Deals – 21 November 2013

Allen & Gledhill has also advised SEA9 Pte Ltd, an indirect subsidiary of The Headland Private Equity Fund 6 LP advised by Headland Capital Partners Ltd, in respect of the proposed S$445.6 million (US$357.7m) acquisition of all the issued and paid-up ordinary shares in the capital of Kreuz Holdings Ltd by way of a scheme of arrangement. Kreuz is one of the world’s leading providers of subsea construction and installation services and inspection, repair and maintenance services for the offshore oil and gas industry. Partners Song Su-Min, Daren Shiau and Kok Chee Wai led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has advised Mitsubishi Heavy Industries Ltd (MHI) and Hitachi Ltd (HL) in respect of securing approval from the Competition Commission of India for the integration of MHI and HL’s thermal power generation systems by transferring their respective businesses in these fields to a new joint venture called MH Power Systems Ltd. MHI and HL shall hold an equity interest in the ratio of 65:35 in the JV company which they will jointly manage. The global JV required a merger filing in India on account of MHI and HL’s presence, through their various subsidiaries and JVs, in India. The proposed transaction is awaiting approvals from the competition authorities of other countries. Partner Nisha Kaur Uberoi led the transaction which is expected to close by February 2014. Nishimura & Asahi and Mori Hamada & Matsumoto acted as Japanese counsel for MHI and HL, respectively.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised Etihad Airways PJSC and Jet Airways (India) Ltd in respect of securing the approval of their merger filing with the Competition Commission of India (CCI). Etihad is proposing to acquire a non- controlling stake of 24 percent valued at US$ 379 million in Jet Airways. Etihad and Jet Airways have also entered into an agreement to realise various efficiencies and synergies, including lower administrative costs, sharing of joint resources, better customer service and efficient administration of their respective businesses. The transaction will enable Etihad to expand its presence in India’s domestic sector whilst it provides Jet Airways with access to a wider international network. Partners Nisha Kaur Uberoi and Cyril Shroff led the transaction which is expected to close in two weeks.

AZB & Partners has advised TPG Growth in respect of TPG Group’s acquisition of approximately 23 percent of shares in Sutures India Private Ltd from the promoters by way of share purchase for approximately INR1.4 billion (US$22.54m). Partners Abhijit Joshi, Vivek Bajaj and Nandish Vyas led the transaction which was completed on 21 August 2013.

Baker & McKenzie is advising the New South Wales Government in respect of granting approval for Crown’s/Packer’s proposed A$1.5 billion (US$1.4b) development at Barangaroo. The 70-floor resort is expected to include 350 six-star hotel rooms, 80 luxury apartments, celebrity chef restaurants, at least 120 tables and 10 private VIP gaming saloons. As part of the deal, Crown is banned from offering poker machines and its overall gaming space will be restricted to 20,000sq m. Locals will only be able to play if they are approved to join a Crown membership club. Partners David Holland, assisted by partners Howard Fraser; Geoff Wood and Sebastian Busa, is leading the transaction. Ashurst is advising Crown.

Clayton Utz has acted for transport, infrastructure and logistics company Asciano in respect of its recent acquisition of the Newcastle-based bulk haulage and logistics services group Mountain Industries. The acquisition will support Asciano’s development of its pit to port logistics capability in key resources and export markets. Partner Simon Brady and special counsel Simone Whetton led the transaction.

Clifford Chance has advised BOC International, CITIC Securities, JP Morgan, Morgan Stanley and UBS as joint global coordinators in respect of of Huishang Bank Corp’s US$1.19 billion listing on the HKSE. Huishang Bank, a regional bank based in the eastern Chinese province of Anhui, sold a total of 2.61 billion H-shares priced at HK$3.53 (US$0.455) each which started trading on 12 November 2013. Partners Tim Wang, Cherry Chan and Jean Thio led the transaction which is reportedly the biggest IPO in Hong Kong by a regional bank in the past three years.

Davis Polk has advised a subsidiary of COFCO (Hong Kong) Ltd in respect of the Regulation S offering of US$500 million 3 percent guaranteed notes due 2018 and US$500 million 4.625 percent guaranteed notes due 2023. The debt securities are guaranteed by COFCO Hong Kong and benefit from a letter of support from COFCO Corporation (COFCO). COFCO is a PRC state-owned enterprise and under the purview of the State-owned Assets Supervision and Administration Commission of the State Council. COFCO is one of the largest diversified products and services suppliers in the agribusiness and food industries in China. COFCO Hong Kong is the flagship subsidiary of COFCO and the primary platform for executing its overseas business strategy. Partners Eugene C Gregor, Paul Chow, Antony Dapiran and Jonathan Cooklin led the transaction whilst Harney Westwood & Riegels advised as to British Virgin Islands law. The Hongkong and Shanghai Banking Corporation Ltd, JPMorgan Securities plc, UBS AG Hong Kong Branch, BOCI Asia Ltd, Industrial and Commercial Bank of China (Asia) Ltd, Standard Chartered Bank, Deutsche Bank AG Singapore Branch and CITIC Securities Corporate Finance (HK) Ltd acted as the joint lead managers and were advised by Linklaters as to English law and Tian Yuan Law Firm as to PRC law.

Davis Polk has also advised the initial purchasers, composed of China Merchants Securities (HK) Co Ltd, JP Morgan Securities plc, Deutsche Bank AG Singapore Branch, Credit Suisse Securities (Europe) Ltd and UBS AG Hong Kong Branch, in respect of a Rule 144A/Regulation S offering by Evergrande Real Estate Group Ltd of US$500 million aggregate principal amount of the company’s 8.75 percent additional senior notes due 2018. The additional notes will be consolidated and form a single series with the 8.75 percent senior notes due 2018 issued by the company on 30 October 2013. HKSE-listed Evergrande is one of the largest national property developers in China. Partner William F Barron led the transaction. Evergrande was advised by Sidley Austin as to Hong Kong law and by Maples and Calder, led by partner Michael Gagie, as to British Virgin Islands law.

Eversheds has represented the Government of Cambodia in the International Court of Justice (ICJ) in respect of a case brought by Cambodia against Thailand concerning the Temple of Preah Vihear. In 1962, the Court rendered a judgment which held that the Temple is under the sovereignty of Cambodia and that Thailand must withdraw any forces at the Temple or in its vicinity. However, the ICJ did not specify the extent of the “vicinity” of the Temple. After tensions flared in the region in 2007-2008, and again in 2011, Cambodia requested the ICJ to interpret its original judgment, particularly the vicinity of the Temple from which Thailand had to withdraw. With its judgment on 11 November 2013, the Court has now defined that area. Partner Rodman Bundy led the transaction.

HSA Advocates has advised Hydreq Pte Ltd (earlier known as Equis Asia Fund (Singapore) Pte Ltd), a Singapore based fund which is a part of Equis Funds Group (Equis) focusing on Asian energy and infrastructure opportunities, in respect of its equity investment in DANS Energy Consulting Private Ltd in November 2013. DANS holds a large portfolio of hydro projects and is developing a “run of river” 193 MW Hydro Power Platform in Northern India. It was the first PE investment of its kind by an overseas fund in the hydro power sector in India. The investment by Equis was approximately INR120 crores (US$19.38m.) The total investment by Equis in DANS would subsequently go up to approximately INR400 crores (US$64.6m). The firm also advised Equis in its earlier two rounds of investments in DANS, which closed in August 2012 and March 2013. Partner Harvinder Singh led the transaction. Rajah and Tann, led by partner Tracy Ang, advised Equis as to Singapore law.

HSA Advocates has also represented Yash Raj Films (YRF) in respect of an appeal filed by Ajay Devgan Films (ADF) in the Competition Appellate Tribunal (COMPAT). ADF had filed a complaint in the Competition Commission alleging that YRF indulged in anti-competitive practices by blocking single screen theatres for the release of its film, ‘Jab Tak Hai Jaan’, as a result of which ADF could not procure screens for the release of its movie, ‘Son of Sardar’, which were released on Diwali in 2012. The Commission dismissed ADF’s complaint and ADF subsequently filed an appeal. COMPAT, by its order dated 13 November 2013, dismissed ADF’s appeal. COMPAT held that ADF’s claim had no basis, as ADF had substantially the same number of single screens to exhibit its film. Moreover, not a single theatre owner came out to support ADF’s contention that YRF had coerced them into entering into agreements to exhibit YRF’s films. Partner Navin Syiem and senior advocate Meenakshi Arora led the transaction.

IndusLaw has advised ANI Technologies Private Ltd (Ola cabs), through its founder Bhavish Aggarwal, in respect of the Series C investment into it by Matrix Partners India Investment Holdings LLC. The transaction was completed in November 2013.

J Sagar Associates has advised Info Edge (India) Ltd in respect of its further investment into Zomato Media Private Ltd, which runs the restaurant directory site Zomato.com. The latest investment was made together with an investment by Sequoia Capital. Info Edge has previously made multiple investments into Zomato. Listed on the BSE and the NSE, Info Edge runs the popular web portals Naukri.com, 99Acres.com, Jeevansathi.com and Shiksha.com. Partner Rohitashwa Prasad led the transaction.
 
Khaitan & Co has represented M/s Sopariwala Exports and Sopariwala Exports Pvt Ltd in respect of their suit for infringement of trade mark, copyright and for passing off action for unauthorised use of similar trade dress by Kuber Khaini Private Ltd and Anr. The Bombay High Court granted interim orders in terms of infringement of trade mark and copyright and passing off. Kuber Khaini and Anr appealed against the said order. The Appeal Court upheld the order and dismissed the appeal. Partner Adheesh Nargolkar led the transaction.

Khaitan & Co has also advised in respect of West Life Development Ltd’s preferential allotment of equity shares for approximately US$29.2 million. Westlife Development Ltd was set up by the Mumbai-based BL Jatia family. The company is listed on the Bombay Stock Exchange and has widespread interests in trading, hospitality and quick service restaurant industry. Partners Rajiv Khaitan and Nikhilesh Panchal and executive director Sudhir Bassi led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Sungy Mobile Ltd in respect of its IPO of 7 million American depositary shares (ADSs), representing 42 million Class A ordinary shares of par value US$0.0001 per share. Sungy, which is headquartered in Guangzhou, has applied to have the ADS listed on NASDAQ. Sungy is a provider of mobile internet products and its businesses include “Go” series apps, “3G Portal” and “3G Book Market”. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Credit Suisse and JP Morgan, which acted as underwriters, were advised by Simpson Thacher & Bartlett.
 
Maples and Calder has also acted as Cayman Islands counsel to Kolao Holdings, a Cayman Islands company whose ordinary shares are listed on the KRX KOSPI Market of the Korea Exchange, in respect of its offering of 11.18 million global depositary shares (GDSs), representing 5.59 million ordinary shares. The offering includes 9.68 million GDSs, representing 4.84 million ordinary shares, offered by Kolao, and 1.5 million GDSs, representing 750,000 ordinary shares, offered by Sei Young Oh as the selling shareholder. The price per GDS was US$13.42 and the total amount of the offering was approximately US$130 million. The GDSs will be listed on the SGX-ST and traded over-the-counter. Kolao is a holding company established for the primary purpose of managing its wholly-owned Lao subsidiary, Kolao Developing Co Ltd, a leading automobile and motorcycle distributor in the Lao PDR. Partner Gareth Griffiths led the transaction whilst Jipyong Jisung acted as Korean counsel. Deutsche Bank and Goldman Sachs, the joint global coordinators, joint book-runners and initial purchasers, were advised by Simpson Thacher & Bartlett and Bae, Kim & Lee as US counsel and Korean counsel, respectively.

Minter Ellison has advised Dick Smith Holdings Ltd in respect of its IPO of ordinary shares and listing on the ASX. Shares representing 66.2 percent of Dick Smith’s capital are being offered at A$2.20 (US$2.07) per share, implying a market capitalisation of over A$520 million (US$490.6m). On completion of the IPO, the business’ current majority owners, being funds managed by Anchorage Capital Partners, will hold 20 percent of Dick Smith’s issued share capital. Shares in Dick Smith are scheduled to begin trading on the ASX on 4 December 2013, on a conditional and deferred settlement basis. Partners Callen O’Brien and Daniel Scotti led the transaction. Goldman Sachs Australia Pty Ltd and Macquarie Capital (Australia) Pty Ltd, the joint lead managers, were advised by Gilbert & Tobin.

Morrison & Foerster has represented an affiliate of Global Logistic Properties Ltd, Asia’s largest provider of modern logistics facilities, in respect of the formation of the world’s largest China-focused logistics infrastructure fund. The fund has been formed for the primary purpose of developing, owning and managing a diversified portfolio of institutional quality logistics facilities within target markets in the PRC. Investors have committed US$1.5 billion in equity to the fund, with leverage allowing for an investment capacity of over US$3 billion over three years. Six leading global institutions are investing alongside the company, with Global Logistic Properties retaining a 56 percent stake in the fund. Eric Piesner, Ken Muller and Marcia Ellis led the transaction.

Norton Rose Fulbright’s Tokyo, London, Amsterdam and Singapore offices have advised Japan Bank for International Cooperation (JBIC) and a group of commercial lenders led by Sumitomo Mitsui Banking Corporation (SMBC) in respect of a US$847 million loan facility which will be used to finance a floating production, storage, and offloading unit (FPSO). The FPSO is to be made available on long-term charter by a Dutch special purpose company to Tullow Ghana Ltd, a Ghanaian subsidiary of Tullow Oil Plc, for oil and gas production in the Tweneboa, Enyenra and Ntomme fields (TEN field development) in the western Ghanaian sea territory. The project sponsors are Modec Inc, Mitsui & Co Ltd, Marubeni Corporation and Mitsui OSK Lines Ltd. The other syndicate banks are The Bank of Tokyo-Mitsubishi UFJ Ltd, Mizuho Bank Ltd, ING Bank NV and ABN AMRO Bank NV. This transaction was JBIC’s first financing of an FPSO in Ghana. Partners Jeremy Gibb, Wouter Hertzberger, Ben Rose and Yu-En Ong led the transaction.

Paul Hastings has advised the international underwriters in respect of the US$405 million IPO by Travellers International Hotel Group Inc and the listing of its shares on the Philippine Stock Exchange. Travellers, a joint venture between Genting Hong Kong Ltd and Philippine conglomerate Alliance Global Group Inc, is the developer and operator of Resorts World Manila, the first integrated tourism resort in the Philippines. The proceeds will be used to expand Resorts World Manila. Bank of America Merrill Lynch, CIMB, Maybank Kim Eng, Religare Investment Banking and Securities and UBS were the joint global coordinators, international book-runners and international lead managers. The international co-bookrunners were CLSA, Credit Suisse and Morgan Stanley. BDO Capital, Maybank ATR Kim Eng and UBS acted as domestic lead underwriters. Partners Patricia Tan Openshaw and Steven Winegar led the transaction.

Rodyk & Davidson has acted as Singapore counsel for UMW Oil & Gas Corporation Berhad (UMW-OG) in respect of its listing on Bursa Malaysia Securities Berhad. UMW-OG is a wholly-owned subsidiary of UMW Holdings Berhad, which is currently listed on Bursa Malaysia. It is in the business of offshore drilling and providing oilfield services. The transaction valued UMW-OG at approximately RM6.1 billion (US$1.9b), making it Malaysia’s largest IPO for 2013. Partner Ng Eng Leng led the transaction.

Rodyk & Davidson has also acted for KSH Holdings Ltd in respect of its issue of S$300 million (US$240.85m) multicurrency medium term note programme. The programme was solely arranged by DBS Bank whilst DBS Trustee Ltd has been appointed trustee of the holders of the notes. Partners Valerie Ong and Au Yong Hung Mun led the transaction.

Skadden, Arps, Slate, Meagher & Flom has represented SINA Corporation, a leading internet media company serving China and the global Chinese communities, in respect of its Rule 144A US$700 million offering of 1 percent convertible senior notes due 2018. Partner Julie Gao, with partners Michael Gisser and Yossi Vebman, led the transaction.

Slaughter and May has advised China Power New Energy Development Company (CPNE) in respect of its issue of new shares to China Energy Engineering Group Guangdong Electric Power Design Institute (GEPDI). Under a new share agreement, CPNE will issue new shares to GEPDI for RMB200 million (US$32.8m), giving GEPDI a 2.87 percent share in the enlarged issued share capital of CPNE. CPNE is principally engaged in the development, construction, ownership, operation and management of clean energy power plants in the PRC. GEPDI is an energy construction group directly managed by the State-owned Assets Supervision and Administration Commission of the State Council of the PRC. GEPDI is principally engaged in the survey, design and consultation of engineering projects and the engineering, procurement and construction of such projects. Partner Benita Yu led the transaction.

Vinson & Elkins has advised China National Petroleum Corp (CNPC) in respect of its acquisition of Petroleo Brasileiro SA’s assets in Peru for US$2.6 billion. CNPC E&D Holdings Cooperatief UA (CNPC Holdings) and CNODC International Holding Ltd (CNODC International), both indirect subsidiaries of CNPC’s listed arm PetroChina Company Ltd, entered into an agreement with Petrobras International Braspetro BV (PIB) and Petrobras De Valores Internacional De Espana SL (PVIE) to acquire the entire shares of Petrobras Energia Peru SA. The completion of the acquisition, which was announced on 13 November 2013, is subject to relevant government approval and the fulfillment of other conditions. Partner Rob Patterson, assisted by partner Jay Kolb, led the transaction.

Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has advised Ekuiti Nasional Berhad in respect of the disposal of 61.6 percent of the issued shares that Ekuinas holds in Konsortium Logistik Berhad to KL Airport Services Sdn Bhd, a wholly-owned subsidiary of DRB-Hicom Bhd. Partner Munir Abdul Aziz led the transaction.
 
Wong & Partners has also advised JAB Capital Berhad in respect of the sale of its entire 40 percent stake in Generali Asia NV to Participatie Maatschappij Graafschap Holland NV for a total purchase consideration of approximately €40 million (US$54m). Partner Andre Gan led the transaction.

WongPartnership has acted for The Bank of New York Mellon Singapore Branch, as trustee, paying agent, calculation agent, registrar and transfer agent, in respect of United Overseas Bank Ltd’s issue of S$500 million (US$402.26m) 4.75 percent non-cumulative non-convertible perpetual capital securities. Partners Hui Choon Yuen and Trevor Chuan led the transaction.

WongPartnership is also acting for Asia New Energy Holding Ltd in respect of the voluntary conditional cash offer to acquire all the issued and paid-up ordinary shares in the capital of Asia Power Corporation Ltd, other than those shares held by Asia Power as treasury shares and those shares held, directly or indirectly, by Asia New Energy. Partners Andrew Ang and Chan Sing Yee led the transaction.