partner Raymond Li and corporate partners Vivian Lam and Catherine Tsang led the transaction.

Paul Hastings has also represented CLSA Ltd as the sole global coordinator and Credit Suisse (Singapore) Ltd and Macquarie Capital (Singapore) Pte Ltd as joint global bookrunners in respect of the secondary offering of common shares of Premium Leisure Corp by shareholders Belle Corp, APC Group Inc, Foundation Capital Resources Inc and Parallax Resources Inc. Formerly known as Sinophil Corp, Premium Leisure is a Philippines-based gaming company whose common shares are listed on the Philippine Stock Exchange. Capital markets partner Steven Winegar led the transaction.

Rajah & Tann has advised Oversea-Chinese Banking Corp Ltd in respect of the acquisition by its wholly-owned subsidiary, Specialists’ Centre Private Ltd, of the entire issued share capital and outstanding shareholder’s loans in Orchardgateway Private Ltd (formerly the UE Orchard Pte Ltd) and Orchardgateway Link Private Ltd (formerly the UE Somerset Pte Ltd). The aggregate value of the deal is approximately S$350 million (US$275.3m). Orchardgateway Private Ltd and Orchardgateway Link Private Ltd are entities which have undertaken the redevelopment works for the mixed-use development project at Orchard Road, namely orchardgateway, which includes the retail mall and hotel located at 277 Orchard Road and the glass overhead bridge and underground pass linking orchardgateway to 218 Orchard Road. Partners Goh Kian Hwee and Cheng Yoke Ping led the transaction which was completed on 30 September 2014. RHTLaw Taylor Wessing advised United Engineers Ltd.

Rajah & Tann is also advising SGX-ST mainboard-listed HG Metal Manufacturing Ltd in respect of its S$14.7 million (US$11.6m) placement of shares to SEAVI Advent Investments Ltd and Rise Capital Ventures Ltd. HG Metal is engaged in wholesale, retailing, trading, sourcing and distribution of steel products and provides steel processing or finishing services, product customisation and solutions for specialised industries. Partner Danny Lim is leading the transaction which is yet to be completed.

Slaughter and May is advising Attarat Power Company (APCO) and the project sponsors, Eesti Energia AS and YTL Power International Berhad, in respect of the development of a 554 megawatt (gross) oil shale-fired power station at Attarat um Ghudran, Jordan. The independent power project is notable for the use of an unconventional fuel, with the oil shale being mined, processed and converted to electrical power on site. APCO will develop, design, finance, construct, own, operate and maintain the plant and related mine and provide power capacity and energy output to National Electric Power Company (NEPCO), a Jordanian public shareholding company. On 1 October 2014, APCO and NEPCO (whose obligations are backed by the Government of the Hashemite Kingdom of Jordan) entered into a power purchase agreement (PPA) for the sale and purchase of power capacity and energy output produced by the plant. The PPA is for a term of 30 years from financial close, subject to extension. The plant is scheduled to start generating electricity for general consumption in the second half of 2018. APCO also entered into a mining agreement with the Government of Jordan which grants APCO the right to perform mining operations and extract and consume oil shale on the site at Attarat um Ghudran. Corporate and commercial partner Simon Hall led the transaction.

Skadden has represented Malaysia-based MOL Global Inc, a leading e-payment enabler for online goods and services, in respect of its US$168.8 million IPO on NASDAQ. MOL Global is the first Malaysia-based company to list in the US and the transaction is also the first South East Asian technology IPO on NASDAQ in over a decade. The American depositary shares began trading on the NASDAQ Global Market on 9 October 2014 and the offering is expected to close on or about 15 October 2014. Asia corporate partners Jonathan Stone and Rajeev Duggal, Washington DC corporate partner Brian V Breheny and Los Angeles tax partner Michael Beinus led the transaction.

Thanathip & Partners has represented Inter Far East Engineering Public Company Ltd in respect of its β273 million (US$8.4m) acquisition of 80 percent equity interest in Green Growth Company Ltd, a 10 megawatts wind power plant in Nakhon Si Thamarat Province. Managing partner Thanathip Pichedvanichok led the transaction.

Thanathip & Partners has also advised Inter Far East Engineering Public Company Ltd in respect of its expansion in renewable energy projects through an acquisition, by way of partial business transfer and subsequent acquisition of entire equity interest from its existing shareholder Scan Inter Public Company Ltd, of Scan Inter Far East Energy Company Ltd, a 2.5 megawatts solar power plant in Lopburi Province, for β241.8 million (US$7.46m). Managing partner Thanathip Pichedvanichok also led the transaction.

Weerawong Chinnavat & Peangpanor has acted as Thai counsel for Bangkok Dusit Medical Services Public Company Ltd, Thailand’s largest medical services network and a leading healthcare provider, in respect of the offering and issuance of β10 billion (US$308.3m) US dollar-settled convertible bonds. This transaction is the first Thai Baht-denominated zero-coupon convertible bond issued by a Thai issuer. The offering was made under Regulation S to investors outside Thailand and the US. The bonds are listed on the SGX-ST. Bank of America Merrill Lynch, Credit Suisse, Phatra Securities and The Siam Commercial Bank acted as joint book-runners and joint lead managers for the transaction which closed on 18 September 2014.

WongPartnership has acted for The Bank of East Asia Ltd, acting through its Singapore Branch, in respect of the establishment of its US$2 billion multicurrency MTN programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership has also acted for DBS Bank Ltd, Oversea-Chinese Banking Corp Ltd and Malayan Banking Berhad Singapore Branch as the arrangers and lenders in respect of a S$260 million (US$204m) facility to RCMS Properties Private Ltd for, inter alia, the refinancing of the borrower’s outstanding debt and for its general working capital requirements secured over, inter alia, The Ritz Carlton, Millenia, Singapore. Partners Susan Wong, Dorothy Marie Ng, Hui Choon Yuen and Serene Soh led the transaction.