Deals – 2 June 2011

Allen & Gledhill has also acted as Singapore counsel for Asia Pacific Breweries Ltd in respect of the sale and purchase agreement entered into by its associated company Heineken-APB (China) Pte Ltd (HAPBC) with GDH Ltd in respect of the sale of approximately 21.37 per cent of the issued share capital of Kingway Brewery Holdings Ltd to GDH Ltd for a total cash consideration of RMB 1.08 billion (US$165.7). Partner Christopher Koh led the transaction.

Allens Arthur Robinson has acted for integrated property group Goodman Group in respect of the acquisition of Moorabbin Airport and Business Park in Victoria for A$201.5 million (US$213.88m). The completion of the acquisition was announced on 25 May 2011. The acquisition, via escrowed securities and vendor finance, provides Goodman Group with a strategic asset, offering immediate investment income and development opportunities in the proven land-constrained market of inner southeast Melbourne. Partner Stuart McCulloch led the transaction.

AZB & Partners has advised Zend Mauritius VC Investments Ltd (a fund within the private equity division of Kohlberg, Kravis Roberts & Co LP or KKR), in respect of KKR’s proposed acquisition of 14.95 percent of the equity shares of Magma Fincorp Ltd. The deal, valued at approximately US$53 million, was signed and announced on 23 May 2011 and is yet to be completed. Partner Ashwin Ramanathan led the transaction.

AZB & Partners has advised Bessemer Venture Partners Trust in respect of its investment of up to approximately INR200 million (US$4.45m) in the equity shares of Clean Max Enviro Energy Solutions Private Ltd (Clean Max). Clean Max is engaged in purchasing electricity generated by third party power generation plants and/or the establishment, operation and management by itself or of distributed power generation or cogeneration plants using any form of fuel to meet energy requirements of buildings. Partner Sai Krishna Bhara led the transaction which was completed on 19 May 2011.

Baker & McKenzie has advised ASX-listed financial services company Snowball Group Ltd (Snowball) in respect of its merger with Shadforth Financial Group Holdings Ltd (Shadforth). The merger will be effected by an off-market scrip takeover bid made by Snowball to acquire all of the shares of Shadforth, which values Shadforth at A$180 million (US$191m) and the merged group at A$253 million (US$268.5m). The merger creates an integrated financial advice group with more than A$14.3 billion (US$15.18b) in funds under advice, administration and management, and 188 financial advisers in Australia. Partners Rodney Stone and Guy Sanderson led the transaction. Clayton Utz advised Shadforth.

Baker & McKenzie has also advised shareholders of V8 Supercars Holdings Pty Ltd (V8 Supercars) in respect of the sale of their controlling interest to Australian private equity firm Archer Capital, a leading private equity house in Australia with more than A$2 billion in funds under management. The transaction values V8 Supercars at more than A$300 million (US$318.5m). Partner Brendan Wykes led the transaction.

Clifford Chance has advised Bank of China, HSBC and Standard Chartered Bank as joint lead managers and bookrunners in respect of the issuance of RMB bonds by Volkswagen International Finance NV, secured by Volkswagen Aktiengesellschaft. The 2.15 per cent notes due 2016 raised RMB1.5 billion (US$231.4m) and is the first bond issued in RMB by a German company and one of the first issued by a European company. Partners Matt Fairclough and Connie Heng led the transaction.

Clifford Chance has also advised Indonesian shipping company PT Buana Listya Tama Tbk on its 144A/Reg S US$114 million listing on the Indonesian Stock Exchange. Buana Listya Tama specialises in oil and gas transportation and is a subsidiary of PT Berlian Laju Tanker Tbk, one of the largest chemical tanker operators in the world. Partner Crawford Brickley led the transaction.

Davis Polk has advised Citigroup Global Markets Ltd, Credit Suisse Securities (Europe) Ltd and The Hongkong and Shanghai Banking Corporation Ltd as the joint bookrunners, joint lead managers and as initial purchasers in respect of the Rule 144A and Regulation S offerings of senior notes by PT Pertamina (Persero), including US$1 billion in aggregate principal amount of 5.25 per cent senior notes due 2021 and US$500 million in aggregate principal amount of 6.5 per cent senior notes due 2041. These offerings represent the debut bond issuances for Pertamina, an oil, gas and geothermal company, wholly-owned by the Republic of Indonesia. Partners James C Lin and John D Paton led the transaction. Pertamina was advised by Latham & Watkins as to US law and Melli Darsa & Co as to Indonesian law. The initial purchasers were advised by Ali Budiardjo, Nugroho, Reksodiputro on Indonesian law.

DLA Piper has advised Agricultural Bank of China Ltd Hong Kong Branch and ABCI Capital Ltd as joint lead managers in respect of the issuance of RMB600 million (US$92.5m) of bonds by HKSE listed China Chengtong Development Group Ltd. The bonds, which were issued on 19 May 2011, were the first “dim sum” bond offered by China Chengtong Development and issued outside China. The firm’s team was led by partners JC Lee and Paul Lee.

Gibson Dunn’s Singapore office has represented Spice i2i Ltd, a Singapore listed company involved in communication and mobile internet technologies, in respect of its acquisition of Indonesian mobile handset manufacturer and distributor, Affinity Pacific Ltd (Selular Group), for US$175 million in total cash plus an undisclosed amount of additional consideration to be paid in management fees and performance shares and assumption of debt. The firm’s advisory team was led by partner Jai Pathak whilst Shook Lin & Bok acted as Singapore regulatory counsel and Ali Budiardjo, Nugroho, Reksodiputro acted as Indonesian counsel. Affinity Pacific was advised by Stamford Law Corporation.

Khaitan & Co has advised Outsource Partners International (OPI) in respect of its acquisition by ExlService Holdings Inc USA through reverse merger route for approximately US$91 million. OPI is an outsourcing company specializing in finance and accounting business processes, analytics, and related consulting and advisory services. Executive director Daksha Baxi and partners Sanjay Sanghvi and Rajat Mukherjee led the transaction.

Khaitan & Co has also advised Siemens Ltd in respect of its merger with Siemens Healthcare Diagnostics Ltd. Siemens Ltd is a diversified concern engaged in providing automation products and systems and in undertaking turnkey projects in the industrial and infrastructure sectors, among others, whilst Siemens Healthcare Diagnostics Ltd was one of the largest clinical diagnostics company in the world. Partners Haigreve Khaitan, Chakrapani Misra and Joy Jacob led the transaction.

Kim & Chang has advised Doosan Capital Co Ltd, a credit financing company, in respect of its capital raising by issuing 8 million new shares at a price of KRW 6,250 (US$5.78) per share. Mirae Asset PEF, IMM PEF and Hana First PEF subscribed for 28.9 per cent stake. Doosan Capital Co Ltd plans to use the funds from the share subscription for operating costs and for investments in its Chinese subsidiary, Doosan (China) Financial Leasing Corp. H C Lee, H S Nam and H J Jung led the transaction which was completed on 28 April 2011.

Kim & Chang has also advised Doosan Infracore Co Ltd and its subsidiary Doosan Infracore China Investments Co Ltd in respect of the sale of their 20 percent stake in Doosan Infracore China Co Ltd to Odin2 LLC, a special purpose entity established by three financial investors: KoFC Mirae Asset Growth Champ 2010-4, IMM Rose Gold and Hana Private Equity Fund 1. The total value of the transaction was approximately KRW 380 billion (US$351.5m). J H Cheong, H J Jung and J H Ban led the transaction which was completed on 28 April 2011.

King & Wood has advised Goldman Sachs, Deutsche Bank, Credit Suisse and CICC as joint sponsors and joint bookrunners in respect of Shanghai Pharmaceuticals Holding’s HK$15.2 billion (US$1.95b) H Share IPO on the HKSE on 20 May 2011. The firm acted as joint Hong Kong counsel along with Clifford Chance and PRC counsel for the joint sponsors and joint bookrunners. Partners Zhang Yi and Candy Chan led the transaction.

Latham & Watkins has represented HSBC, BOC International and DBS Bank in respect of the offering of US$750 million 4.625 per cent senior notes due 2016 by China Resources Land. The transaction closed on 19 May 2011. Partners John Otoshi and Eugene Lee led the transaction.

Latham & Watkins has also represented Shanshui Cement Group, one of the largest producers of clinker and cement in China, in respect of its offering of US$400 million 8.5 per cent senior notes due 2016. The transaction closed on 25 May 2011. Partner Eugene Lee led the transaction.

Luthra & Luthra Law Offices has advised Devyani International Ltd (Devyani), which controls a chain of 180 fast-food restaurants , in respect of receiving its first private equity investment from ICICI Ventures, India’s largest private equity fund. The deal, valued at approximately Rs. 150 crores, involved the acquisition of a minority stake by ICICI Ventures in Devyani. Devyani exclusively owns and operates food and beverage retail outlets in India and abroad for brands such as KFC, Pizza Hut, and Costa Coffee, and self-owned brands such as the South Indian restaurant Vaango. Nivedita Tiwari led the transaction.

Maples and Calder has acted as Cayman and BVI counsel to NYSE listed Youku.com Inc (Youku), a leading Internet television company in China, and some of its shareholders in respect of the follow-on public offering by Youku and certain of its shareholders of 12.31 million American Depositary Shares on the NYSE at an offer price of US$48.18 per ADS. Of the 12.31 million ADSs sold in the offering, four million ADSs were sold by its selling shareholders. Goldman Sachs (Asia) acted as the sole bookrunner. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Youku. Simpson Thacher & Bartlett represented the underwriters.

Maples and Calder has also acted as Cayman Islands legal counsel for HKSE listed China Resources Land Ltd in respect of its issuance of US$750 million 4.625 per cent senior notes due 2016. The notes are listed on the SGX ST. Partner Greg Knowles also led the transaction whilst Clifford Chance acted as US counsel. Latham & Watkins acted as US counsel to HSBC, BOCI Asia and DBS Bank, the initial purchasers of the notes.

Mayer Brown JSM has advised Beijing Enterprises Holdings Ltd (BEHL) in respect of the issuance of US$1 billion investment grade debt. BEHL, a Hong Kong-listed holding company backed by the Beijing Municipal Government that focuses on infrastructure and public utilities in Beijing and other parts of Mainland China, issued US$600 million 5 per cent guaranteed senior notes due 2021 and US$400 million 6.375 per cent guaranteed senior notes due 2041 on 12 May 2011. BofA Merrill Lynch, HSBC and Morgan Stanley acted as joint global coordinators on the transaction, while BofA Merrill Lynch, HSBC, Morgan Stanley, Credit Suisse and UBS were joint lead managers and bookrunners in respect of the offer and sale of the notes. Partners Jason T Elder and Jeckie Chiu led the transaction.

Milbank, Tweed, Hadley & McCloy has represented The Export-Import Bank of Korea, Korea Trade Insurance Corporation and a group of 11 international commercial bank lenders in respect of the senior secured financing of a US$2.5 billion greenfield petrochemical facility for Jurong Aromatics on Jurong Island, Singapore. The transaction closed on May 2011. The deal represents reportedly one of the largest and most complex project financings on nonrecourse terms in the region and is one of the first project financings of its type in the world to include a subordinated debt tranche. The senior commercial banking lenders were Australia and New Zealand Banking Group Ltd, BNP Paribas, DnB NOR Bank ASA, DZ BANK, ING Bank NV, Intesa Sanpaolo SpA, KfW, Korea Development Bank, NATIXIS, The Royal Bank of Scotland NV and Standard Chartered Bank. Partner Young Joon (YJ) Kim led the transaction.

Nishith Desai Associates has acted as Indian legal and tax counsel to QPS Holdings LLC, a US based contract research organisation, in respect of its acquisition, through its subsidiary XDD Acquisition BV, of a controlling stake in Bioserve Clinical Research Private Ltd (Bioserve), now known as QPS Bioserve India (P) Ltd. Bioserve is a private company in India and is engaged in the business of, inter alia, clinical trials and offers early stage capabilities in high end bioavailability and bioequivalence (BA/BE) and toxicology studies.

O’Melveny & Myers has acted as international counsel to Bank of America Merrill Lynch, Goldman Sachs, ICICI Securities, and JM Financial as the underwriters in respect of the US$1 billion further public offering of the shares of Power Finance Corporation Ltd. The offering consisted of 229.5 million shares (of which nearly 172.2 million were offered by the company and about 57.4 million were offered by the Government of India). The transaction consisted of a public offering in India, and a placement to qualified institutional buyers in the US under Rule 144A and outside the US under Regulation S. The offering closed on May 24, 2011, and the shares are to be listed on the Indian stock exchanges. The team was led by partner David Makarechian.

Orrick, Herrington & Sutcliffe has advised OCI Company Ltd (OCI) in respect of the issue of approximately 14.9 million global depositary receipts which are to be listed on the SGX-ST. The offering, valued at US$700 million, closed on 27 May 2011. Barclays Capital, Credit Suisse and Royal Bank of Scotland were joint bookrunners for the deal. OCI is a world leader in the production of high-purity polycrystalline silicon, a key raw material in the production of solar panels. The offering reportedly represents the largest of its kind by an Asia issuer (ex-Japan) since November 2007. The company will use the proceeds of this offering towards the construction of two new polysilicon plants to triple its annual production capacity of to 86,000 tonnes by the end of 2013 from 27,000 tonnes at the end of last year. Partners Mark Lee and David Cho led the transaction.

Paul, Hastings, Janofsky & Walker has advised Credit Suisse AG and the Royal Bank of Scotland as the joint bookrunners in respect of China Power International Development’s (China Power) RMB982 million (US$151.5m) renminbi-denominated US dollar-settled convertible bonds. China Power is a listed unit under state-owned enterprise China Power Investment Corporation, one of the five largest power generating groups in China. China Power plans to use the proceeds to fund future capital expenditures, to repay existing bank borrowings and for general working capital. Partner David Grimm led the transaction.

Watson, Farley & Williams’ Singapore office has advised PetroVietnam and Malaysia’s MISC in respect of the US$137 million debt financing for their Orkid floating storage and offloading vessel. The facility was arranged by Sumitomo Mitsui Banking Corp, Hong Kong and Shanghai Banking Corp Ltd, Natixis and OCBC Bank (Labuan) Bhd on seven-year tenure from drawdown. The firm’s advisory team consisted of Chris Lowe and Andrew Nimmo.

Watson, Farley & Williams’ Singapore office has also advised ING Bank NV Singapore Branch and DBS Bank Ltd Hong Kong Branch in respect of the sale and lease back of steel dry bulk containers and general purpose containers valued at US$200 million with Florens Container Corporation SA. The transaction was led by partner Madeline Leong.

WongPartnership has acted for the syndicate of banks in respect of the S$1.6 billion (US$1.3b) senior financing to South Beach Consortium Pte Ltd which will be used to refinance the S$800 million (US$646.3m) acquisition loan for the site at Beach Road on which the landmark “South Beach” project will be developed and to finance the construction of the “South Beach” project. The “South Beach” project has been designed to become a revolutionary New Eco-Quarter in Singapore, establishing itself as a “green icon” in the region. Partners Susan Wong, Choo Ai Leen and Dorothy Marie Ng acted on the matter.

WongPartnership has also acted for (i) Queensley Holdings Ltd (Queensley), the issuer of S$320 million (US$258.5m) secured fixed rate senior notes due 2012 and S$151 million (US$122m) secured fixed rate junior notes due 2012, in respect of the early redemption of the notes and the redemption and payment of dividends. The redemption of the notes was required due to the sale of shares in Capital Square Pte Ltd, a wholly owned subsidiary of Queensley; as well as (ii) Australia and New Zealand Banking Group Ltd, the arranger and British and Malayan Trustees Ltd, the paying agent, bonds trustee and security trustee in respect of Street Square Pte Ltd’s issue of S$462 million (US$373.3m) in aggregate principal amount of 3.02 per cent fixed rate secured bonds due in 2014. Partners Angela Lim, Colin Ong, Hui Choon Yuen, Low Kah Keong, Carol Anne Tan and Christy Anne Lim acted on the matter.