Deals – 20 June 2013

AZB & Partners has advised International Finance Corporation (IFC), an international organization established by Articles of Agreement among its member countries, including the Republic of India, in respect of a total rupee denominated loan of INR150 million (US$ 2.5m) extended to Snowman Logistics Ltd, an India company engaged in providing temperature controlled services for both long distance transportation and retail distribution to individual retail hubs, to finance Snowman’s construction of cold storage warehouses. Partner Gautam Saha led the transaction which was completed on 24 May 2013.

AZB & Partners is also advising Daiwa Asset Management (India) Private Ltd (DAMC) in respect of the transfer of trusteeship, management and administration of the schemes of the Daiwa Mutual Fund from DAMC and Daiwa Trustee Company (India) Private Ltd to SBI Funds Management Private Ltd and SBI Mutual Fund Trustee Company Private Ltd, the asset management company and trustee company of SBI Mutual Fund. Partner Alka Nalavadi is leading the transaction which was signed on 17 May 2013 and is yet to be completed.

Clifford Chance has advised Macquarie Everbright Greater China Infrastructure Fund LP (MEGCIF) in respect of its RMB271.25 million (US$44.25m) investment in a wholly-owned subsidiary of SGX-listed Hengyang Petrochemical Logistics Ltd. Hengyang is a leading logistics service provider primarily engaged in the storage and transportation of liquid petrochemicals in China. The proceeds will be used to fund the Group’s business expansion along the Yangtze River and corporate restructuring exercise, including a buyback of a 40 percent equity interest in its two subsidiaries in Wuhan and Chongqing. Following completion of the investment, MECGIF will own 35 percent of the issued share capital of Hengyang Holding Pte Ltd, the 100 percent owner of the Group’s subsidiaries after the planned corporate restructuring. Partner Lee Taylor led the transaction.

J Sagar Associates has advised Milltec Machinery Private Ltd, Milltec Industries Private Ltd, Milltec Outsourcing Private Ltd, MS Sorters Private Ltd (Milltec Group) and the continuing promoters of the Milltec Group in respect of the acquisition of 50 percent of the shareholding of the Milltec Group by Mauritius-based Multiples Private Equity Fund and Multiples Private Equity Fund I Ltd from the outgoing promoters of Milltec Group. The Milltec Group is based in Bangalore and is engaged in the development of technology and machinery for rice milling, roller flour milling, maize (corn) milling and agro processing plants. The transaction involved a pay out of INR250 crores (US$425.7m) to the outgoing shareholders. The firm also advised the Milltec Group and the continuing promoters in respect of the documentation for availing a debt of INR35 crores (US$5.96m) from L&T Finance Ltd. Partners Sajai Singh and Gerald Manoharan led the transaction.

Jones Day has advised Cooper Tire & Rubber Company in respect of the execution of a definitive merger agreement with Apollo Tyres Ltd, under which a wholly-owned subsidiary of Apollo will acquire Cooper in an all-cash transaction valued at approximately US$2.5 billion. Under the terms of the agreement, which has been unanimously approved by the boards of directors of both companies, Cooper stockholders will receive US$35 per share in cash. The transaction represents a 40 percent premium to Cooper’s 30-day volume-weighted average price. Partners Lyle Ganske and Peter Izanec led the transaction.

Maples and Calder has acted as Cayman Islands counsel to LightIntheBox Holding Co Ltd (LightIntheBox), a Beijing-based online retail company, in respect of its IPO on the NYSE. It is expected to raise approximately US$78.9 million and become the first Chinese company to list in the US since November last year. LightInTheBox is a global online retailer that delivers a wide selection of lifestyle products directly to consumers around the world. Partner Greg Knowles led the transaction whilst Simpson Thacher Bartlett acted as US counsel. Credit Suisse and Stifel, the joint book-runners for the IPO, were advised by Kirkland & Ellis as to US law.

Paul Hastings has represented BOCOM International (Asia) Ltd and Macquarie Capital Securities Ltd (MCSL) as the joint sponsors, BOCOM International Securities Ltd (BISL) and MCSL as the joint global coordinators, and BISL, First Shanghai Securities Ltd, GF Securities (Hong Kong) Brokerage Ltd and MCSL as the joint bookrunners and joint lead managers, in respect of Wuzhou International Holdings Ltd’s US$178 million global IPO and listing on the Main Board of the HKSE. Wuzhou International is a Jiangsu-based property developer and a leader in the development and operation of specialised wholesale markets in China. The proceeds from the offering will be used to finance land acquisition, construction and development of projects, as well as for working capital and other general corporate purposes. Partners Raymond Li, Catherine Tsang, Neil Torpey and Zhaoyu Ren led the transaction whilst Walkers, led by Denise Wong, acted as Cayman Islands counsel.

Paul Hastings has also represented Lotte Chemical Corporation, a member company of the Lotte Group and previously known as Honam Petrochemical, in respect of securing a complete dismissal with prejudice of a complex international intellectual property dispute in the United States District Court for the Middle District of Alabama Northern Division. The dismissal eliminates the threat of a monetary judgment against Lotte and represents a full victory for the company. In February 2012, American Structural Needling Company brought suit against DACC Co Ltd, Lotte and DACC-Aerospace Co Ltd, claiming breach of contract, violations of trade secret law, fraud, interference with contractual and business relations, and conspiracy in a complex multi-party international dispute. In June 2012, the firm filed a motion to compel arbitration and stay proceedings pending arbitration of the dispute under the auspices of the International Chamber of Commerce in an arbitration seated in Seoul, Korea. On 7 January 2013, the US District Court granted Lotte’s motion and on 6 June 2013, the US District Court dismissed the case with prejudice without arbitration. Jeffrey Randall, Jong Han Kim, Jeffrey Pade and Joseph Profaizer led the advisory team.

Rajah & Tann is advising SGX-ST Main Board-listed United Engineers Ltd in respect of its proposed renounceable underwritten rights issue of up to approximately 326.6 million ordinary shares in the capital of the company to raise gross proceeds of up to S$489.9 million (US$389.9m). The issue is managed by the Oversea-Chinese Banking Corporation Ltd (OCBC) and jointly underwritten by OCBC, United Overseas Bank Ltd and The HongKong and Shanghai Banking Corporation Ltd Singapore Branch. Partners Goh Kian Hwee, Serene Yeo and Grace Chia are leading the transaction which was announced on 11 June 2103 and is yet to be completed. Lee & Lee is advising the joint underwriters.

Rodyk & Davidson has acted for LVND Investments Pte Ltd, formerly known as LVND Development Pte Ltd, in respect of the purchase of Hotel Windsor from Ho Bee Developments Pte Ltd (Ho Bee), a subsidiary of Ho Bee Investment Ltd, for S$163 million (US$129.7m). Hotel Windsor, formerly known as Great Eastern Hotel, is a freehold property sitting on land with an area of approximately 54,418 sq ft with a gross floor area of approximately 155,033 sq ft. It comprises a 225-room hotel, with a commercial retail space of approximately 45,000 sq ft. This deal involves a leaseback of the hotel component to Ho Bee and the entry into a management agreement with Ho Bee for the provision of management services for the commercial retail space of the property, which is unusual for non-REIT purchasers. Partner Norman Ho, supported by partner Lee Chau Hwei, led the transaction.

Shook Lin & Bok has advised Oxley Holdings Ltd in respect of its establishment of a S$300 million (US$238.7m) multicurrency medium term note programme and the issue of S$150 million (US$119.43m) fixed rate notes due 2017 (the Series 1 Notes) under the programme. Partner Marilyn See led the transaction. Allen & Gledhill, led by partner Margaret Chin, advised United Overseas Bank Ltd (UOB) in respect of the issue.

Sullivan & Cromwell has represented Apollo Tyres Ltd (India) in respect of its US$2.5 billion acquisition of Cooper Tire & Rubber Company (US). The transaction was announced on 12 June 2013. Partners Scott D Miller, Jay Clayton, Presley L Warner and Juan Rodriguez led the transaction.

Sullivan & Cromwell is also representing China Mengniu Dairy in respect of its proposed acquisition of Yashili International for approximately US$1.7 billion. Partners Kay Ian Ng and Gwen Wong led the transaction which was announced on 18 June 2013. The firm, led by Garth Bray, also advised on the US$1.7 billion facility arrangement.

SyCipLaw has advised Eagle Cement as issuer and the noteholders, consisting of Standard Chartered Bank, China Banking Corporation, Development Bank of the Philippines, PNB Capital and Investment Corporation, Union Bank of the Philippines, Metropolitan Bank and Trust Company, Security Bank Corporation and United Coconut Planters Bank, in respect of Eagle Cement’s Php4.5 billion (US$1.4.38m) secured fixed rate notes facility. Eagle Cement is a 100 percent Filipino company engaged in the manufacture and distribution of cement. Its production facility is one of the most modern in the country with a capacity of 1.5 million metric tons of cement per year. The transaction represents Eagle Cement’s first corporate notes issuance which is intended to fully pay an existing loan facility. The securities used to secure the payment and other obligations under the notes facility were substantially the same as the securities used to secure the payment of the existing loan facility. Partners Mia G Gentugaya and Vicente D Gerochi IV led the transaction.

SyCipLaw has also advised Mercury Media Holdings Ltd in respect of the purchase of Philippine Depositary Receipts (PDRs) issued by ABS-CBN Holdings Corporation from Marathon Asset Management. The purchase, which closed in May 2013, cost approximately Php2.3 billion (US$53.4m). Each PDR is backed-up by one common share in ABS-CBN Corporation (ABS-CBN) owned by and registered in the name of the issuer. Each PDR grants the holder the right to the delivery or sale of the underlying share; additional PDRs or adjustment to the terms of the PDRs upon the occurrence of certain events; and distributions of cash in respect of cash dividends relating to the underlying share. Mercury Media Holdings Ltd is an affiliate company of The Capital Group of Companies, one of the world’s largest investment management organisations. ABS-CBN, on the other hand, is one of the Philippines’ leading information and entertainment multimedia conglomerates. The sale and purchase of the PDRs was effected as a special block sale on the Philippine Stock Exchange. Partner Mia G. Gentugaya led the transaction.

White & Case has advised the mandated lead arrangers, consisting of Australia and New Zealand Banking Group Ltd, Citigroup Global Markets Asia Ltd, Credit Suisse AG Singapore Branch, DBS Bank Ltd, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, JPMorgan Chase Bank NA, acting through its Hong Kong branch, Mizuho Corporate Bank Ltd and Morgan Stanley Asia Ltd, and Citicorp International Ltd, as agent and security agent, in respect of a new US$8 billion bank facility to Alibaba Group Holding Ltd, China’s e-commerce giant. The funds are in part for Alibaba to refinance its existing financings from 2012. Partner John Hartley, supported by partners Eugene Man and John Shum, led the transaction. Walkers acted as Cayman and BVI counsel and King & Wood Mallesons as PRC counsel to the banks. Freshfields acted as international counsel to the borrower whilst Maples and Calder acted as Cayman and BVI counsel.

Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has advised Paramount Corporation Berhad (PCB) in respect of its issuance of RM200 million (US$63.46m) perpetual bonds and RM350 million (US$111m) sukuk ijarah by KDU University College Sdn Bhd (KDUUC), a subsidiary of PCB. The relevant issuance programmes were arranged by Hong Leong Investment Bank Berhad, OCBC Bank (M) Bhd and RHB Investment Bank Bhd as joint principal advisers, arrangers and lead managers. PCB is the first non-government-linked company in Malaysia to issue perpetual bonds. Partner Mark Lim led the transaction.

WongPartnership is acting for DBS Bank, Standard Chartered Bank and UBS AG, as the joint book-runners and underwriters, in respect of an equity fund raising exercise by Ascendas Hospitality Trust (A-HTRUST), comprising a private placement of approximately 162 million units of new stapled securities and a preferential offering of approximately 64.4 million units of new stapled securities to raise approximately S$200 million (US$159m) to partially fund the S$300 million (US$238.7m) acquisition of Park Hotel Clarke Quay. Partners Rachel Eng, Colin Ong and Monica Yip led the transaction.

WongPartnership has also acted for Credit Suisse (Singapore) Ltd and Merrill Lynch (Singapore) Pte Ltd as joint book-runners, lead managers and underwriters, and DBS Bank Ltd, as co-manager, in respect of the issue of S$650 million (US$517.6m) convertible bonds by CapitaLand Ltd due 2020. Partner Hui Choon Yuen led the transaction.