|Allen & Overy Gaikokuho Kyodo Jigyo Horitsu Jimusho has advised Credit Suisse on the issuance of JPY125 billion commercial mortgage backed floating rate notes the first issuance backed by yen property loans for Credit Suisse’s Titan CMBS platform. The highest rated of the notes achieved an AAA/Aaa rating from S&P, Fitch and Moody’s and on issue were priced at 40 basis points over JPY LIBOR. The notes were issued in an international private placement pursuant to Rule 144A and Regulation S of the US Securities Act. The transaction involved the issue of notes by a Japanese godo kaisha (limited liability company), Titan Japan, Series 1 GK, which used the proceeds of the notes to purchase the senior portion of five loans, and one whole loan, each secured on 43 office and retail properties located throughout Japan. The transaction used an A/B loan structure with respect to five of the loans which were split into senior and one or more subordinated pieces.
Clifford Chance has advised Turner Broadcasting, a unit of Time Warner Inc., as international counsel on its equal joint venture with India’s Alva Brothers to launch a general entertainment television channel in India. A team of lawyers from the firm’s Singapore, Hong Kong and Tokyo offices advised Turner, which is a major producer of news and entertainment products around the world. As part of the deal, Turner, which has a long-standing commitment to the fast-growing Indian market, will also acquire a minority stake in Alva Brothers’ production firm Miditech Pvt Ltd., one of India’s leading production houses, including all shares currently held by private equity firm ICICI Ventures.
Clyde & Co has advised Dubai-headquartered Dodsal Resources in connection with the recently executed Production Sharing Agreement between Dodsal’s wholly-owned subsidiary Dodsal Hydrocarbons and Power (Tanzania), the Tanzanian Ministry of Energy and Minerals and Tanzania Petroleum Development Corporation for exploration for oil and gas for the RUVU block in Tanzania.
Drew & Napier advised Autron Corporation Limited (the Group), a mainboard listed company on both the Australian and Singapore Exchange, on their agreements with CEI Contract Manufacturing Limited to divest the Group’s interest and assets of its wholly owned subsidiary, I.C Equipment Pte Ltd, and its 100 percent equity stake in IC Equipment (Shanghai) Co. Ltd, for a total consideration of S$5.1 million. The IC Equipment group was acquired in October 2002 by Autron for S$3 million. Autron said that it is expected to record a gain of about S$1.5 million from the divestment. The sale consideration is made up of 30 percent cash and 70 percent by way of shares in CEI at 18 cents per share. I.C. Equipment Pte Ltd was established as a company in the high technology business of designing, engineering and manufacturing of Electro-Mechanical modules and machines for different segments of the industry.
Freshfields Bruckhaus Deringer has acted for Merrill Lynch as the arranger of an issue by Tian Shan (Development) Holding Limited (the Company), one of the leading property developers in the Hebei province of the PRC, of US$90 million high yield notes and of warrants to subscribe for ordinary shares in the Company. The notes and warrants were privately placed by Merrill Lynch to investors and are not listed.
Freshfields Bruckhaus Deringer has advised Citigroup on the US$144 million Hong Kong IPO and global offering of Dongyue Group on the Hong Kong Stock Exchange which completed on 10 December 2007.
Fried, Frank, Harris, Shriver & Jacobson LLP (in association with Huen Wong & Co.) represented Morgan Stanley Asia Limited and UBS AG in connection with the global offering by Uni-President China Holdings Ltd. The global offering raised initially US$478 million and consisted of an initial public offering and listing of equity shares on the Hong Kong Stock Exchange, and a concurrent 144A/Reg S placement. Uni-President China Holdings Ltd. is a leading manufacturer of food and beverage products in China. It is a spin off of Uni-President Enterprises Corporation, whose shares are listed on the Taiwan Stock Exchange, the largest food and beverage conglomerate in Taiwan.
Gide Loyrette Nouel has advised Vallourec & Mannesmann Tubes (Vallourec) on the sale of 49 percent of the share capital of VAM Holding Hong Kong Limited (VAM HK) to Sumitomo Metal Industries, Sumitomo Corporation and Sumitomo Corporation Hong Kong. VAM HK is a holding company controlling a subsidiary in Mainland China, which operates a plant for threading oil pipes. The investment will enable both Vallourec and Sumitomo to strengthen their respective positions in the seamless pipe business in China and, specifically, in the field of premium joints known as VAM which are used for Chinese oil and natural gas development. GLN’s Beijing and Hong Kong offices collaborated closely to advise Vallourec Group on all aspects of the joint venture in China including corporate governance, anti-trust, tax and customs.
Latham & Watkins LLP is representing CGEN Digital Media Company Limited and its shareholders in a sale of 100 percent of the equity in CGEN to Focus Media Holding Limited (Nasdaq: FMCN) for an upfront cash payment of US$168.4 million and an earnout of up to US$181.6 million in Focus Media shares and cash. CGEN is a leading operator of in-store digital advertising in China and Focus Media is China’s largest digital media group. The transaction is expected to close early in the first quarter of 2008; total deal value US$350 million.
Latham & Watkins is advising Emirates Telecommunications Corp. (Etisalat) on its US$438 million acquisition of a 16 percent share in PT Excelcomindo Pratama Tbk, Indonesia’s third largest telecom operator. The investment includes the purchase of 1.13 billion shares in Etisalat and represents a key part of Etisalat’s international expansion plans into Asia.
Lovells has advised global coordinator, sponsor, bookrunner and lead manager BNP Paribas on one of the first Hong Kong listings of a Vietnamese manufacturer. The Hong Kong IPO of Vietnam Manufacturing and Export Processing (Holdings) Limited, a leading motorbike manufacturer in Vietnam, raised US$110 million in one of the first Hong Kong IPOs by a Vietnamese manufacturer. The offer comprised a Hong Kong public offer and international placing of over 226 million new and sale shares.
Milbank, Tweed, Hadley & McCloy LLP has advised Credit Suisse, DBS Bank and CIMB-GK Securities, as underwriters, in the US$192 million IPO by ARA Asset Management Limited on the Singapore Stock Exchange. ARA’s IPO was the first listing of a dedicated fund manager in Asia.
Milbank, Tweed, Hadley & McCloy LLP has advised Credit Suisse, UBS, Citigroup and Deutsche Bank, as international selling agents and PT Bahana Securities, PT Danareksa Sekuritas and PT Mandiri Sekuritas, as underwriters, in PT Jasa Marga’s US$370 million IPO on the Jakarta Stock Exchange. This was the fourth largest IPO in Indonesia since the Asian financial crisis in 1997-1998 and the only government-linked IPO in Indonesia for the year.
Milbank, Tweed, Hadley & McCloy LLP has represented PT Ciputra Property Tbk, an Indonesian property developer, in connection with its US$230 million IPO on the Jakarta Stock Exchange and Reg S placement.
Milbank, Tweed, Hadley & McCloy LLP advised on the US$250 million IPO of Hap Seng Plantations, the palm oil plantations business unit of Hap Seng Consolidated, one of Malaysia’s large privately owned conglomerates. This IPO was the largest in Malaysia in 2007.
Milbank, Tweed, Hadley & McCloy LLP advised Deutsche Bank, Merrill Lynch and DBS Bank, as underwriters, in the US$143 million IPO of Mercator Lines (Singapore) Limited, a dry bulk shipping company based in Singapore, on the Singapore Stock Exchange.
O’Melveny & Myers LLP recently represented Communication Expert International Investments Limited (Century Man Communication), leading provider of communication distribution frames in China, in its acquisition by ADC Telecommunications, Inc. (ADC), a world leader in providing global network infrastructure products and services that enable the profitable delivery of high-speed Internet, video, data, and voice services to residential, business and mobile subscribers worldwide. Under the equity purchase agreement signed on November 12, 2007, ADC has agreed to acquire Century Man Communication for US$55 million in cash, plus contingent cash payments of up to US$15 million during the 36 months following the close of the transaction, based on meeting agreed upon financial performance metrics. The transaction is expected to close during the next 30 to 60 days, subject to customary closing conditions.
O’Melveny & Myers LLP recently represented CLSA Limited as the placing agent for A-Max Holdings Limited (A-MAX) to place HK$2 billion worth shares to be issued by A-Max to finance the gaming business in Macau under a loan agreement entered into between A-MAX and Ace High Group Limited in August 2007 (the Loan Agreement). A-MAX is a listed company on the Hong Kong Stock Exchange and is principally engaged in manufacturing and trading of LCD and LCD modules, gaming and entertainment business in Macau as well as investment holding. The gross proceeds from the placing are up to HK$2 billion and will be applied as the loan under the Loan Agreement.
Sullivan & Cromwell LLP is representing UBS AG in connection with a number of initiatives by UBS to substantially strengthen its capital position by adding US$17.25 billion of Tier 1 capital. These include agreements to issue US$11.6 billion of new capital in the form of mandatory convertible notes to the Government of Singapore Investment Corporation and an undisclosed strategic investor in the Middle East, and the resale of 36.4 million treasury shares. Sullivan & Cromwell LLP is providing strategic, regulatory, M&A and capital markets advice to UBS.
Watson, Farley & Williams LLP acted for a syndicate of banks led by The Bank of Tokyo-Mitsubishi UFJ, Ltd., Singapore Branch and Bayerische Hypo- und Vereinsbank AG, Singapore Branch (the Lenders) as arrangers in the financing of two 47,000-dwt ice-class products tankers acquired for US$113 million by FSL Trust Management Pte Ltd (FSL), in its capacity as trustee-manager of First Ship Lease Trust (FSL Trust) from two privately-held affiliates of Groda Shipping & Transportation Ltd. The two vessels were immediately leased back to the sellers for a base lease term of 7 years and will continue to be employed under long term contracts of affreightment with Russian state-controlled energy company, OJSC Rosneft Oil Company. These latest acquisitions bring FSL’s fleet size to a total of 18 vessels and were funded by a US$250 million revolving credit facility provided by the Lenders and which had been documented by WFW earlier this year.
UAE Ministry of Finance issues guidance on Economic Substance Regulations
Thirteen topics covered in the guidance that may be of interest to businesses affected by the regulations.
David Miles remembered
We mourn the passing of a remarkable lawyer and dear friend.