Deals – 16 May 2013

Allen & Gledhill has also advised DBS Bank Ltd (DBS), The Hongkong and Shanghai Banking Corporation Ltd (HSBC) and HSBC Institutional Trust Services (Singapore) Ltd (HSBCIT) in respect of Courts Asia Ltd’s (Courts) establishment of a S$500 million (US$401.7m) multicurrency debt issuance programme. DBS and HSBC are the arrangers and the dealers, HSBCIT is the trustee, and HSBC is the issuing and paying agent, transfer agent and registrar. Under the programme, Courts has completed an inaugural issue of S$125 million (US$100.43m) 4.75 percent notes due 2016. DBS and HSBC were the joint lead managers and bookrunners of the inaugural issue. Partners Au Huey Ling, Ong Kangxin, Daselin Ang and Sunit Chhabra led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co is advising public listed Den Networks Ltd in respect of its preferential allotment of shares to Broad Street Investments (Singapore) and MBD Bridge Street 2013 Investments (Singapore), affiliates of Goldman Sachs. The transaction is subject to customary closing conditions, including receipt of the necessary shareholder and regulatory approvals. Partner Puja Sondhi is leading the transaction which is valued at US$110 million. The investors were advised by J Sagar Associates led by partners Akshay Chudasama, Vikram Raghani and Mithun V Thanks. Herbert Smith Freehills acted as international legal counsel for Goldman Sachs.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised Deutsche Equities India Private Ltd, IDFC Capital Ltd and Elara Capital (India) Private Ltd, as book running lead managers, in respect of DEN Networks’ qualified institutional placement of approximately 12.47 million equity shares. Partner Prashant Gupta led the transaction which closed on 13 May 2013 whilst Jones Day acted as International legal counsel. Indus Law acted as the domestic legal counsel to DEN Networks Ltd and to the book running lead managers.

Ashurst has advised Asian Development Bank (ADB) and The Siam Commercial Bank Public Company Ltd (SCB) as lenders in respect of a limited recourse project financing to two solar power projects in Thailand. The financing closed on 11 April 2013. Each project entails the construction of a 16MW solar power generation plant with a combined total capacity of 32MW. Bangchak Solar Energy Company Ltd, a subsidiary of Bangchak Petroleum Public Company, is the developer of the projects and is the borrower under the facilities. Partner Matthew Bubb, supported by partner Patrick Phua, led the transaction. Chandler and Thong-ek Law Office, led by Albert Chandler and Jessada Sawatdipong, acted as Thai counsel to the lenders. LS Horizon, led by Chaipat Kamchadduskorn, advised the borrower.

Clifford Chance has advised Ascott Residence Trust (AscottReit) in respect of its acquisition of a portfolio of 11 rental housing properties in Japan for ¥9.2 billion (US$90m) from ACRJ3 Pte Ltd, an 88.9 percent owned subsidiary of The Ascott Ltd. The properties have a total of 959 apartments located across six cities in Japan. This deal is part of a wider transaction involving AscottReit acquiring, in addition to the Japan properties, three prime serviced residences in China. SGX-listed AscottReit was established to invest in real estate and real estate-related assets. It is managed by Ascott Residence Trust Management Ltd, a wholly-owned subsidiary of The Ascott Ltd and an indirect wholly-owned subsidiary of CapitaLand Ltd, one of Asia’s largest real estate companies. Partner Leng-Fong Lai led the transaction.

Davis Polk is advising Baidu Inc in respect of its US$370 million acquisition of the online video business of PPS. The definitive agreement was signed on 7 May 2013. The transaction, which is subject to customary closing conditions, is expected to close in the second quarter of 2013. Upon completion of the transaction, PPS’s online video business will be merged with Baidu’s own video platform iQiyi. The combined entity will become China’s largest online video platform by number of mobile users and video viewing time. PPS will continue to operate as a sub-brand of iQiyi. Baidu is the leading Chinese-language Internet search provider. Baidu’s ADSs currently trade on the Nasdaq Global Select Market. iQiyi.com is a leading online video portal in China that was founded by Baidu. PPS was founded in 2005 and ranks number one in its category by desktop client installations and mobile apps. Partners Miranda So, Howard Zhang, Frank J Azzopardi and Kathleen L Ferrell are leading the transaction. Cadwalader, Wickersham & Taft is advising PPS.

Davis Polk has also advised NYSE and HKSE-listed CNOOC Ltd as to US and Hong Kong law in respect of the SEC-registered offering of guaranteed notes by CNOOC Finance Ltd, a wholly owned subsidiary of CNOOC Ltd, of its US$750 million 1.125 percent guaranteed notes due 2016, US$750 million 1.75 percent guaranteed notes due 2018, US$2 billion 3 percent guaranteed notes due 2023 and US$500 million 4.25 percent guaranteed notes due 2043. Bank of China (Hong Kong) Ltd, Bank of China Ltd, BOCI Asia Ltd, China International Capital Corporation Hong Kong Securities Ltd, Citigroup Global Markets Inc, Credit Suisse Securities (USA) LLC, Goldman Sachs (Asia) LLC, JP Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS AG Hong Kong Branch, CCB International Capital Ltd, ICBC International Securities Ltd, Scotia Capital (USA) Inc and Société Générale were the underwriters for the offering. The notes were listed on the HKSE. CNOOC is an upstream company specializing in the exploration, development and production of oil and natural gas. Partners James C Lin, Eugene C Gregor, Antony Dapiran, Lucy W Farr and John B Reynolds III led the transaction. CNOOC was advised by Walkers as to British Virgin Islands law. The underwriters were advised by Linklaters as to US law and Commerce & Finance Law Offices as to PRC law.

Hadiputranto, Hadinoto & Partners and Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firms in Indonesia and Singapore, respectively, have represented the Hongkong and Shanghai Banking Corporation Ltd Tokyo Branch in respect of a secured loan facility amounting to US$150 million to PT Federal International Finance, one of the leading financing companies in Indonesia. The facility was provided by Japan Bank for International Cooperation, The Bank of Fukuoka Ltd Tokyo Branch, The Chiba Bank Ltd Hong Kong Branch, The Chugoku Bank Ltd Hong Kong Branch, the Shizuoka Bank Ltd Hong Kong Branch, the Hongkong and Shanghai Banking Corporation Ltd Tokyo Branch and Mizuho Corporate Bank Ltd. Partner Indri Guritno from Indonesia and partner Emmanuel Hadjidakis from Singapore led the transaction.

Herbert Smith Freehills has advised OGX Petróleo e Gás Participações SA (OGX), Brazil’s largest private oil and natural gas exploration company, in respect of the sale of a 40 percent stake in two blocks in the Campos Basin, offshore Brazil to Malaysian state oil and gas company PETRONAS. Under the agreement signed on 7 May 2013, PETRONAS will acquire 40 percent of OGX’s interest in each of Blocks BM-C-39 and BM-C-40 for US$850 million. The blocks are located in the shallow waters 95 km offshore the state of Rio de Janeiro and contain the Tubarão Martelo field which is currently under development. The proposed acquisition will mark PETRONAS’ first entry into the exploration and production business in Brazil. The completion of the transaction is conditional upon relevant regulatory approvals. Partners Simon Tysoe and Hilary Lau led the transaction.

J Sagar Associates has acted as co-counsel on behalf of South Korean steel major Posco in respect of its challenge before the Supreme Court against a decision of the Orissa High Court which had set aside the State Government’s recommendation for preferential grant of prospecting license to Posco over a 2,500-hectare area in the Sundergarh district. The grant of the mineral concession was a vital prerequisite for Posco to set up its INR51,000 crores (US$9.31b) steel plant in Orissa, a project billed as India’s largest foreign direct investment. On 10 May 2013 the Supreme Court set aside the High Court judgment and directed the Central Government to consider the State Government’s recommendation in favour of Posco in accordance with the provisions of the Mines & Minerals (Development & Regulation) Act 1957. Partners Amar Gupta, Dheeraj Nair and Ananya Kumar led the transaction.

J Sagar Associates has also advised Citigroup Global Markets Ltd, Deutsche Bank AG Singapore Branch and The Royal Bank of Scotland plc as the joint lead managers in respect of the issue of US$300 million 2.5 percent guaranteed notes due 2018 and US$500 million 3.75 percent guaranteed notes due 2023 by ONGC Videsh Ltd and guaranteed by Oil and Natural Gas Corporation Ltd. Partner Dina Wadia led the transaction.

Khaitan & Co has advised Reliance JioInfocomm Pte Ltd and Infotel Telecom Ltd in respect of an agreement for an indefeasible right of use in a fibre pair on i2i submarine cable system that connects India and Singapore. i2i cable system is owned by Network i2i Ltd, a subsidiary of Bharti Airtel Ltd. Singapore-incorporated Reliance JioInfocomm will have the requisite telecom licenses to operate in Singapore whilst India-incorporated Infotel Telecom has international long distance license to operate in India. Both these companies are a part of Reliance Industries Ltd, the only company to have a pan-India BWA spectrum. Partner Asim Abbas acted on the transaction.

Khaitan & Co has also advised DTDC Courier and Cargo Ltd, one of the leading Express distribution companies in India covering both domestic and international services, in respect of its investment in Nikkos Logistics Private Ltd. The deal involved: (a) issuance and allotment of shares aggregating to 70 percent of Nikkos’ share capital to DTDC; (b) buyout of the minority shareholding of Nikkos by its promoters; and (c) formation of a joint venture named DTDC Nikkos International Logistics. Partner Ganesh Prasad acted on the transaction.

King & Wood Mallesons has advised Charter Hall’s Core Plus Office Fund (Charter Hall) in respect of its joint acquisition of FKP Property Group’s Gasometer 2 Brisbane office development. Under the deal, Charter Hall will acquire a 50 percent share in the 23,400 square metre office tower, which is currently under development. The deal also includes a pre-commitment by the Bank of Queensland to lease 12,700 square metres of the building’s office space for an initial 12 year period. Partners Sonya Harris and Stuart Dixon-Smith led the transaction.

Kirkland & Ellis is representing HKSE-listed SPG Land (Holdings) Ltd, in respect of: (i) its issuance of new shares to Gluon Xima International Ltd, an indirectly wholly-owned subsidiary of Greenland Holding Group Company Ltd for approximately HK$4.34 billion (US$559m), which will result in Greenland acquiring a 60 percent interest in the enlarged capital of SPG Land; (ii) the sale of a subsidiary of SPG Land (which holds a 50 percent interest in the Peninsula Hotel, Residences and Arcade in Shanghai) to SPG Land chairman Wang Weixian for approximately RMB1 billion (US$162.7m); and (iii) the related bonus issue and special dividend arrangements by SPG Land to facilitate the structuring of the transactions. Partner David Yun is leading the transaction. Freshfields Bruckhaus Deringer, led by partners Charles Ching and Edward Freeman, is advising Gluon Xima International Ltd.

Kirkland & Ellis is also representing the joint global coordinators and joint bookrunners (composed of JP Morgan Securities (Asia Pacific) Ltd, CITIC Securities Corporate Finance (HK) Ltd, UBS AG Hong Kong Branch and Goldman Sachs (Asia) LLC) and the other joint bookrunners (composed of China International Capital Corporation Hong Kong Securities Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Haitong International Securities Company Ltd, Citigroup Global Markets Ltd, Citigroup Global Markets Asia Ltd, Merrill Lynch International, Merrill Lynch Far East Ltd, Deutsche Bank AG Hong Kong Branch, BOCOM International Securities Ltd, CMB International Capital Ltd and BOCI Asia Ltd) in respect of a global offering, including the IPO and listing on the HKSE, of SINOPEC Engineering (Group) Co Ltd, the leading oil refining, petrochemical and new coal chemical engineering company in China. The global offering comprises approximately 1.33 billion H shares (subject to adjustment and overallotment option), of which approximately 5 percent will initially be offered under the Hong Kong public offering and approximately 95 percent will initially be offered under the international offering. Pursuant to the overallotment option, the joint global coordinators (on behalf of the international underwriters) have the right to require the company to issue up to approximately 199.2 million additional H shares, representing 15 percent of the shares initially available under the global offering. Depending on the exercising of the overallotment option, the total value of the deal is between US$1.66 and US$2.23 billion. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Fan Zhang, Laura Fraedrich and Joanna Ritcey-Donohue are leading the transaction.

Latham & Watkins has represented Minmetals Cheerglory Ltd and General Nice Development Ltd in respect of their approximately US$238 million strategic investment in HKSE-listed IRC Ltd and their offtake arrangement with IRC relating to the purchase of all iron seaborne products of IRC Ltd and its subsidiaries. The subscription was completed on April 2013. This transaction involved Takeovers Code and Hong Kong Listing Rules implication. A white wash waiver was granted by the SFC in respect of an obligation to make a general offer to the shareholders of IRC Ltd, whose primary business is the exploration, development and production of iron ore and other industrial commodities products in the Russian Far East. Partners Cathy Yeung, Michael Liu, Christopher Allen and Christopher Langdon led the transaction.

Latham & Watkins has also advised Minmetals Land Ltd in respect of its offering of US$225 million 5.5 percent guaranteed bonds due 2018 and US$125 million 6.5 percent guaranteed bonds due 2023. The transaction priced on 19 April 2013 and closed on 26 April 2013. It was the first issuance of US$ guaranteed bonds by a member of China Minmetals Group, with the 5-year tranche oversubscribed by approximately 5.8 times. The joint global coordinators for the transaction were BNP Paribas and UBS AG Hong Kong Branch. Minmetals Land Ltd is the sole listed real estate flagship of China Minmentals Corporation whose primary business is real estate development, specialized construction, property investments and securities investment in China. Partners Cathy Yeung and Eugene Lee led the transaction.

Maples and Calder has acted as Cayman Islands counsel for Hutchison Whampoa Europe Finance (13) Ltd and Hutchison Whampoa Ltd in respect of the issue of €1.75 billion (US$2.26b) perpetual subordinated guaranteed securities by Hutchison Whampoa Europe Finance (13) Ltd which are unconditionally and irrevocably guaranteed on a subordinated basis by Hutchison Whampoa Ltd. Partner Stacey Overholt led the transaction whilst Freshfields Bruckhaus Deringer advised as to English law and Woo, Kwan, Lee & Lo advised as to Hong Kong law.

Maples and Calder has also acted as Cayman Islands and British Virgin Islands counsel to Greentown China Holdings Ltd, a Cayman Islands company listed on the HKSE, in respect of its issue of RMB2.5 billion (US$406.7m) 5.625 percent senior notes due 2016. This is a re-tap to the issuance in January 2013. The notes are now listed on the HKSE. Greentown, headquartered in Hangzhou (Zhejiang Province), China, is one of the leading property developers in China. Partner John Trehey led the transaction whilst White & Case acted as United States and Hong Kong legal counsel and T&C Law Firm acted as PRC counsel. Davis Polk & Wardwell acted as US legal counsel to the initial purchasers whilst Jingtian & Gongcheng acted as PRC legal counsel.

Mayer Brown JSM has represented Beijing Enterprises Water Group Ltd, one of the leading integrated water and sewage treatment solution providers in the PRC, in respect of the issuance of US$500 million 4.625 percent guaranteed bonds due 2018 by its subsidiary, Beijing Enterprises Water Capital Management Ltd. Its largest shareholder, Beijing Enterprises Holdings Ltd, which is backed by the Beijing Municipal Government, provided a non-legally binding letter of comfort to bondholders. The bonds have not and will not be rated and are listed on the HKSE. Beijing Enterprises Water plans to use the net proceeds to repay existing borrowings and acquire overseas projects. Partners Jeckle Chiu and Phill Smith led the transaction.

Nishith Desai Associates has acted as legal and tax counsel to EuroKids International Ltd and its exiting shareholders in respect of the sale, with Educomp Solutions Ltd, of their majority stake in EuroKids to private equity fund GPE. EuroKids is one of the largest education service providers in the pre-school and higher secondary school segment in India.

Rodyk & Davidson is advising CIMB Bank Berhad Singapore Branch in respect of: (a) the proposed acquisition by SGX-ST-listed Rowsley Ltd of the entire issued and paid-up share capital of RSP Architects Planners & Engineers Pte Ltd (RSP) for up to S$187.5 million (US$150.33m); (b) the proposed acquisition by Rowsley of vacant land located in the Iskandar Development Region, Johor Bahru Malaysia (the Land) for approximately S$358 million (US$287m); and (c) the proposed bonus issue of free warrants to existing Rowsley shareholders. The core business of Rowsley, its subsidiaries and associated companies is in investments, investment holdings, strategic investments and other related activities. RSP is a private company incorporated in Singapore. RSP, its subsidiaries and associated companies provide architectural, master planning, urban design, civil and structural and mechanical and electrical engineering, interior design and project management services. Partner Ng Eng Leng led the transaction.

Rodyk & Davidson has also advised Singapore property developer Kian An Realty Ltd in respect of a Real Estate Management and Advisory Agreement (REMA) with Invesco Real Estate Investment (Asia) LLC, a local branch of Invesco, to, inter alia, manage Peace Centre and Peace Mansion (Assets) worth in excess of S$240 million (US$192.5m). Invesco is one of the world’s largest and most diversified independent investment management firms. The deal is structured into three main components to deal with the assets, namely real estate management services covering leasing, maintenance and upgrading aspects; advisory services involving a business plan and an annual budget for the property; and disposal services through collective sale or otherwise. Partner Norman Ho, supported by partner Ho Soo Lih, led the transaction.

Ropes & Gray’s Hong Kong office has advised Australia-based MYOB and its parent company Bain Capital in respect of MYOB’s buyout of BankLink New Zealand. The transaction was announced on 14 May 2013. Partner Brian Schwarzwalder led the transaction.

Shook Lin & Bok is acting for SGX-listed NH Ceramics Ltd in respect of its proposed acquisition of BlackGold Asia Resources Pte Ltd and BlackGold Energy Ltd for S$187.5 million (US$150.5m) and on the placement of new issued shares by NH Ceramics to raise proceeds of approximately S$1.8 million (US$1.45m). Partners Wong Gang and Tan Wei Shyan are leading the transaction.

Skadden is representing a subset of the consortium buyer group, including China Broadband Capital Partners II and Edward Tian, in respect of the acquisition of telecommunications software and solutions company AsiaInfo-Linkage Inc. Under the agreement, AsiaInfo-Linkage will be acquired by a private investor consortium led by CITIC Capital Partners. The buyer consortium, led by CITIC Capital Partners and Edward Tian, co-founder and a significant stockholder of AsiaInfo-Linkage, and their respective affiliates, including CITIC PE and China Broadband Capital Partners II LP, will provide equity financing for the acquisition. Partner Peter Huang is leading the transaction. Shearman & Sterling, led by partner Paul Strecker, advised the Special Committee of the Board of Directors of AsiaInfo-Linkage Inc. Fried, Frank, Harris, Shriver & Jacobson, led by partners Douglas Freeman, Philip Richter and Victor Chen, represented Goldman Sachs (Asia) LLC as financial advisors to the Special Committee of AsiaInfo-Linkage Inc. Ropes & Gray represented AlpInvest, a member of the buyer consortium.

Simpson Thacher’s Hong Kong office has represented the underwriters in respect of the US$350.8 million registered follow-on offering of approximately 79.7 million American Depositary Shares by AU Optronics Corp (AUO). Citigroup Global Markets acted as the global coordinator for the offering and Citigroup Global Markets and UBS AG acted as joint bookrunners. ANZ, ING Bank, Mizuho Securities and Standard Chartered Securities acted as the co-managers of the offering. AUO is one of the world’s leading providers of optoelectronic solutions. AUO’s common shares are traded on the Taiwan Stock Exchange whilst AUO’s ADRs are traded on the NYSE. Chris Lin, Asher Hsu, Christina Chiang, Tse-Yu Su, Robert Holo and Michael Cardella led the transaction.

Watson, Farley & Williams Asia Practice has advised SapuraKencana Petroleum Berhad, a major oil and gas services company headquartered in Malaysia, in respect of the debt and equity financing of its acquisition of the entire issued share capital in Seadrill Tender Rig Ltd and certain other related businesses and assets. The acquisition included purchasing 18 tender drilling rigs (6 semi-tenders, 9 tender barges and 3 newbuilds) from Seadrill. In addition to the equity provided by SapuraKencana, the financing also included a US$1.85 billion loan facility and a $US550 million equity placement arrangement. In the loan facility transaction, Standard Chartered Bank (SCB) acted as the coordinating bank whilst Maybank Investment Bank Berhad (Maybank IB) acted as the agent and security agent. The lenders included ABN AMRO Bank NV Singapore Branch, AmInvestment Bank Berhad, BNP Paribas, CIMB Bank Berhad, The Hong Kong and Shanghai Banking Corporation Ltd, Maybank IB and Malayan Banking Berhad, RHB Bank Berhad, SCB and United Overseas Bank (Malaysia) Berhad. In the equity placement, SapuraKencana placed 587 million new ordinary shares. CIMB Investment Bank Berhad, Maybank IB and CIMB (Securities) Pte Ltd acted as placement agents. Partners Andrew Nimmo and Nicholas Hanna led the transaction. Norton Rose, led by partner Yu-En Ong, advised Standard Chartered Bank and other lenders.

WongPartnership is acting for WBL Corporation Ltd in respect of the mandatory conditional offer by UE Centennial Venture Pte Ltd, a wholly-owned subsidiary of United Engineers Ltd (UE), to acquire all the issued ordinary stock units and convertible bonds in WBL other than those already owned, controlled or agreed to be acquired by the UE offeror and certain parties acting in concert with the UE offeror, for approximately S$1.25 billion (US$1 billion). Partners Ng Wai King and Chan Sing Yee led the transaction.

WongPartnership is also acting for Heping Investments (BVI) Ltd, Biyun Investments (BVI) Ltd, The Ascott Holdings Ltd, ACRJ3 Investments Pte Ltd and RAV Three Pte Ltd in respect of their divestment of three prime serviced residences in the PRC and 11 rental housing properties in Japan to Ascott Residence Trust for an aggregate consideration of approximately S$287 million (US$230m). Partners Owyong Eu Gene and Lim Hon Yi led the transaction.