Deals – 16 June 2011

Allens Arthur Robinson has advised Australian national broadband provider NBN Co Ltd in respect of its 10-year A$1.1 billion (US$1.06b) contract with Swedish networking giant Ericsson. Under the new deal which was announced on 1 June 2011, the two organisations will work together to roll out NBN’s planned 12Mbps wireless network to Australian premises that won’t be covered by the national fibre rollout. The rollout, covering Australians in rural and regional areas, is expected to be completed by 2015, with the first services to be available from the middle of 2012. Partner Niranjan Arasaratnam and special counsel John Dieckmann led the transaction.

Allens Arthur Robinson is also advising Plenary Group and its GoldlinQ Consortium partners, Bombardier, Downer EDI, McConnell Dowell and Keolis, in respect of the A$1 billion (US$1.06b) first stage of the Gold Coast Rapid Transit project. The first stage of the light rail project involves a 13 kilometre stretch between Broadbeach and the Gold Coast University Hospital. The financing will include A$365 million (US$385.6m) of debt and A$65 million (US$68.7m) of equity. Partner Emma Warren led the transaction. Corrs Chambers Westgarth acted for the State Government whilst Mallesons Stephen Jaques advised the financiers. Maddocks acted for McConnell Dowell whilst DLA Piper acted for Keolis and Downer EDI. Minter Ellison advised Bombardier.

Azmi & Associates has advised state-linked company TDM Berhad in respect of its recent acquisition of Taman Desa Medical Centre, a private hospital in Kuala Lumpur, which was satisfied via cash consideration and share swap. Taman Desa Medical Centre is licensed by the Malaysian Ministry of Health to manage and operate a 130 beds medical centre with various other supporting facilities. The acquisition will serve to strengthen TDM Berhad’s position in the healthcare industry in Malaysia and is the latest addition to the existing three private medical centers owned and operated by the company. The transaction was led by Zuhaidi Shahari and Syed Zulfhadlie.

Azmi & Associates has also advised Perbadanan Nasional Berhad, an agency under the Ministry of Domestic Trade Cooperatives and Consumerism of Malaysia, in respect of its maiden venture into property development through a joint venture with KLIA Properties Sdn Bhd, an established property developer in Malaysia. The property development is located in the prime area of Bangi, south of Kuala Lumpur, with expected gross development value of more than RM170 million (US$55.9m). Partner Zuhaidi Shahari led the transaction.

Baker & McKenzie has advised Pacific Andes Resources Development Ltd, a Singapore-listed subsidiary of Pacific Andes International Holdings Ltd, in respect of its issuance of three-year CNY denominated bonds in an aggregate principal amount of CNY600 million (US$92.57m). DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Standard Chartered Bank (Hong Kong) Ltd acted as the joint lead managers and joint bookrunners for the bond offering. The transaction closed on 2 June 2011. Partner Brian Spires led the transaction whilst the Hong Kong regulatory compliance aspects were handled by a team in Hong Kong led by partner Milton Cheng.

Clifford Chance has advised Amata B Grimm Power Ltd, a Thailand-based joint venture power development company, in respect of the development and financing of two gas-fired power plants in Thailand. The project includes the development of a 123.3 MW (Rayong 1) and 122.4MW (Rayong 2) gas-fired combined cycle co-generation power plants in Rayong Province, Thailand. Kasikornbank and Bangkok Bank have provided 20-year syndicated loans worth approximately THB7.9 billion (US$258.3m) for the financing of the plants.

Colin Ng & Partners has advised Topwin Investment Holding Pte Ltd, a wholly owned subsidiary of BreadTalk Group Ltd, in respect of a joint venture between its subsidiary, Megabite Hong Kong Ltd, and Wingain Global Ltd to invest in a company registered in Guangzhou, PRC, under the name of Food Republic Guangzhou F&B Management Co Ltd which will establish and operate food courts in Guangzhou under the “Food Republic” and “大食代” trademarks. Partner Kong Seh Ping acted on the matter.

Davis Polk has advised Credit Suisse Securities (Europe) Ltd and Standard Chartered Bank as initial purchasers in respect of the Rule 144A/Regulation S offering by Lonking Holdings Ltd of its US$350 million high-yield notes due 2016.
Lonking Holdings is a leading manufacturer of wheel loaders and one of the major manufacturers of construction machinery in the PRC. Partner William F Barron and counsels Gerhard Radtke and Zhan Chen led the firm’s advisory team. Lonking Holdings Ltd was advised by Sidley Austin as to US and Hong Kong law, by Conyers Dill & Pearman as to BVI and Cayman Islands law and by Fujian Lihan Law Firm as to PRC law. The initial purchasers were advised by Jun He Law Offices as to PRC law.

Freshfields Bruckhaus Deringer has advised the underwriters (consisting of Morgan Stanley, China International Capital Corporation, Goldman Sachs and the Macquarie Group) in respect of the US$800 million global offering of shares and listing in the HKSE of Huaneng Renewables, a leading Chinese renewable energy company focused on wind power generation. The company has the third largest wind power generation capacity in China and is among the 10 largest wind power firms in the world. The transaction was led by partner Calvin Lai.

Harry Elias Partnership has advised Miyoshi Precision Ltd in respect of the proposed investment through its wholly-owned British Virgin Islands – incorporated subsidiary Cerise Group Ltd (Cerise) with Galaxy Pte Ltd (Galaxy) for the subscription of 3,000 new ordinary shares in the share capital of Galaxy for an aggregate cash consideration of US$3 million. Partner Douglas Koh advised on the transaction.

Herbert Smith and its associated Indonesian law firm Hiswara Bunjamin & Tandjung have advised Deutsche Bank AG Hong Kong Branch and Macquarie Capital (Singapore) Pte Ltd as placing agents in respect of the US and Indonesian law aspects of the US$289 million sale of an approximately 10 per cent stake in listed Indonesian coal producer PT Harum Energy Tbk by controlling shareholder PT Karunia Bara Perkasa. The transaction launched and priced overnight on 28 May 2011 and was executed on the Indonesia Stock Exchange to institutional investors. The transaction was led by partner Kevin Roy and Singapore counsel Siddhartha Sivaramakrishnan.

Herbert Smith has also advised casino operator MGM China Holdings Ltd (MGM China Holdings) in respect of its HK$11.7 billion (US$1.5b) IPO on the HKSE and Rule 144A/Regulation S global offering. MGM China Holdings is the holding company of MGM Grand Paradise SA, holder of one of the six gaming concessions or subconcessions to operate a casino in Macau. JPMorgan, Morgan Stanley and Bank of America Merrill Lynch were joint sponsors, joint global coordinators, joint bookrunners and joint lead managers of the global offering. The Hong Kong team was led by partner Ashley Alder whilst the US team was led by partner Kevin Roy and Counsel Siddartha Sivaramakrishnan.

Khaitan & Co has advised Indian financial services provider India Infoline Ltd (IIFL) in respect of the outsourcing of the in-house information technology services of IIFL to IBM India Private Ltd (IBM) for US$66.2 million. The deal involved a unique commercial outsourcing model provided for the first time to a financial services firm by IBM. Partner Murali Neelakantan led the transaction.

Khaitan & Co has also advised Harvard Finance Company Ltd, Sabero Echostar (India) Pvt Ltd and Karville Company Ltd, along with individual promoters (promoters) in respect of the sale of their entire shareholding in Sabero Organics Gujarat Ltd to Coromandel International Ltd for approximately US$82 million. Partner Vaishali Sharma led the transaction.

Latham & Watkins has represented Vedanta Resources Plc, a diversified metals and mining company, in respect of its US$1.65 billion bond offering. The issue comprised of US$750 million 6.75 per cent bonds due 2016 and US$900 million 8.25 per cent bonds due 2021. Partners Rajiv Gupta, Michael Sturrock and Lene Malthasen led the transaction.

Latham & Watkins has also represented PT Pertamina (Persero), Indonesia’s state-owned oil and gas company, in respect of a US$1 billion 5.25 per cent bond offering due 2021 and a US$500 million 6.5 per cent bond offering due 2041. Partners Michael Sturrock and Clarinda Tjia-Dharmadi led the transaction.

Milbank, Tweed, Hadley and McCloy has advised Mongolian Mining Corp (MMC), Mongolia’s biggest coking coal producer, in respect of its acquisition of QGX Coal from Kerry Mining. MMC’s initial acquisition price was US$464 million, made up of a cash payment of US$100 million, a convertible bond of US$85 million, and a vendor loan of US$279 million that is due to be settled within a few months of the closing. The valuation is subject to adjustment based on the confirmed reserves position of the company in 18 months time, when MMC will pay a royalty based on the mine’s production exceeding certain thresholds. The total deal value is capped at US$950 million. Kerry Mining is a subsidiary of the Kuok Group, one of the largest diversified conglomerates in Asia. Anthony Root and Dieter Yih led the transaction.

Mori Hamada & Matsumoto has advised The Sumitomo Trust and Banking Co Ltd in respect of its memorandum of understanding (MOU) signed on 6 May 2011 with DBS Bank (DBS) to deepen cooperation in Asia across a wide spectrum of businesses, including institutional banking, capital markets, and treasury and markets. The strategic alliance will enable both banks to offer an increased scope of products and services to customers across the region. With the MOU, Sumitomo Trust intends to leverage DBS’ extensive network and capabilities in Asia to enhance its client offerings. The collaboration will also enable DBS to better serve its clients as they expand into Japan. Partner Satoshi Nakamura led the transaction.

Nishith Desai Associates has advised Reliance Broadcast Network Ltd, a part of the Reliance Group (through its subsidiaries), in respect of its 50:50 joint venture with RTL Group, part of Germany’s Bertelsmann group, to launch thematic channels in India. The initial channels to be launched will include two English-speaking thematic TV channels comprising of a reality channel with international content, mainly from RTL Group’s production arm FremantleMedia Ltd, and a channel primarily targeting male viewers with action-oriented content.

Paul, Hastings, Janofsky & Walker has advised Perennial Real Estate Pte Ltd, an integrated retail real estate management and capital management company, as the sponsor in respect of Perennial China Retail Trust’s (PCRT) business trust. PCRT raised S$776 million (US$627m) from the offering. The deal reportedly marks the first pureplay PRC retail development business trust to list on the SGX and the third largest IPO in Singapore so far this year. Partner Vivian Lam led the transaction. Allen & Gledhill, led by partners Jerry Koh and Long Pee Hua, advised the sponsor and Perennial China Retail Trust Management Pte Ltd as the trustee-manager of PCRT.

Shook Lin & Bok has acted as the Singapore counsel to BVI company Chater Capital Ltd in respect of its acquisition of the entire issued share capital of BR Properties Pte Ltd, which was a subsidiary of CapitaLand Ltd. The total consideration was RMB 807.7 million (US$124.6m). Partner Gwendolyn Gn led the transaction.

Slaughter and May has advised MTR Corporation Ltd in respect of three agreements with the Hong Kong Government for (1) the financing, design, construction and operation of the South Island Line (East), a railway line with an estimated construction cost of HK$12.4 billion (US$1.6b); (2) the advance works relating to the Shatin to Central Link with an estimated construction cost of HK$60 billion (US$7.7b); and (3) the financing, design, construction and operation of the Kwun Tong Line Extension with an estimated construction cost of HK$5.3 billion (US$680.3m). Partner Jason Webber led all three transactions.

WongPartnership has acted for Forrester Research Inc, a Nasdaq-listed independent research company, in respect of the purchase of assets and the Springboard Research business from Knowledge Platform Pte Ltd. The transaction was part of a global acquisition of the business of Springboard Research, a provider of research and advisory services focused on Asia Pacific and emerging markets. Partners Dawn Law, Vivien Yui and Lam Chung Nian acted on the matter.

WongPartnership has also acted for Lakeview Investments Pte Ltd, a property investment and development company wholly-owned by YMC Holdings Ltd, in respect of its S$65 million (US$52.5m) acquisition of Fortredale, a freehold development located at 2 Tanjong Rhu Road, in District 15 of Singapore which is renowned for its sea views and proximity to the airport and the city. Partner Cornelia Fong acted on the matter.