Deals – 22 November 2012

Allen & Gledhill has acted as Singapore counsel for GuocoLeisure Ltd as the issuer, CIMB Bank Berhad as the arranger, and CIMB and HL Bank as the dealers, in respect of GuocoLeisure’s issue of a S$300 million (US$200m) multicurrency medium term note programme under which GuocoLeisure may issue notes from time to time. The Bank of New York Mellon Singapore Branch is the issuing and paying agent as well as the trustee under the programme. Partners Margaret Chin, Magdalene Leong and Daselin Ang led the transaction.

Allens has acted as Australian counsel to a syndicate of 17 local and international lenders in respect of the provision of US$8.5 billion of project financing for the Australia Pacific LNG Project. A joint venture between Origin Energy, ConocoPhillips and Sinopec, the project is one of the largest LNG projects in Australia, and part of the first wave of coal seam gas to LNG projects in Queensland. It is expected to generate about 6,000 jobs in Australia during its construction phase, 1,000 Australian jobs during its operational life, and produce nine million tonnes of LNG per year. The project financing is the largest ever signed in Australia. Partner Phillip Cornwell led the transaction. Latham & Watkins acted as international counsel to the lenders whilst Sullivan & Cromwell acted as international counsel to the sponsors. Clayton Utz acted as Australian counsel for the borrower.

Allens has also advised Main Roads Western Australia in respect of its program alliance agreement for the billion-dollar Gateway WA Perth Airport and Freight Access Project. Gateway WA, which is the largest infrastructure project ever undertaken by Main Roads WA, is driven by the need to meet rapid growth in Perth Airport’s passenger traffic and escalating road freight on the surrounding network. The project will also facilitate the eventual consolidation of Perth’s domestic and international airports. Partner Michael Hollingdale led the transaction.

Amarchand Mangaldas has acted for Everstone Capital Advisors and Emerging India Fund (ICICI Fund) (EIF) in respect of the approximately INR1.24 billion (US$22.5m) private equity investment constituting 25.55 percent and 6.93 percent, respectively, of the share capital (on a fully diluted basis) in Sohanlal Commodities Management Private Ltd, a company engaged in warehousing and collateral management. The investment was a Series C round funding, where Everstone and EIF were the incoming investors and Mayfield FVCI LTD and Nexus India Direct Investments (II) were already existing shareholders who were participating in the fresh round of funding. With this funding, Sohanlal becomes India’s largest funded collateral management company, with the maximum number of institutional private equity investors as the shareholders. Partner S H Bhojani led the transaction which closed on 6 November 2012. Economic Laws Practice and Jyoti Sagar Associates advised Mayfield Fund Advisors and Sohanlal Commodities Management Private Ltd, respectively.

AZB & Partners has advised News Corporation in respect of its acquisition of the entire partnership interest of ESPN in ESPN Star Sports through its wholly owned subsidiary. Partners Ajay Bahl, Sunil Agarwal, Shuva Mandal, Anil Kasturi and Samir R Gandhi led the transaction which closed on 8 November 2012.

AZB & Partners is also advising Sintex Industries Ltd in respect of its issue of approximately US$140 million 7.5 percent foreign currency convertible bonds. Partner Varoon Chandra is leading the transaction which is expected to be completed on 28 November 2012.

Baker & McKenzie has advised eBay, the world’s leading online marketplace, in respect of its strategic collaboration agreement with Xiu.com, a leading Chinese online fashion and luxury retailer, in relation to the development, establishment, operation and promotion of a co-branded retail service website in China, called eBay Style, which was launched on 12 November in Shenzhen. eBay Style (ebay.xiu.com) will connect Chinese online consumers to global products offered on eBay’s websites. Through this arrangement, Chinese consumers can access eBay’s global selection, with Xiu.com being responsible for handling all sales, logistics and customer service. As well as providing the platform for eBay Style, Xiu.com will be responsible for curating and translating the inventory from eBay with a product search and browsing experience suited to Chinese consumers. Xiu.com will also provide local returns and Chinese language customer service. Partner Howard Wu, with partners Pierre Chan and Alan Zoccolillo, led the transaction.

Baker & McKenzie is also advising Oilfield Workforce Group Ltd in respect of its IPO which was announced on 15 November 2012. This transaction is a cross border listing on ASX by a Singaporean company, which provides services to the Australasian oil and gas industry. Partner Guy Sanderson is leading the transaction.

Baker & McKenzie.Wong & Leow, Baker & McKenzie International’s member firm in Singapore, has advised Dymon Asia Capital in respect of the formation of Dymon Asia Private Equity (DAPE) Fund. DAPE Fund aims to raise S$300 million (US$244.8m) and held its first closing with an initial S$203 million (US$165.6m) of commitments, comprising S$100 million (US$81.6m) from Heliconia Capital Management and an additional S$103 million (US$84m) from private investors. Partner Kelvin Poa led the deal.

Clayton Utz has advised Australia Pacific LNG (APLNG) and its sponsors in respect of the successful close of the US$8.5 billion financing for APLNG’s liquefaction plant and facilities on Curtis Island. The transaction represents Australia’s largest ever project financing and the first time that the export finance arms of the United States and China (which together will contribute at least US$6 billion of debt) have co-operated on an Australian project. Partner Bruce Cooper led the transaction.

Clifford Chance has advised Carrefour in respect of the sale of its 60 percent stake in Carrefour Indonesia for €525 million (US$673.43m) to its local partner, CT Corp, which will become Carrefour’s exclusive franchisee in the country. The deal is expected to close on January 2013, subject to the approval of the Indonesian anti-trust authorities. Partner Emma Davies, along with partner Peter Kilner, led on the transaction. Hadiputranto, Hadinoto & Partners, the member firm for Baker & McKenzie in Indonesia, advised on the Indonesian law aspects.

Davis Polk has advised the underwriters, composed of Deutsche Bank AG Singapore Branch, Goldman Sachs International, JP Morgan Securities LLC, Morgan Stanley & Co International plc, UBS AG Hong Kong Branch, Daewoo Securities Co Ltd and US Bancorp Investments Inc, in respect of an SEC-registered Schedule B debt offering by KEXIM of US$1 billion aggregate principal amount of its 1.25 percent notes due 2015. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partners Eugene C Gregor and John D Paton led the transaction. KEXIM was advised by Cleary Gottlieb Steen & Hamilton as to US law and Shin & Kim as to Korean law.

Davis Polk has also advised Deutsche Bank AG Singapore Branch as the exclusive dealer manager in respect of a cash tender offer by China Oriental Group Company Ltd for up to US$200 million of its outstanding US$300 million 7 percent senior notes due 2017 and US$550 million 8 percent senior notes due 2015. China Oriental Group is an integrated iron and steel manufacturer in the PRC principally engaged in the production of H-section steel products, strips and strip products, cold-rolled sheets and galvanised sheets, and billets. Partners William F Barron and John D Paton led the transaction. China Oriental Group was advised by Sullivan & Cromwell (Hong Kong) as to US and Hong Kong law and by Conyers Dill & Pearman as to Bermudan law.

Freshfields Bruckhaus Deringer has advised Beijing Jingneng Clean Energy Co Ltd in respect of its proposed acquisitions from its controlling shareholder, Beijing Energy Investment Holding Co Ltd, of 100 percent equity interests in Sichuan Dachuan Power Co Ltd and Sichuan Zhongneng Power Co Ltd for approximately RMB1.84 billion (US$295m). HKSE-listed Beijing Jingneng is a leading PRC state-owned clean energy company and currently operates a diversified clean energy portfolio whilst Sichuan Dachuan and Sichuan Zhongneng operate hydropower plants in Sichuan Province. The proposed acquisitions are expected to help Beijing Jingneng strengthen its hydropower business. Partner Richard Wang led the transaction.

Freshfields Bruckhaus Deringer has also acted as Hong Kong counsel for Sunshine Oilsands in respect of its secondary listing on the Toronto Stock Exchange (TSX). Sunshine Oilsands is primarily focused on the development and production of oil sands within its leased area in the Athabasca oil sands region in Alberta, Canada. Sunshine Oilsands commenced trading on 16 November 2012 on the TSX. Sunshine Oilsands will neither raise additional funds nor issue any new shares in connection with the listing on the TSX, and it will maintain its primary listing on the HKSE. Teresa Ko and Ken Martin led the transaction.

Gide Loyrette Nouel has advised Vietnam Joint Stock Commercial Bank for Industry and Trade (VietinBank) in respect of a major IT agreement with Fidelity Information Services (FIS) for the provision of a sophisticated new banking platform. Under the Core Banking Solution Implementation Contract, FIS will deliver a new core banking platform to support VietinBank’s expanding consumer, corporate and international businesses, both in Vietnam and globally. VietinBank, which is listed on the Ho Chi Minh Stock Exchange, is one of Vietnam’s largest banks. FIS is one of the world’s largest providers of banking and payments technologies. Partner Thierry Dor led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie’s member firm in Indonesia, has advised Marubeni Corporation, and PT Supreme Energy Rantau Dedap (SERD), a special purpose company established by Marubeni Corporation, PT Supreme Energy and GDF Suez SA as the sponsors, in respect of the development of the Rantau Dedap geothermal power plant project in the South Sumatra Province of Indonesia. The sponsors entered into a Power Purchase Agreement (PPA) for 30 years with the Indonesian state-owned electricity utility, PT PLN (Persero) (PLN) in respect of the development. SERD will develop the geothermal resources in the Rantau Dedap area and construct a geothermal power plant with a generating capacity of 220MW. Luke Devine led the transaction.

Jones Day has acted as international legal counsel to the placement agents, composed of Kotak Mahindra Capital Company Ltd, Citigroup Global Markets India Private Ltd, Deutsche Equities India Private Ltd, HSBC Securities and Capital Markets (India) Private Ltd and JM Financial Institutional Securities Private Ltd, in respect of the US$160 million qualified institutional placement of equity shares of Mahindra and Mahindra Financial Services Ltd (MMFSL), under section 4(2) and Regulation S of the Securities Act, 1933, which was launched on 7 November 2012 and was completed on 16 November 2012. Mahindra and Mahindra Financial Services Ltd, a subsidiary of Mahindra & Mahindra Ltd, is one of India’s leading non-banking finance companies. Partner Manoj Bhargava led the transaction whilst Amarchand & Mangaldas & Suresh A Shroff & Co, led by partner Yash J Ashar, acted as domestic counsel. Khaitan & Co, led by partner Nikhilesh Panchal, acted as the domestic counsel to MMFSL.

K Law has advised Larsen & Toubro Ltd in respect of the proposed sale of its medical equipments’ division to Skanray Healthcare Private Ltd. The product range of this division comprises patient monitors, ECG machines, syringe pumps, anaesthesia delivery systems, ventilators, defibrillators, cardiac resuscitation systems, ultrasound and colour Doppler imaging, X-ray and C-Arm image intensifiers, hospital turnkey projects, telemedicine solutions and speciality ambulances. Skanray is a Mysore based company engaged in the business of diagnostic imaging products and primary healthcare devices. Partner Naina Krishna Murthy, with partner Praveen Raju, led the transaction. Skanray was represented by DSK Legal.

Khaitan & Co has advised Yazaki Corporation in respect of its strategic 100 percent buyout of Tata AutoComp Systems Ltd, its existing joint venture partner in Tata Yazaki Autocomp Ltd. The transaction also involved detailed advice on buyout strategies to be implemented by Yazaki Corporation. Yazaki Corporation, founded in 1941, serves the global automotive market with wiring harness and related components. It is the world leader in the wiring harness business and has offices across all major geographies. Partners Haigreve Khaitan and Zakir Merchant led the transaction.

Khaitan & Co has also advised TV18 Broadcast Ltd in respect of its rights issue for approximately US$505 million. TV18 Broadcast Ltd is a part of the Network18 Group, operating one of India’s popular television broadcasting networks. Partner Vibhava Sawant acted on the transaction.

Latham & Watkins has represented the bondholders in respect of the restructuring of GTL Infrastructure Ltd’s foreign currency convertible bonds due 2012, resulting in their exchange for new two new series of convertible bonds due 2017 with an aggregate principal amount of US$319 million. GTL, with its subsidiary, is the largest independent telecommunications tower company in India, by number of towers owned. Partners Keith Halverstam, Roger Schwartz, Lene Malthasen and Rajiv Gupta led the transaction. Amarchand Mangaldas, led by partners Gunjan Shah and Pranav Sharma, acted as Indian legal counsel.

Nishith Desai Associates has advised Bennett Coleman and Company Ltd, Times Internet Ltd, a Times Group company, and the Times Group in respect of Times Internet’s sale of its majority stake in TimesofMoney Ltd, its digital payment service providing subsidiary, to Network International LLC, a leading provider of digital payment solutions in the Middle East and Africa. This is the first transaction of the Times Group in the financial technology sector.

Norton Rose in Bangkok has advised Total Access Communication Company Ltd (dtac), Thailand’s second largest mobile operator, in respect of its acquisition of β30 billion (US$1b) unsecured credit facilities from Bangkok Bank Public Company Ltd and a β10 billion (US$330m) unsecured term loan from a club of Japanese banks, consisting of The Bank of Tokyo-Mitsubishi UFJ Ltd Bangkok Branch, Mizuho Corporate Bank Ltd Bangkok Branch and Sumitomo Mitsui Banking Corporation Bangkok Branch. The proceeds will be used mainly for funding a fee for the license to operate 3G mobile services on the 2.1GHz spectrum, to be awarded to dtac’s wholly owned subsidiary DTAC Network Co Ltd, following the successful auction for the license and subsequent development of the 3G mobile network. Tassanai Kiratisountorn led the transaction.

Paul Hastings has represented HKSE-listed China SCE Property Holdings Ltd (China SCE) in respect of its issue of US$200 million 11.5 percent senior notes due 2017. China SCE is a leading property developer based in China’s Fujian province. Deutsche Bank and HSBC were the joint lead managers and joint book-runners and Deutsche Bank Trust Company Americas acted as trustee. Partner Raymond Li led the transaction. Maples and Calder, led by partner Jenny Nip, acted as British Virgin Islands and Cayman Islands counsel whilst Jingtian & Gongcheng Attorneys at Law acted as PRC counsel. Davis Polk advised Deutsche Bank AG Singapore Branch and The Hongkong and Shanghai Banking Corporation Ltd as initial purchasers whilst King & Wood Mallesons acted as PRC counsel.

Rajah & Tann has advised AXA in respect of in its acquisition, through a sale by bidding, of the general insurance (GI) business of the HSBC group in a global deal covering an exclusive 10-year bancassurance agreement with the AXA group as the exclusive provider of GI products distributed by HSBC group companies in Singapore, Hong Kong, Indonesia, India and China. The total deal value is approximately US$494 million. Partners Serene Yeo, Cheng Yoke Ping and Elaine Tay led the transaction which was completed on 5 November 2012. Linklaters also advised the purchaser whilst Clifford Chance and Selvam LLC advised the seller.

Rodyk & Davidson has acted for Amsterdam based brewer Heineken International BV in respect of its notification application to the Competition Commission of Singapore (CCS) pursuant to section 57 of the Competition Act (Cap. 50B).The notification application was in relation to the acquisition of up to the entire issued and outstanding ordinary share capital of Asia Pacific Breweries Ltd (APB) and Asia Pacific Investment Pte Ltd (APIPL). A favourable decision was issued by the CCS on 5 November 2012. The CCS found that the transaction, if carried into effect, will not infringe on the section 54 prohibition of the Act. Heineken has accordingly satisfied the condition of obtaining a favourable decision from the CCS pursuant to the closing of the transaction. Obtaining the approval from the CCS will bolster Heineken’s presence in crucial growth markets in developing Asia. Partner Gerald Singham, with partner Mark Tan, led the transaction which is considered as one of the most significant M&A deals in South-East Asia with a total consideration of approximately S$8.1 billion (US$6.6b).

Shook Lin & Bok has acted as Singapore counsel for RHB Capital Bhd (RHBCap) in respect of its acquisition of 100 percent equity interest in OSK Investment Bank Bhd from OSK Holdings Bhd for approximately RM1.95 billion (US$637m) which was satisfied by RM147.5 million (US$23.7m) in cash and the issuance of 245 million new ordinary shares in RHBCap at an issue price of RM7.36 (US$1.18) per share. This merged entity is considered one of the largest stockbroking firms and investment banks (if not the largest) by assets in Malaysia. Partners David Chong and Ho Ying Ming led the transaction.

Stamford Law is acting as lead legal advisor to Fraser & Neave Ltd (F&N) in respect of what is considered the largest-ever M&A deal in Southeast Asia, with an Overseas Union Enterprise Ltd (OUE)-led consortium launching a US$10.7 billion bid for F&N on 15 November 2012. The consortium is offering S$9.08 (US$7.41) per share for F&N, trumping the earlier TCC Assets offer of S$8.88 (US$7.25) a share. TCC Assets is a special purpose vehicle owned by Thai billionaire Charoen Sirivadhanabhakdi and his wife. Moreover, Japan’s Kirin Holdings – which holds approximately 14.8 percent stake in F&N – have thrown its support for the OUE offer, subject to certain conditions. If the OUE offer triumphs, this will lay the foundation for the F&N conglomerate to be broken up, with Kirin indicating that they will offer to buy F&N’s food and beverage business for S$2.7 billion (US$2.2b), and the remainder of F&N’s businesses being retained by OUE, including the property business. The OUE offer comes on the heels of Heineken’s successful takeover of Asia Pacific Breweries Ltd (APB), a subsidiary of F&N. Partners Min-tze Lean and Lian Seng Yap are leading the transaction.

Stamford Law has also advised Metech International Ltd in respect of its proposed S$4 million (US$3.26m) acquisition of Tonkin Recycling Pte Ltd, a company holding 100 percent interest in a China-based sludge treatment business through a wholly-owned foreign enterprise. Partner Bernard Lui led the transaction.

Watson, Farley & Williams’ Singapore office has advised Standard Chartered Bank in respect of the second and final drawdown under the £53 million (US$84.5m) loan facility to three wholly owned subsidiaries of the UK company Bibby Offshore Ltd, part of Bibby Line Group, in what is Standard Chartered Bank’s second ship finance deal with the UK ship owner in as many years. The second drawdown under the facility was used to finance the purchase of a diving support vessel Bibby Polaris from Toisa Ltd. The purchase of the vessel gives the company 100 percent ownership of one of a small number of high specification DPIII North Sea class DSVs and will join Bibby Offshore’s international fleet which now consists of five subsea support vessels, including the most modern fleet of DSVs in the North Sea. Partner Mehraab Nazir led the transaction.

Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has advised Carrefour, the operator of the hypermarket chain in Malaysia, through its subsidiaries, Magnificient Diagraph Sdn Bhd and Carrefour Malaysia Sdn Bhd, in respect of the disposal of its entire Malaysian operations to Japan listed AEON Co Ltd (AEON) at an enterprise value of €250 million (US$320.4m). Partners Adeline Wong and Munir Abdul Aziz led the transaction, working with Baker & McKenzie Paris on the tax aspects and Clifford Chance as international counsel on the acquisition elements.

WongPartnership has acted for Serina Wee, the former finance director of City Harvest Church, Singapore, in respect of 10 charges – six charges for conspiracy to commit criminal breach of trust and four for conspiracy to falsify accounts. The prosecution alleges that various persons conspired to use some S$24 million (US$19.6m) in church funds for unauthorised uses, and then a further sum of over S$26 million (US$21.2m) to cover up the earlier transactions. Partner Andre Maniam acted on the matter.

WongPartnership is also acting for Harry’s Holdings Ltd in respect of the voluntary conditional cash offer by F&B Asia Ventures Ltd, a special purpose vehicle and subsidiary of Everstone Capital Partners II LLC, for all the issued and paid-up ordinary shares in the capital of the company. Partners Andrew Ang and Chan Sing Yee led the transaction.