Deals – 19 November 2014

Allen & Gledhill has advised KKR China Water Investment Holdings Ltd (KKRCW) and CKM (Cayman) Company Ltd in respect of the S$1.9 billion (US$1.46b) pre-conditional voluntary conditional offer by CKM to acquire all the shares in United Envirotech Ltd (UEL) and the proposed placement by UEL of new UEL shares in favour of CKM. CKM is jointly owned by CITIC Environment (International) Company Ltd and KKRCW. Partner Song Su-Min led the transaction.

Allens has acted for the Municipal Association of Victoria in respect of the establishment of Australia’s first municipal note program, the Local Government Funding Vehicle. The inaugural A$240 million (US$210m) medium term note issue under this innovative structure settled on 12 November 2014. The bonds were issued by a special purpose trust which has made loans to 30 participating Victorian councils to fund municipal capital requirements. Partner James Darcy, with support from tax partner Martin Fry, led the transaction.

AZB & Partners has advised PineBridge Investments Asia Ltd in respect of the IPO of 13.04 million equity shares of Uniparts India Ltd consisting of a fresh issue of 7 million equity shares and an offer for sale of up to 6.04 million equity shares comprising 4 million equity shares by Ambadevi Mauritius Holding Ltd and Ashoka Investment Holdings Ltd, both affiliates of PineBridge Investments Asia Ltd, and up to 2.04 million equity shares by Gurdeep Soni, Paramjit Singh Soni, Karan Soni and Meher Soni, promoters and promoter group individuals of Uniparts India. Partners Gautam Saha and Madhurima Mukherjee led the transaction which was announced on 26 September 2014 and is yet to be completed.

AZB & Partners has also advised Aegis Logistics Ltd in respect of its sale of 40 percent of Aegis Group International Pte Ltd to Itochu Petroleum Co (Singapore) Pte Ltd. Partner Abhijit Joshi led the transaction which was valued at approximately US$5.9 million and was completed on 23 October 2014.

Baker & McKenzie (B&M) has advised the lenders in respect of the £1.35 billion (US$2.16b) financing of the Battersea Power Station, one of the largest real estate financings in the UK in recent years. The firm advised CIMB Bank Berhad Labuan Offshore Branch, Maybank Kim Eng Securities Pte Ltd, Standard Chartered Bank and Standard Chartered Saadiq Berhad as the mandated lead arrangers, book-runners and joint coordinators on the financing. Battersea Power Station is an iconic decommissioned coal-fired power station located on the south bank of the River Thames in London. The financing comprises a £750 million (US$1.17b) facility for Phase 2 and a £600 million (US$940m) facility for Phase 3 for development of the site, the latter consisting of a combination of Islamic financing and conventional financing. The development plan for the site includes the construction of apartments, office buildings, hotels and other commercial outlets, as well as a planned high street called the Electric Boulevard. Singapore member firm Baker & McKenzie.Wong & Leow, led by Singapore principal Emmanuel Hadjidakis and supported by local principal Kah Chin Chu, led the transaction. Wong & Partners, B&M’s member firm in Malaysia, advised on the Malaysian law aspects of the transaction, led by partner Mark Lim and assisted by partner Esther Chik. B&M’s Hong Kong office advised on the Hong Kong law aspects of the transaction and was led by partner Sally Hung. B&M’s London office advised on both the real estate and construction aspects. Partners Justin Salkeld and Stephen Turner led the real estate team while partner Mike Webster advised on the construction aspects.

Baker & McKenzie (B&M) member firms have also advised Affinity Equity Partners (S) Pte Ltd in respect of its acquisition of a significant equity interest in Leong Hup International Sdn Bhd (LHI). Affinity is one of the largest independent financial sponsors in the Asia Pacific, managing over US$8 billion in assets and funds. LHI is the holding company of the Leong Hup (LH) group of companies, the largest integrated poultry operator in Malaysia. LH operates not only in Malaysia but has a significant regional presence in Singapore, Indonesia and Vietnam. Partner Andre Gan, assisted by partner Stephanie Phua, led the corporate and commercial team at Wong & Partners, B&M’s member firm in Malaysia, whilst working closely with Baker & McKenzie.Wong & Leow in Singapore, Hadiputranto, Hadinoto & Partners in Indonesia and Baker & McKenzie in Vietnam. The Singapore team was led by principal Ai Ai Wong, with assistance from principal Kelvin Poa, in the corporate and securities practice. The Indonesia team was led by partner Iqbal Darmawan in the capital markets practice whilst the Vietnam team was led by partner Yee Chung Seck in the M&A practice.

Clifford Chance has advised Credit Suisse, Danareksa Sekuritas and UBS as joint global coordinators in respect of the US$200 million IPO and listing on the Indonesia Stock Exchange of Indonesian taxi operator PT Blue Bird Tbk. The company sold 376.5 million shares at US$0.68 per share. Blue Bird is Indonesia’s largest taxi operator. It has a fleet of 25,000 taxis across Indonesia and serves more than 8.5 million passengers per month. Partner Johannes Juette led the transaction.

Clifford Chance has also advised Mondelēz International in respect of its proposed acquisition of an 80 percent stake in Kinh Do Corp, a leading Vietnamese snack company, for US$370 million. The transaction is subject to a number of conditions, including obtaining approval by Kinh Do’s shareholders, as well as the restructuring by Kinh Do of its snacks division into one business entity, BKD. Mondelēz is a Nasdaq-listed leading snacks producer with brands such as Cadbury chocolates, Oreo cookies and Ritz crackers. Kinh Do generates approximately US$175 million in annual revenue from its top-selling biscuits, soft cakes and seasonal mooncakes businesses. Corporate partner Simon Clinton, supported by partners Valerie Kong (M&A), Ling Ho (Intellectual Property) and Richard Blewett (Antitrust), led the transaction.

Davis Polk has advised JP Morgan Securities plc, Morgan Stanley & Co International plc and another investment bank as initial purchasers in respect of a US$300 million Regulation S offering by China Oil And Gas Group Ltd of its five percent senior notes due 2020. HKSE-listed China Oil And Gas Group is a national piped gas operator in China focused on providing natural gas to end customers through the operation of its own natural gas branch pipelines and city-gas distribution networks. It had traditionally operated in the midstream and downstream natural gas market segments in China, and has accessed the North America upstream segment through a recent acquisition of a Canadian oil and gas producer based in Alberta, Canada. Partner William F Barron led the transaction whilst King & Wood Mallesons advised as to PRC law. China Oil And Gas Group was advised by Sidley Austin as to US and Hong Kong laws, Jingtian & Gongcheng as to PRC law and Appleby as to Bermudan and British Virgin Islands laws.

Davis Polk has also advised Nexteer Automotive Group Ltd in respect of its inaugural US$250 million Rule 144A/Regulation S offering of 5.875 percent high-yield senior notes due 2021. JP Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as initial purchasers for the offering. Nexteer is one of the world’s leading automobile steering and driveline suppliers. Headquartered in Saginaw, Michigan, Nexteer was the fifth-largest steering supplier globally in terms of revenue, the largest steering supplier and electric power steering manufacturer in the United States and the third-largest halfshafts supplier globally in 2013, according to IPSOS. The company supplies its products to global customers, including General Motors, Fiat Chrysler, Ford, PSA Peugeot Citroën, BMW and Volkswagen. Partners William F Barron, Richard A Drucker, Bonnie Y Chan, Antony Dapiran and John D Paton led the transaction. Nexteer was advised by Maples and Calder as to Cayman Islands law, Foley & Lardner as to Delaware and Michigan state laws, Wildgen, Partners in Law as to Luxembourg Law, Canales Zambrano y Asociados SC and Bufete de la Garza SC as to Mexican law, and Baker & McKenzie Krzyzowski i Wspolnicy spk as to Polish law. The initial purchasers were advised by Shearman & Sterling as to US law and Jia Yuan Law Offices as to PRC law.

Dhir & Dhir Associates has advised PTC India Financial Services Ltd in respect of the INR140 million (US$2.3m) financial assistance sanctioned to Abellon Eco Equipments Ltd for setting up a plant for manufacturing bio-plant-based cooking/ heating retail appliances (like Eco Chulha, Hot Water Generator, Pellet Burner) at Vithalapara Village, Surrendranagar District, State of Gujarat. Associate partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised India Infrastructure Finance Company Ltd, wholly-owned by Government of India, in respect of the INR416 million (US$6.7m) financial assistance under its takeout finance scheme to ReNew Wind Energy (Rajkot) Private Ltd for its 25.2 MW Wind Farm Project at Jasdan, District Rajkot, State of Gujarat. Under the scheme, India Infrastructure Finance has agreed to takeout part of the exposure of PTC India Financial Services Ltd to the above project and agreed to become part of the existing consortium of lenders comprising of PTC India Financial Services Ltd and Canara Bank. Associate partner Girish Rawat also led the transaction.

HSA Advocates has advised Sula Shipping & Logistics Private Ltd, a pioneer in transshipment and providing global logistics services and solutions, in respect of its transaction with Jindal SAW Ltd (JSL) to acquire 26 percent equity in a restructured Jindal ITF Ltd (JITF) to operate such company as a transshipment and global logistics services/solutions company. The joint venture formed through JITF between Sula and JSL is for the NTPC- Farakka waterways project which delivers imported coal to NTPC power plant at Farakka through barges. The NTPC-Farakka waterways project is set to deliver three million tons of coal to NTPC power plant at Farakka via Hooghly River and ease congestion on rail rakes and roads. The Hooghly and Ganga waterway, under the new initiatives launched by the government, will soon form a major supply route to and from the hinterland of North and East Indian industrial areas. The Government of India has made the development of inland waterways a top priority. Inland Waterways Authority of India is working on multiple projects that will need similar services that will be provided by JITF. Partner Aparajit Bhattacharya, along with partner Harvinder Singh, led the transaction. JSL and JITF were advised by Singh & Associates, Advocates with a team led by managing partner Manoj Singh and partner Gunita Pahwa.

J Sagar Associates, along with Davis Polk & Wardwell Hong Kong, has advised in respect of the India leg of the acquisition of NeST Software, the engineering and embedded services business of Kochi-based NeST Group, for approximately INR500 crores (US$810.75m), by Warburg Pincus-backed QuEST Global Engineering, a diversified global engineering services company engaged in providing engineering software, embedded systems, mechanical systems and structures. Partner Arjun K Perikal led the transaction.

Khaitan & Co has advised Cigital Inc in respect of (a) acquisition of the entire issued share capital of iViZ Techno Solutions Private Ltd from its promoters, IDG Ventures India I LLC and other financial investors; (b) retention of promoters as senior managerial personnel based on an earn-out linked compensation mechanism; and, (c) post acquisition funding of iViZ by way of an ECB. Headquartered in Dulles, Virginia, Cigital is the world’s largest consulting firm specializing in software security and is the global leader in helping organizations design, build and maintain secure software. Partner Ganesh Prasad, assisted by partners Bijal Ajinkya and Adheesh Nargolkar, led the transaction.

Khaitan & Co has also acted as domestic counsel to CESC Ltd in respect of its approximately US$82 million qualified institutions placement. Executive Director Sudhir Bassi and partner Nikhilesh Panchal led the transaction.

Luthra & Luthra Law Offices has acted as domestic counsel to the placement agents, composed of CLSA, Citigroup, Credit Suisse, ICICI Securities, Kotak Mahindra Capital and IDFC Securities, in respect of the qualified institutions placement by CESC Ltd. With a deal size of approximately INR4.9 billion (US$79.45m), the transaction involved the issue of equity shares on a private placement basis under the qualified institutions placement route. The power utility company encompasses full value chain from generation to distribution to end consumers. The company had also diversified into other businesses, such as property development, business process management and retail. Partner Manan Lahoty led the transaction. Clifford Chance acted as international legal counsel to the book-running lead managers.

Luthra & Luthra has also represented Indian real estate major Indiabulls Real Estate Ltd in respect of its debut in the international high yield market. The US$175 million Reg S issue was raised through its overseas Jersey subsidiary, Century Ltd, for listing in the SGX. The deal demonstrates an appetite for Indian real estate bonds in international high yield markets. The listing speaks of growing maturity of Indian issuers in the overseas debt markets and brings to fore the increasing sophistication and innovation on the part of Indian underwriters/lead managers, issuers and advisers in adapting international financing techniques within tight domestic regulatory framework. Partner Sudipta Routh led the transaction whilst Clifford Chance, led by partner Rahul Guptan and assisted by Hong Kong partner Richard Lee, acted as international counsel to Indiabulls and Century. Deutsche Bank, the mandated sole book-runner and lead manager to the issue, was represented by Khaitan & Co and Davis Polk & Wardwell. Davis Polk, led by partners Eugene C Gregor and John D Paton, also advised the initial purchaser.

Maples and Calder has acted as Cayman Islands counsel to Nexteer Automotive Group Ltd in respect of its issue of US$250 million 5.85 percent senior notes due 2021. The notes are listed on the HKSE. Nexteer is one of the world’s leading steering and driveline suppliers. Partner Greg Knowles led the transaction whilst Davis Polk & Wardwell acted as US counsel. Shearman & Sterling acted as US counsel to JPMorgan and Bank of America Merrill Lynch as the initial purchasers.

Mayer Brown JSM has represented Principal Financial Group in respect of the acquisition of AXA’s Mandatory Provident Fund (MPF) and Occupational Retirement Schemes Ordinance (ORSO) retirement schemes businesses in Hong Kong for approximate HK$2.6 billion (US$335.3m). Under the transaction, Principal and AXA will also enter into a 15-year exclusive distribution agreement allowing Principal to offer MPF and ORSO retirement schemes through AXA’s proprietary networks in the city. This is the largest transaction of its nature since the MPF scheme was introduced in 2000. Completion of the transaction is subject to regulatory approvals and is expected to take place in the third quarter 2015. Corporate and securities partner Mark Uhrynuk, supported by employment and benefits partner Duncan Abate and financial services regulatory and enforcement partner Sara Or, led the transaction.

Paul, Weiss is advising leading global investment firm Kohlberg Kravis Roberts & Co LP (KKR) in respect of a proposed acquisition, together with CITIC, China’s largest conglomerate, of United Envirotech Ltd (UEL). CITIC and KKR formed a consortium, CKM (Cayman) Company Ltd, through related entities CITIC Environment Protection Co Ltd and KKR China Water Investment Holdings Ltd, respectively, to make a pre-conditional voluntary offer (VGO) for all the shares in UEL, an SGX-listed leading membrane-based water and waste-water treatment and reclamation solution provider with businesses mainly in China’s chemical, petrochemical and industrial park sectors. The transaction allows CITIC to become the controlling shareholder of UEL through the holding of a majority interest in the consortium. This will be achieved by the consortium through the VGO, subject to conditions being met, to acquire existing shares in UEL from the existing shareholders, including KKR. In addition, after the VGO, the consortium will subscribe for further shares in UEL by way of a private placement of S$50 million (US$38.5m) to S$150 million (US$115.6m) which will provide additional capital to UEL. The offer price values UEL at approximately S$1.9 billion (US$1.46b) on fully diluted basis. The consortium intends to maintain the listing status of UEL post transaction. Rajah & Tann, led by partners Danny Lim and Soh Chai Lih, is acting as sole counsel to CITIC and, with Allen Gledhill and Paul, Weiss, as joint counsel to CKM (Cayman) Company Ltd. Junhe Law Offices is acting as PRC counsel to CITIC. Shook Lin & Bok is advising UEL.

Rajah & Tann Singapore (R&T Singapore) has acted as Singapore counsel for ISEC Healthcare Ltd in respect of its IPO and listing on Catalist, the sponsor-supervised listing platform of the SGX-ST. ISEC Healthcare issued 70 million new shares to investors in Singapore and Malaysia. ISEC Healthcare’s market capitalisation at listing, based on the placement price, was S$128.38 million (US$99m). PrimePartners Corporate Finance Pte Ltd was the issue manager and sponsor whilst Maybank Kim Eng Securities Pte Ltd was the placement agent. ISEC Healthcare is a comprehensive eye-care service provider with ambulatory surgical centres in Malaysia and Singapore, having a team of 19 full-time specialist doctors practising at four locations. R&T Singapore partners Evelyn Wee and Teo Yi Jing led the capital markets team whilst Christopher & Lee Ong, led by partner Christopher Lee, advised on the Malaysian law aspects of the transaction.

Shook Lin & Bok is acting for DBS Trustee Ltd, the trustee of Far East Hospitality Real Estate Investment Trust (Far East H-REIT), in respect of Far East H-REIT’s proposed joint venture with Far East Organization Centre Pte Ltd (FEOC) in connection with the development of a new S$443.8 million (US$342.2m) hotel project in Sentosa. Partners Tan Woon Hum and Andrea Ng are leading the transaction.

Slaughter and May is advising Colt Group SA in respect of its proposed acquisition of KVH. Colt will pay a total cash consideration of €130.3 million (US$163.2m) for 100 percent of KVH on completion of the transaction. The proposed acquisition, which is subject to independent shareholder approval and expected to complete in the later stages of 2014, will enhance Colt’s position in serving multi-national companies with global financial trading system solutions. Colt is a leading European provider of business communications and is presently connected to over 25 major exchanges and multi-lateral trading facilities. KVH is a provider of international business communications which specialises in global low latency networks and robust data facility centres. KVH operates a strong network across the Asia-Pacific region. Corporate and commercial partners William Underhill and Susannah Macknay led the transaction.

Slaughter and May Hong Kong has also advised MTR Corp Ltd and MTR Corp (CI) Ltd in respect of the annual update of their US$4 billion medium term note programme. Notes issued under the programme may be listed on the HKSE. JP Morgan is the sole arranger under the programme. Corporate and financing partner Laurence Rudge led the transaction.

Stephenson Harwood (Singapore) Alliance has advised Corporation Service Company (CSC), a Delaware-based global leader in providing digital brand services to brand owners, in respect of its acquisition of the IP Mirror group, a leading provider of corporate domain name registration and online brand protection services across Asia. The acquisition was signed and completed in Singapore on 31 October 2014. CSC has offices located throughout North America, Europe, Hong Kong and Australia. The IP Mirror group currently maintains offices in Singapore, Hong Kong, Indonesia, Japan, Malaysia, South Korea, Taiwan and the UK, a geographic reach that will build on CSC’s presence in Asia. Corporate partner Tom Platts, assisted by corporate partner Allan Tan, led the transaction whilst US law firm Pepper Hamilton acted as co-councel.

Sullivan & Cromwell has represented China Mengniu Dairy Company Ltd (China) and Yashili International Holdings Ltd (China) in respect of a share subscription agreement with Danone Asia Baby Nutrition Pte Ltd (Singapore), a subsidiary of Danone SA (France), in which Yashili will issue approximately 1.19 billion new shares to Danone Asia at an aggregate consideration of approximately US$571 million, with Danone Asia becoming a 25 percent shareholder in Yashili. Hong Kong partner Kay Ian Ng and Beijing partner Gwen Wong led the transaction which was announced on 30 October 2014.

The Law Office of Salman M Al-Sudairi, in association with Latham & Watkins, has advised The National Commercial Bank (NCB) in respect of the US$6 billion IPO of 25 percent of its shares. The 500 million shares sold in the IPO were held by the Saudi Public Investment Fund (PIF) and were divided into 300 million shares allocated for subscription by Saudi individuals and 200 million shares allocated for subscription by the Public Pension Agency (PPA). The individual allocation portion of the IPO was 23 times oversubscribed as of the close of the subscription period on 2 November 2014. The PPA fully subscribed to the shares allocated to it. The IPO is the largest equity offering ever in Saudi Arabia and in the Arab world, and is also the second largest IPO globally so far this year. PIF retained a 44.9 percent stake in NCB after listing on the Tadawul, which took place on 12 November 2014. NCB is currently the largest bank in the Kingdom of Saudi Arabia both in terms of customers’ deposits, total assets and operational revenue. GIB Capital and HSBC Saudi Arabia were the financial advisers and lead managers. Latham & Watkins partners Harj Rai and Andrew Tarbuck, with support from partners Salman Al-Sudairi, Craig Nethercott, Sami Al-Louzi and Scott Ballenger, led the transaction.

WongPartnership has acted for the syndicate of lenders in respect of the S$1.62 billion (US$1.25b) financing to Central Boulevard Development Pte Ltd relating to Marina Bay Financial Centre Tower 3, a prime commercial development located along Marina Boulevard, Singapore. Major stakeholders in Central Boulevard Development Pte Ltd include DBS Bank Ltd and Keppel REIT. Partners Christy Lim and Carol Anne Tan led the transaction.

WongPartnership is also acting for Forterra Real Estate Pte Ltd, the trustee-manager of Forterra Trust (Forterra), in respect of the mandatory conditional cash offer by Credit Suisse (Singapore) Ltd, for and on behalf of New Precise Holdings Ltd, for Forterra. Partner Jason Chua led the transaction.