|Allen & Gledhill has advised PT Mas Capital Trust (MCT) in respect of its joint venture with Sinomart KTS Development Limited (Sinomart) in relation to PT West Point’s development, construction, management and operation of the oil storage and oil blending complex in West Point Maritime Industrial Park, Janda Berhias Island, Indonesia. MCT and Sinomart will contribute up to US$252.3 million as equity in the joint venture. Partners Oh Hsiu Hau, Hoo Sheau Farn, Tan Wee Meng and William Ong led the transaction.
Allen & Gledhill has also advised LMA International NV (LMA) in respect of its conditional asset purchase agreement with Teleflex Incorporated to sell LMA’s assets for approximately S$343 million. In connection with the proposed disposal, LMA will seek approval for voluntary liquidation and distribution of its available cash to shareholders. Following completion of the proposed disposal, LMA will be delisted from the SGX-ST. Partners Lee Kim Shin and Christopher Ong led the transaction.
Allens has advised ING DIRECT, a wholly owned company by Dutch insurance and banking conglomerate ING Group, in respect of a new A$1 billion (US$1.03b) issue of residential mortgage-backed securities (RMBS) under its RMBS program. Expectations were exceeded for the RMBS deal, with investor demand doubling the size of the subscription. Macquarie and Citi were arrangers to the deal and also acted as joint lead managers, along with ING Bank NV Singapore Branch and NAB. Partner Ian Wallace led the transaction (considered as one of the largest securitisation deals in the Australian market this year.) Linklaters advised on the transaction’s US Dollar-denominated European tranche.
Allens has also advised Woolworths Ltd in respect of a transaction that will see the supermarket giant establish property fund spin-off Shopping Centres Australasia Property Group. The listed real estate investment trust will own a portfolio of 69 shopping centres in Australia and New Zealand, which have been independently valued at approximately A$1.4 billion (US$1.45b). The shopping centres have been developed/redeveloped by Woolworths and have Woolworths as an anchor tenant. The SCA Property Group will be spun-off from Woolworths through the distribution of Stapled Units in SCA Property Group to Woolworths shareholders via an equal capital reduction. The reduction is to be approved at the Woolworths AGM on 22 November 2012. Partner Stuart McCulloch led the transaction.
Appleby has acted as BVI and Cayman counsel for China Fishery Group Ltd in respect of the issuance of US$300 million 9.75 percent fixed rate senior notes due 2019 by its wholly owned Peruvian subsidiary CFG Investment SAC. The notes are listed on the SGX-ST and guaranteed by China Fishery Group Ltd and certain of its wholly owned subsidiaries, which included thirteen BVI companies. The proceeds raised under the issuance of the convertible bonds will be used to fund the expansion of their fishing operations in the North Pacific Ocean. Partner Judy Lee led the transaction. Davis Polk & Wardwell acted for the initial purchaser of the senior notes in respect of the Rule 144A/Regulation S offering by the company. Mayer Brown JSM acted for Citigroup International Ltd, the trustee, and Baker & McKenzie advised CFG Investment SAC as to US and Hong Kong law.
AZB & Partners has advised ICICI Bank Ltd as the lender in respect of providing a term loan facility aggregating to approximately INR2 billion (US$38m) to RAS Infraport Private Ltd for designing, engineering, constructing, equipping, maintaining and operating a deep draughted multipurpose bulk cargo berth at the Kandla Port, Kandla, in the State of Gujarat, India on a build-operate- transfer (BOT) basis. Partner Vineetha MG led the transaction which was completed on 4 October 2012.
Baker & McKenzie is advising ARA Asia Dragon Fund (ADF) and Dynasty Real Estate Investment Trust (Dynasty REIT) in respect of Dynasty REIT’s landmark IPO in Singapore. ADF is the seller of the three commercial properties, located in primary commercial centres in Nanjing, Dalian and Shanghai, that will form the initial portfolio of Dynasty REIT. In addition, the firm is acting as borrower’s counsel to Dynasty REIT on its IPO-related debt financing. Dynasty REIT is the first RMB-denominated equity to be listed on the SGX and also the first to use the RMB/SGD dual currency trading platform. Partner Milton Cheng, assisted by partner Edmond Chan, is leading the transaction.
Baker & McKenzie.Wong & Leow, the member firm of Baker & McKenzie International in Singapore, has advised PT Medco Energi Internasional Tbk in respect of the divestment by PT Medco Downstream Indonesia of a 63.88 percent majority stake in PT Medco Sarana Kalibaru to Puma Energy (Singapore) Pte Ltd, and related joint venture arrangements between shareholders. Puma Energy (Singapore) Pte Ltd, a global mid and downstream energy company, is controlled by the global commodities trading firm Trafigura Group. Partner Jon Worsfold led the transaction.
Clayton Utz has acted for Queensland Treasury Holdings (QTH) in respect of its A$1.5 billion (US$1.55b) sell-down of shares in ASX-listed QR National Ltd. The firm advised on the sell-down, which comprised a A$500 million (US$515.6m) block trade to institutional investors that settled on 11 October 2012, and a A$1 billion (US$1.03b) buy-back by QR National, subject to shareholder approval. Partners Tim Reid and Stuart Byrne led the transaction.
Clifford Chance has advised Hokuetsu Kishu Paper Company Ltd in respect of its purchase of Financiere Bernard Dumas SAS and its subsidiary Bernard Dumas SAS, a French-based paper company specialising in the glass micro-fibre sheet business. Hokuetsu Kishu Paper is one of Japan’s leading papermakers. Partner Miho Mizuguchi led the deal.
Clifford Chance has also advised Krung Thai Bank (KTB) in respect of the financing to Thai AirAsia (TAA) for the purchase of a new A320 aircraft. KTB is the first Thai financial institution to arrange the domestic financing of a large commercial aircraft for a Thai airline. Previously, TAA’s other aircraft were sourced through operating leases arranged by its Malaysian parent company, AirAsia Bhd. Partner Fergus Evans led the transaction.
DLA Piper has advised Super Investment Management Pty Ltd and Retail Employees Superannuation Trust (REST), one of Australia’s largest superannuation funds, in respect of its strategic alliance with Spanish infrastructure developer Cintra in relation to potential toll-road infrastructure investments in Australia. Cintra is a subsidiary of Ferrovial, one of the world’s leading private investors in transportation infrastructure. As part of the alliance, a dedicated project team made up of REST and Cintra representatives will explore opportunities to invest in new toll-road infrastructure projects in Australia. Partner Dr Gerry Bean led the transaction.
Fangda Partners has represented Rockwell Automation Asia Pacific Business Center Pte Ltd and Rockwell Automation Control Solutions (Harbin) Co Ltd in respect of their acquisition of the medium-voltage drive business and related assets from Harbin Jiuzhou Electric Co Ltd, a company listed on the Shenzhen Stock Exchange, and its subsidiary. The deal was closed on 9 October 2012 and the deal amount is approximately RMB535.4 million (US$85.5m). Partner Chuanjie Zhou led the transaction.
Khaitan & Co has advised India Infoline Finance Ltd in respect of its IPO of un-secured redeemable non-convertible debentures (NCDs) amounting to approximately US$ 92.25 million. India Infoline Finance Ltd, formerly known as India Infoline Investment Services Ltd, is a subsidiary of India Infoline Ltd. The company is engaged in mortgage financing, loan against securities, gold loans, margin funding and other consumer financing products. Partner Vibhava Sawant represented the client on the transaction.
Khaitan & Co has also advised Standard Chartered Bank London in respect of the investment made by Crompton Greaves Ltd under the overseas direct investment route, in order to secure €120 million (US$157.3m) term loan facility extended to Crompton Greaves International BV Netherlands towards payment of purchase consideration for acquiring 100 percent equity stake in ZIV Aplicaciones Y Tecnologia SL Spain. Partner Devidas Banerji represented the client on the transaction.
King & Wood Mallesons has acted as Australian counsel for nine joint lead arrangers, including Bank of America and Deutsche Bank, in respect of Algeco Scotsman Group’s US$3.4 billion acquisition and debt financing, which included a US$1.25 billion revolving asset based loan (ABL), one of the largest ABLs to be completed in the Australian market. As part of Algeco’s new long term capital structure, the financiers provided a US$1.25 billion ABL facility and purchased US$1.075 billion 8.5 percent senior secured notes due 2018, €275 million (US$360m) 9 percent senior secured notes due 2018 and US$745 million 10.75 percent senior unsecured notes due 2019. The financing closed on 11 October 2012 and funded Algeco Scotsman’s acquisition of the Australian-based Ausco Modular and NZ-based Portacom businesses. The ABL facility and notes are secured by a security package over the assets of the combined group located in Australia, NZ, US and various other jurisdictions. Partner Richard Hayes led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US and UK counsel. Cahill Gordon & Reindel acted as US counsel for the initial purchasers of the notes. Algeco/Ausco was represented in Australia by Baker & McKenzie and in the US and UK by Simpson Thacher & Bartlett.
King & Wood Mallesons has also advised DBP Group in respect of its A$155 million (US$160m), seven-year bank debt facility, provided by a syndicate of Japanese banks. The funds raised will be used to repay part of the DBP Group’s A$325 million (US$335m) floating rate notes which will mature in April 2013. Partner Nicholas Creed led the transaction.
Morrison & Foerster has advised Japanese wireless carrier Softbank in respect of its acquisition of 70 percent of No. 3 US wireless operator Sprint Nextel for US$20.1 billion. The enterprise value of the transaction is approximately US$45 billion. The transaction is the largest cross-border deal out of Japan in history and one of the largest M&A transactions announced this year. Mizuho Corporate Bank Ltd, Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ Ltd and Deutsche Bank AG Tokyo Branch acted as mandated lead arrangers to SoftBank. Partners Ken Siegel and Robert Townsend led the deal team. Mori Hamada & Matsumoto acted as Japanese counsel, Dow Lohnes PLLC as regulatory counsel, Potter Anderson Corroon as Delaware counsel and Foulston & Siefkin as Kansas counsel. Skadden, Arps, Slate, Meagher and Flom acted as lead counsel to Sprint whilst Lawler, Metzger, Keeney and Logan served as regulatory counsel and Polsinelli Shughart PC served as Kansas counsel.
Rodyk & Davidson has acted for German investment fund Commerz Real Investmentgesellschaft mBH in respect of the sale of its 50 percent stake in CG-78 Shenton Way Singapore Pte Ltd, which owns 78 Shenton Way, to a property fund managed by a Keppel Land unit. The transaction valued 78 Shenton Way at S$608 million (US$499m), or S$1,686 psf (US$1,384), on net lettable area of approximately 360,500 sq ft. Partner Valerie Ong led the team which included partners Melanie Lim and Tan Shi Jie.
Rodyk & Davidson has also acted for Ekuiti Nasional Berhad, a Malaysian government-linked private equity fund management company, in respect of its acquisition through its existing portfolio company Rancak Selera Sdn Bhd (Rancak Selera), of a 100 percent stake in Burger King Singapore Pte Ltd (BKS). The firm also advised on the execution of collaborative master franchise and development agreements relating to the exclusive right to own, develop and franchise Burger King® outlets in Malaysia and Singapore for a period of 20 years. Rancak Selera currently owns and operates 32 Burger King® outlets in Malaysia and, by the completion of the acquisition, will also own and operate the 41 Burger King® outlets in Singapore. Partner Ng Eng Leng, supported by partners Gerald Singham, Yew Woon Chooi and Tan Shijie, led the transaction.
Shook Lin & Bok has acted for the issuer Ezion Holdings Ltd in respect of the issuance of S$125 million (US$102.6m) 7.8 percent subordinated perpetual securities under its S$500 million (US$410.4m) multicurrency debt issuance programme. Australia and New Zealand Banking Group Ltd and DBS Bank Ltd acted as the joint lead managers. Partner Marilyn See led the transaction.
Simpson Thacher & Bartlett’s Hong Kong office represented Swire Properties Ltd and John Swire & Sons (HK) Ltd, as the selling shareholder, in respect of the secondary offerings by John Swire & Sons of shares of Swire Properties with aggregate gross proceeds of US$1.3 billion. The offerings consisted of block trades conducted under Rule 144A and Regulation S under the Securities Act of 1933, as amended. The Hongkong and Shanghai Banking Corporation Ltd, Morgan Stanley & Co International plc, BOCI Asia Ltd and JP Morgan Securities (Asia Pacific) Ltd acted as managers. Leiming Chen and Blake Dunlap led the transaction.
Stamford Law has advised Geo Energy Resources Ltd in respect of its listing on the SGX-ST. The Geo Energy Group is a coal mining group with business operations and coal mining concession in Indonesia. The IPO of shares is expected to raise approximately S$94 million (US$77m). Based on the invitation price of S$32.5 cents (US$26.67), the company’s market capitalisation at listing is expected to be approximately S$376 million (US$308.6m). The listing of the Geo Energy Group also represents the first Indonesian coal mining group to be listed in Singapore since significant changes were made to the Indonesia coal mining regulatory regime in 2009. It will also be the first Indonesian coal mining group to be listed in Singapore since the introduction of rules and regulations pertaining to the listing of mineral, oil and gas companies in Singapore. Partner Ng Joo Khin led the transaction.
Tay & Partners has advised AmPrivate Equity Sdn Bhd in respect of its investment in a manufacturing company established in Malaysia at the acquisition price of RM110 million (US$36m) by way of a leveraged buyout. AmPrivate Equity Sdn Bhd invested in the manufacturing company through an investment arm jointly owned with another financial sponsor. Partner Tay Beng Chai led the transaction.
Weerawong, Chinnavat & Peangpanor has represented VGI Global Media, Thailand’s largest ‘out-of-home’ media company, in respect of its IPO, in addition to advising on the company’s corporate restructuring and share listing on the Stock Exchange of Thailand. The company floated 88 million shares in its THB3 billion (US$100m) IPO. Bualuang Securities acted as underwriter, with TISCO Securities as financial advisor and underwriter for the transaction. The IPO closed on 4 October 2012. Partner Peangpanor Boonkulm led the transaction.
Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised an international financial services group in respect of the Malaysian tax implications for the group and Malaysian parties involved in entering into the ISMA Global Master Repurchase Agreement 2000 in respect of Malaysian Government Securities. Partner Azizul Azmi Adnan, with the support of Lim Tien Sim and Tan Mei Chel, led the transaction.
WongPartnership has acted for Chemoil Energy Ltd in respect of its disposal of 100 percent of all issued and paid-up ordinary shares in the share capital of Chemoil Storage Ltd, which owns Helios Terminal Corporation Pte Ltd, to Oiltanking GmbH, a company incorporated in Germany which provides fuel storage services at its terminal facilities on Jurong Island, Singapore. Partner Dawn Law led the transaction.
WongPartnership has also acted for Australia and New Zealand Banking Group Ltd and DBS Bank Ltd, as joint lead managers and book-runners, in respect of the issue of S$220 million (US$180.6m) 3.08 percent fixed rate notes due 2022 by Starhub Ltd under its S$1 billion (US$821m) multicurrency medium-term note programme. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction.