Deals – 17 May 2007

Cleary Gottlieb has represented Citigroup and Deutsche Bank as joint global coordinators and joint bookrunners and DBS Bank as joint lead manager in the initial public offering of Rickmers Maritime. The offering, which raised approximately US$176 million for Rickmers Maritime, closed May 5, 2007. The offering consisted of 169,679,000 Rickmers Maritime common trust units that were listed on the on the Singapore Stock Exchange. In addition to a Singapore public offering, the trust units were offered outside of Singapore under Regulation S and Rule 144A. Rickmers Maritime, which is sponsored by the German shipping operator Rickmers Group, will own and operate large containerships chartered to leading shipping lines.

Cleary Gottlieb has served as transaction counsel in GS Caltex Corporation’s US$500 million 144A/Reg S offering of 5.50 percent notes due April 2017. The notes were listed on the Singapore Stock Exchange. Barclays Capital, Citigroup, Deutsche Bank Securities and Goldman Sachs International served as joint book-runners in the transaction, which priced on April 17 and closed May 5, 2007. GS Caltex is one of the largest petroleum refining companies in Korea, and a leading producer of certain petrochemical products. Cleary was transaction counsel in similar offerings in 2004, 2005 and 2006.

Herbert Smith has advised Morgan Stanley, Goldman Sachs and UBS as placing agents for Shimao Property Holdings Limited, a leading Shanghai-based property developer, on its placing of existing and new shares for HK$5.47 billion (US$701 million). The transaction was the largest placement this year by a Hong Kong-listed company. A total of 305.8 million shares were offered at HK$17.88 per share. The funds raised will be used by Shimao Property to finance the group’s projects, new investments and further acquisitions, including a major new development in Beijing. Morgan Stanley was the sole bookrunner for the deal, while Goldman Sachs and UBS acted as the joint lead managers. Herbert Smith advised on both the Hong Kong and US law aspects of the transaction.

Linklaters has advised Bank of Communications Co Ltd on its RMB25.2 billion (approx. US$3.3 billion) A share offering which is the fourth biggest fund raising in China to date. The A shares were admitted for listing on the Shanghai Stock Exchange on May 15, 2007. The listing attracted substantial interest from the market with lock-up capital amounting to a record high of RMB145.5 billion (approx. US$19 billion). Bank of Communications now has a market capitalisation of US$51 billion. It is the fifth largest commercial bank in China with an extensive network in China and branch offices in Hong Kong, New York, Tokyo and Singapore. It is also listed on The Stock Exchange of Hong Kong. Linklaters previously advised Bank of Communications on its Hong Kong listing in June 2005. This was the first PRC bank to list outside of China and the Hong Kong offering was 204 times over-subscribed.

Lovells Lee & Lee has acted for The Bank of New York in its role as Trustee on the issue of Series A US$15 million and Series B US$10 million (subject to an option in respect of US$5 million of Series B Bonds) foreign currency convertible bonds unsecured foreign currency convertible bonds due 2012 convertible into the ordinary shares of an Indian public listed company (the FCCBs).

Lovells Lee & Lee has acted for The Bank of New York in its role as Trustee on the issue of US$12 million (subject to an over-allotment option of up to an additional US$3 million) 1 percent unsecured foreign currency convertible bonds due 2012 convertible into the ordinary shares of an Indian public listed company (the FCCBs).

Lovells Lee & Lee has acted for Deutsche Trustee Company Limited as Trustee on the issue of US$6 million 1.5 percent unsecured foreign currency convertible bonds due 2012 (subject to an over-allotment option for up to US$4 million of bonds) convertible into the ordinary shares of an Indian public listed company (the FCCBs).

Lovells Lee & Lee has acted for ICICI Bank Limited, Singapore Branch in its arranging of a US$50 million syndicated term loan facility to Unitech Limited of India. The syndicate of lenders comprised of two banks.

O’Melveny & Myers has represented Lehman Brothers and Jefferies & Company as joint bookrunners in Comtech Group’s US$110 million follow-on public offering. Co-managers for the offering were Bear, Stearns & Co, Needham & Company and CE Unterberg, Towbin. Comtech Group offered 5.5 million shares at $17.50 per share, 4.4 million of which were sold by Comtech Group and 1.1 million of which were sold by the selling shareholders. The underwriters also exercised their greenshoe option in full thereby permitting Comtech and the selling shareholders to sell an additional 660,000 shares and 165,000 shares, respectively. Comtech Group provides customised module design solutions for a diverse set of applications and end markets, serving as a gateway for its technology component suppliers to access leading electronics manufacturers in China.

O’Melveny & Myers has represented UBS as the lead underwriter in Qiao Xing Mobile Communication Co Ltd’s (Qiao Xing) US$160 million initial public offering on the New York Stock Exchange. Qiao Xing offered 13,333,334 shares at US$12 per share, 12,500,000 of which were sold by Qiao Xing and 833,334 of which were sold by selling shareholders. Qiao Xing and the selling shareholders have agreed to sell up to an additional 2,000,000 shares to the underwriters to cover over-allotments, if any. Qiao Xing is one of the leading domestic manufacturers of mobile handsets in China in terms of unit sales and sells its handsets under the CECT brand name.

Orrick, Herrington & Sutcliffe has advised Florens Maritime Limited and its parent company COSCO Pacific Limited (CPL) on a US$500 million financing in Macau. The financing was a club deal involving 17 international and Chinese banks, led by The Bank of Tokyo-Mitsubishi USJ Ltd. The deal was completed in four weeks, and was nearly 60 percent oversubscribed. The transaction was structured, bid, mandated and documented by Florens and CPL and their counsel, Orrick, Herrington & Sutcliffe. COSCO Pacific is one of the largest container terminal operating companies in China and throughout the world, and, through its Florens subsidiary, is also the world’s third largest container leasing company. CPL is listed on the Hong Kong Stock Exchange and is a constituent member of the Hang Seng Index and recipient of numerous awards for corporate governance.

Paul, Hastings, Janofsky & Walker has represented Kingdom Hotel Investments (KHI), a London- and Dubai-listed international hotel and resort investment company in its US$58 million acquisition of the Traders Hotel, a leading hotel in Kunshan, China with 387 rooms. This is KHI’s first acquisition in the important and rapidly growing Chinese hotel market and further expands its portfolio of properties in Asia.

Paul, Weiss, Rifkind, Wharton & Garrison has acted as advisors to Oaktree Capital Management on its acquisition of Fu Sheng Industrial Co Ltd, the world’s largest maker of golf club heads and a leading maker of air compressors, in a deal valued at up to $1 billion, including debt. Oaktree has made the offer through its wholly-owned Taiwanese subsidiary Valiant International Co Ltd. Mr Lee Hou Teng, Founder and Chairman of Fu Sheng, and a number of his family members, who collectively own approximately 46.8 percent of the outstanding shares of Fu Sheng, have agreed to tender their shares to Valiant in the tender offer and reinvest a substantial portion of the net proceeds from such sales in a holding company that will own 100 percent of the equity interest in Valiant. This is the first tender offer by a foreign private equity fund for a leveraged buyout in Taiwan.

Skadden Arps, Slate, Meagher & Flom is representing Titan Petrochemicals Group Limited (a provider of oil and gas transportation, storage and distribution services based in Hong Kong) in the US$175 million investment by Warburg Pincus LLC, a private equity firm, through which Warburg will acquire an approximately 22 percent stake in Titan Petrochemicals and a 49.9 percent stake in Titan’s subsidiary, China StorageCo (an operator of oil and chemical storage facilities in China).

WongPartnership has acted for Asia Mobile Holdings in relation to the US$960 million bridge loan financing. Asia Mobile Holdings is an indirect subsidiary of ST Telemedia and is a joint venture between ST Telemedia and a Qatari telco.

WongPartnership has acted for TFO Investment Pte Ltd in the sale of 112 Robinson Road, a freehold 14-storey office building in Singapore, for a total consideration of US$78.32 million.