Deals – 20 May 2014

AZB & Partners has advised Xander in respect of its acquisition of 49 percent equity shares of Kapstone Constructions Private Ltd. Partner Hardeep Sachdeva led the transaction which was valued at approximately US$11 million and was completed in March 2014.

Baker & McKenzie has advised The Bank of Tokyo-Mitsubishi UFJ Ltd in respect of its US$12.5 billion loan facility to Suntory Holdings Ltd for the buyout of NYSE-listed premium spirits company Beam Inc. Suntory completed its acquisition of Beam for approximately US$15.8 billion on 30 April 2014. The acquisition creates the world’s third largest premium spirits company. As a result of the transaction, Beam was renamed Beam Suntory Inc. The new company plans to integrate the spirits business of Japan’s Suntory Liquors before the end of this year. Tokyo partners Gavin Raftery and Shinichiro Kitamura led the transaction. Nishimura & Asahi acted as Japanese counsel whilst Cleary Gottlieb Steen & Hamilton acted as US counsel to Suntory Holdings.

Clayton Utz is representing financial services company SFG Australia Ltd in respect of its proposed merger, valued at approximately A$670 million (US$627m), with IOOF Holdings Ltd. The merger will create the third largest advice business in Australia by funds under advice and one of the largest listed wealth management businesses in Australia, with a combined market capitalisation of over A$2.5 billion (US$2.34m). On 16 May 2014, SFG entered into an agreement with IOOF under which IOOF will acquire, via scheme of arrangement, all of the shares in SFG. Subject to shareholder approval, the transaction is expected to complete in August. Corporate partner Jonathan Algar, supported by partner Karen Evans-Cullen, is leading the transaction.

Davis Polk has acted as English and US counsel to Tencent Holdings Ltd in respect of the Rule 144A and Regulation S offering of its US$500 million 2 percent senior notes due 2017 and US$2 billion 3.375 percent senior notes due 2019 under its US$5 billion global medium-term note program. Deutsche Bank AG Singapore Branch, Barclays Bank PLC and JP Morgan Securities plc were the joint global coordinators for the initial takedown under the GMTN program. The firm also advised Tencent in the establishment of the GMTN program, where the underlying documents are governed by English law. The offering marks the largest bond issue by a technology company in Asia, excluding Japan. Based in Shenzhen, Tencent is one of the leading internet service providers in China, providing online messaging, social networking and games through its integrated communications platforms. Partners Eugene C Gregor, John D Paton and Paul Chow led the transaction whilst Maples and Calder advised as to Cayman Islands law and Jun He Law Offices as to PRC law. The dealers and managers were advised by Clifford Chance as to English and US laws and Global Law Office as to PRC law.

Davis Polk has also advised Poly Real Estate Finance Ltd, a wholly-owned subsidiary of Poly Real Estate Group Co Ltd (Poly Real Estate), in respect of its Regulation S offering of US$500 million 5.25 percent guaranteed bonds due 2019. Shanghai Stock Exchange-listed Poly Real Estate is a leading property developer and the largest state-owned real estate company in China. The bonds were guaranteed by Poly Real Estate’s wholly-owned subsidiary Hengli (Hong Kong) Real Estate Ltd and supported by a keepwell deed and an equity purchase undertaking from Poly Real Estate and a keepwell deed from China Poly Group Corp, the parent company of Poly Real Estate. Partner Paul Chow led the transaction. Poly Real Estate was advised by Maples and Calder as to BVI law and DeHeng Law Offices as to PRC law. CITIC Securities Corporate Finance (HK) Ltd and The Hongkong and Shanghai Banking Corp Ltd, the joint global coordinators, joint book-runners and joint lead managers, were advised by Linklaters as to Hong Kong law and ZongHeng Law Firm as to PRC law.

Gide has advised luxury French fashion house SMCP (Sandro, Maje, Claudie Pierlot and Sandro Men) in respect of its acquisition of 100 percent of the share capital in Hong Kong company AZ Retail Ltd, a member of Rue Madame Fashion Group. With this transaction, SMCP reinforces its retail network in Asia where the group already operates 11 points of sales in Mainland China and will open soon its first point of sales in Singapore. Hong Kong partner Gilles Cardonnel led the transaction. The seller was represented by Ginestié Magellan Paley-Vincent, led by Hong Kong-based partner Maëva Slotine, assisted by local law firm Oldham, Li and Nie.

Khaitan & Co has advised RapidValue IT Services Private Ltd in respect of the Series A investment by Helion Venture Partners. The firm also advised the promoters of RapidValue on the purchase of Series A Equity Shares by Helion. The aggregate consideration for primary and secondary investment is approximately US$4.2 million. RapidValue is a provider of end-to-end mobility solutions to enterprises worldwide, offering a range of services in mobility across industry verticals, and has the world’s top brands and Fortune 1000 companies as its clients. It has offices in India and the US. Partner Ganesh Prasad led the transaction.

Khaitan & Co has also advised Lightbox Management Ltd in respect of its acquisition of interest in the portfolio companies Future E-Commerce Infrastructure Private Ltd, Kotak Urja Private Ltd, Zoomin Online India Private Ltd, CE Info Systems Private Ltd, Paymate India Private Ltd and Reverse Logisitics Company Private Ltd from Sheraplo Ventures and Kleiner, Perkins, Caufield and Byers for approximately US$19.2 million. Lightbox, a limited liability company with limited life organised in Mauritius, has received capital commitments of approximately US$32 million from institutional investors for investing in the portfolio companies. The company is amongst one of the first India-focussed companies to complete a secondary portfolio buyout. Partner Siddharth Shah, assisted by partner Bijal Ajinkya, led the transaction.

LNT & Partners has advised Joint Stock Commercial Bank for Foreign Trade of Vietnam – Ho Chi Minh Branch as agent bank and other co-financing lenders, such as Southeast Asia Commercial Joint Stock Bank and Vietnam Export Import Bank, in respect of a credit agreement for lending US$158.7 million by PV Drilling Oversea Company Private Ltd for the purchase of 400 feet of water self-elevating drilling rig PV Drilling VI. PV Drilling Oversea is a joint venture between PetroVietnam Drilling and Well Services Joint Stock Corp and Falcon Energy Group Ltd to invest and operate the oil and gas drilling rig to concretise Vietnam National Oil and Gas Group’s offshore oil and gas operation development strategy. Partner Le Net led the transaction.

Luthra & Luthra has represented Lightspeed Venture Partners and Matrix Partners India in respect of their co-investment with Tiger Global in the e-commerce retail platform “www.limeroad.com”. The investment was made in the Mauritius holding company of the Indian company which owns and operates www.limeroad.com. Lightspeed and Matrix had made an earlier investment in the target company in 2012, in which the firm also acted for the two investors. Partner Deepak Joyce led the transaction. www.limeroad.com was represented by IndusLaw led by Delhi partner Avimukt Dar. Tiger Global was represented by Gunderson Dettmer Stough Villeneuve Franklin & Hachigian led by New York partner Steven Baglio.

Maples and Calder has acted as Cayman Islands counsel to Cheetah Mobile Inc, a Beijing-based security software maker, in respect of its IPO of 12 million American depositary shares (ADSs), each representing ten Class A ordinary shares of the company. The ADSs were priced at US$14 each and were listed on the NYSE. The offering, which closed on 13 May 2014, raised approximately US$168 million. Cheetah is a leading mobile internet company with approximately 362 million monthly active users as of March 2014. Morgan Stanley & Co International plc and JP Morgan Securities LLC acted as joint book-runners for the IPO. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell advised the underwriters.

Maples and Calder has also acted as Cayman Islands counsel to Sunfonda Group Holdings Ltd, a Cayman Islands company, in respect of its approximately HK$542 million (US$69.92m) IPO and listing of 150 million shares with a par value of US$0.0001 each on the HKSE. The shares, which started trading on 15 May 2014, were offered at HK$3.61 (US$0.46) each. Sunfonda is one of the largest luxury automobile dealership groups in the western region of the People’s Republic of China. JP Morgan Securities (Asia Pacific) Ltd and Guotai Junan Securities (Hong Kong) Ltd acted as joint global coordinators. Partner Jenny Nip led the transaction whilst Clifford Chance acted as Hong Kong counsel. Freshfields acted for the underwriters.

Rajah & Tann has acted as Singapore counsel to TML Holdings Pte Ltd in respect of a US$300 million bond offering. TML Holdings, the holding company for Jaguar Land Rover Automotive plc, is a wholly-owned subsidiary of India’s largest automobile manufacturer Tata Motors Ltd. The Mumbai-based company’s latest offering marks its first US dollar denominated bond issuance in the international debt capital markets. Australia and New Zealand Banking Group Ltd, Merrill Lynch (Singapore) Pte Ltd, Citigroup Global Markets Singapore Pte Ltd and The Hongkong and Shanghai Banking Corp Ltd Singapore Branch acted as joint lead managers for the issue. Partners Abdul Jabbar Bin Karam Din and Lee Xin Mei led the transaction. Herbert Smith Freehills advised the joint lead manager, trustee and agents as to English law.

Rajah & Tann has also advised SGX-ST Mainboard-listed Koh Brothers Group Ltd (KBGL) in respect of the establishment of its S$250 million (US$200m) multicurrency medium term note programme on 12 May 2014. KBGL, an investment holding company headquartered in Singapore, has operations in construction and building materials, real estate and leisure and hospitality. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction. The Hongkong and Shanghai Banking Corp Ltd, the arranger and dealer of the notes, was advised by Allen & Gledhill.

Shearman & Sterling has advised Morgan Stanley & Co International plc, Credit Suisse Securities (USA) LLC and China Renaissance Securities (Hong Kong) Ltd as the underwriters in respect of the US$72 million IPO on the Nasdaq Stock Exchange of Tuniu Corp, a leading online leisure travel company in China. Tuniu offers a large selection of packaged tours, including organised tours and self-guided tours, as well as travel-related services for leisure travellers through its website tuniu.com and mobile platform. Partners Matthew Bersani, Shuang Zhao, Russell Sacks and Larry Crouch led the transaction.

Shearman & Sterling has also represented CNPC General Capital Ltd (CNPC Capital) in respect of its Rule 144A/ Regulation S bond offering listed on the HKSE, including the US$750 million guaranteed senior floating rate notes due 2017 and the US$750 million 2.75 percent guaranteed senior notes due 2019, which will be irrevocably and unconditionally guaranteed by CNPC Finance (HK) Ltd. CNPC Capital is a wholly-owned subsidiary of China National Petroleum Corp (CNPC), one of China’s key state-owned enterprises and its largest oil and gas producer and supplier, based on production and sales volume. Partners Matthew Bersani, Philip Urofsky and Lorna Chen led the transaction.

Shook Lin & Bok has acted for Yanlord Land Group Ltd in respect of its listing and quotation of S$400 million (US$319.7m) 6.2 percent fixed rate senior notes due 2017 on the SGX-ST. DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd and Standard Chartered Bank are the joint book-runners and joint lead managers for the notes offering. Partners Gwendolyn Gn and Marilyn See led the transaction.

Sidley Austin has advised Dymon Asia Capital in respect of a venture with Temasek which has seen the Singapore investment company become a minority stakeholder in the Singapore-based alternative investment management firm. Under the agreement, Dymon Asia Capital has received a commitment worth US$500 million from Temasek to start a hedge fund multi-strategy platform. Partners Han Ming Ho and Greg Salathe led the transaction.

Walkers has acted as BVI counsel to China Cinda Asset Management Co Ltd in respect of the US$1 billion 4 percent guaranteed senior notes due 2019 and US$500 million 5.625 percent guaranteed senior notes due 2024, both unconditionally and irrevocably guaranteed by Well Kent International Investment Company Ltd. Partner Kristen Kwok led the transaction.

Weil, Gotshal & Manges has advised Suez Environnement, Europe’s second-biggest water company by market value, in respect of the sale by Sino-French Holdings Hong Kong Ltd (SFHHKL), its joint venture with NWS Holdings Ltd (629), of its stake in Cia de Electricidade de Macau, the city’s power provider, to a Chinese state-owned company for US$612 million. Sino-French Holdings will sell its 90 percent holding of Sino-French Energy Development Co, which owns a 42.2 percent stake in Macau Power, plus shareholder loans to a unit of Nam Kwong Group Co. The sale gives China’s government a stake in the power provider to Macau, the only city in the nation where casino gambling is legal. NWS, the transportation unit of Hong Kong billionaire Cheng Yu-tung’s New World Development Co (17), said the disposal will allow its venture to focus on the water industry. Sino-French Holdings also granted an option to a company owned by gambling tycoon Stanley Ho pledging to buy a 9 percent stake in Macau Power from Ho’s company. Provided Ho’s company exercises the option, Sino-French Holdings will retain a 3.8 percent stake in Macau Power whilst NWS will book a HK$1.5 billion (US$193.5m) gain on the transactions. Asia managing partner Akiko Mikumo and Hong Kong corporate partner Henry Ong led the transaction. Clifford Chance, led by partner Cherry Chan, advised NWS Holdings Ltd.

White & Case has advised Industrial and Commercial Bank of China (ICBC) and Bank of China (BOC) in respect of the €550 million (US$754.3m) syndicated senior secured loan to Millennium Gain Ltd, a wholly-owned subsidiary of Fosun International Ltd, the largest private-owned conglomerate in China. The loan supports Fosun’s €1 billion (US$1.37b) majority acquisition of the insurance arm of Portugal’s largest state-owned bank, Caixa Ceral de Deposits. The transaction is one of the largest deals ever completed by a Chinese non-state owned entity. Fosun purchased 80 percent of the share capital and voting rights in each of the wholly-owned subsidiaries of Caixa’s insurance arm, making this the largest acquisition the group has made outside China. The assets purchased include Fidelidade, the leading life and non-life insurance market operator in Portugal, health insurer Multicare and Cares, a travel and transport insurer. Hong Kong-based partner Baldwin Cheng and Beijing-based partner David Li led the transaction.

WongPartnership has acted for Perennial 111 Somerset Pte Ltd in respect of the refinancing of existing loans of AREIF (Singapore I) Pte Ltd and financing, inter alia, AREIF’s additions and alterations works in relation to TripleOne Somerset, a 17-storey office-and-retail building located on Somerset Road in Orchard, Singapore. Partners Christy Lim and Carol Anne Tan led the transaction.