Deals – 22 July 2014

Allen & Gledhill has also advised Frasers Hospitality Asset Management Pte Ltd, as manager of the Frasers Hospitality Real Estate Investment Trust (FH-REIT), in respect of the S$615 million (US$495.8m) term loan facilities from Bank of China Ltd Singapore Branch, DBS Bank Ltd and The Hongkong and Shanghai Banking Corp Ltd to finance the acquisition of its initial property portfolio. FH-REIT and Frasers Hospitality Business Trust form the Frasers Hospitality Trust. Partner Lim Wei Ting led the transaction.

Allen & Overy has advised BNP Paribas, Citigroup, Deutsche Bank, The Royal Bank of Scotland and Standard Chartered Bank, as joint lead managers and bookrunners, in respect of the issuance under Regulation S of the US Securities Act of 1933 of US$1.5 billion and €525 million (US$709.9m) bonds by ONGC Videsh Ltd (OVL), which were guaranteed by OVL’s parent Oil and Natural Gas Corp Ltd (ONGC). OVL, an oil and gas company focusing on off-shore exploration and production assets, is a wholly-owned subsidiary of ONGC, India’s largest oil and gas exploration and production company. The transaction is the largest Regulation S bond issue from India to date and is also OVL’s inaugural offering of euro-denominated bonds. Partners Andrew Harrow and Amit Singh led the transaction.

Appleby has acted as Cayman counsel for Millennium Pacific Group Holdings Ltd in respect of its listing on the Growth Enterprise Market of the HKSE with gross proceeds of approximately HK$60 million (US$7.74m). Millennium Pacific is principally engaged in the research and development, manufacture and sale of consumer electronic products, such as GPS personal navigation devices, mobile internet devices and digital video recorders. Millennium Pacific will use majority of the net proceeds for loan repayment, expansion of production, and improvement of its information technology system. Judy Lee, corporate partner in the Hong Kong office, led the transaction whilst Hastings & Co advised on Hong Kong law, Dacheng Law Offices advised on PRC law, Norton Rose Fulbright advised on UK and EU laws, and Lee & Li advised on Taiwan law. Robertsons acted for the sponsors and underwriters as to Hong Kong law.

AZB & Partners has advised Tata Opportunities Fund Ltd Partnership in respect of the acquisition from existing shareholder Shriram Venture Ltd of approximately 18 percent stake of Shriram Properties Private Ltd by Omega TC Sabre Holdings Pte Ltd (a subsidiary of Tata Opportunities Fund) and Tata Capital Financial Services Ltd. Partner Sai Krishna Bharathan led the transaction which was valued at approximately US$78 million and was completed on 11 July 2014.

AZB & Partners is also advising the Bharti Group in respect of the acquisition by Brightstar of 51 percent of Beetel Teletech Ltd from certain Bharti Group entities. Partner Gautam Saha is leading the transaction which was signed on 12 July 2014 and is yet to be completed.

Baker & McKenzie  has advised Gestamp Solar  in respect of the construction of its first photovoltaic project in Japan. The utility-scale project, located in Daigo, Ibaraki Prefecture, will have an installed capacity of 31.6 megawatts and is expected to be completed and operational by April 2015. The project will supply clean energy to the Tokyo Electric Power Company and will power more than 10,000 homes in the area. As a part of this project, the firm also advised Gestamp Solar in the signing of a ¥11.1 billion (US$109.5m) non-recourse construction loan provided by Deutsche Bank AG. The transaction is the largest solar financing in Japan provided to a foreign sponsor and is expected to be the first in a series of transactions between the two parties. Headquartered in Madrid, Spain, Gestamp Solar is focused on the development, construction, operation and maintenance of solar power plants in the US, India, South Africa, Latin America, China, Italy, France and Spain. It started its Japanese operations in 2012. Naoaki Eguchi, head of the Tokyo office’s Banking & Finance Practice Group, led the transaction.

Clayton Utz has represented Macquarie Capital as lead manager in respect of the placement by Macquarie Atlas Roads (MQA) of new MQA stapled securities to raise approximately A$60 million (US$56.23m). Funds raised will be used to increase MQA’s interest in Autoroutes Paris-Rhin-Rhône (APRR), Europe’s fourth largest tolled motorway network. Through the placement, MQA will increase its interest in APRR to 20.14 percent. Corporate partner Brendan Groves led the transaction.

Clifford Chance has advised Royal DSM in respect of its signing of the share purchase agreement in relation to its proposed acquisition of Aland (HK) Holding Ltd, a leading Hong Kong-based vitamin C manufacturer in China. Royal DSM is a global science-based company active in health, nutrition and materials. Based in the Netherlands, the company is listed on the NYSE Euronext exchange. The proposed transaction will further strengthen DSM’s global position in the vitamin C market. Corporate partner Glen Ma, supported by Hong Kong and Shanghai-based corporate partner Emma Davies, led the transaction which is subject to customary closing conditions.

Clyde & Co has acted as international and local counsel to Rungwe Avocado Company (RAC) and its existing shareholders in respect of a US$1.5 million investment by AgDevCo, a social impact investor operating in the agriculture sector in Sub-Saharan Africa. RAC is an avocado growing and export business based in Tukuyu in the Rungwe region of southwest Tanzania. RAC will receive a US$1.2 million loan from AgDevCo with another US$0.3 million by way of an equity investment. The investment will support the installation of a micro jet irrigation system on the commercial farm to boost yield performance and also fund on-going operations. Michael Strain led the transaction.

Colin Ng & Partners has advised United Overseas Bank Ltd as the sponsor, issue manager and placement agent in respect of the S$4.2 million (US$3.38m) IPO by way of placement of 12 million ordinary shares in the capital of IPS Securex Holdings Ltd on the Catalist Board of the SGX-ST on 30 June 2014. IPS Securex Holdings is one of Singapore’s leading providers of security products and integrated security solutions to commercial entities and government bodies and agencies in the Asia-Pacific. Partner Gregory Chan led the transaction.

Davis Polk has advised Haitong International Securities Company Ltd, BOCI Asia Ltd and BNP Paribas Hong Kong Branch as initial purchasers in respect of a RMB900 million (US$145m) Regulation S only offering by HKSE-listed Times Property Holdings Ltd (TPHL) of its 10.375 percent senior notes due 2017. Headquartered in Guangzhou, TPHL is one of the leading property developers in Guangdong Province, focusing on the development of mid-market to high-end residential properties. Partner William F Barron led the transaction. Times Property Holdings was advised by Sidley Austin as to US and Hong Kong laws, Commerce & Finance Law Offices as to PRC law and Appleby as to Cayman Islands and British Virgin Islands law. The initial purchasers were advised by King & Wood Mallesons as to PRC law.

Gibson, Dunn & Crutcher has represented UCL Asia Partners LP in respect of its sale of KCS Ltd, the leading independent pan-Asian corporate services provider specialising in corporate accounting, corporate secretarial and payroll services, to TMF Group, a leading provider of high value outsourced business services to clients operating and investing globally. Originally founded in 1946, KCS was acquired by UCL Asia Partners in 2003 following its spin-off from KPMG. Since then, KCS has grown from 43 employees working from a single Hong Kong office to 470 employees spanning 14 locations in eight countries. The acquisition will strengthen TMF Group’s existing platform in the Asia Pacific, increasing the breadth and depth of its offering in the region. Hong Kong partner Graham Winter led the transaction.

Gibson, Dunn & Crutcher  has also advised First NatGas Power Corp, a subsidiary of First Gen Corp, in respect of a US$265 million export credit facility with KfW IPEX-Bank of Germany with a tenor of 13.7 years to partially finance the 414 MW San Gabriel natural gas-fired power project. The facility benefits from an export credit guarantee provided by Euler Hermes, acting on behalf of the Federal Republic of Germany. The proceeds of the loan, which was signed on 10 July 2014, will be used primarily to finance the eligible German and non-German goods and services under the equipment supply contract of the San Gabriel power plant with Siemens AG, the equipment supplier. Hong Kong partner  Patricia Tan Openshaw led the transaction whilst Puno & Puno Law Offices, led by partner Elizabeth Peralta-Loriega, acted as Philippine counsel.  KfW  was represented by Philippine counsel  Picazo Buyco Tan Fider & Santos, led by partner  Estrelita Gacutan, and by Allen & Overy, led by partner Lorraine Bayliss.

Khaitan & Co has acted as Indian legal counsel for European specialist electronics supplier Acal Plc in respect of the Indian leg of the transaction in relation to its acquisition of Trafo Holding AS for a total consideration of approximately US$125 million. Partner Rabindra Jhunjhunwala led the transaction with assistance from partner Avaantika Kakkar.

Khaitan & Co has also advised Inmage Systems Inc and Inmage Systems Private Ltd in respect of their acquisition by Microsoft Corp. Inmage Systems Inc, the parent entity of Inmage Systems Private Ltd, is among the world leaders in providing disaster recovery systems and solutions. Partner Rajiv Khaitan led the transaction with assistance from executive director Daksha Baxi.

Maples and Calder has acted as Cayman Islands counsel to China Shengmu Organic Milk Ltd in respect of its IPO and listing of 444.8 million shares on the HKSE which closed on 15 July 2014. The shares were priced at HK$2.39 (US$0.31) per share and the offering raised approximately HK$1.06 billion (US$136.74m). China Shengmu is the largest organic dairy company in China, covering the entire dairy industry value chain from forage growing, raw milk production to processing milk products for consumption. BOC International and Goldman Sachs acted as joint sponsors. Partner Greg Knowles led the transaction whilst Wilson Sonsini Goodrich & Rosati PC acted as US and Hong Kong counsel. Clifford Chance advised the underwriters.

Milbank, Tweed, Hadley & McCloy has represented the lenders, including  Japan Bank for International Cooperation  and  Mizuho Bank Ltd (which is backed by insurance provided by Nippon Export and Investment Insurance), in respect of the senior debt financing for the Petra Nova Carbon Capture Project, a US$1 billion carbon capture and sequestration (CCS) and enhanced oil recovery (EOR) project that is expected to be the world’s largest facility using captured carbon dioxide from an existing power facility to assist in extracting otherwise difficult-to-reach oil. The senior lenders’ financing was supplemented by a US$167 million grant from the US Department of Energy as part of the Clean Coal Power Initiative, which pairs government and industry funding in support of responsible and sustainable development of US energy resources. The project is sponsored by NRG Energy Inc and JX Nippon Oil & Gas Exploration Corp and will rely on CCS technology provided by Mitsubishi Heavy Industries. Tokyo-based global project finance partner Alec Borisoff, with global project finance partner Dan Bartfeld, led the transaction.

Rajah & Tann has advised Jefferies Singapore Ltd and Credit Suisse (Singapore) Ltd as the joint placement agents in respect of the placement by SGX-ST listed SIIC Environment Holdings Ltd of one billion ordinary shares in the capital of the company. SIIC Environment Holdings is a water treatment and management specialist, an active investor in environmental related infrastructure assets and a top-tier integrated player in the Chinese water sector and environmental investment industry. Partners Danny Lim and Soh Chai Lih led the transaction which was valued at approximately S$158 million (US$127.3m) and was completed on 14 July 2014. RHTLaw Taylor Wessing advised SIIC Environment Holdings.

Rajah & Tann (R&T), with its Malaysian associate office Christopher & Lee Ong (C&LO), has also advised SGX-ST Mainboard-listed HL Global Enterprises Ltd in respect of the acquisition by its wholly-owned subsidiary, Augustland Sdn Bhd, of the remaining 55 percent of ordinary shares and preference shares in the capital of Augustland Hotel Sdn Bhd from Amcorp Leisure Holdings Sdn Bhd and Hotel Equatorial (M) Sdn Bhd for RM16.51 million (US$5.2m). Augustland Hotel became a wholly-owned subsidiary of HL Global Enterprises. The core businesses of HL Global Enterprises Ltd and its subsidiaries are hospitality operations, property development and investment holding. The group has interests in and manages Copthorne Hotel Cameron Highlands (formerly known as Equatorial Cameron Highlands), Copthorne Hotel Qingdao and Elite Residences in Shanghai. Augustland Hotel is engaged in hotel development and operation and owns Copthorne Hotel Cameron Highlands in Malaysia. R&T partners Lawrence Tan and Soh Chai Lih and C&LO partner Yon See Ting led the transaction which was completed on 8 July 2014.

Shook Lin & Bok has acted for SGX Main Board listed Hiap Hoe Ltd in respect of the voluntary conditional offer for SGX Main Board listed SuperBowl Holdings Ltd from the SGX for approximately S$244.1 million (US$196.65m), which resulted in SuperBowl becoming a subsidiary of Hiap Hoe and being subsequently delisted. Maybank Kim Eng Securities Pte Ltd was the financial adviser in the voluntary conditional offer. Partner Gwendolyn Gn led the transaction. 

Simpson Thacher has represented JD Capital in respect of the formation of its second US dollar fund, Jiuding China Growth Fund II LP, which focuses on growth capital investments in China. With approximately US$200 million in capital commitments, the fund held its final closing on 10 July 2014. Partners Phil Culhane and Katharine Moir led the transaction.

Skadden has represented Cogobuy Group in respect of its IPO and listing on the HKSE. The company’s shares commenced trading on the HKSE on 18 July 2014. Based on the final price of HK$4.00 (US$0.516) per offer share, the net proceeds from the global offering amounted to HK$1.3 million (US$167.7m), assuming no exercise of the over-allotment option. Cogobuy is a leading e-commerce company with the largest transaction-based e-commerce platform for IC and other electronic components in China, as measured by gross merchandise value, in 2013. UBS Securities Hong Kong Ltd was the sole sponsor whilst UBS AG Hong Kong Branch and Jefferies Hong Kong Ltd were the joint global coordinators. UBS AG Hong Kong Branch, Jefferies Hong Kong, CCB International Capital Ltd and China Securities (International) Corporate Finance Company Ltd were the joint bookrunners and joint lead managers. Corporate partners Christopher Betts and Will Cai led the transaction.

Skadden is also representing investor group Integrated Whale Media Investments in respect of its agreement to purchase a majority stake in Forbes Media LLC. The Forbes family will retain a significant ownership stake, will stay actively involved in Forbes Media and will work with the investor group to further increase market share of the existing Forbes Media product lines in media, digital, technology, as well as brand extensions. Partners Daniel Dusek, Jonathan Stone, Howard Ellin, Steven Matays, Stephanie Teicher and Ivan Schlager are leading the transaction which was announced on 18 July 2014.

Weil, Gotshal & Manges has advised on one of the largest going private transaction for a US-listed, China-based company Giant Interactive Group Inc. NYSE-listed Giant Interactive Group, one of China’s leading online game developers and operators, completed its merger with Giant Merger Ltd, a wholly-owned subsidiary of Giant Investment Ltd, pursuant to the previously announced agreement and plan of merger dated 17 March 2014 and amended on 12 May 2014. As a result of the merger, Giant Interactive has become a direct wholly-owned subsidiary of Giant Investment in a cash transaction valued at approximately US$3 billion. Asia managing partner and head of Hong Kong office Akiko Mikumo and Asia finance partner Soo-Jin Shim led the transaction which closed on 18 July 2014.

WongPartnership has acted as Singapore counsel for a  TPG Capital-led consortium, which includes Hong Kong private equity firm PAG Asia Capital and Canada’s Ontario Teachers’ Pension Plan, in respect of its acquisition of DTZ, a leading global integrated property services business unit of UGL Ltd, for approximately A$1.22 billion (US$1.14b). Joint managing partner  Ng Wai King  and partners  Andrew Ang, Milton Toon  and  Christy Lim  led the transaction.

WongPartnership  has also advised  DBS Bank Ltd, Merrill Lynch (Singapore) Pte Ltd  and Oversea-Chinese Banking Corp Ltd, as the joint issue managers, bookrunners and underwriters, in respect of the listing and offering of approximately 252 million offering shares in PACC Offshore Services Holdings Ltd on the main board of the SGX at an offering price of S$1.15 (US$0.93) per offering share, consisting of an international offering made pursuant to Regulation S and a public offer in Singapore, to raise approximately S$441.3 million (US$356m). Joint managing partner  Rachel Eng  and partner  Pong Chen Yih  led the transaction.