Allen & Gledhill has advised DBS Group Holdings on the issue of US$500 million floating rate green bonds due 2022 under its US$30 billion global medium-term note programme. DBS Group Holdings is the first financial institution in Singapore to issue green bonds. Partners Glenn Foo, Catherine Neo and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised NetLink NBN Management, as trustee-manager of NetLink NBN Trust, and Singapore Telecommunications (Singtel), on the S$2.3 billion (US$1.6b) IPO and listing of NetLink NBN Trust in Singapore. NetLink NBN Trust designs, builds, owns and operates the passive fibre network infrastructure of Singapore’s next generation nationwide broadband network, Next Gen NBN. This transaction is the second largest IPO in the Asia-Pacific in 2017 to-date, the fifth largest IPO in the world in 2017 to-date, and the largest IPO in Singapore since 2011. This is also the first completed IPO in Singapore involving an internalised trustee-manager structure. The firm also advised on the S$1.9 billion (US$1.4b) acquisition of NetLink Trust from Singtel and NetLink Trust’s issuance of S$1.1 billion (US$808m) notes due 2037 to NetLink NBN Trust, each undertaken in connection with the IPO. The firm also acted for DBS Trustee, the trustee of the trust over the shares of NetLink NBN. Partners Tan Tze Gay, Rhys Goh, Bernie Lee, Jeanne Ong, Wu Zhaoqi, Tan Wee Meng, Yeo Boon Kiat, Hoo Sheau Farn, Andrew Chan and Lim Pek Bur led the transaction. Clifford Chance, led by partner Raymond Tong and supported by partner Johannes Juette, advised DBS Bank, Morgan Stanley Asia (Singapore) and UBS AG Singapore Branch, as the joint issue managers and, together with Merrill Lynch (Singapore), Citigroup Global Markets Singapore, The Hongkong and Shanghai Banking Corporation Singapore Branch, Oversea-Chinese Banking Corporation and United Overseas Bank, as the joint book-runners and joint underwriters of the offering.
Ashurst is representing Sharp on its US$1 billion commitment on the initial closing of the Softbank Vision Fund. At its first major closing in May 2017, the Softbank Vision Fund closed on commitments of over US$93 billion from Sharp, the SoftBank Group, the Public Investment Fund of the Kingdom of Saudi Arabia, Mubadala Investment Company of the UAE, Apple, Foxconn Technology Group and Qualcomm. The fund anticipates a final closing within six months to bring the total commitments to US$100 billion, making this fund the largest ever raised. It will target meaningful and long-term investments in businesses that are dedicated to the next age of innovation and technology. Asia head of private investment funds Dean Moroz (Hong Kong) and partner Hiroyuki Iwamura (corporate-London) are leading the transaction, while Nagashima Ohno & Tsunematsu is acting as Japanese counsel.
AZB & Partners is advising GMR Goa International Airport on the execution of a Rs13.3 billion (US$206.4m) debt facility agreement with Axis Bank for the development of Greenfield airport at Mopa. Partner Yashwant Mathur is leading the transaction, which was signed on July 20, 2017 and is yet to be completed.
AZB & Partners is also advising Kohlberg Kravis Roberts, through its investing entity Kayak Investments Holding, on its approximately US$200 million acquisition of a 49 percent equity stake in Halcyon Finance and Capital Advisors. Partners Ashwath Rau, Harsh Maggon and Rahul Rai are leading the transaction, which was signed on July 17, 2017 and is yet to be completed.
Clifford Chance is advising Bank of China Group Investment as part of the Nesta Investment Holdings consortium on the proposed approximately S$16 billion (US$11.8b) acquisition of all the issued and paid-up ordinary shares of Singapore-listed Global Logistic Properties (GLP), Asia’s biggest and one of the world’s largest warehouse operator and real estate fund managers. The deal was conducted by way of a scheme of arrangement in compliance with the Singapore Code on Take-overs and Mergers. The consortium comprises of HOPU Logistics Investment Management (21.3 percent), Hillhouse Capital Logistics Management (21.2 percent), SMG Eastern (21.2 percent), Bank of China Group Investment (15 percent) and Vanke Real Estate (Hong Kong) (21.4 percent). Hong Kong corporate partner Fanf Liu, supported by partners Timothy Democratis (Beijing), Lee Taylor (Singapore) and Jeff Berman (New York), is leading the transaction, which is expected to be completed by April 2018. Nesta Investment Holdings consortium is represented by Skadden, led by corporate partners Julie Gao (Hong Kong), Rajeev Duggal (Singapore), Jonathan Stone (Hong Kong), Mitsuhiro Kamiya (Tokyo), Lutz Zimmer (Munich) and Pascal Bine (Paris), partners Ivan Schlager (Washington DC-CFIUS), Frederic Depoortere (Brussels, EU/international competition), Lynn McGovern (Chicago-banking), John Adebiyi (London-M&A), Danny Tricot (London-corporate finance), Karen Corman (Los Angeles-labor and employment), and Joseph Yaffe (Palo Alto-executive compensation and benefits). WongPartnership is acting as Singapore counsel to the consortium. Allen & Gledhill is acting as Singapore counsel to GLP. Rajah & Tann Singapore, led by partners Lawrence Tan and Favian Tan, and Morgan Lewis Stamford are advising GIC, the single largest shareholder of GLP.
Clifford Chance has also advised Citic Agri Fund Management on its approximately US$1.1 billion acquisition of a select portion of Dow AgroSciences’ corn seed business in Brazil. Dow AgroSciences is a subsidiary of The Dow Chemical Company, while Citic Agri Fund is indirectly controlled by Citic. The assets include seed processing plants and seed research centres, a copy of Dow AgroSciences’ Brazilian corn germplasm bank, the Morgan seed brand and a licence for the use of the Dow Sementes brand for a certain period of time. Dow AgroSciences’ divestiture is intended to satisfy Dow’s commitment to Brazil’s Administrative Council for Economic Defense (CADE), in connection with its conditional regulatory clearance of the proposed global merger with DuPont. Citic Agri Fund’s acquisition is subject to the approval of the divestiture transaction by CADE. China co-managing partner Terence Foo, supported by New York corporate practice area leader David Brinton and Beijing partner Richard Blewett, led the transaction.
Khaitan & Co has advised Blackstone FP Capital Partners (Mauritius) V-B Subsidiary on the approximately US$9.3 million sale of the entire promoter shareholding of 40 percent in Gokaldas Exports to Clear Wealth Consultancy Services and the open offer made to the public shareholders, triggered by the sale transaction. The firm also advised Gokaldas Exports on the conduct of the open offer process. Blackstone FP Capital Partners is a part of the Blackstone group. Public-listed Gokaldas Exports designs, manufactures and sells a wide range of garments and caters to the needs of several leading international fashion brands and retailers. Partner Aakash Choubey, supported by partner Arindam Ghosh and associate partner Moin Ladha, led the transaction.
Khaitan & Co has also advised Paras Healthcare on the Rs2.75 billion (US$42.7m) investment, through a combination of primary and secondary investments, for a total stake of 22.78 percent in Paras Healthcare, from Commelina, an affiliate of Creador III. Paras Healthcare operates and manages hospitals in North India. Partner Joyjyoti Misra led the transaction.
Rajah & Tann Singapore has acted for Singapore-listed ABR Holdings on the acquisition of 80 percent of The Chilli Padi Group, with an option for the balance of 20 percent. The ABR group manages, franchises and operates a portfolio of well-known food and beverage companies and brands. Partners Danny Lim and Chia Lee Fong led the transaction.
Rajah & Tann Singapore is also advising the Aztech Group on its selective capital reduction exercise to enable minority shareholders to realise the value of their shares, subsequent to the delisting of the company in Singapore. The group is headquartered in Singapore, with support offices in the USA, Germany, Malaysia, Hong Kong, Philippines and China. Partners Danny Lim and Penelope Loh led the transaction.
Shardul Amarchand Mangaldas & Co has represented Vodafone India and its wholly-owned subsidiary Vodafone Mobile Services on securing from the Competition Commission of India on July 24, 2017 the unconditional approval of the merger of their telecommunications businesses with Idea Cellular. The US$23 billion transaction is the largest transaction by value in the history of Indian M&A. The telecommunications sector in India is witnessing significant consolidation after the entry of Reliance Jio last year. The merger will allow the parties to invest more significantly in improving coverage and capacity in telecom infrastructure, thereby enabling Vodafone-Idea to offer a better, more innovative and attractive range of services to Indian consumers, fuelling the government’s Digital India initiative. Partner Shweta Shroff Chopra led the transaction. Idea Cellular was represented by Trilegal, led by partner Nisha Kaur Uberoi.
Shearman & Sterling is advising the Special Committee of the Board of Directors of Sohu.com on the acquisition of all outstanding shares, including shares represented by American depositary shares, in its majority-owned subsidiary Changyou.com by Charles Zhang, the chairman and CEO of Sohu and the chairman of the board of Changyou.com. Sohu.com is China’s premier online brand, which provides a network of Web properties and community based/Web 2.0 products. Changyou.com is a leading developer and operator of online games in China. Hong Kong M&A partner Stephanie Tang, supported by New York partners George Karafotias (M&A), Paula Anderson (litigation) and Alan Goudiss (litigation), led the transaction.
Sidley has advised R&F Properties on its Rmb19.9 billion (US$3b) acquisition of 77 hotels from Dalian Wanda Commercial Properties. Hong Kong partner Constance Choy led the transaction, which was announced on July 19, 2017.
Skadden has represented Tokyo-listed Takeda Pharmaceutical, a leading global pharmaceutical company based in Japan, on its US$500 million 2.45 percent senior notes offering due 2022. The transaction was announced on July 12, 2017 and closed on July 18, 2017. Partners Kenji Taneda (Tokyo), Sean Shimamoto (Palo Alto) and Eytan Fisch (Washington DC) led the transaction.
Skadden has also represented Bank of America Merrill Lynch, Daiwa Capital Markets Europe, JP Morgan and Nomura as the underwriters on the US$5 billion offering of government-guaranteed bonds by the Japan Bank for International Cooperation. The offering is divided into four tranches: US$1.5 billion 2.125 percent guaranteed bonds due 2020; US$1.25 billion 2.375 percent guaranteed bonds due 2022; US$1.25 billion 2.875 percent guaranteed bonds due 2027; and US$1 billion floating-rate guaranteed bonds due 2020. Partners Kenji Taneda (Tokyo) and Sean Shimamoto (Palo Alto) led the transaction, which was announced on July 12, 2017 and priced on July 13, 2017.
WongPartnership has acted as international counsel for the IPO and listing in Indonesia of Integra Indocabinet, one of the largest wooden products manufacturers in Indonesia based in Sidarjo, East Java. Partners Gail Ong, Karen Yeoh and James Choo led the transaction.