Deals – 15 September 2011

Allen & Gledhill has acted as Singapore counsel for DBS Bank Ltd as the arranger and the dealer, in a transaction that involved The Hongkong and Shanghai Banking Corporation Ltd (HSBC) as the trustee, and HSBC and HSBC Singapore Branch as the issuing and paying agents, in respect of the issue by Aviation Capital Group Corp (ACG) of a US$500 million multicurrency medium term note programme. ACG may from time to time issue multicurrency medium term notes in an aggregate nominal amount at any one time not exceeding US$500 million. The programme is listed on the SGX-ST. Partners Margaret Chin and Magdalene Leong led the transaction.

AZB & Partners has advised Goldman Sachs Group, (comprised of Goldman Sachs Asset Management (India) Private Ltd and Goldman Sachs Trustee Company (India) Private Ltd,) in respect of the acquisition of the entire share capital of Benchmark Asset Management Company Private Ltd and Benchmark Trustee Company Private Ltd, respectively, and transfer of thirteen schemes of Benchmark Mutual Fund to Goldman Sachs Mutual Fund. The acquisition of shares was completed on 14 July 2011 whilst the transfer of schemes to Goldman Sachs Mutual Fund was completed on 22 August 2011. Partner Darshika Kothari led the transaction.

Allens Arthur Robinson has advised New Zealand’s largest renewable electricity generator, Meridian Energy Ltd (Meridian), in respect of the project financing of its share of development and construction costs of the A$1 billion (US$1.03b) wind farm joint venture with Australia’s largest renewable electricity generator, AGL. Due for completion in 2013, the 420 MW Macarthur wind farm in southwest Victoria will be the largest wind farm in the Southern Hemisphere and one of the biggest in the world. Under the deal, which closed on 8 September 2011, Meridian has secured A$386 million (US$396.5m) in syndicated debt facilities, arranged and underwritten by Australia and New Zealand Banking Group Ltd. Partner Anna Collyer led the transaction. Freehills acted for the lead arrangers/underwriters whilst Eksport Kredit Fonden Norton Rose acted for AGL.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised NHK Automotive Components India Private Ltd (NHK India), a wholly owned subsidiary of NHK Spring Co Ltd Japan (NHK Japan), in respect of its agreement to purchase the BCL Springs Division of Bombay Burmah Trading Corporation Ltd (BBTC). The transaction is subject to obtaining the necessary regulatory approvals, including a rubber stamp from the Competition Commission of India. The BCL Springs Division is engaged in the business of manufacturing and marketing springs of various kinds for use in the automotive industry. The transfer of the division shall be a going concern on a slump sale basis for a lump-sum consideration of INR180.5 crores (US$37.9m) on the terms and conditions contained in the Business Transfer Agreement which was signed on 7 September 2011. Nisha Uberoi, Anubhuti Agarwal and Natashaa Shroff led the transaction. BBTC was advised by Udwadia & Udeshi.

Amarchand & Mangaldas & Suresh A Shroff & Co has advised Reliance Capital Ltd and JM Financial Products Ltd in respect of the debt financing of INR30 crores (US$6.3m) to Kumar Urban Development Ltd, one of the largest real estate development companies based in Pune. The deal will take place by way of subscription to unlisted, secured, non convertible debentures (NCDs) issued by Kumar Urban Development Ltd. The NCDs are secured by an English mortgage on one of the real estate development projects of Kumar Urban Development Ltd, including the underlying land, pledge of shares of a group company along with guarantee and undertakings from the promoters. The deal was signed on 3 September 2011 and was completed on 5 September 2011. Ashish Jejurkar led the transaction.

Khaitan and Co has advised India Infoline Investment Services Ltd in respect of its US$169 million IPO of secured redeemable non convertible debentures. India Infoline Investment Services Ltd is a non banking financial company. India Infoline Investment Services Ltd is a subsidiary of India Infoline Ltd. Partner Vibhava Sawant advised on the transaction.

Khaitan and Co has advised ICICI Bank in respect of the rupee term loan facility of an aggregate amount of INR1800 crores (US$383m) granted by a consortium of lenders led by ICICI Bank, including non fund based financial assistance by way of issuance of letter(s) of credit of up to INR1400 crores (US$298m) as a sub-limit of the rupee loan facility to Jayaswal Neco Industries Ltd India, for backward integration of steel manufacturing capacity in Chhattisgarh. Partner Shishir Mehta represented the client on the transaction.

Pioneering the largest independent power project ever undertaken in Vietnam, Latham & Watkins represented the lenders on the US$1.5 billion debt financing for the development of a US$2 billion 1,200MW Mong Duong 2 coal-fired power plant in Quang Ninh province, Vietnam. The financing is being provided by The Export-Import Bank of Korea (KEXIM) and 12 commercial banks. K-sure are insuring a significant portion of the financing.The commercial bank lenders include BNP Paribas, Crédit Agricole Corporate and Investment Bank, The HongKong and Shanghai Banking Corporation Limited, ING Bank N.V., NATIXIS, Société Générale, Sumitomo Mitsui Banking Corporation, Mizuho Corporate Bank, Ltd., UniCredit Bank AG, Standard Chartered Bank, Crédit Industriel et Commercial and DZ Bank AG Deutsche Zentral-Genossenchaftsbank, Frankfurt am Main. The Latham & Watkins team was led by Tokyo partner Joe Bevash and Singapore partner Stephen McWilliams.

Paul Hastings has advised Sino-Ocean Land Holdings Ltd (Sino-Ocean Land), one of the leading property developers in China, and its subsidiary Gemini Investments (Holdings) Ltd in respect of the establishment of a real estate investment fund with KKR China Growth Fund LP, a China focused investment fund managed by global investment firm Kohlberg Kravis Roberts & Co (KKR). The fund will be managed by a 50:50 JV vehicle co-owned by affiliates of Sino-Ocean Land and KKR and will explore opportunities to invest in, operate and manage real estate projects in China. Sino-Ocean Land and KKR will each make a capital commitment of US$70 million into the fund. The firm also advised Sino-Ocean Land in respect of an investment cooperation agreement whereby the fund was granted certain rights to co-invest in JV projects with Sino-Ocean Land up to an amount of US$500 million, and an investment agreement regarding the co-investment of the fund and Sino-Ocean Land in a real estate project being developed in Dalian, China. Partners Raymond Li and Vivian Lam led the transaction.

Skadden is representing Toshiba Corporation in respect of its acquisition of 20 per cent of the shares of Westinghouse Electric by acquiring all shares currently held by Nuclear Energy Holdings LLC, a wholly owned subsidiary of the Shaw Group Inc. The purchase will increase Toshiba’s ownership of Westinghouse from 67 per cent to 87 per cent.

WongPartnership has acted for Sumitomo Corporation, a major shareholder of PRC-based C&O Pharmaceutical Technology (Holdings) Ltd (C&O), in respect of the mandatory unconditional cash offer by Shionogi & Co Ltd for all the ordinary shares in the capital of C&O, other than those shares already owned, controlled or agreed to be acquired by the offeror, its related corporations and their respective nominees. Partners Ng Wai King and Quak Fi Ling acted on the matter.

WongPartnership has acted for Novo Tellus Capital Partners Pte Ltd in respect of the establishment of its maiden private equity fund, Novo Tellus PE Fund 1 LP, a private equity fund focusing on clean energy and healthcare. Partners Low Kah Keong and Charlotte Sin acted on the matter.