Allen & Gledhill has advised Medco Energi Internasional, through its wholly-owned Singapore-incorporated subsidiary Medco Strait Services, on the issue of US$300 million 8.5 percent senior notes due 2022. Partners Glenn Foo and Sunit Chhabra led the transaction.
Ashurst has advised Barclays, Deutsche Bank, Investec, JP Morgan and Morgan Stanley as the joint book-runners on Greenko’s US$1 billion green bond offering, Asia’s largest corporate dollar green bond issuance to date. JP Morgan acted as the lead green structuring agent. The seven-year dollar bond is split across two tranche maturities, comprising US$350 million 4.875 percent senior notes due 2022 and US$650 million 5.25 percent senior notes due 2024. The proceeds will be used to refinance Greenko’s US$550 million bond due 2019 and invest in various clean energy projects including the newly acquired solar assets from SunEdison India. Backed by Singapore sovereign wealth fund GIC and the Abu Dhabi Investment Authority, Greenko is one of India’s leading clean energy companies, with a 1.9 GW portfolio across wind, solar and hydro power. It acquired and integrated SunEdison’s India assets in 2016. Global head of high yield Anna-Marie Slot, assisted by partner David Nirenberg, led the transaction.
Ashurst has also represented Alberta Investment Management Corporation (AIMCo) on its US$300 million cornerstone commitment to Macquarie Asia Infrastructure Fund 2 and on negotiating the terms of its significant investment. AIMCo is one of Canada’s largest and most diversified investment managers, with more than C$90 billion (US$71.7mb) assets under management. The commitment made by AIMCo to the fund underscores both the current trend in the market towards very large fund raisings getting off successfully and the advantage that being a cornerstone investor, with a significant capital commitment, brings to being able to negotiate favourable investment terms. Asia head of private investment funds Dean Moroz, supported by partner James Comber, led the transaction.
AZB & Partners has advised Tata Motors, Sheba Properties, Tata Capital Growth Fund I and Alpha TC Holdings, existing shareholders of Tata Technologies, on the Rs23 billion (US$359m) acquisition of an approximately 49 percent stake by Warburg Pincus affiliate Green Boat Investment in Tata Technologies from the existing shareholders. Partner Rahul Rai led the transaction, which was completed on August 9, 2017.
AZB & Partners is also advising SoftBank Vision Fund and its subsidiary SVF Holdings (Jersey) on SVF’s acquisition of an approximately 20 percent stake of Flipkart, on a fully diluted basis. Senior partner Vinati Kastia is leading the transaction, which was valued in excess of US$2 billion and is yet to be completed.
Conyers Dill & Pearman has acted as special counsel in the Cayman Islands to Fantasia Holdings Group and its British Virgin Islands subsidiary guarantors, Fantastic Victory, Wisdom Regal and Fantasia Financial Community Group, on the company’s issue of US$300 million 7.95 percent senior notes due 2022. Fantasia Holdings is a leading property developer and property related service provider in China. Hong Kong partner Anna Chong, working alongside Sidley Austin and Commerce & Finance Law Offices, led the transaction.
Conyers Dill & Pearman has also provided Cayman Islands advice to Modern Land (China) on its international offering of US$130 million 6.5 percent senior notes due 2018. Modern Land provides real estate development, property investment, hotel operation, project management, real estate agency, immigration and household technology services in China and the US. It also offers technology development and consulting services. Hong Kong partner Lilian Woo, working alongside Sidley Austin and Junhe, led the transaction.
Corrs Chambers Westgarth has acted for Frasers Property, lead member of the Aspire consortium and the appointed developer of Ivanhoe Estate, Australia’s largest social and affordable housing redevelopment project. The NSW Government has announced the Aspire consortium, which includes development partners Frasers Property Australia, Citta Property Group and community housing partner Mission Australia Housing, as the successful tenderer for the Ivanhoe Estate development. Off Epping Road in Sydney’s northern suburbs, the project will be developed into an integrated community of around 3,000 homes, including at least 950 social housing units and 128 affordable rental units, over the next 10-12 years. These social housing units will be managed by Mission Australia Housing. The project will be delivered in stages, with work expected to start in late 2017. The first stage will include the replacement of the existing 259 social housing units and is expected to be completed three years after development approval. Partner Nathaniel Popelianski led the transaction.
HHP Law Firm and Baker McKenzie Wong & Leow, Baker McKenzie’s member firms in Indonesia and Singapore, have advised Kereta Cepat Indonesia China (KCIC) on the development and financing of Indonesia’s first high-speed railway project connecting Jakarta and Bandung. This is also China’s first high-speed railway project in Indonesia, and the first time China has allowed a state-owned company to fully immerse itself in an overseas project in terms of design and construction. The project is financed through a loan provided by the China Development Bank, which provides roughly 75 percent of the funding, while the rest is arranged by KCIC as equity. While the agreements had been signed in Beijing on May 14, 2017, construction is expected to be finished in 2019 and is due to operate in early 2020. The team has also represented Pilar Sinergi BUMN and the Indonesia Consortium, which is composed of Wijaya Karya, Kereta Api Indonesia, Jasa Marga and Perkebunan Nusantara VIII, on the establishment of KCIC, the joint venture company that was formed with Beijing Yawan, the subsidiary of, among others, China Railway. HHP Law partner Mita Guritno, supported by partners Kirana Sastrawijaya, Muhammad Karnova, Cahyani Endahayu and Mita Djajadiredja in Jakarta, as well as finance and project principals James Huang and Milan Radman from Baker McKenzie Wong & Leow in Singapore, led the transaction.
Khaitan & Co has advised Pepe Jeans Europe on its 50-50 joint venture with Dollar Industries to manufacture and market premium fashion innerwear, loungewear, gymwear, sleepwear and track suits for adults and kids in India, Nepal, Bangladesh, Sri Lanka and Bhutan, under the Pepe Jeans brand name. Pepe Jeans retails and distributes Pepe Jeans in Europe. Founded in 1995 and based in Amsterdam, it operates as a subsidiary of Pepe Jeans London. Partner Bhavik Narsana led the transaction.
Khaitan & Co has also acted as Indian counsel to the bookrunning lead managers, comprising of JM Financial Institutional Securities, Axis Capital, BNP Paribas, Citigroup Global Markets India, Deutsche Equities India. ICICI Securities, Kotak Mahindra Capital and SBI Capital Markets, on the IPO of up to 120 million equity shares of SBI Life Insurance, through an offer for sale by the State Bank of India and BNP Paribas Cardif, of up to 80 million and 40 million equity shares, respectively. SBI Life is one of the leading life insurance companies in India and is a joint venture between India’s largest bank, State Bank of India, and leading global insurance company BNP Paribas Cardif. Partner Abhimanyu Bhattacharya and associate partner Aditya Cheriyan led the transaction.
Luthra & Luthra, along with Latham & Watkins, has advised Baxter and its affiliates on the acquisition of Claris Injectables from India-listed Claris Lifesciences. Baxter has also simultaneously purchased the overseas injectables business of the Claris group from Elda International & Claris Pharmaservices. A sterile injectables pharmaceutical company with a global market presence, Claris Injectables manufactures and/or markets products across multiple delivery systems, markets, and therapeutic segments. The transaction was structured as a share acquisition with a small component of subscription into Claris Injectables to meet its existing debt obligations. The transaction integrates well into the vision of the Baxter group for 2020, as the product portfolio of Claris Injectable is an ideal complement to its own, and would immediately expand Baxter’s presence and potential in a core growth category. Baxter valued the injectables business at US$625 million. Senior partner Mohit Saraf, supported by partners Apurva Jayant, Vikas Srivastava, Lokesh Shah, Jatinder Pal Singh, Gayatri Roy, Nirupam Lodha, Sachit Mathur, Sundeep Dudeja, Saurabh Tiwari and Anshul Jain, led the transaction, which closed on July 27, 2017.
Luthra & Luthra is also advising Kotak Mahindra Capital, Axis Capital, IDFC Bank, Nomura Financial Advisory and Securities (India) and YES Securities (India), as the book-running lead managers on the proposed IPO of New India Assurance, one of the largest general insurance companies in India. Partner Manan Lahoty is leading the transaction.
Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to 21Vianet Group on its issuance of US$200 million 7 percent notes due 2020. The notes will be listed in Singapore. The company is a leading carrier-neutral internet data centre services provider in China. Partner Richard Spooner led the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel.
Rajah & Tann Asia has acted for Krung Thai Bank as lender in the grant of a facility to Singha Estate, for the issuance of standby letters of credit to support Singha Estate’s US$182 million two percent standby letter of credit-backed convertible bonds due 2022 listed in Singapore. This is the largest public convertible bond issuance by a Thai company in recent years. Partners Nicholas How from R&T Singapore and Piroon Saengpakdee from R&T Asia (Thailand) led the transaction.
Rajah & Tann Asia has also 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 to approximately US$500 million within the last year. Partners Chia Kim Huat and Lorena Pang from R&T Singapore led the transaction.
Rajah & Tann Singapore is advising Credit Suisse (Singapore) on the pre-conditional voluntary general offer by Hong Kong-listed HNA Belt and Road Investments (Singapore) to acquire 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 HNA, its related corporations and their respective nominees. Credit Suisse is acting as financial advisers to Stanley Liao, Ng Tai Chuan and Chung Boon Hoe, the shareholders of C & P Holdings, which is the controlling shareholder of CWT. Based on S$2.33 (US$1.71) per share, the offer values the company at approximately S$1.4 billion (US$1b). This acquisition is a milestone for HNA’s strategy in becoming a leading diversified international investment company. CWT Group’s extensive logistics capabilities and advanced commodity trading and financial services platform will allow HNA to simultaneously enter into logistics, engineering, financial services and commodity trading businesses, and have a presence across approximately 90 countries globally. Partner Sandy Foo is leading the transaction, which was announced on April 9, 2017 and is yet to be completed. Baker McKenzie is acting as Hong Kong counsel to HNA Holding.
Rajah & Tann Singapore has also advised Singapore-listed Healthway Medical on the voluntary conditional cash offer by RHB Securities Singapore, on behalf of Gentle Care, to acquire all the issued and paid-up ordinary shares in the capital of Healthway, including all those owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with Gentle Care. Based on S$0.042 (US$0.03) per share, the offer valued Healthway at approximately S$103.3 million (US$75.9m). Healthway’s principal activities are investment holding and healthcare management. Partner Sandy Foo also led the transaction, which was completed on May 12, 2017. Lee & Lee advised Gentle Care.
Shardul Amarchand Mangaldas & Co has advised PVR on the approximately Rs860 million (US$13.4m) sale of the 100 percent shareholding in the arcade games joint venture company PVR BluO Entertainment to Smaaash Entertainment. PVR owns 51 percent in PVR BluO, while Thailand’s Major Cineplex Group owns the rest. PVR BluO currently operates six indoor and outdoor gaming centres across India, with two additional centres expected to open shortly. The sale is part of PVR’s strategy to sell non-core assets and focus on its main cinema exhibition business. Partner Akila Agrawal, supported by partner Sourav Kanti De Biswas, led the transaction, which was signed on August 8, 2017 and is expected to close in approximately 15 -20 days. ANM Global advised Smaaash.
Shardul Amarchand Mangaldas & Co has also advised Kagome (Japan), ASG and Preferred Brands International on the acquisition of Preferred Brands and its subsidiaries, including Tasty Bites Enterprises. The primary transaction is valued at approximately US$172 million and will be followed by an open offer, valued at Rs3.52 billion (US$55m). Tasty Bites is a leading Indian manufacturer of packaged, ready-to-eat food products. As part of the transaction, Mars, through its group company Effem Holdings, has agreed to acquire 100 percent stake in Preferred Brands, including its Indian subsidiaries, Tasty Bites and Preferred Brands (India) Foods, from its existing shareholders Kagome and ASG. The said indirect acquisition of Tasty Bites is deemed a direct acquisition and will trigger an open offer under the SEBI (SAST) Regulations. Effem Holdings has made an open offer for 661,190 shares of Tasty Bite Eatables at Rs5,323.87 (US$83) per equity share. Partners Sandip Beri and Akila Agrawal, supported by partner Amit Singhania, led the transaction, which was signed on August 14, 2017 and is expected to close by the end of October 2017. Giannuzzi Group acted as US counsel for ASG and its members. Squire Patton Boggs acted as US counsel for Kagome. Skadden, Arps, Slate, Meagher & Flom and AZB & Partners acted as US counsel and Indian counsel, respectively, for Mars International and affiliates.
Shearman & Sterling has advised International Finance Corporation (IFC), Clifford Capital and CDC Group as the lenders on the financing of the approximately US$412 million, 414MW (gas) / 333MW (fuel oil) greenfield, dual-fuel Sirajganj independent power producer (IPP) power project. Clifford Capital is a Singapore-based specialist provider of structured finance solutions, while CDC Group is the UK government’s development finance institution. The project, located in the Sirajganj region of Bangladesh, marks the first IPP in recent years to be financed on a limited-recourse basis. This will be the second largest independent power plant in the country and represents the largest foreign direct investment into this sector in recent years. The debt package is approximately US$309 million and is divided among the lenders, as well as the Japan International Cooperation Agency, brought in by IFC. A portion of Clifford Capital’s tranche will be covered by the Multilateral Investment Guarantee Agency. The tenor of the loans is the longest project financing debt tenor to be achieved in Bangladesh. The project was procured as public-private partnership on a build, own and operate basis and is scheduled to commence simple cycle operations in 2018. The project, which was awarded to Sembcorp Utilities by Bangladesh in September 2015, is the first of its kind with a foreign investor in the power sector in Bangladesh. SembCorp will own 71 percent in the project, while the Bangladesh state-owned North West Power Generation Company will hold the remaining 29 percent. Upon completion, the plant will supply power to the grid under a 22.5-year power purchase agreement with the Bangladesh Power Development Board. Partner Bill McCormack led the transaction.
Simpson Thacher has represented Celltrion Healthcare on the IPO of approximately 24.6 million shares of its common stock. The offering raised W1.01 trillion (US$892m) in gross proceeds. Celltrion Healthcare’s common shares were offered as a registered IPO in Korea and a Regulation S offering outside Korea. Mirae Asset Daewoo acted as global coordinator and joint book-runner, UBS acted as joint book-runner, and Macquarie, Hanwha Investment & Securities and Shinhan Investment acted as co-managers. Korea-based Celltrion Healthcare is a leading global marketing and distribution company specialising in the biosimilar market. Head of Seoul office Youngjin Sohn led the transaction.
Skadden has represented MassMutual International, Massachusetts Mutual Life Insurance Company’s international insurance holding company, on the sale of Hong Kong-based MassMutual Asia by MassMutual to Hong Kong-listed Yunfeng Financial Group and several other Asia-based investors. Under the terms of the transaction, MassMutual International will receive approximately US$1.01 billion in cash and 800 million shares of Yunfeng stock worth approximately US$668 million, which is equivalent to approximately 24.8 percent of the expanded capital of Yunfeng. In turn, Yunfeng will hold a direct 60 percent interest in MassMutual Asia. The other strategic investors, namely Meyu International, City-Scape, Ant Financial Services Group, Sheen Light Development, SINA, Harvest Billion International and Giant Investment (HK), will hold the remaining interest in MassMutual Asia. Partners Jonathan Stone, Edward Lam, Clive Rough, Rory McAlpine, Bradley Klein, Robert Sullivan, Todd Freed, Cliff Gross, Jessica Hough, Moshe Spinowitz and Alex Jupp led the transaction, which was announced on August 17, 2017.
SyCip Salazar Hernandez & Gatmaitan (SyCipLaw) has acted as lead counsel for Maynilad Water Services on an UNCITRAL-governed international arbitration case against the Republic of the Philippines, regarding the implementation of an earlier rate rebasing arbitration case filed by Maynilad as concessionaire against a Republic-owned water utility, Metropolitan Waterworks and Sewerage System (MWSS). On July 24, 2017, the tribunal unanimously found in a final first partial award that the Republic had breached its undertaking letter and ordered it to indemnify Maynilad for the approximately PhP3.42 billion (US$66.7m) in actual losses it had suffered from March 11, 2015 to August 31, 2016. Partners Emmanuel Lombos and Arlene Maneja led the transaction.
WongPartnership is acting as Singapore counsel for Australia and New Zealand Banking Group on the transfer of its wealth management and retail banking business to DBS Bank in Singapore. Partners Chou Sean Yu, Annabel Kang and Chan Jia Hui are leading the transaction.
