Deals – 19 December 2013

Allens has also advised Banksia Mortgages Ltd, the responsible entity of the Banksia Mortgage Fund, in respect of the sale of its A$113 million (US$100.7m) loan portfolio to Deutsche Bank. The sale of the portfolio out of the Banksia Mortgage Fund, which is a registered managed investment scheme and contributory mortgage fund, involved many complex issues. Following a competitive auction process and approval by the Supreme Court of Victoria on 6 December 2013, the sale completed late last week. The Banksia Financial Group was a non-bank lender based in Victoria with more than A$800 million (US$712.9m) under management. Its business collapsed in late 2012, and receivers and managers were appointed to two of its subsidiaries, Banksia Securities Ltd and Cherry Fund Ltd. The sale to Deutsche Bank has resulted in a return to retail investors in the Banksia Mortgage Fund of 100 percent of their principal and outstanding interest as at the date of the sale. Partner Clint Hinchen led the transaction.

Appleby has acted as Cayman Islands counsel for U Banquet Holding Ltd in respect of its listing on the HKSE by way of placing on 10 December 2013, with gross proceeds of approximately HK$100 million (US$12.9m). U Banquet will use majority of the net proceeds for opening more restaurants, refurbishing its existing restaurants, and strengthening its marketing efforts and quality control standard. Partner Judy Lee led the transaction whilst TC & Co advised as to Hong Kong law. Pinsent Masons advised the underwriters as to Hong Kong law.

Baker & McKenzie has advised Chongqing Sanfeng Environmental Industry Group Co Ltd in respect of the development of its international waste management business involving the over US$70 million regional municipal waste management facility project in India. Chongqing Sanfeng was founded in 1998 in the PRC, providing the full range of services for waste to energy projects. It owns the largest manufacturing workshop for incineration stokers in the world. Partner Boo Bee Chun piloted the transaction.

Cleary Gottlieb is representing the buyer group, consisting of Dr Wanchun Hou, chairman of the board of directors, and Qiang Li, chief executive officer, in respect of the going-private transaction of Nevada corporation Trunkbow International Holdings Ltd. The agreement was executed and announced on 10 December 2013. The merger will be financed by cash equity financing provided by the buyer group and the rollover of existing equity in the company beneficially owned by the buyer group. Closing is expected around the end of first quarter of 2014, subject to shareholders approval and other customary closing conditions. Trunkbow is a leading provider of technology platform solutions for mobile telecom operators in China. Its common stock has been listed on the Nasdaq since 3 February 2011. Partners Ling Huang and W Clayton Johnson led the transaction.

Clifford Chance has advised Spain’s largest bank, Banco Santander SA (Santander), in respect of its acquisition of an eight percent equity stake in China’s second-largest urban commercial and retail lender, Bank of Shanghai Co, from HSBC Holdings Plc. The transaction, which is subject China Banking Regulatory Commission’s approval, includes the signing of a cooperation agreement between Santander and Bank of Shanghai, and represents a total investment of €470 million (US$645.25m). The transaction is expected to be completed in the first half of 2014, making Santander the second largest shareholder and international strategic partner of the Chinese bank. In 2012, Santander was the first Spanish or Latin American bank to win authorisation to operate in local currency, the renminbi, which allows it to carry out transactions for corporate customers established in China. Partner Emma Davies led the transaction.

Clifford Chance has also advised PSA International in respect of its acquisition of a 49 percent stake in a new container terminal in Lianyungang Port, Jiangsu province, China. A joint venture will be formed between PSA and Lianyungang Port Group to take over a container terminal project from China Shipping Container Lines. PSA is one of the leading global port groups which participate in port projects across Asia, Europe and the Americas. The container terminal marks PSA’s first major foray into the Yangtze River Delta region, one of the most important economic regions in China linking many key cities. The terminal is poised to support the container trade from the hinterlands of Shandong and Jiangsu, China’s second and third largest economic provinces, respectively. Partner Terence Foo led the transaction.

Davis Polk has advised China Cinda Asset Management Co Ltd in respect of its IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. Gross proceeds amounted to approximately HK$19 billion (US$2.45b) prior to any exercise of the over-allotment option. This tops Sinopec Engineering (Group) Co Ltd’s US$1.8 billion listing in May to become the largest offering in Hong Kong this year. The Hong Kong offering was over-subscribed for 160.14 times, hence triggering a full clawback from international offering to Hong Kong offering in favor of retail investors. Beijing-based China Cinda is a leading asset management company in the PRC. It is the first financial asset management company approved for establishment by the State Council. China Cinda is the first among the four state-owned asset management companies in China to launch an IPO. Partners Bonnie Y Chan, Antony Dapiran and Li He led the transaction whilst Haiwen & Partners advised as to PRC law. The underwriting syndicate was advised by Freshfields Bruckhaus Deringer as to US and Hong Kong laws and by King & Wood Mallesons as to PRC law.

Davis Polk is also advising Citigroup Global Markets India Private Ltd as financial adviser to Wyeth Ltd in respect of its merger with and into Pfizer Ltd. Wyeth Ltd shareholders will receive seven Pfizer Ltd shares for every 10 shares held. The transaction is expected to close in 2014, subject to certain conditions. Mumbai-based Wyeth is a biopharmaceutical company engaged in the manufacturing, marketing, trading and export of pharmaceutical products. Pfizer Ltd, also headquartered in Mumbai, is the Indian unit of Pfizer Inc, one of the world’s largest pharmaceutical companies. Partner Kirtee Kapoor led the transaction.

Deacons is advising the joint sponsors and underwriters as to Hong Kong law in respect of the spin-off and Main Board IPO of Kerry Logistics Network Ltd which is expected to raise up to approximately HK$2.2 billion (US$283.76m), subject to the exercise of over-allotment option. Kerry Logistics, a wholly-owned subsidiary of Kerry Properties Ltd, is principally engaged in the integrated logistics and international freight forwarding businesses. The joint sponsors are BOCI Asia Ltd (BOCI), Citigroup Global Markets Asia Ltd (Citi), HSBC Corporate Finance (Hong Kong) Ltd and Morgan Stanley Asia Ltd (Morgan Stanley). The joint global coordinators, joint lead managers and joint bookrunnders include BOCI, Citi, The Hongkong and Shanghai Banking Corporation Ltd and Morgan Stanley. CIMB Securities Ltd is also one of the joint book-runners. DBS Asia Capital Ltd and Mizuho Securities Asia Ltd are also joint lead managers. Kerry Logistics is expected to be listed on the HKSE on 19 December 2013. Partners Rhoda Yung and Ronny Chow are leading the transaction whilst Freshfields Bruckhaus Deringer is advising the underwriters as to US law. Davis Polk & Wardwell is advising Kerry Logistics Network as to Hong Kong and US laws.

Dentons has advised Phoenix Healthcare Group Co Ltd as issuer in respect of its IPO and listing on the HKSE. The transaction marks the first privately-run Chinese hospital management company to be listed in Hong Kong. The transaction involved close collaboration with Goldman Sachs and Deutsche Bank. Partner Gordon Ng led the transaction.

Duane Morris & Selvam has acted as international counsel to Alstom T&D India Ltd in respect of its INR2.94 billion (US$47.6m) offering of its equity shares in an institutional placement programme (IPP) to qualified institutional buyers in India and outside India and the US pursuant to Regulation S under the US Securities Act of 1933. Alstom T&D India, a market leader in the Indian power transmission sector, is a subsidiary of French firm Alstom. ICICI Securities Ltd acted as the book-running lead manager for the offering. Jamie Benson led the transaction whilst Amarchand & Mangaldas & Suresh A Shroff & Co acted as Indian counsel.

Gide has advised European vehicle manufacturer Renault in respect of its joint venture with Dongfeng Motor Corporation, China’s second-largest vehicle manufacturer. Based in Wuhan, Hebei Province, where Dongfeng’s head office is located, the JV will see Renault invest RMB11 billion (US$1.8b). Production is scheduled to commence in 2014 and will have an initial annual output capacity of 150,000 cars and engines. Partners Stephane Vernay and Thomas Urlacher led the transaction.

Hogan Lovells has advised UBS AG Hong Kong Branch, Haitong International Securities Company Ltd and ABCI Capital Ltd in respect of the US$199 million IPO on the HKSE and Rule 144A placing of Times Property Holdings Ltd, one of the leading property developers in Guangdong, China. Partner Terence Lau, supported by partner Thomas Tarala, led the transaction.

Hogan Lovells has also advised UBS AG Hong Kong Branch as underwriter in respect of the rights issue of approximately 7.57 billion shares on the basis of two rights shares for every five existing shares held by shareholders in G-Resources Group Ltd, a mining exploration and production company listed on the HKSE. Partner Terence Lau, supported by partner Thomas Tarala, also led the transaction which was valued at US$156 million.

Khaitan & Co has advised Tech Mahindra Ltd India and Mahindra Engineering Services Ltd (MES) in respect of the proposed amalgamation of MES with Tech Mahindra pursuant to a scheme of amalgamation and arrangement under sections 391 to 394 and sections 78, 100 to 104 of the Companies Act 1956. Tech Mahindra is a US$2.6 billion company engaged in providing information technology and information technology-enabled services. It also provides engineering services to customers across the aerospace, automotive and telecom sectors. MES is a global engineering consultant and service provider catering to the automotive, aerospace, defense and manufacturing industries. Partners Vaishali Sharma and Avaantika Kakkar led the transaction.

Khaitan & Co has also advised YES Bank Ltd in respect of the US$52 million rupee loan facility provided to Jaypee Healthcare Ltd for part-financing the development costs of a 504 bed multi-specialty tertiary care hospital in Noida. Yes Bank is India’s fourth largest private sector bank. Partner Shishir Mehta led the transaction.

Kirkland & Ellis has acted as Hong Kong and US counsel for Qinhuangdao Port Co Ltd, one of the world’s largest independent port operators for major dry bulk cargo, in respect of its IPO on the HKSE. The transaction, valued at approximately US$560 million, was underwritten by Citigroup, CICC, HSBC, UBS, JP Morgan, China Merchant Securities and BOCOM International. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su and Stephanie Lau led the transaction.

Kirkland & Ellis has also acted as Hong Kong counsel for Citigroup Global Markets Asia Ltd as the sole sponsor in respect of the listing by introduction on the HKSE of 5.7 billion shares of Xinyi Solar Holdings Ltd, a China-based solar glass manufacturer, in a spinoff from its parent company Xinyi Glass Holdings Ltd. The parent company, through its subsidiaries, will continue to be the largest shareholder of Xinyi Solar Holdings Ltd after the completion of the listing. Partners Dominic Tsun, Li-Chien Wong and Stephanie Lau led the transaction.

Maples and Calder has acted as Cayman Islands legal counsel to China Merchants Land Ltd in respect of its issuance of US$500 million 4.021 percent credit enhanced bonds due 2018. The bonds will be listed on the HKSE. The China Merchants group’s principal business portfolio comprises the developments of residential properties, retail shops, offices and serviced apartments in the PRC. Partner Christine Chang led the transaction whilst Freshfields Bruckhaus Deringer acted as English counsel. Clifford Chance acted as English counsel to the joint lead managers, composed of Industrial and Commercial Bank of China, BofA Merrill Lynch, DBS Bank Ltd, Barclays, CCB International Capital, China Merchants Securities (HK), ING, JP Morgan and UBS.

Maples and Calder has also acted as Cayman Islands counsel for Jintian Pharmaceutical Group Ltd, one of the leading pharmaceutical retailers and distributors in Northeast China, in respect of its approximately HK$1.44 billion (US$185.75m) IPO and listing of 500 million shares on the HKSE. Jintian plans to use majority of the proceeds for funding its organic growth, including establishing new pharmacies and upgrading existing and establishing additional logistics centres, as well as for expansion. Partner Greg Knowles led the transaction whilst Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel. Clifford Chance acted as Hong Kong and US counsel to the sole sponsor and the underwriters.

Minter Ellison has advised Indigenous Business Australia (IBA) in respect of the establishment of the Indigenous Real Estate Investment Trust (I-REIT), an innovative product that offers indigenous organisations access to a diversified commercial property portfolio with long-term stable financial returns. The I-REIT will be seeded with an initial portfolio of commercial properties in which IBA and its indigenous co-investors currently hold interests. Over time, IBA and its co-investors will seek to grow the portfolio through acquisitions of quality assets in regional locations that meet the fund’s investment guidelines. Partner Stuart Johnson led the transaction.

Minter Ellison is also advising Insurance Australia Group Ltd (IAG) in respect of the acquisition of the Australian and New Zealand insurance underwriting businesses of Wesfarmers Ltd. The transaction will see IAG acquire the WFI, Lumley and Affinity & Direct insurance businesses in Australia, and the Lumley business in New Zealand. Wesfarmers’ insurance broking businesses are not included in the transaction. The acquisition is expected to deliver significant long term value for IAG shareholders and unlock further growth potential for IAG’s businesses in Australia and New Zealand. It will be funded through a combination of ordinary equity, subordinated debt and internal funds. The transaction, which is subject to necessary regulatory approvals, is expected to be completed in the second quarter of 2014. Partners James Philips, Mark Standen and Christopher Brown are leading the transaction whilst Webb Henderson acted as New Zealand counsel. Herbert Smith Freehills and Russell McVeagh are acting as Australia and New Zealand counsel, respectively, for Wesfarmers.

Rajah & Tann has advised DBS Bank Ltd and Standard Chartered Bank as the joint lead managers in respect of an auto loan and finance lease receivables securitisation originated by BMW Financial Services Korea Co Ltd. The transaction is a typical Korean cross border securitisation structure but it is the first time that the ultimate purchaser and issuer of the notes is incorporated in Singapore, with the notes listed on the SGX-ST and considered as qualifying debt securities under the Singapore Income Tax Act. The Monetary Authority of Singapore approved the notes issuer under its Tax Incentive Scheme for Approved Special Purpose Vehicle, a first time in Singapore for such a transaction. Partners Abdul Jabbar bin Karan Din and Lee Xin Mei led the transaction which was completed on 10 December 2013 and valued at US$250 million. Jones Day acted as instructing counsel whilst Shin & Kim acted as Korean counsel.

Reed Smith has advised African Bank Investments Ltd (ABIL) on New York and English law, as well as on German, Hong Kong and UAE securities law issues, in respect of its rights offer which completed on 9 December 2013. The offer was opened on 18 November 2013 and raised the entire R5.48 billion (US$530m) from ABIL’s shareholders. The transaction was oversubscribed by 64 percent and was fully underwritten by Goldman Sachs International. The transaction is one of the biggest African cross-border equity capital markets transactions this year and one of the largest rights offerings by a financial institution in South Africa. Partners Tamara Box and William Haddad led the transaction whilst Prinsloo, Tindle & Andropoulos advised on South African law. Norton Rose Fulbright acted as UK and South Africa counsel for Goldman Sachs.

Reed Smith has also advised Sovereign Capital Partners LLP in respect of the sale of City & County Healthcare Group (C&C) to Graphite Capital Management LLP. The sale was run as a dual-track auction and IPO process, including a formal auction with invitations to selected bidders. Sovereign first acquired C&C in 2009. Since then, C&C has extended its services to include children and adults with learning disabilities, expanding from 13 branches to 64, and is now Britain’s fourth largest domiciliary care provider. Partner Perry Yam led the transaction.

Ropes & Gray, with Japanese counsel Mori Hamada, is representing Bain Capital in respect of its approximately ¥51.4 billion (U$500.28m) leveraged tender offer for all of the outstanding shares of Macromill Inc. Macromill is a leading provider of internet research services in Japan and is listed on section I of the Tokyo Stock Exchange. This transaction follows the exit of Suntelephone and Domino’s Pizza Japan. Partner Tsuyoshi Imai is leading the transaction. Anderson Mori and Nagashima Ohno & Tsunematsu are representing the lenders, TMI Associates the target, and Nishimura & Asahi, a selling shareholder.

Shearman & Sterling has advised the lenders, namely Malayan Banking Berhad, EXIM Bank of Malaysia, CIMB Bank, Citibank and RHB Bank, in respect of a US$730 million financing in favour of PT Lestari Banten Energi for the design, engineering, construction and operation of the 660 MW coal-fired IPP in Banten, West Java, Indonesia. Genting Power Holdings Ltd is the sponsor of the project. This is the first IPP in Indonesia financed in the international debt markets without any government support for the state electricity utility PT PLN’s obligations under the Power Purchase Agreement. Partners Bill McCormack and Sanja (Sonny) Udovicic led the transaction which closed on 6 December 2013.

Shook Lin & Bok has acted for UBS AG Singapore Branch, the financial adviser to Fortune Domain Ltd, in respect of the voluntary delisting of Synear Food Holdings Ltd from the SGX-ST and the exit offer by Fortune to acquire all the issued ordinary shares in Synear’s capital, other than those already held, directly or indirectly, by Fortune at the date of the exit offer. Synear is one of the largest quick-freeze food manufacturers based in China. The exit offer is valued at approximately S$127.5 million (US$101.3m). Partner Ho Ying Ming led the transaction.

Sidley Austin has acted as US counsel to Xinyuan Real Estate Co Ltd in respect of the issuance of its US$200 million 13 percent senior notes due 2019. NYSE-listed Xinyuan is a major real estate developer with a primary focus on residential properties in China and the US. The notes included high yield covenants and the offering was made pursuant to Regulation S. Xinyuan intends to use the proceeds to repay existing debts, invest in real estate projects in the PRC and the US and for general corporate purposes. Partner Matthew Sheridan led the transaction.

Sidley Austin has also advised CSSC Capital 2013 Ltd, an offshore special purpose vehicle of China State Shipbuilding Corporation (CSSC), in respect of its offering under Regulation S of US$800 million 2.75 percent credit enhanced bonds due 2016. The bonds will be supported by a keepwell deed provided by CSSC and an irrevocable standby letter of credit provided by China Construction Bank Corporation Hong Kong Branch. CSSC is a Chinese state-owned enterprise with a primary focus on shipbuilding, ship repair and related engineering businesses. Partner Huanting Timothy Li led the transaction.

Skadden has advised DBS Bank Ltd, Deutsche Bank Singapore, Goldman Sachs (Asia) LLC and Standard Chartered Bank as underwriters in respect of a US$350 million Rule 144A and Regulation S high-yield offering of nine percent senior secured guaranteed notes due 2018 by Pacnet Ltd (Hong Kong/Singapore), a provider of managed data connectivity solutions in the Asia-Pacific region. In connection with the transaction, Pacnet also amended its US$50 million term loan facility and bank guarantee facility, which share security with the notes, and will redeem its 9.25 percent senior secured guaranteed notes due 2015. Partners Alec Tracy and Clive Rough led the transaction.

Troutman Sanders has represented YuanShengTai Dairy Farm Ltd (YST), a leading dairy farming company in China, in respect of its US$422 million IPO on the HKSE with a Rule 144A/Regulation S placement to global investors. YST’s four dairy farms in Heilongjiang and Jilin raised 37,000 dairy cows and produced approximately 460 tonnes of raw milk per day as of 31 December 2012. The capital raised will be used to build five new dairy farms and as working capital. The underwriters were Credit Suisse (Hong Kong) Ltd, Macquarie Capital Securities Ltd and China Securities (International) Corporate Finance Company Ltd. Partner Allen Shyu led the transaction.

Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has acted for JAB Capital Berhad in respect of the sale of its entire 40 percent stake in Generali Asia NV to Participatie Maatschappij Graafschap Holland NV (PMGH) for €40 million (US$55m). JAB, a part of the Kuok group of companies in Malaysia, is an investment holding company engaged in takaful insurance, reinsurance, insurance and reinsurance broking and credit leasing. Both PMGH and Generali are incorporated in the Netherlands and engaged in the business of insurance. Generali is the holding company of several insurance companies in Asia. Partner Andre Gan led the transaction, assisted by partner Jeroen Hoekstra of Baker & McKenzie Amsterdam NV. Norton Rose Fulbright acted for Participatie Maatschappij Graafschap Holland.

WongPartnership is acting for United International Securities in respect of its members’ voluntary liquidation. Partners Ng Wai King, Tay Liam Kheng, Chua Sui Tong, Joy Tan and Adeline Ong led the transaction.

WongPartnership has also acted for DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd as the joint lead managers in respect of Sembcorp Financial Services Pte Ltd’s issue of S$200 million (US$159m) 3.64 percent fixed rate notes due 2024 under its S$2 billion (US$1.59b) multi-currency debt issuance programme. Partners Colin Ong and Trevor Chuan led the transaction.