Deals – 17 May 2012

Allen & Gledhill has also acted as Singapore law counsel for Singapore Telecommunications Ltd (SingTel) and its wholly-owned subsidiary SingTel Group Treasury Pte Ltd (SGT) in respect of SGT’s issue of ¥10 billion (US$124.5m) fixed rate notes due 2018; US$200 million floating rate notes due 2018; and HK$830 million (US$106.8m) fixed rate notes due 2017 under SGT’s existing S$10 billion (US$7.9b) guaranteed Euro medium term note programme. The notes are unconditionally and irrevocably guaranteed by SingTel. Partners Yeo Wico and Sunit Chhabra led the transaction.

Allens has advised a consortium, including the Ontario Teachers’ Pension Plan Board, Hastings Managed Infrastructure Funds Utilities Trust of Australia and The Infrastructure Fund, in respect of a binding offer to refinance the Sydney Desalination Plant for A$2.3 billion (US$2.28b). Located in Kurnell, the plant is the largest desalination plant operating in Australia and is fully powered by renewable energy. It has a maximum capacity of 250 million litres a day. The deal, which was signed on 11 May 2012, involves a long-term lease of the desalination plant, pipeline and site, and a 50-year water supply agreement with Sydney Water Corporation. Partners Robert Clarke and Simon Lynch led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co, together with Noerr LLP, has represented PRC incorporated Xuzhou Construction Machinery Group Co Ltd (XCMG) in respect of its acquisition of a majority stake in Schwing GmbH, a company incorporated in Germany and engaged in the manufacture of construction related heavy machinery. The assets and business operations of Schwing GmbH are held by its subsidiaries across the globe, including Schwing-Stetter (India) Pvt Ltd (Schwing India), which holds the assets and business activities in India. XCMG indirectly acquired Schwing India, along with the other global subsidiaries, by acquiring the majority stake in Schwing GmbH. The transaction closed on 31 March 2012.

Amarchand & Mangaldas & Suresh A Shroff Co, along with Shuttleworth Ingersoll, has also advised Delaware corporation HawkeyePedershaab (Hawkeye), representing KHKI Acquisition Inc (KHKI), in respect of KHKI’s joint venture with Apollo Infratech Private Ltd (Apollo). Hawkeye has entered into a 50:50 joint venture with Apollo for engaging in manufacturing and selling certain Hawkeye products and component parts, under a license agreement from Hawkeye, to customers of Hawkeye in India; purchasing from Hawkeye and selling to Hawkeye’s customers in India certain products and spare parts; and providing specified technical service and support to Hawkeye customers in India. Partner Pankaj Agarwal led the transaction which closed on 1 April 2012. Tapan Shah, Shah & Shah Associates acted for Apollo.

Baker & McKenzie has advised Macquarie Capital as underwriter in respect of Ainsworth Technology Ltd’s A$44 million (US$43.6m) fully-underwritten share placement. Partner Craig Andrade led the transaction. Addisons acted for the issuer.

Baker & McKenzie has also advised Harbour City Ferries and its two joint venture partners, Veolia Transport and Transfield Services, in respect of their bid for the contracting out of the operation of the Sydney Ferries business. The New South Wales government announced the process of privatising Sydney Ferries in early 2011. Transfield and Veolia plan to start operating the services before the end of this year. Partner David Egan led the transaction. Minter Ellison acted for the Department of Transport.

Baker & McKenzie.Wong & Leow has represented Master Marine AS in respect of the lifting of an injunction obtained by Labroy Offshore Ltd against Master Marine from calling on refund guarantees issued by three major Singapore banks in connection with a rig building contract. The Court of Appeal rendered judgment in favour of Master Marine, setting aside the injunction ordered by the High Court restraining the banks involved from making payments to Master Marine. The decision paved the way for Master Marine to be paid close to €94 million (US$119.6m) under the refund guarantees. Partner Chan Leng Sun, SC led the transaction.

Clayton Utz has advised ASX-listed data centre services provider NEXTDC in respect of the completion of a fully underwritten placement of A$41.39 million (US$41m), announced to the market on 20 April 2012, and a share purchase plan offer to existing shareholders which closes on 16 May 2012. The non-underwritten share purchase plan is aiming to raise a further A$10 million (US$9.9m) from existing NEXTDC shareholders. Partner Tony Lalor led the transaction.

Clayton Utz has also acted for NYSE-listed Clarcor Incorporated in respect of its acquisition of 100 percent of the shares of Perth-based Modular Engineering Company Pty Ltd. Modular has been a long-time supplier to Clarcor’s PECOFacet division, which is included within Clarcor’s industrial/environmental filtration segment. Pursuant to the terms of the acquisition, Modular’s former owners will remain with the business following completion of the acquisition. Partner Mark Paganin led the transaction.

Clifford Chance has advised a consortium of investors, including Credit Suisse, New World, Baosteel and CCB International, in respect of their US$151 million investment in ChongHou Energy Resources Ltd, the holding company of Qipanjing Mining Company Ltd which owns and operates a number of coking coal mines in Inner Mongolia. The deal represents one of the largest investments in the mining sector in China this past year. Partner Terence Foo led the transaction.

Duane Morris & Selvam has advised Global Premium Hotels Ltd in respect of its listing on the SGX on 26 April 2012. Global Premium Hotels Ltd operates one of Singapore’s largest chains of hotels with 23 hotels; 22 of the hotels are operated under the “Fragrance” brand and one hotel under the “Parc Sovereign” brand. The transaction, which involved an offering of 450 million new shares and raised approximately S$112.1 million (US$88.4m) of net proceeds, is part of a restructuring exercise to spin-off and separately list the hotel business of SGX-listed Fragrance Group Ltd under its subsidiary, Global Premium Hotels Ltd. Director Lo Kim Seng led the transaction.

Freshfields Bruckhaus Deringer has advised HSBC as the sole underwriter in respect of the rights issue by HKSE listed The United Laboratories International Holdings Ltd (United Laboratories) which raised HK$719.1 million (US$92.4m). The proceeds will be used by United Laboratories to fund the expansion of its production capacity of 6-APA, being one of the intermediary products manufactured by United Laboratories and its subsidiaries, and its production plant in Inner Mongolia . Partners Calvin Lai and Grace Huang led the transaction.

Gilbert + Tobin has advised the Charter Hall Independent Directors Committee in respect of the A$1.74 billion (US$1.72b) acquisition of Charter Hall Office REIT (CQO) via a Court sanctioned and member approved scheme. The bidders were a consortium comprising of an affiliate of Singapore Government’s GIC fund, the Canadian pension fund, the Public Sector Pension Investment Board and a member of the Charter Hall Group. The transaction required the completion of the disposal of CQO’s US assets prior to implementation and development of an effective means to enable the retention of some sales proceeds from the sale of US assets to meet potential contingent liabilities and costs and their subsequent distribution to eligible unit holders. Partners Tony Bancroft and David Clee led the transaction.

Harry Elias Partnership has acted for SEB Investment GMBH, a specialist investment house in Germany for managed securities and real estate investment funds, in respect of the disposal of the entire issued share capital of Ubitech Hub Pte Ltd, a special purpose vehicle that owned Starhub Green Building, a 7-storey high-tech multiple-user light industrial development. The property was acquired by Blackstone Group, an American-based alternative asset management and financial services company specializing in private equity, for US$210 million. Partners Claudia Teo, Pauline Lee, Khaw Gim Hong and Douglas Koh acted in the transaction.

Herbert Smith has advised The Hongkong and Shanghai Banking Corporation Ltd, Mitsubishi UFJ Securities International plc and Standard Chartered Bank as the joint lead managers in respect of the establishment by Indonesia Eximbank of a US$1.5 billion Euro medium term note programme and the first issue of US$500 million 3.75 percent notes due 2017 issued under such programme. The programme marks the first ever Regulation S EMTN programme established in Indonesia and the first issue was the first tap by Indonesia Eximbank of the international debt capital markets. Partner Philip Lee led the transaction. The firm’s associate, Hiswara Bunjamin & Tandjung, led by Ibnu Fajar Ramadhan, advised Indonesia Eximbank on the Indonesian law aspects of this transaction.

J Sagar Associates has advised APG Strategic Real Estate Pool NV (APG Real Estate), an entity floated by a Dutch pension fund manager APG, in respect of its acquisition of an (approx) 49 percent stake in Lemon Tree Group companies, a Delhi based mid market hotel group operating under brands such as “Lemon Tree Hotels” and “Lemon Tree Premier”. APG Real Estate has picked up an (approx) 5 percent stake in Lemon Tree Hotels Private Ltd, the flagship entity, and the balance in a joint venture company, Fleur Hotels Private Ltd, for approximately INR650 crores (US$119.6m). Partner Rupinder Malik led the transaction.

Khaitan & Co has acted for Nuclear Power Corporation of India Ltd (NPCIL) in respect of its external commercial borrowing aggregating US$250 million from State Bank of India Singapore Branch for meeting the project finance cost of undertaking the construction of nuclear power plants at various sites in India, including the procurement of equipment for projects from India and abroad. NPCIL is a public sector enterprise under the administrative control of the Department of Atomic Energy (DAE), Government of India. Partner Upendra Joshi advised on the transaction.

Khaitan & Co has also advised CA Media in respect of its acquisition of a 49 percent stake in Endemol India Private Ltd. CA Media is a Hong Kong based investment arm of The Chernin Group, aimed at building, managing and operating entertainment and technology businesses in Asia with particular initial focus on India, China and Indonesia. Partners Anand Mehta and Rabindra Jhunjhunwala advised on the transaction.

King & Wood Mallesons has advised NAB in respect of its tier 2 subordinated notes offer to raise approximately A$500 million (US$495m), with the ability to raise more or less. Partners Anne-Marie Neagle and Diana Nicholson led the transaction which represents NAB’s first domestic retail offering since 1999.

Minter Ellison has advised Redcape Property Fund in respect of the acquisition of 100 percent of its securities by a consortium of hedge funds, comprising Goldman Sachs Asia, Varde and New York-based York Capital. Redcape has also been recapitalised with new debt facilities. Redcape is a A$750million (US$743.5m) ASX-listed property group that invests in the Australian hotel freehold market and leases its hotels to tenants on a long-term basis. Redcape will now be de-listed. Angella Bregovac, David Low and Liz Von Muenster comprised the advisory team. Ben Mahoney (ABL) acted for the acquiring consortium.

O’Melveny & Myers has represented News Corp in respect of securing a 19.9 percent minority stake in Bona Film Group Ltd, a film distributor and vertically integrated film company in China. News Corp acquired the shares directly from Dong Yu, Bona Film’s founder, chairman and CEO. Yu has entered into separate agreements to acquire one million Bona ordinary shares each from SIG China Investments One Ltd and from Matrix Partners China Funds and 1.5 million Bona ordinary shares from the Sequoia Funds at an average price of US$11.40 per share, or US$5.70 per American Depositary Share. Following the close of these transactions, Yu’s ownership will be reduced to approximately 27 percent of the company’s ordinary shares outstanding. These transactions are expected to close in the next 15 days and are subject to customary closing conditions.

Rodyk has acted for HSBC Institutional Trust Services (Singapore) Ltd, as the trustee of CapitaMall Trust (CMT), in respect of the update by CMT MTN Pte Ltd (a CMT subsidiary) of its US$2 billion Euro-medium term note programme and the issuance of US$400 million 3.731percent fixed rate notes due 2018. The deal represents one of the largest note issues by a Singapore listed REIT in 2012. Partner Nicholas Chong led the transaction.

Shook Lin & Bok has acted for Xinren Aluminum Holdings Ltd in respect of its sale and purchase agreement with Wealth Checker Ltd to exercise a conditional call option and acquired 2,100 ordinary shares in the capital of China Leading International Group Ltd (CLI) for approximately RMB1.89 billion (US$300m). Partner Wong Gang led the transaction.

Sullivan & Cromwell is representing PlainsCapital Corporation (US) in respect of its merger with Hilltop Holdings Inc (US), announced on 9 May 2012. The firm’s advisory team includes partners Mitchell Eitel and Ronald Creamer Jr and senior chairman H Rodgin Cohen.

White & Case has advised Industrial and Commercial Bank of China in respect of its acquisition of an 80 percent interest in The Bank of East Asia (USA) National Association (BEA-USA), a wholly-owned subsidiary of The Bank of East Asia Ltd. The firm also advised Bank of China on its application to set up an additional branch in Chicago. The Federal Reserve approved both applications on 9 May 2012, alongside a third application allowing Agricultural Bank of China to establish its initial branch in New York.

WongPartnership has acted for Singapore-Sichuan Investment Holdings Pte Ltd, the Singapore consortium which consists of Semcorp Industrial Parks and certain subsidiaries of Temasek Holdings (Private) Ltd, in respect of a joint venture agreement with Chengdu Hi-tech Investment Group Co Ltd, which represents the Chengdu government, to co-develop the Singapore-Sichuan Hi-tech Innovation Park, a 1,000 hectare mixed-use work-live development in Chengdu’s Tianfu New City central business district, a newly established national-level economic development zone in the PRC. Partners Joseph He, Miao Miao, Mark Choy and Kenneth Leong acted on the matter.

WongPartnership has also acted for Heliconia Capital Management Pte Ltd, a subsidiary of Temasek Holdings Ltd, in respect of the establishment of the SME Co-Investment Fund LP which seeks to invest in small-medium enterprises headquartered, or with significant businesses, in Singapore. Partners Low Kah Keong and Charlotte Sin acted on the matter.