Deals – 19 March 2010

Allen & Gledhill LLP has also advised in respect of Perennial Real Estate Pte Ltd’s acquisition of Katong Mall and the funding thereof, the latter through the issuance of S$154 million (US$110.4m) junior bonds by PRE 1 Investments Pte Ltd (PRE 1) via a securitisation structure and a S$213 million (US$152.7m) bank facility. Katong Mall, Singapore’s popular four-storey shopping complex, will undergo a major asset enhancement initiative which will be funded by the bank facility. Advising PRE 1 as borrower under the bank facility and on the issue of the junior bonds and preference shares are partners Jerry Koh and Chua Bor Jern. Advising DBS Bank Ltd and United Overseas Bank Limited as the lenders under the bank facility are partners Mark Hudspeth and Chew Mei Choo. Advising British and Malayan Trustees Limited (junior bonds trustee), The Bank of New York Mellon (paying agent) and United Overseas Bank Limited (arranger and lead manager of the junior bonds) are partners Margaret Chin and Magdalene Leong.

AZB & Partners is advising Thermax Limited (Thermax) in respect of its proposal to set up a joint venture company in India with Babcock & Wilcox Power Generation Group Inc (B&W). Under the proposal, Thermax will hold 51 percent whilst B&W will hold 49 percent of the equity share capital of the JV Co. The business of the JV Co includes engineering, manufacturing and supplying subcritical boilers over 300 MW in size and supercritical boilers for the Indian power sector. The deal, approximately valued at US$75 million in equity and another US$75 million in debt, was signed on 10 March 2010 and has a tentative completion date of May or June 2010. Partner Alka Nalavadi led the firm’s advisory team.

AZB & Partners is also advising Washington-based International Finance Corporation (IFC) in several transactions. IFC is a World Bank Group member which promotes sustainable private sector investment in developing countries as a way to reduce poverty and improve people’s lives. The deals, which are all led by partner Gautam Saha, are:
• The acquisition of a 14.15 percent stake in Utkarsh Micro Finance Pvt Ltd, a non-banking finance company registered with the Reserve Bank of India. The deal, which is approximately valued at INR14 million (US$308,201), was signed on 19 February 2010 and is still ongoing.
• The provision to Sapphire Industrial Infrastructures Private Limited, a wholly owned Special Purpose Vehicle of Moser Baer Clean Energy Limited, of approximately INR188 million (US$4m) through external commercial borrowings convertible to a grant. The funds will be used to finance the construction, equipping and setting into operation of the 5MW photovoltaic electricity generating plant at Sivaganga in Tamil Nadu for supplying power to the Tamil Nadu Electricity Board.
• The provision through external commercial borrowings of a term loan of INR800 million (US$17.5m) to Kanoria Chemicals and Industries Limited, India’s leading manufacturer of chemical intermediates,.

In addition, AZB & Partners is advising Janalakshmi Financial Services Private Limited, LOK Capital LLC, Bellwether Microfinance Fund Private Limited, Michael & Susan Dell Foundation, Janalakshmi Social Services, Ramesh Ramanathan, Tree Line Asia Master Fund (Singapore) PTE Ltd, Narayan Ramachandran, Badri Pilinja and Raghu Srinivasan in respect of the subscription to equity shares aggregating to 23 percent of the paid up equity share capital of Janalakshmi Financial Services Private Limited, a financial institution servicing the microfinance needs of the urban poor in India. The deal is valued at approximately INR460 million (US$10m). Partner Srinath Dasari leads the firm’s advisory team.

Finally, AZB & Partners is advising The MobileStore Services Private Limited (MobileStore) in respect of the collective subscription of 12 percent of MobileStore’s share capital for approximately INR960 million (US$21m) by Tara India Fund III Domestic Trust, Tara India Fund III Trust, and Tara India Holdings A Limited. The transaction was completed on 3 March 2010. Partner Shameek Chaudhuri led the firm’s advisory team.

Blake Dawson has advised ASX-listed petroleum producer Molopo Energy Limited (Molopo) in respect of its A$60 million (US$55m) capital raising. The raising, which comprised a 1-for-7 accelerated renounceable entitlement offer to raise approximately A$28.5 million (US$26m) and an institutional placement to raise approximately A$31.5 million (US$28.8m), is fully underwritten by Credit Suisse (Australia) Limited. Molopo will use the proceeds to accelerate its exploration and development program, with a focus on its Canadian oil projects. Melbourne-based Molopo is focused on the exploration, appraisal, development and production of coalbed methane (CBM) and other on-share petroleum projects. It has interests in projects in Queensland, Canada and South Africa. Corporate partner Elspeth Arnold led the firm’s advisory team.

Clayton Utz and Mallesons Stephen Jaques have advised in respect of the internalisation initiative and A$375 million (US$345m) refinancing of Southern Cross Media Group’s (SCMG) business level debt facility. SGMC, formerly the Macquarie Media Group, is one of Australia’s major media companies, and the transactions were complicated by the company’s need to restructure many facets of its business at one time. The capital raising structure, a single bookbuild accelerated pro-rata renounceable entitlement offer, represented the first time this new structure had been used by a stapled vehicle. The corporatisation involves a unique corporate restructure, including the destapling of the SCMG entities and restructure of those entities under a single Australian company using a Bermudan scheme of arrangement and Australian trust scheme. Clayton Utz partners Karen Evans-Cullen, Toby Ryston-Pratt, Stuart Byrne, Geoff Geha and Alex Schlosser led the firm’s team in advising SCMG, whilst Mallesons Stephen Jaques advised National Australia Bank, ANZ, BOS International, WestLB, GE Capital and Macquarie Bank as lenders in the refinancing. The firm also acted for Macquarie Capital Group on the internalisation and subsequent corporatisation of SCMG. Partners Alex Regan, Susan Hiliard and Greg Golding led the Mallesons’ team.

Clifford Chance has advised YTL Corporation Berhad (YTL), one of Malaysia’s largest infrastructure conglomerates, on the acquisition of Niseko Village in Hokkaido, Japan. Niseko Village’s assets include 462 hectares of freehold land in the village, including key assets such as the Hilton Niseko Village, the Green Leaf Hotel, golf courses, a ski resort and ski school. The acquisition, which is the latest addition to YTL’s portfolio of luxury resorts and hotels in Asia and Europe, was undertaken by YTL Hotels & Properties Sdn Bhd, a subsidiary of YTL. Partners Andrew Whan and Miho Mizuguchi led the firm’s advisory team.

Clifford Chance has also acted for Spare Holdings Limited (an entity controlled by funds advised by CVC Asia Pacific Limited) in respect of the disposal of its entire interest in GS Paper and Packaging (GSPP) to Japan’s Oji Paper Co Ltd, one of the world’s largest paper companies. The interest in GSPP, Malaysia’s largest manufacturer of paperboard, was acquired by Spare Holdings in 2007. The transaction was one of the first true 100 percent leveraged buyouts in Malaysia and is indicative of the momentum in private equity transactions, as buyers and sellers return to the market in earnest. Partners Andrew Whan and Matt Truman led the firm’s advisory team.

Davis Polk & Wardwell LLP has advised the underwriters – Deutsche Bank AG, Singapore Branch; The Hongkong and Shanghai Banking Corporation Limited; JP Morgan Securities Inc; The Royal Bank of Scotland plc; UBS AG; Hana Daetoo Securities Co Ltd; and Woori Investment & Securities Co Ltd – in respect of an SEC-registered Schedule B debt offering by The Export-Import Bank of Korea (KEXIM) of US$1 billion aggregate principal amount of its 4.125 percent notes due 2015. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises in conducting overseas business. Its primary services to its clients include export loans, trade finance and guarantee programs. The firm’s advisory team was led by Tokyo partner Eugene C Gregor and London partner John D Paton. KEXIM was advised by Cleary Gottlieb Steen & Hamilton LLP as to US law and by Hwang Mok Park as to Korean law.

Freshfields Bruckhaus Deringer has advised London-based Diageo, the world’s largest alcoholic beverage company, on the acquisition of a controlling stake in Chengdu Yingsheng Investment Holding – which controls Sichuan ShuiJingFang Co Ltd (Sichuan SJF) – and the subsequent general tender offer for the outstanding shares of Sichuan SJF, a leading producer of premium Chinese white spirits. Sichuan SJF is listed on the Shanghai Stock Exchange. Asia corporate practice head Robert Ashworth, Shanghai corporate partner Heiner Braun and Beijing corporate partner Jack Wang led the firm’s advisory team. Slaughter and May and Haiwen & Partners also advised Diageo in respect of the transaction.

Freshfields Bruckhaus Deringer has also advised Air China on the formation of an air cargo joint venture with Cathay Pacific. The firm’s advisory team was led by Kay Ian Ng and Jack Wang.

Harry Elias Partnership LLP has represented Indonesian Shipowners in two related Arbitrations under the LMAA (London Maritime Arbitrators Association) terms, successfully claiming against charterers for dead freight, interest and costs arising from various breaches of the terms of the floating cranes contract. Francis Goh (FSIArb) was lead counsel.

Harry Elias Partnership LLP has successfully defended Triple 8 Enterprise Pte Ltd, a leading lifestyle and entertainment industry player, against a trademark infringement and passing off action initiated in the Singapore High Court. Tan Chau Yee was lead counsel.

Latham & Watkins has advised on two separate placement deals, both led by Hong Kong corporate partner William Woo. The firm advised:
• BOCI Asia Limited as placing agent in connection with the placing of approximately 335 million H shares (including 305.4 million new H shares and 29 million sale shares) in AviChina Industry & Technology Company Limited, a company mainly engaged in aviation and automobile business in China. The placing raised approximately HK$1.14 billion (US$147m) and the net proceeds will be used for the funding of acquisitions of aviation assets and for general corporate purposes. This transaction was announced on 2 March 2010 and closed on 10 March 2010.
• Macquarie Capital Securities Limited as placing agent in connection with the top-up placing of more than 277 million existing shares and subscription of the same number of new shares in China Starch Holdings Limited, a leading producer of cornstarch in China. The transaction raised approximately HK$388.3 million (US$50m).

Latham & Watkins has also represented Japan Bank for International Cooperation (JBIC) and the commercial bank lenders – BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ Ltd, The Hongkong and Shanghai Banking Corporation Limited, Crédit Agricole Corporate and Investment Bank, ING Bank NV, Mizuho Corporate Bank Ltd, Sumitomo Mitsui Banking Corp and The Sumitomo Trust & Banking Co Ltd – in respect of the approximately US$1.2 billion financing of the Paiton 3 power project in East Java, Indonesia. The financing package includes 17-year non-recourse loans totaling approximately US$729 million provided by JBIC, and an approximately US$486 million loan from the commercial banks. PT Paiton Energy – a joint venture between International Power Plc, Mitsui & Co, the Tokyo Electric Power Company Inc and PT Batu Hitam Perkasa – is the project developer and borrower. The Paiton 3 Project comprises a single 815-MW coal-fired unit located within the existing Paiton power generating complex and is expected to be fully operational by the end of 2012. The firm’s advisory team was led by partners Joseph Bevash, Stephen McWilliams, Clarinda Tjia-Dharmadi, Michael Yoshii and Rowland Cheng.

Mallesons Stephen Jaques has advised US-based leading global investment bank Greenhill & Co in respect of a definitive agreement to acquire Australian financial advisory group Caliburn Partnership. Greenhill will acquire 100 percent ownership of Caliburn in exchange for more than one million shares of Greenhill common stock plus a new convertible preferred stock. The deal is approximately valued at US$200 million and is expected to be completed in early April 2010. Following completion of the transaction, Greenhill will operate in Australia/New Zealand under the name Greenhill Caliburn. The acquisition advances Greenhill and Caliburn’s common ambition to create the leading independent global financial advisory firm capable of advising clients across industry sectors on mergers, acquisition, restructurings, financing and capital-raising in all regions. The firm’s advisory team was led by partners Joshua Cole and David Friedlander.

Morrison & Foerster has represented HSBC and CCB International as joint lead managers in respect of the HK$900 million (US$116m) initial public offering of Chinese health food company Ruinian International (Ruinian) in Hong Kong. Ruinian is the largest manufacturer of amino acid-based nutritional supplements in China. The underwriters have fully exercised the over-allotment option, and accordingly Ruinian this week issued 45 million additional shares for a further HK$135 million (US$17.4m). Partners Ven Tan and Stephen Birkett led the firm’s advisory team.

Nishith Desai Associates has advised DICHTUNGSTECHNIK Wallstabe & Schneider GMBH & CO KG (DT) and Deshmukh Rubber Works Private Limited (DRWPL), the flagship company of the Divekar group, in respect of forming a joint venture to engage in the manufacture and sale of automotive components. DT of is one of the leading players in the precision seals industry in Germany, having a turnover in excess of €70 million (US$96.3m) in 2007. Divekar Group is one of the leading players in the manufacture and sale of automotive components in India.

Nishith Desai Associates has also advised Starlight Systems Private Limited, an entity engaged in the construction and development of real estate projects, in respect of its issuance to certain investors of particular securities on a private placement basis for deal value of approximately INR1.48 billion (US$32.5m).

Paul, Hastings, Janofsky & Walker LLP has advised the lenders – Export-Import Bank of Korea, Asian Development Bank, Sumitomo Mitsui Banking Corporation, Crédit Agricole Corporate and Investment Bank and ING Bank NV – in respect of the US$270 million financing of a 200 megawatt coal-fired power project in Cebu in the Philippines. The project, which is valued at approximately US$451 million, is being developed by Kepco SPC Power Corp, a joint venture between Korea Electric Power Corp and SPC Power Corp. The landmark transaction is the first ever internationally financed merchant power project in the Philippines. The firm’s advisory team was co-led by partners Joseph Kim and Patricia Tan Openshaw.

Paul, Hastings, Janofsky & Walker has also advised the consortium of sponsors – including the Bank of Tokyo-Mitsubishi UFJ Ltd, Mizuho Corporate Bank Ltd, Sumitomo Mitsui Banking Corp, the Tokyo Branch of ING Bank NV, and the Export-Import Bank of Korea (Korea Eximbank) – in respect of the development and financing of a 660 megawatt coal-fired power plant in Cirebon in West Java, Indonesia by PT Cirebon Electric Power (a consortium of Marubeni Corporation, Korea Midland Power Company, Samtan Co Ltd and PT Indika Energy TBK). This transaction is the first new international independent power producer project to be financed in Indonesia since 1997. The overall loan amount, which totals US$595 million, will be co-financed by commercial banks. Japan Bank for International Cooperation (JBIC) and Korea Eximbank provided the political risk guarantee for the co-financed portion. Hong Kong partner Brett King led the firm’s advisory team. Latham & Watkins represented Korea Midland Power Co Ltd (KOMIPO) as one of the sponsors and the O&M provider in connection with the financing of the project. Partners Joseph Bevash and Clarinda Tjia-Dharmadi led the Latham team.

Stamford Law Corporation is advising Continental Chemical Corporation Pte Ltd (CCPL) on its proposed debt restructuring via a Scheme of Arrangement pursuant to Section 210 of the Companies Act. CCPL applied for and obtained leave of court to convene meetings of each class of its creditors. The proposed Scheme of Arrangement, when passed by the majority of creditors holding at least three quarters of CCPL’s debts by value, will be binding on all of its creditors, including both secured creditors and unsecured creditors. Directors Ashok Kumar, Daniel Lim and Susan Kong are leading the firm’s advisory team.

Stamford Law Corporation is also advising five banks – KBC Bank NV, Singapore Branch; DZ Bank AG Deutsche Zentral-Genossenschaftsbank Frankfurt am Main, Singapore Branch; ICICI Bank Ltd, Singapore Branch; BNP Paribas, Singapore Branch; and Indian Bank, Singapore Branch – in respect of the restructuring of Singapore Exchange-listed TT International Limited (TTI). TTI is a leading Singapore-based player in the global trading of consumer electronics and the owner of the internationally renowned “Akira” brand. TTI is awaiting Court approval for the proposed Scheme of Arrangement to advance its restructuring plan with its creditors. Director Ashok Kumar leads the firm’s team in acting for five banks.

Finally, Stamford Law Corporation is advising Mira International Holdings (MIH) on Singapore law in respect of a debt and corporate restructuring, with the company currently contemplating restructuring options. MIH, an indirect wholly-owned subsidiary of PT Mitra Rajasa Tbk, is a significant player in the oil and gas industry in Indonesia. Director Ashok Kumar also leads the firm’s advisory team.

Weerawong, Chinnavat & Peangpanor Ltd has advised Property Perfect Public Company Limited in connection with its issuance of Thai baht 1.5 billion (US$46m) Senior Partially Guaranteed Debentures. The deal, in which Siam City Bank Public Company Limited acted as underwriter, was closed on 25 February 2010. Peangpanor Boonklum led the transaction.

WongPartnership LLP has acted for TPG Capital in respect of the sale of its 23.9 percent stake in Parkway Holdings Limited to Fortis Healthcare Ltd (Fortis) for S$959.4 million (US$688.4m). The deal has been touted as a landmark transaction which will establish Fortis as one of Asia’s largest hospital network. Managing partner Dilhan Pillay Sandrasegara and partner Andrew Ang led the transaction.

WongPartnership LLP has also acted for Barinal NV, an indirect wholly-owned subsidiary of Usaha Tegas Sdn Bhd, in relation to the sale of its entire interest (valued approximately at S$721 million [US$517m]) in OUE Realty Pte Ltd and Overseas Union Enterprise Limited to Golden Concord Asia Limited, an investment unit of Indonesia’s Lippo Group. Managing partner Dilhan Pillay Sandrasegara and partners Quak Fi Ling and Christy Lim led the transaction.

In addition, WongPartnership LLP has acted for Bon-Food Pte Ltd, the franchisee operating Burger King restaurants in Singapore, in respect of the sale of its business to Burger King Singapore Pte Ltd. Partners Ng Wai King and Linda Wee led the transaction.

Moreover, WongPartnership LLP has acted for Development Bank of Singapore Limited (DBS Bank) and Standard Chartered Bank (SCB), the financiers to C2O Holdings Limited, in respect of the financing relating to the proposed acquisition by C2O Holdings Limited of all the shares in the capital of Swissco International Limited, by way of a scheme of arrangement under Section 210 of the Companies Act, Chapter 50 of Singapore. Partners Christy Lim and Dawn Law led the transaction.

Finally, WongPartnership LLP has acted for the Singapore Medical Council (SMC) in respect of the 22 charges filed against general practitioner Dr Tan Tek Young in relation to the inappropriate prescription of drugs to patients. The SMC Disciplinary Committee found Dr Tan guilty of failing to exercise due care in the management of his patients at his clinic in Bedok North, Singapore. He has been censured, fined S$5,000 (US$3,588), and suspended from practice for six months. Partner Melanie Ho acted on the matter.

Yulchon has represented Shinhan Bank, Sinokor Merchant Marine, and Sinokor Maritime in respect of a ship financing deal for a used oil tanker. The deal, which was made at a time of depressed global ship financing, had to be closed in just one week as the firm’s clients were concerned about losing the opportunity to purchase the vessel at the agreed price unless the deal was closed promptly. The Abu Dhabi National Oil Company, the UAE’s state-run petroleum company, was the substantial owner of the ship, and the cross-border transaction included the physical transfer of the ship. Senior foreign counsel Christopher Cho of led the firm’s advisory team.

Yulchon has also represented Jeju Air in respect of a deal to lease a Boeing commercial airplane. Due to Jeju Air’s tight flight schedule, the transfer of the aircraft was required to be arranged within one week from the start of negotiations as to contract terms. This is the fifth Boeing aircraft acquisition on which the firm has advised Jeju Air, with the new airplane expected to fly the international route to Japan. Senior foreign counsel Christopher Cho also led the deal.

In addition, Yulchon has advised Lotte Shopping on the acquisition of GS Retail’s discount store and department store businesses. The transaction, valued at KRW1.34 trillion (US$ 1.18b), enables Lotte Shopping to ensure its leading position in the department store business, and establishes an important foundation to catch up with two leading enterprises in the discount store business, namely E Mart and HomePlus. The acquisition is still subject to the approval of the Korea Fair Trade Commission. Senior partner Hee Woong Yoon and partner Jin Kook Lee led the firm’s advisory team.

Finally, Yulchon has represented shareholders selling a combined 43 percent stake in Daol Trust (formerly Daol Real Estate Trust), a real estate trust business, to Hana Financial Group. The firm’s advisory team was led by partners Hee Woong Yoon and Won Il Sohn.