Deals – 21 March 2013

Allen & Gledhill has also advised Mapletree Greater China Commercial Trust Management Ltd, as manager of Mapletree Greater China Commercial Trust (MGCCT), and Mapletree Investments Pte Ltd, as MGCCT’s sponsor, in respect of MGCCT’s IPO on the SGX which raised gross proceeds of approximately S$1.68 billion (US$1.34b). MGCCT’s initial portfolio, which comprises properties located in Hong Kong and the People’s Republic of China, is valued at approximately S$4.3 billion (US$3.44b). Partners Jerry Koh, Chua Bor Jern and Teh Hoe Yue led the transaction.

Appleby has acted as Cayman counsel for Xinchen China Power Holdings Ltd in respect of its listing on the HKSE with proceeds of approximately HK$878 million (US$113m). Proceeds from the offering will be used primarily to fund the expansion of production capacity, new product development activities and construction of a new research and development center in Chengdu, Sichuan province. Partner Judy Lee led the transaction whilst Shearman & Sterling advised as to Hong Kong and US law and Jingtian & Gongcheng advised as to PRC law.

AZB & Partners has advised Glatt GmbH in respect of the sale of its 50 percent stake in PAM-GlattPharma Technologies Private Ltd to PAM Indtech Machines Private Ltd, a group company of ACG. Partner Rajendra Baot led the transaction which was signed on 16 February 2013 and was completed on 21 February 2013.

AZB & Partners is advising Ashirvad Pipes Private Ltd and its promoters in respect of the divestment of approximately 60 percent of the equity share capital of Ashirvad Pipes by its promoters and affiliates to Glynwed Holding BV Netherlands, an affiliate of Aliaxis Group SA. Partner Srinath Dasari is leading the transaction which was signed on 13 March 2013 and is yet to be completed.

Clayton Utz is advising SGX-listed Noble Group Ltd in respect of the sale of its 50.1 percent shareholding in Idalia Coal Pty Ltd, held by Noble’s subsidiary Camvill Pty Ltd, to ASX-listed East Energy Resources Ltd. The remaining 49.9 percent shareholding in Idalia held by Majicyl Pty Ltd will also be sold to East Energy. Under the transaction, Noble and Idalia will be issued a total of A$40 million (US$41.5m) worth of new East Energy shares in proportion to their respective shareholdings in Idalia. The transaction values the new combined East Energy and Idalia entity at A$73 million (US$75.8m). Partner Matthew Johnson is leading the transaction.

Clifford Chance is advising Vung Ro Petroleum Ltd in respect of the structuring and legal aspects of the development of the 169,000 bpd Vung Ro Refinery Project in Vietnam’s Phu Yen province. The project, located on the south central coast of Vietnam, will include a deep sea oil terminal and general cargo port. The plant is designed to produce over 7.2 million tons of refined and petrochemical products annually for the fast-growing Vietnamese domestic market as well as for export. Project costs are estimated at over US$3 billion. Vung Ro Petroleum is the first wholly foreign-owned entity to have been granted an investment certificate by the government of Vietnam authorising it to process and produce petroleum and petrochemical products, as well as to store, transport, export and import such products. Vung Ro Petroleum targets project financial close in late 2013, in order to commission the Project in 2016. VILAF will be providing Vietnamese law advice.

Jones Day has represented Arcadian Partners, a socially motivated, for-profit venture focused on building the capacity of rural retail banks in Southeast Asia, in respect of the launch of its first project, Teak Tree Investments. Teak Tree will take stakes in, and provide consulting and capacity-building services to, provincial banks in the Philippines. Teak Tree’s first-round of capital raising attracted a range of European and North American social investors with substantial experience funding micro-finance projects. Partner David Longstaff, assisted by partner Carolyn McNabb, led the transaction which was completed on 21 February 2013.

Jones Day has also advised Morgan Stanley India Company Private Ltd in respect of the US$35 million offer for sale by Adani Agro Private Ltd of shares in Adani Enterprises Ltd. Partner Manoj Bhargava led the transaction whilst Amarchand & Mangaldas & Suresh A Shroff & Co advised as to Indian law.

King & Wood Mallesons is advising HeidelbergCement in respect of its agreement with Holcim to enter into a 50/50 joint venture to control Cement Australia, Australia’s largest cement producer. Under the deal, the companies will balance their interests in the company, with HeidelbergCement purchasing an additional 25 percent stake in Cement Australia from Holcim via its subsidiary Hanson Australia. Partner Adrian Perkins led the transaction which has already been approved by both the ACCC and Foreign Investment Review Board.

King & Wood Mallesons has also advised Melbourne IT in respect of the sale of its Digital Brand Services (DBS) division to US-based Corporation Services Company for A$152.5 million (US$158.24m). The sale price represents a significant growth in the value of the DBS business since it was created in 2008. Realising the intrinsic value of the division, Melbourne IT board made the strategic decision to divest in order to unlock shareholder value. After retiring outstanding debts, Melbourne IT will consider a range of capital management opportunities as a result of the sale. As Australia’s first domain name registration company, Melbourne IT is a world leader in domain registration, website design, email and web hosting. Partners Craig Semple and Nicola Charlston led the transaction.

Latham & Watkins has advised Credit Suisse, Deutsche Bank and HSBC as underwriters in respect of the US$500 million senior secured notes offering by PT Gajah Tunggal Tbk, Southeast Asia’s largest integrated tire manufacturer. The notes have a coupon of 7.75 percent and are due 2018. The firm also advised Credit Suisse, Deutsche Bank and HSBC as the dealer managers on a contemporaneous tender offer of outstanding bonds due 2014 by PT Gajah Tunggal Tbk. Partner Timothy Hia led the transaction.

Shook Lin & Bok LLP acted as Singapore counsel for Bank of America, N.A., Credit Suisse AG, Singapore Branch, JP Morgan Chase Bank N.A., Singapore Branch and UBS AG, Hong Kong Branch (the arrangers) in connection with the refinancing of an existing US$775 million facility to Global A&T Electronics Ltd by way of a financing package involving secured syndicated credit facilities of US$125 million and high yield senior secured notes of an aggregate amount of US$625 million. Partners Marilyn See and Prakash Raja Segaran led the transaction.

Stephenson Harwood has advised Lion Air in respect of the world’s largest ever airline order, comprising of 234 Airbus – A320 and A321 aircraft (including Airbus’ new NEO aircraft) and valued at US$24 billion. The order was formalised at a signing ceremony in Toulouse, overseen by the President of France Francois Hollande. In terms of the number of aircraft ordered, the deal overtakes the previous aviation record (on which the firm also advised) set in 2012 when Lion Air placed an order for 230 Boeing 737 aircraft, including Boeing’s new 737 MAX aircraft, valued at US$21.7 billion. The deal includes purchase option rights for another 150 aircrafts, which would bring the total value of the order to US$35 billion. Global head of aviation Paul Ng led the transaction.

SyCipLaw has acted as Philippine counsel to Deutsche Bank AG, Standard Chartered Bank, The Hongkong and Shanghai Banking Corporation Ltd and UBS AG as joint book-runners and lead managers in respect of the issuance by Petron Corporation of US$750 million undated subordinated capital securities in two tranches. Petron is the Philippines’ largest oil refining and distribution company. The hybrid securities were priced at 7.5 percent a year for the first tranche of US$500 million and 6.551 percent per year for the second tranche of US$250 million, which can be redeemed after 5.5 years and every 6 months thereafter. If unredeemed, Petron will have to pay a step-up rate. Proceeds of the issuance will be used to finance the company’s Refinery Master Plan 2. Partner Vicente D Gerochi IV led the transaction which is said to be the Philippines’ largest offshore issuance of hybrid securities to date.

Weerawong, Chinnavat & Peangpanor has represented Joseph Hsu and Gertjan Tomassen, the management of Bangkok Ranch and a group of investors in respect of the share acquisition in Bangkok Ranch, one of the world’s leading suppliers of premium quality duck meat products. The firm also advised on financing for the transaction from Bangkok Bank and The Siam Commercial Bank. The transaction involved a management buyout (by a consortium of management and a group of investors) and financing through a leveraged buyout, including structuring a shareholders’ agreement among management and investors, advising on the financing and leveraged buyout, and advising on the Share Purchase Agreement (SPA). The SPA mandated restructuring of the seller’s group and spin-off of certain businesses. The transaction is valued at approximately US$190 million and closed on December 2012. Partner Pakdee Paknara led the project team which also included partner Passawan Navanithikul.

Weil is advising Baring Private Equity Asia Ltd in respect of its buyout bid of Chinese tutoring firm Ambow Education Holding Ltd. Baring’s Asia Private Equity Fund V LP offered to purchase Ambow for US$1.46 per ADR, a 44.5 percent premium over the US$1.01 closing price on 14 March 2013. Baring disclosed that it can finance the transaction with its own equity capital.

WongPartnership LLP acted for Ascott Residence Trust Management Limited, as manager of Ascott Residence Trust (ART) in the private placement of 114.9 million new units in ART at an issue price of S$1.305 per new unit to raise gross proceeds of S$150 million. DBS Bank Ltd. and Standard Chartered Securities (Singapore) Pte. Limited were the joint placement agents and underwriters. Managing Partner Rachel Eng and Partners Long Chee Shan and James Choo led the transaction.

WongPartnership LLP acted for the arrangers and syndicate of lenders as transaction counsel, in the S$325 million financing to Millenia Tower Investments Limited (the Borrower) for the re-financing of the Borrower’s outstanding debt and for the Borrower’s general working capital requirements, secured over, Millenia Tower and Millenia Walk, which are office and retail developments in Singapore. Partners Susan Wong and Dorothy Marie Ng led the transaction.