Deals – 16 July 2014

Allen & Gledhill has also advised Ascendas Funds Management (S) Ltd, as manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of A-REIT’s S$170 million (US$137m) acquisition of Hyflux Innovation Centre with a leaseback of approximately 50 percent of the gross floor area of the property for 15 years. Partner Margaret Soh led the transaction.

Allens has advised Aristocrat Leisure Ltd in respect of its A$1.37 billion (US$1.29b) acquisition of Tennessee-based Video Gaming Technologies Inc (VGT). Aristocrat will fund the acquisition and refinance its existing debt facilities through new, fully committed debt facilities and an underwritten institutional placement of A$375 million (US$352m). The new debt facilities will be comprised of a US$1.3 billion 7 year term loan and A$100 million (US$93.9m) 5-year revolving facility. VGT is a leading provider of predominately Class II gaming machines for the leased tribal gaming market in North America, and has the largest Class II platform of installed gaming machines in North America. Partner Vijay Cugati, supported by banking and finance partner Renee Boundy, led the transaction which was announced on 7 July 2014, and is subject to regulatory and other approvals and customary closing conditions. Covington & Burling acted as US counsel.

Ashurst has advised specialty pharmaceutical company Luye Pharma Group in respect of its global offering and listing on the HKSE. The Hong Kong IPO raised approximately US$760 million, making it the largest pharmaceutical IPO globally in over three years. UBS, Citi and CLSA acted as joint global coordinators on the transaction. Luye Pharma engages in the research and development, production and sale of natural drugs, new formulations and biotechnology products in China and internationally. Luye Pharma delisted from the SGX in 2012 through a private-equity backed privatisation transaction. Partners Lina Lee, Stuart Rubin and David Nirenberg led the transaction. Kirkland & Ellis, led by partners Dominic Tsun and Li-Chien Wong, represented a private equity consortium, including CDH Capital, Citic Private Equity and New Horizon Capital, as selling shareholder.

AZB & Partners has advised Shapoorji Pallonji & Co Ltd, acting through its affiliates, in respect of its acquisition of 50 percent of the paid-up capital of SCI Forbes Ltd from The Shipping Corp of India Ltd. SCI Forbes is a 50:50 joint venture between Shapoorji Pallonji & Co’s affiliates and The Shipping Corp. of India. Partner Zia Mody led the transaction which was completed on 2 July 2014.

AZB & Partners has also advised Transfield Services (India) Pty Ltd and Hofincons Infotech & Industrial Solutions Private Ltd in respect of the sale of 100 percent of the equity capital of Hofincons by Transfield to IKYA. Partner Srinath Dasari led the transaction which was completed on 27 June 2014.

Clayton Utz has acted for ASX-listed Ridley Corp in respect of its entry into a joint venture agreement with Sanctuary Living for the potential development of Ridley’s 465 hectare salt field at Moolap, near Geelong, into a world-class mixed residential and commercial project. The agreement was signed on 11 June 2014. Ridley is Australia’s leading provider of high performance animal nutrition solutions and value-added solar salt. The Moolap site is the first of Ridley’s dormant salt field sites it proposes to develop. Sanctuary Living is an Australian developer of master planned communities, including the Sanctuary Lakes Resort and Sandhurst Club projects in Melbourne. Corporate partner Michael Linehan led the transaction.

Clifford Chance has advised OJSC MMC Norilsk Nickel’s Australian subsidiaries in respect of the sale of their Black Swan Nickel Project in Western Australia to Poseidon Nickel Ltd. OJSC MMC Norilsk Nickel group is 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. Poseidon is a nickel sulphide exploration and development company based in Perth, Western Australia. The sale is subject to regulatory approvals and satisfaction of other customary closing conditions and is expected to close in the second half of 2014. Partner Justin Harris led the transaction.

Clifford Chance has also advised the lead managers, composed of Merrill Lynch, Deutsche Bank, JP Morgan, Axis Capital and ICICI Securities, in respect of the approximately INR1.47 billion (US$24.5m) Reg S 144A qualified institutions placement of approximately 469 million equity shares of GMR Infrastructure Ltd (GMRIL), a company listed on the National Stock Exchange of India and the Bombay Stock Exchange. GMRIL is a leading, diversified infrastructure group in India, with substantial experience in the development and operation of airports, power plants, roads and urban infrastructure. Partner Rahul Guptan led the transaction whilst Amarchand & Mangaldas advised on Indian law. Link Legal advised GMRIL on Indian law.

Davis Polk has advised China Yongda Automobiles Services Holdings Ltd in respect of its Regulation S offering of RMB1 billion (US$161m) US dollar-settled 1.5 percent credit enhanced convertible bonds due 2019. The bonds are backed by a standby letter of credit issued by DBS Bank Ltd Hong Kong Branch and will be listed on the HKSE. China Yongda is incorporated in the Cayman Islands with its shares listed on the HKSE. It is a leading passenger vehicle retailer and a comprehensive service provider in China which focuses on luxury and ultra-luxury brands. Partners Bonnie Y Chan and Paul Chow led the transaction whilst Walkers advised as to Cayman Islands law and Commerce & Finance Law Offices as to PRC law. The joint book-runners, DBS Bank Ltd and another investment bank, were advised by Linklaters as to English law and Global Law Office as to PRC law.

Deacons has advised the Hong Kong Science and Technology Parks Corp in respect of the establishment of its HK$1.7 billion (US$219.36m) guaranteed medium term note programme and the issue of HK$855 million (US$110.3m) 2.12 percent guaranteed notes due 2019 and HK$852 million (US$109.9m) 3.20 percent guaranteed notes due 2024 under the programme. The notes are unconditionally and irrevocably guaranteed by the Government of the Hong Kong. The program and the notes are listed on the HKSE. The proceeds will be used to finance the development of Phase 3 of the Hong Kong Science Park. This landmark transaction represents the debut of the Government of the Hong Kong acting as a guarantor of debt securities. Partner Kevin Tong led the transaction. Linklaters acted as Hong Kong counsel to the arrangers and dealers.

Deacons has also advised Soar Rise Ltd in respect of the issue of RMB500 million (US$80.57m) 4.375 percent credit enhanced bonds due 2017, which are unconditionally and irrevocably guaranteed by China Aviation International Holding Co Ltd. The bonds have the benefit of a keepwell deed entered into by AVIC International Leasing Co Ltd and an irrevocable standby letter of credit issued by the Agricultural Bank of China Ltd Singapore Branch. The bonds are listed on the HKSE. AVIC International Leasing is currently the only state-owned financial leasing company in the PRC with an aviation industry background. Partner Kevin Tong also led the transaction. Linklaters acted as Hong Kong counsel to the joint lead managers and the trustee.

Gibson, Dunn & Crutcher has represented Metito Holdings Ltd and its shareholder Gulf Capital in respect of Metito’s partnership with Japanese companies Mitsubishi Corp (MC) and Mitsubishi Heavy Industries Ltd (MHI), as well as Japan Bank for International Cooperation (JBIC). The partnership comprises a share purchase agreement with MC and MHI, which will acquire 38.4 percent of Metito shares, predominantly from Gulf Capital. Both Gulf Capital and the International Finance Corp, a member of the World Bank Group, continue holding 23.8 percent and 3 percent of Metito, respectively. JBIC will also subscribe as a preference shareholder, providing Metito, a capital intensive business, with additional funds of up to US$92 million to fund growth opportunities. The investment aims at supporting overseas business deployment of Japanese companies, establishing a strategic partnership between MC, MHI and Metito, a leading water company in the Middle East. Dubai managing partner Paul Harter led the transaction. Mitsubishi Corp, Mitsubishi Heavy Industries and JBIC were represented by Allen & Overy led by partner Andrew Schoorlemr, head of the Middle East corporate team.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has advised PT Express Transindo Utama Tbk in respect of its Indonesian rupiah (IDR) bonds with an offer amounting to IDR1 billon (US$86,000). The proceeds will help finance new fleet expansions and infrastructure development. Partner Iqbal Darmawan led the transaction.

HSA Advocates has advised Mauritius-based private equity fund Avigo Capital in respect of its second round series C investment in education and ancillary services provider Maharana Infrastructure and Professional Services (MIPS), thereby increasing its stake in MIPS. MIPS is part of the group behind Kanpur-based Maharana Pratap Group of Institutions (MPGI), which runs a string of higher education institutes pan-north India. This is the third round of funding for MIPS wherein, apart from Avigo Capital, the promoters of MIPS will also be investing. Partners Aparajit Bhattacharya and Harvinder Singh led the transaction. BMR Legal advised MIPS with a team led by partner Amit Khansaheb.

Hogan Lovells‘ Hong Kong banking team has advised a syndicate of 11 banks in respect of a US$3.2 billion loan to the COFCO Group to finance COFCO’s acquisitions of a 51 percent stake in Noble Group Ltd’s agri-business, and a 51 percent stake in Nidera, the Dutch commodity trader and agri-business company. The loan comprised a US$1 billion 12 month bridge tranche and a US$2.2 billion 5 year tranche. The tightly priced deal represented a rare opportunity for banks to lend to one of China’s largest state-owned companies. COFCO is the largest supplier of diversified products and services in the agricultural products and food industry in China. HSBC acted as coordinator for the bank syndicate, which also included DBS, Bank of China, The Bank of Tokyo-Mitsubishi, Société Générale, Commonwealth Bank of Australia, Rabobank, Westpac Banking Corp, BBVA, ANZ and Standard Chartered. Hong Kong banking partners Gary Hamp and Owen Chan led the transaction.

Kirkland & Ellis is representing UBS and Jefferies, as joint global coordinators and joint book-runners, as well as the other underwriters in respect of the IPO and listing on the HKSE of Cogobuy Group, a leading e-commerce company which operates the largest transaction-based e-commerce platform for electronic components in China. The IPO is priced at up to HK$4.48 (US$0.58) per share for a total offering size of up to US$198 million. The listing is expected to take place on 18 July 2014. Partners Dominic Tsun, David Zhang, Li-Chien Wong and Benjamin Su led the transaction.

Kirkland & Ellis has also represented social video platform Tian Ge Interactive Holdings Ltd in respect of its US$208 million IPO, before any exercise of the over-allotment option, on the HKSE. The shares listed on 9 July 2014.

Latham & Watkins has advised global travel retailer The Nuance Group AG in respect of its acquisition from AS Watson Group of its 50 percent stake of the Nuance-Watson joint ventures which operate travel retail business in Hong Kong, Singapore, Malaysia, Macau and China. Upon completion of the transaction, which remains subject to the airports’ approvals, Nuance will become the sole owner of the joint ventures. Hong Kong-based Nuance operates 70 stores in Asia, including locations in Hong Kong International Airport, Singapore Changi Airport, China Zhuhai Airport, KLIA 2 in Malaysia and The Venetian Macao, with new stores opening in Xiamen later this year. Milan partner Stefano Sciolla, Hong Kong partner Jane Ng and Singapore partner Sin Chei Liang led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Guorui Properties Ltd, a company incorporated in the Cayman Islands as Glory Land Company Ltd whilst operating in Hong Kong as Guorui Properties Ltd, in respect of its IPO and listing of approximately 661.8 million shares on the HKSE. The shares are offered at HK$2.32 (US$0.30) each. BOCI Asia Ltd acted as the sole sponsor and sole global coordinator. BOCI Asia and China Merchants Securities (HK) Co Ltd acted as the joint book-runners and joint lead managers. Partner Jenny Nip led the transaction whilst Baker & McKenzie acted as Hong Kong counsel. Shearman & Sterling acted for the sole sponsor, joint lead managers and underwriters.

Maples and Calder has also acted as Cayman Islands counsel to Ourgame International Holdings Ltd in respect of its offering and listing of 196 million shares on the HKSE. The offer price is US$4.25 per share and the listing raised around HK$833 million (US$107.5m). Ourgame is a leading online card and board game developer and operator in China with a strong brand and leading expertise in integrated online and offline operations. Jefferies Hong Kong Ltd is the sole sponsor and joint global coordinators, joint book-runners and joint lead managers together with China International Capital Corp Hong Kong Securities Ltd. Skadden, Arps, Slate Meagher & Flom acted as the company’s counsel. Kirkland & Ellis represented the underwriters.

Mayer Brown JSM has advised joint sponsors UBS Securities Hong Kong Ltd and CITIC Securities Corporate Finance (HK) Ltd and the underwriters in respect of the IPO listing of Beijing Urban Construction Design & Development Group Co Ltd on the HKSE. Beijing Urban Design is a construction company engaged in rail-transit related design, consultancy services and construction contracting services. It was founded in 1958 and provides design and survey services for Beijing Subway Line 1, China’s first subway line. Corporate & Securities partner James Fong led the transaction with support from Mayer Brown LLP partner Jason T Elder.

Mayer Brown JSM has also advised Deutsche Securities Asia Ltd and Morgan Stanley Asia Ltd as the joint sponsors and Deutsche Bank AG, Morgan Stanley Asia and five other banks as underwriters in respect of the listing of Jinmao Investments & Jinmao (China) Investments Holdings Ltd on the HKSE. The IPO has raised approximately HK$3.2 billion (US$413m) which may further increase by approximately HK$481.5 million (US$62.1m) if the greenshoe is exercised. Jinmao priced its offer of 600 million share-stapled units at HK$5.35 (US$0.69) each, representing a 9 percent yield. The share stapled units comprise units in Jinmao and are linked to shares in Jinmao (China) Investments Holdings Ltd, the company holding the underlying assets of the trust. The listed trust’s assets include a number of hotels in mainland China, including the Grand Hyatt Shanghai (within Jin Mao Tower), The Westin Beijing Chaoyang and JW Marriott Shenzhen. Corporate & Securities partners James Fong also led the transaction with support from partners Jacqueline Chiu and Chester Wong and Mayer Brown LLP partner Jason T. Elder.

Norton Rose Fulbright has advised China Merchants Securities (HK) Co Ltd as sole sponsor, sole global coordinator, sole book-runner and joint lead manager in respect of the HK$795 million (US$102.58m) global offering and IPO of Sinomax Group Ltd, a leading manufacturer and distributor of visco-elastic pillows, mattress toppers and mattresses in the US, Hong Kong and China. Shares of the company listed on the Main Board of the HKSE on 10 July 2014. Corporate partner Psyche Tai led the transaction whilst Jingtian & Gongcheng advised on PRC law. King & Wood Mallesons advised Sinomax Group as Hong Kong counsel whilst Maples and Calder, led by partner Jenny Nip, acted as Cayman Islands counsel.

Paul Hastings has advised Deutsche Bank in respect of the signing of an ¥11.1 billion (US$109.6m) non-recourse loan facility with Gestamp Solar to be used for the construction of a 32MW solar PV plant in Fukuroda, Ibaragi Prefecture, Japan. This is the largest non-recourse solar financing in Japan, the largest solar financing by a foreign bank in Japan and the largest solar financing in Japan provided to a foreign sponsor. Headquartered in Spain, Gestamp Solar is one of the world’s leading renewable energy developers, and started its Japanese operations in 2012. Construction is expected to be completed within a one-year period, with the target of commencing energy production by April 2015, supplying clean energy to Tokyo Electric Power Company and powering more than 10,000 homes in the area. This transaction between Gestamp Solar and Deutsche Bank will be the first in a series of international standard non-recourse solar project finance deals in Japan between the two parties. Deutsche Bank is also in advanced discussions with other foreign solar developers to provide financing for their Japan-based solar projects. Tokyo partners Joshua Isenberg, Joseph Kim and Naoki Ueyama led the transaction.

Paul Hastings has also advised the underwriters, composed of BOCOM International (Asia) Ltd, BOCOM International Securities Ltd, Haitong International Securities Company Ltd, KGI Capital Asia Ltd and GF Securities (Hong Kong) Brokerage Ltd, in respect of the global offering and IPO of China New City Commercial Development Ltd on the Main Board of the HKSE on 10 July 2014. The listing involved spinning-off China New City from HKSE-listed PRC real estate developer Zhong An Real Estate by way of a separate listing of China New City’s shares on the HKSE. China New City is a commercial property developer, owner and operator, with a focus on developing integrated commercial complexes in China. Capital markets partners Raymond Li, chair of Greater China, and Sammy Li, chair of the Hong Kong office, led the transaction.

Rajah & Tann has acted for SGX-ST Mainboard-listed Koh Brothers Group Ltd (KBGL) in respect of its first issue of notes under its S$250 million (US$201.5m) multicurrency medium term note programme. The S$50 million (US$40.3m) 4.8 percent notes due 2018 were issued on 2 July 2014. KBGL, an investment holding company headquartered in Singapore, has operations in construction and building materials, real estate, and leisure and hospitality. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction. Allen & Gledhill advised The Hongkong and Shanghai Banking Corp Ltd as sole lead manager and book-runner.

Sidley Austin has advised the sole sponsor, sole global coordinator, sole book-runner and underwriters in respect of Ernest Borel Holdings Ltd’s IPO on the HKSE. The offering of 66 million shares at HK$3.00 (US$0.387) per share listed on 11 July 2014. Ernest Borel is a leading Swiss-made premium watch brand in China. Partners Constance Choy and Janney Chong led the transaction.

Simpson Thacher has represented the underwriters in respect of the IPO in Hong Kong and Rule 144A/Regulation S offering by Tian Ge Interactive Holdings Ltd. Tian Ge offered approximately 304.3 million ordinary shares in the offering (before greenshoe) and raised gross proceeds of approximately HK$1.5 billion (US$193.5m). Tian Ge is the largest live social video platform in China in terms of total user spending. UBS Securities Hong Kong Ltd and China International Capital Corp Hong Kong Securities Ltd (CICC) acted as joint sponsors. UBS AG Hong Kong Branch (UBS) and CICC acted as joint global coordinators. UBS, CICC, Haitong International Securities Company Ltd, Jefferies Hong Kong Ltd, Pacific Crest Securities LLC and CMB International Capital Ltd acted as joint book-runners. UBS, CICC, Haitong International, Jefferies Hong Kong and CMB International Capital acted as joint lead managers. Corporate partners Celia Lam and Leming Chen led the transaction.

Simpson Thacher has also represented the underwriters, led by Merrill Lynch, Citigroup and Credit Suisse, in respect of the offering of US$300 million principal amount of zero coupon convertible bonds by Zhen Ding Technology Holding Ltd, a leading designer and manufacturer of printed circuit boards to leading brand name customers. The common shares of Zhen Ding are traded on the Taiwan Stock Exchange. The bonds are listed on the SGX. Corporate partner Chris Lin led the transaction.

SSEK Legal Consultants has acted as Indonesian counsel to the sole sponsor and underwriters in respect of hotel operator Link Holdings Ltd’s IPO and listing on the HKSE by way of placement. Link Holdings has a subsidiary with assets in Indonesia. Partner Fahrul S Yusuf led the transaction.

Virtus Law has advised MoneyMax Financial Services Ltd in respect of its first overseas investment to hold the majority stake, through its own wholly-owned subsidiary, Cash Online Sdn Bhd, in a network of Malaysian pawnshops. Catalist-listed MoneyMax owns and operates one of Singapore’s largest pawn broking chains. The investment will provide MoneyMax with an opportunity to expand its current network of pawn broking and retail outlets from 37 shops in Singapore up to a potential of 71 outlets in Singapore and Malaysia within the next three years. Corporate partner Seh-Ping Kong, supported by partner Elaine Beh, led the transaction.

WongPartnership is acting for Motorola Solutions Credit Company in respect of its bid to enforce a US$2.65 billion US Court judgment in Singapore against members of a prominent Turkish family. Partner Chua Sui Tong is acting on the matter.

WongPartnership has also acted for Lend Lease Commercial Investments Pte Ltd and Lend Lease Retail Investments 3 Pte Ltd, all part of the major Australia-based property development group Lend Lease group, in respect of a S$905 million (US$729.4m) refinancing relating to JEM, a large shopping centre in Singapore. Partners Alvin Chia, Felix Lee, Tan Teck Howe, Hui Choon Yuen and Trevor Chuan led the transaction.