Allen & Gledhill has acted as lead transaction counsel to the mandated lead arrangers and book-runners, consisting of ABN Amro Capital USA, Banco Bilbao Vizcaya Argentaria Singapore Branch, Banco Santander Singapore Branch, Bank of Baroda Offshore Branch Singapore, The Bank of Tokyo-Mitsubishi UFJ Singapore Branch, Commerzbank Singapore Branch, Commonwealth Bank of Australia Singapore Branch, Coöperatieve Rabobank, ING Bank, Intesa Sanpaolo Bank Luxembourg — Amsterdam Branch, Mizuho Bank, Natixis, Sumitomo Mitsui Banking Corporation Singapore Branch, Unicredit Bank Singapore Branch and Wells Fargo Bank National Association (acting through its Singapore Branch), on the US$1 billion revolving credit facilities to Olam Holdings, a wholly-owned European subsidiary of Olam International. The facilities will be used to refinance existing syndicated / bilateral bank loans of Olam and its subsidiaries. Partner Mark Hudspeth led the transaction.
Allen & Gledhill has also advised Croesus Retail Asset Management, as trustee-manager of Croesus Retail Trust, on the approximately S$900.6 million (US$666.4m) proposed acquisition by Cyrus BidCo of all the issued units in Croesus. Partners Lim Mei, Sharon Wee, Jerry Koh, Long Pee Hua, Ang Cheng Hock, SC and Tan Xeauwei led the transaction, which is the first transaction involving acquisition of all the units in a Singapore-listed business trust by way of a trust scheme.
AZB & Partners is acting as India counsel to Infosys on the buy-back of approximately 20 percent of its aggregate paid-up equity share capital and free reserves. Senior partner Sai Krishna Bharathan and partners Sugandha Asthana and Harsh Maggon are leading the transaction, which was valued at Rs130 billion (US$2b) and is yet to be completed.
AZB & Partners has also advised Max India and Max Healthcare Institute on the acquisition by Max India and Life Healthcare Group of the entire 7.5 percent shareholding of International Finance Corporation in Max Healthcare Institute. Partners Anil Kasturi and Niladri Maulik led the transaction, which was valued at Rs4.2 billion (US$65.6m) and was completed on August 18, 2017.
Clifford Chance has advised the Hong Kong subsidiary of CSL, a global blood and plasma-derived product manufacturer based in Australia, on the US$352 million acquisition of an 80 percent equity stake in Ruide, a Chinese domestic blood product manufacturer. The target business includes a manufacturing plant located in Wuhan, four existing plasma stations and approximately 300 employees. Hong Kong partner Emma Davies led the transaction.
Colin Ng & Partners has advised Edmund Tie & Company on its joint venture with OrangeTee Holdings. As part of the agreement, both companies will be transferring their 100 percent-owned associate agencies, namely Edmund Tie & Company Property Network and OrangeTee.com, into the JV company. Moving forward, the two associate agencies will be operating under the single name OrangeTee & Tie, with a combined force of over 4,000 associates, making it the third largest real estate agency in Singapore. Partner Lisa Theng led the transaction.
DLA Piper has advised Ele.me, one of the largest food delivery service providers in China, on its merger with Baidu Waimai, another giant in the same industry. The merger was consummated via a reverse triangular merger between Ele.me and Baidu Waimai’s respective Cayman-incorporated holding company. After the merger, Baidu Waimai will become a wholly-owned subsidiary of Ele.me. Baidu.com, the controlling shareholder of Baidu Waimai before the merger, was issued preferred shares of Ele.me as part of the merger consideration. Alibaba, the largest shareholder of Ele.me, provided financing to Ele.me for the merger by subscribing for newly issued Series G-1 preferred shares. The merger will make the new entity one of the only two major players in the food delivery sector in China. Corporate partner Stewart Wang led the transaction.
Duane Morris & Selvam has advised UangTeman (Digital Alpha Indonesia) on its recent successful equity and debt fundraising of US$12 million in its Series A fund raising from new and existing investors. The round is co-led by K2 Venture Capital, Enspire Capital and Alpha JWC Ventures, UangTeman’s first institutional investor. UangTeman is the first and only digital lender in Indonesia providing short-term unsecured microloans in more than 14 cities throughout the country. Chairman, managing director and global head of corporate Leon Yee led the transaction.
J Sagar Associates has acted as sole Indian counsel to the Export-Import Bank of India (EXIM) on the issue of US$400 million Formosa Notes under EXIM’s US$10 billion medium term note programme. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction, which was the first Formosa Notes issue by an Indian state-owned specialised financial institution.
J Sagar Associates has also advised Ansell on the divestment of its sexual wellness business in India and demerger of the gloves business from JK Ansell. The divestment and demerger are subject to the approval of the National Company Law Tribunal. Partner Vivek Chandy led the transaction.
Khaitan & Co has advised the entities of the Seaways Group, namely Seaways Shipping and Logistics (SSL) and Mosavi Enterprises (ME), on SSL’s issue of 640 unlisted, senior, secured, redeemable, non-convertible debentures aggregating up to Rs640 million (US$10m) and on ME’s issue of 960 unlisted, senior, secured, redeemable, non-convertible debentures aggregating up to Rs960 million (US$15m) as pre-IPO funding transaction. The investor group includes EW Special Opportunities Fund II, an entity belonging to the Edelweiss Group. Seaways Group is the second largest logistics services provider in India. Partner Manisha Shroff, assisted by associate partner Thomas George, led the transaction.
Khaitan & Co has also acted as sole Indian counsel to tender offers to purchase for cash all or part of Vedanta Resources’ outstanding approximately US$ 774.8 million 6 percent bonds due 2019 and US$900 million 8.25 percent bonds due 2021, followed by a new fund raising pursuant to the offering of US$ 1 billion 6.125 percent bonds due 2024. The bond proceeds were used for the tender offer and refinancing. This is also a new fund raising by way of US-dollar bond issue under Reg 144A and Reg S. This is Vedanta’s second single-tranche G3 high yield bond issuance in 2017. A diversified natural resources company, Vedanta explores, extracts and processes minerals, oil and gas in India. It produces oil and gas, zinc, lead, silver, copper, iron ore and aluminum. The company also operates a 600 MW thermal coal-based power facility in the State of Odisha and 274 MW wind power plants. Partner Manisha Shroff, assisted by executive director Daksha Baxi and associate partners Ritu Shaktawat and Rashmi Deshpande, led the transaction.
Luthra & Luthra has advised Security and Intelligence Services (SIS) on its IPO aggregating to approximately Rs7.8 billion (US$121.8m). Pursuant to the IPO, SIS equity shares were listed in the India stock exchanges effective August 10, 2017. Axis Capital, ICICI Securities, IIFL and Kotak were the global coordinators and book-running lead managers, while SBI Capital Markets, Yes Securities and IDBI Capital were the book-running lead managers to the offering. SIS is a leading provider of security and facility management services in India and Australia. Holding market-leading positions in the private security, cash logistics and facility management sectors in India and Australia, and interests in electronic security and home alarms businesses, SIS is one of the first in its space to get listed on the domestic stock exchanges. During the course of the transaction, SIS completed certain acquisitions, two of which necessitated disclosures of proforma financial statements (assuming closure of the acquisitions at a prior period) in the offer documents. Partners Manan Lahoty and Geeta Dhania led the transaction. Sidley Austin and Shardul Amarchand Mangaldas & Co acted as international and Indian counsel, respectively, to the underwriters.
Norton Rose Fulbright has advised Ferrostaal Industrial Projects (Germany), Engie (France) and the Danish Investment Fund for Developing Countries as the sponsors on the development and financing of the 55MW wind farm at Sainshand in Mongolia. The operation of the wind farm will contribute to reducing Mongolia’s carbon emissions, as well as meeting its increasing power demand. The Sainshand wind farm is located 15km north-east of Sainshand City, in an area 1,020m above sea level. Construction is expected to be completed in January 2019. Partner Chris Down, supported by partners Nicky Davies (Singapore), Dirk Trautmann (Munich), Stephane Braun (Luxembourg) and Yu-En Ong (Singapore), led the transaction.
Rajah & Tann Singapore has acted for Traveloka Holding on Expedia’s US$350 million minority investment in Traveloka. Over the course of Traveloka’s last two funding rounds, Hillhouse Capital Group, JD.com, East Ventures and Sequoia Capital also contributed funding, bringing the total investment amount to approximately US$500 million within the last year. With this investment, the companies will be able to expand on global hotel supply opportunities, offering more diverse travel choices and services for Traveloka and Expedia travelers around the globe. Jakarta, Indonesia-based Traveloka is a leading Southeast Asian online travel company, while Expedia is a globally-recognised international online travel company. Partners Chia Kim Huat and Lorena Pang, supported by partners Kala Anandarajah, Dominique Lombardi and Tanya Tang, led the transaction, which was completed on July 26, 2017.
Shearman & Sterling has represented HSBC, Morgan Stanley, China CITIC Bank International, Citi, CMB International, Haitong International, ICBC International, Industrial Bank Hong Kong Branch and SPDB International as initial purchasers on the offering of US$400 million 6.875 percent senior notes due 2020 and US$600 million 7.95 percent senior notes due 2022 by Sunac China Holdings. Hong Kong capital markets partner Alan Yeung led the transaction.
Shearman & Sterling has also represented JP Morgan Securities and Deutsche Bank Singapore Branch as initial purchasers on the offering of US$400 million 5.875 percent senior notes due 2022 by eHi Car Services, a leading car rentals and car services provider in China, and guaranteed by certain of its existing subsidiaries. Hong Kong capital markets partner Alan Yeung also led the transaction.
Shook Lin & Bok is acting for Singapore-listed Yanlord Land Group, the majority shareholder of a consortium, in the consortium’s proposed takeover of United Engineers and WBL at an aggregate valuation of approximately S$1.83 billion (US$1.35b). Partner Gwendolyn Gn is leading the transaction.
Shook Lin & Bok is also acting as Singapore counsel to Nidec subsidiary Nidec-Read on its approximately S$88.3 million (US$65.3m) acquisition, on a cash-free debt-free basis, of 29.3 million shares in Ellipsiz, representing 100 percent of the entire issued and paid-up capital of its wholly-owned subsidiary SV Probe, a probe card manufacturer. Partners Dayne Ho and Chua Shi Ying are advising on the transaction.
Skadden is advising WeWork Companies on an agreement for a US$4.4 billion investment from the SoftBank Group and the SoftBank Vision Fund, which includes a US$3 billion investment in WeWork’s parent company, via a primary investment in new shares and a secondary purchase of existing shares, and a US$1.4 billion investment in three newly-created companies, each controlled and managed by local WeWork management teams, which will fund WeWork’s expansion in China (WeWork China), Japan (WeWork Japan) and Southeast Asia and Korea (WeWork Pacific). Boston M&A partners Graham Robinson and Laura Knoll, New York corporate finance partners Stacy Kanter and Ryan Dzierniejko, New York executive compensation and benefits partner Regina Olshan, New York intellectual property and technology partner Bruce Goldner, Boston tax partner Moshe Spinowitz, Hong Kong corporate finance partner Will Cai , Tokyo partner Mitsuhiro Kamiya and Palo Alto M&A partner Leif King led the transaction, which was which announced on August 24, 2017.
Sullivan & Cromwell is representing a consortium, Hubei Energy Group (China), ACE Investment Fund II (Cayman Islands) and CNIC (Hong Kong), on the proposed US$1.39 billion acquisition, subject to certain debt and other adjustments, of Empresa de Generación Huallaga (Peru) from Odebrecht Energia del Perú (Peru) and Odebrecht Energía (Peru). Corporate partners Sergio Galvis (New York), Werner Ahlers (New York) and Chun Wei (Hong Kong), financing partner Jamieson Logie (Hong Kong), tax partner Ronald Creamer Jr (New York) and intellectual property partner Nader Mousavi (Palo Alto) led the transaction, which was announced on August 25, 2017 and is yet to be completed.
WongPartnership is acting for CWT, its controlling shareholder C & P Holdings and the Liao family (which is a shareholder of C & P) on the approximately S$1.4 billion (US$1b) pre-conditional voluntary general offer by HNA Belt and Road Investments (Singapore), a wholly-owned subsidiary of HNA Holding Group, for all the issued and paid up ordinary shares in the capital of CWT other than those already owned, controlled or agreed to be acquired by the offeror, its related corporations and their respective nominees. Managing partner Ng Wai King and partners Quak Fi Ling, Chan Jia Hui, Andrew Ang and Milton Toon are leading the transaction.
WongPartnership has also acted for Banyan Tree Holdings (BTH) on its joint venture with China Vanke to create Banyan Tree Assets (China), which holds interests in the BTH group’s hotels and real estate assets in China, as well as their hotel and resorts management business, spa and gallery operations, design and technical services and other operational businesses in China. BTH has also entered into a share placement agreement with a China Vanke subsidiary, under which it will subscribe for a 4.99 percent stake in BTH and may also take up additional shares in BTH under various options and additional issuance. Partners Annabelle Yip, Lam Chung Nian, Audrey Chng, James Choo, Kevin Ho and Kylie Peh led the transaction.
