Deals – 21 December 2006

Baker & McKenzie recently advised the Manager of Champion REIT on Champion REIT’s issue of HK$765 million 4.4-year convertible bonds. The deal marks the first time a Hong Kong REIT has issued convertible bonds in the market, and is understood to be the first issue of convertible bonds by a REIT in Asia, excluding Japan. Proceeds from the convertible bond issue will be used to finance in part the purchase by Champion REIT of three more floors and three car park spaces in Citibank Plaza from Kerry Properties for a total consideration of HK$994.6 million, with the balance of the price payable in units of Champion REIT.

Paul, Hastings, Janofsky & Walker has successfully represented The Tokyo Electric Power Company, Incorporated in its successful bid, together with Marubeni Corporation, to acquire Mirant Corporation’s power generation business in the Philippines. Mirant is selling its ownership interests in the Pagbilao, Sual and Ilijan power plants, with a total combined capacity of 2,203MW. The purchase price of approximately US$3.42 billion plus working capital represents one of the largest M & A energy transactions in Asia in recent years.

Herbert Smith has advised BNP Paribas and UBS, the joint global coordinators on the initial public offering (IPO) of Shanghai Jin Jiang International Hotels (Group) Company Limited. Jin Jiang sold 1.1 billion shares and raised HK$2.4 billion (US$311 million). The offering is a milestone as it is the first time a Chinese hotel operator has listed in Hong Kong. Jin Jiang is the largest hotel operator in Mainland China and the largest Asian-owned hotel group. The IPO’s retail tranche was more than 380 times subscribed. The company also sold a tranche worth US$30 million to a company controlled by strategic investor Starwood Capital Group Global LLC, which owns and operates a number of international hotel chains including Sheraton, St Regis and Westin. Bank of China Group Investment Limited and a company owned by Bank of East Asia chairman, David Li, each invested US$20 million.

Baker & McKenzie.Wong & Leow recently advised the Hong Kong Park Hotel Group on its acquisition of two properties – the Sheraton Wuxi Hotel and Towers and the Wuxi Garden City Mall in Wuxi, the People’s Republic of China and the Grand Plaza Parkroyal Hotel at Coleman Street, Singapore. Singapore-Wuxi Investment Holdings, a subsidiary of SembCorp Industries, entered into a conditional sale & purchase agreement to transfer its stake in Wuxi Garden City Mall Hotel Co. Ltd to Park Hotel Strategic Investments Limited.

Cleary Gottlieb represented the initial purchasers, led by UBS and Cazenove, in the HK$2.19 billion Reg S/Rule 144A initial public offering of ordinary shares of Zhaojin Mining Industry Company Limited. The global offering included a Hong Kong public offering with a listing on the Stock Exchange of Hong Kong and an offering to institutional investors elsewhere in the world. The global offering of ordinary shares closed today. Zhaojin is one of China’s leading gold producers, with exploration, mining, ore processing and smelting operations based in Shandong province in northern China.

Herbert Smith has advised JP Morgan as joint underwriter and placement agent on the US$240 million zero coupon convertible bond offering for Macau casino operator Galaxy Entertainment Group. The offering of zero coupon bonds with a five-year maturity was launched on 5 December and was successfully closed on 14 December 2006. The transaction involved a private placement of notes to selected investors in the United States, alongside an underwritten offering of notes outside the United States, with JP Morgan and Merrill Lynch acting as underwriters and placement agents. The net proceeds of the issue will be primarily used to fund the expansion of the Group’s flagship project — the Cotai Mega Resort — that is scheduled to open in 2008. The remaining proceeds will be used for working capital. Approval has been obtained for the shares of Galaxy issuable upon conversion of the bonds to be listed on the Stock Exchange of Hong Kong.

Freshfields Bruckhaus Deringer acted as Hong Kong and US counsel to China Communications Construction Company Limited on its initial public offering and listing on the Hong Kong Stock Exchange, which completed today. The Company sold 3.5 billion H shares, or 24.5 percent of its enlarged share capital. The IPO was priced at the top of the range and total proceeds from the IPO were US$2.1billion, and could rise to US$2.4 billion if the over-allotment option is exercised in full. BOC International, Merrill Lynch and UBS acted as the joint global coordinators, joint bookrunners, joint sponsors and joint lead managers on the IPO.

Skadden, Arps, Slate, Meagher & Flom represented Mirant Corporation, a marketer of wholesale electricity and natural gas and an operator of power plants, in its US$3.4 billion sale of Mirant Asia-Pacific Limited (the largest independent power producer in the Philippines) to The Tokyo Electric Power Company, Incorporated (Japan) and Marubeni Corporation (Japan), a general trading company and conglomerate.

Latham & Watkins advised the TEPCO/Marubeni consortium – comprising The Tokyo Electric Power Company Incorporated and Marubeni Corporation – on its winning bid to acquire Mirant Asia Pacific Limited in a deal that values the company at US$3.4 billion. Tokyo Electric, Japan’s largest power company, and Marubeni, an international power developer with over a century of experience in the Philippines, will each buy a 50 percent stake in Mirant Asia Pacific, whose unit Mirant Philippines is the biggest independent power producer in the Philippines. The two companies were the successful bidders in a highly competitive auction process conducted by Mirant and its financial advisor, Credit Suisse. The deal is the largest energy M & A transaction in the Asia Pacific region.

Sidley Austin acted as U.S. counsel to the initial purchasers JPMorgan and UBS in connection with Greentown China Holdings Limited’s (Greentown) issuance of its US$400 million 9 percent Senior Notes due 2013, including “high yield” covenants, pursuant to Regulation S and Rule 144A.

Herbert Smith has advised Alfa-Bank, Russia’s largest privately-owned bank, as financial adviser to AgromashHolding B.V. on Agromash’s conditional acquisition of Dunham-Bush (Malaysia) Berhad from the Berjaya group for RM 199,662,449. The target company Dunham-Bush is listed on Malaysia’s second board and is one of the leading manufacturers of heating, refrigeration and air conditioning equipment for commercial, industrial and institutional applications. As well as its Malaysian operations, Dunham-Bush has businesses in the United Kingdom, the United States and China as well as in numerous other countries. The Agromash group is one of the largest producers of machinery in Russia and is ultimately owned by the Russian entrepreneur Mikhail Bolotin.

Skadden, Arps, Slate, Meagher & Flom represented Fortress Investment Group LLC, a private equity firm, in its US$888 million sale of a 15 percent stake to Nomura Holdings, Inc. (Japan), the holding company for brokerage firm Nomura Securities International, Inc.

Freshfields Bruckhaus Deringer has advised on the initial public offering (IPO) by China Coal Energy Company Limited (China Coal Energy), China’s second largest coal enterprise by 2005 revenues, on its listing on the Hong Kong Stock Exchange which completed today. China Coal Energy sold 3.25bn H shares, or 29 percent of its enlarged share capital. Priced at the top of its marketed range, this IPO raised US$1.7 billion, and total proceeds could increase to US$2 billion if the over-allotment option is exercised in full. Freshfields Bruckhaus Deringer acted as counsel to the underwriters on this IPO, led by China International Capital Corporation, Citigroup and Morgan Stanley.

Latham & Watkins LLP acted as international counsel to the issuer, Empire Capital Resources Pte. Ltd., and the guarantor, PT Berau Coal, in connection with the US$325 million senior secured notes offering. The offering comprises US$225 million 9.375 percent senior secured fixed rate notes due 2011 and US$100 million of senior secured floating rate notes due 2011.

Baker & McKenzie recently advised China Coal Energy Company Limited, as Hong Kong and US law counsel, on its US$1.69 billion (HK$13.15 billion before exercise of the over-allotment option) global offering. The H-shares will commence trading on the Hong Kong Stock Exchange on 19 December 2006. China Coal Energy is the second largest coal enterprise in China based on its 2005 revenue and also one of the largest coal suppliers in China. Its parent company, ChinaCoal Group, is the largest coal exporter in China. China Coal Energy is an integrated coal enterprise with coal production, sales and trading as its core business. Besides, it operates one of China’s largest coking operations not affiliated with a steelmaker and also owns China’s largest coal mining equipment manufacturing operations in terms of revenue.

Freshfields Bruckhaus Deringer has advised Bank of China on its acquisition of the entire issued share capital of Singapore Aircraft Leasing Enterprise (SALE), the largest aircraft leasing company based in Asia for US$965 million, which was completed on Friday 15 December 2006. Headquartered in Singapore, SALE is the largest aircraft leasing company based in Asia. SALE owns a fleet of 63 aircraft and manages 14 aircraft on behalf of third parties. In addition, SALE has firm orders for another 28 aircraft, and options and purchase rights to acquire 20 additional aircrafts. SALE’s fleet is one of the youngest in the industry with an average age of 3.5 years. More than 70 per cent of the fleet comprises the highly-popular narrow-body Boeing Next-Generation B737 and Airbus A320 aircraft. SALE has a diversified customer base in 20 countries across six continents. As of 30 September 2006, SALE’s total assets amounted to US$3.1 billion and equity amounted to US$535 million.

Simmons & Simmons has advised BOCI Asia Limited, Merrill Lynch Far East Limited and UBS AG (as joint global coordinators, joint bookrunners, joint lead managers and joint sponsors) on the HK$18.5 billion (US$2.37 billion) listing of China Communications Construction Company Limited. It is the largest IPO outside the major bank listings in 2006. China Communications Construction, the mainland’s largest port builder, has issued 3,500,000,000 H shares, with an aggregate of 525,000,000 H shares over-allotment option exercised in full, in Hong Kong. It is the most popular IPO in terms of subscription amounts from professional investors since Industrial and Commercial Bank of China (ICBC) listed earlier this year.

Skadden, Arps, Slate, Meagher & Flom represented Toshiba Corporation (Japan) in the US$179 million sale of its stake in Toshiba-EMI Limited (a seller of music production equipment and computer software), Toshiba’s joint venture with EMI Group plc (a distributor of music content and a music publisher in the United Kingdom), to EMI Group.

Cleary Gottlieb is representing a consortium of investors, including funds controlled by long-standing client Texas Pacific Group, Canadian private equity group, Onex Corporation, Australian infrastructure fund, Allco Finance and Macquarie Bank Limited, in their proposed acquisition of Qantas Airways Limited. The A$11.1 billion (US$8.75 billion) acquisition of the Australian flagship carrier, which is one of the world’s most profitable airlines, is by far the largest such transaction in Australian history and one of the largest ever aviation deals globally. Valuing Qantas at A$5.60 per share, the deal represents a premium of 33 percent over Qantas’ closing share price on November 6, 2006, the day before speculation about the offer began.

Allen & Overy has advised the shareholders of Singapore Aircraft Leasing Enterprise Private Ltd. (SALE) on the US$965 million transfer of SALE to Bank of China Limited. Bank of China Limited has paid US$965 million in cash to acquire 100 percent of the shares of SALE and US$2.28 billion of debt remains in place. The shareholders were Singapore Airlines Limited (35.5 percent), WestLB AG (35.5 percent), Apfarge Investments Pte Ltd (an investment vehicle of GIC Special Investments Pte Ltd) (14.5 percent) and Seletar Investments Pte Ltd (a wholly owned subsidiary of Temasek Holdings (Private) Limited) (14.5 percent).