Deals – 23 January 2014

Allen & Gledhill has also advised DBS Bank Ltd as arranger and DB International Trust (Singapore) Ltd as trustee for holders of the notes in respect of the establishment of a S$500 million (US$391m) multicurrency medium term note programme by Oxley Holdings Ltd. Under the programme, Oxley issued S$100 million (US$78.2m) fixed rate notes due 2016. DBS was appointed sole dealer for the notes. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the transaction.

Allens has advised Wilson Parking Australia 1992 Pty Ltd in respect of its acquisition of the headlease interest in the Sydney Opera House Car Park for approximately A$80 million (US$70.5m). The 11-storey car park provides 1,176 bays accommodating about 750,000 vehicles annually. The acquisition followed a competitive tender process run by Korda Mentha on behalf of Real Estate Capital Partners Trust 3. The deal will settle once consent from the headlessor (Government Property NSW) to the transfer of the headlease is formally obtained. Partner Nicholas Cowie led the transaction.

Allens has also advised the Plenary Schools consortium in respect of its winning tender for the Queensland Schools Project. Under the deal, which reached financial close in December 2013, Plenary Schools will partially finance, design, build, maintain and provide facilities management services to eight primary schools and two high schools in southeast Queensland’s highgrowth corridor. The construction phase will be completed between now and 2019, with ongoing facilities management and maintenance services being provided to the end of December 2043. The 10 schools will cater to about 10,000 students, with construction of a new primary school and a high school due to commence in January 2014. Partner David Donnelly led the transaction.

Baker & McKenzie is acting for US-based Platinum Equity in respect of its US$500 million purchase of a 70 percent stake in Sensis from Telstra. Platinum Equity is a leading global M&As and operations firm headquartered in Los Angeles. Sensis is the publisher of the Yellow and White Pages phone directories. Partner Craig Andrade is leading the transaction which is Platinum Equity’s first acquisition in Australia.

Baker & McKenzie.Wong & Leow and Wong & Partners, member firms of Baker & McKenzie International in Singapore and Malaysia, have advised Sika AG in respect of the acquisition of LCS Optiroc Pte Ltd and LCS Opitoc Sdn Bhd, a manufacturer of cementitious powder products, from Lim Kim Hong Investment Pte Ltd, Lim Huay Ee and Chong Choong Fee. Partner Jon Worsfold led the transaction.

Clifford Chance has advised Shanghai-based Spring Airlines Co Ltd (Spring Airlines), China’s first and only low-cost airline, in respect of the establishment of, and its investment in, Spring Airlines Japan Co Ltd (Spring Japan), a low-cost carrier entrant to the Japanese domestic airline market. Spring Japan was granted approval from Japan Ministry of Land, Infrastructure, Transport and Tourism to commence operations in May 2014 and plans to operate three domestic services from Tokyo Narita to Takamatsu, Hiroshima and Saga from the end of May 2014. Partner Andrew Whan, supported by partner Tatsuhiko Kamiyama, led the transaction.

Cheung & Lee, in association with Locke Lord (HK), has represented Peace Map Holding Ltd (formerly Mongolia Investment Group Ltd) in respect of its HK$354 million (US$45.64m) disposal of the entire issued share capital of Rich Path Holdings Ltd. Rich Path Holdings, through its subsidiaries, provides maintenance and construction work on civil engineering contracts involving waterworks engineering and slope upgrading for the public sector in Hong Kong, water supply services in the PRC and renovation services in Macau. Partner Wing Cheung led the transaction. Michael Li & Co represented Rich Path Holdings.

Davis Polk has advised China Investment Corporation (CIC) in respect of a block trade by its wholly-owned subsidiary, Chengdong Investment Corporation, of 1.2 billion shares of GCL-Poly Energy Holdings Ltd (GCL-Poly Energy). Proceeds from the transaction were approximately HK$3.12 billion (US$402.2m). GCL-Poly Energy’s shares are listed on the HKSE. CIC is a sovereign wealth fund headquartered in Beijing. GCL-Poly Energy is a green energy supplier based in China. It is one of the largest suppliers of polysilicon in the world and also operates large-scale solar farms globally. Partner Paul Chow led the transaction.

Davis Polk has also advised the underwriters, composed of Barclays Bank PLC, Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, JP Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Inc, Société Générale, US Bancorp Investments Inc and Woori Investment & Securities Co Ltd, in respect of a concurrent SEC-registered Schedule B debt offering by KEXIM of US$750 million floating-rate notes due 2017 and US$750 million four percent senior notes due 2024. KEXIM is an official export credit agency providing comprehensive export credit and guarantee programs to support Korean enterprises conducting overseas business. Partner Eugene C Gregor led the transaction. KEXIM was advised by Cleary Gottlieb Steen & Hamilton as to US law and Yoon & Yang as to Korean law.

Dhir & Dhir Associates has advised India Infrastructure Finance Company Ltd, wholly-owned by the Government of India, and the lead managers, composed of SBI Capital Markets Ltd, Axis Capital Ltd, AK Capital Services Ltd, ICICI Securities Ltd, Karvy Investor Services Ltd and RR Investors Capital Services Private Ltd, in respect of Tranche- II of the public issue of tax-free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act 1961. The issue was over-subscribed on its opening day on 9 December 2013 and was closed on 10 January 2014. Girish Rawat led the transaction.

Herbert Smith Freehills has advised The Hongkong and Shanghai Banking Corporation Ltd and Standard Chartered Bank as joint lead arrangers in respect of a US$100 million secured borrowing base facility to fund the development and operation of the Panzhuang coalbed methane (CBM) block in China. AAG Energy Limited (AAG), a China-focused CBM company, secured the five-year syndicated reserve-based loan for the development of its Panzhuang concessions in China. The concession is the first CBM concession to receive Overall Development Plan approval from the National Development and Reform Commission. AAG also operates the Mabi Block which, with Panzhuang, makes for two of the most commercially advanced CBM blocks in China. Both developments are located in the South Qinshui Basin of China’s Shanxi province. Partners Adrian Cheng, Monica Sun and Alexander Aitken led the transaction.

HSA Advocates has advised Samtel Engineering & Sourcing Solutions Private Ltd and its promoters in respect of the sale of Samtel’s 100 percent stake to Laans Portfolios Private Ltd and Global Economic Advantage Private Ltd, a group which undertakes projects in IT and engineering space in North America, Middle East and India. Samtel is an engineering and outsourcing solutions provider to global companies and multinationals. The transaction also involved sale of 100 percent stake in a German company which was acting as Samtel’s front office in Germany to service clients in Europe. Partners Aparajit Bhattacharya and Harvinder Singh led the transaction.

J Sagar Associates has advised Japanese entity Air Water Inc (AWI) in respect of its acquisition of a majority stake in Ellenbarrie Industrial Gases Ltd, a company listed on the Calcutta Stock Exchange. Post completion of the open offer process, AWI will hold 51 percent in the target company for approximately INR1.06 billion (US$17.1m). Ellenbarrie Industrial Gases Ltd is engaged in the manufacture and trading of industrial gases and provides ancillary products and services. Partners Amitabh Kumar, Somasekhar Sundaresan, Upendra N Sharma, Vikram Raghani, Sidharrth Shankar and Pallavi Puri led the transaction.

J Sagar Associates has also advised private equity fund Nexus Ventures in respect of an investment in SSN Logistics Private Ltd, a company engaged in warehousing and last mile logistics services. This was the second round of investment into the start-up company which had generated the first round of funding from Times Internet Ltd, an Indiatimes group entity. Partner Sidharrth Shankar led the transaction. SSN Logistics was represented by Samvad Partners Bangalore whilst Times Internet was represented by Sandhill Counsel.

Khaitan & Co has advised StepStone Ireland in respect of the India leg of the transaction in relation to indirect acquisition of Saongroup.com India Private Ltd as part of the global acquisition of Saongroup Ltd, an Irish company that operates job portals in 16 countries. Founded in 1996, StepStone is one of the most successful online job board businesses in Europe today. StepStone, including TotalJobs in the UK, operates some of the strongest online job portals with over 25.4 million visits and more than 260,000 jobs per month. Partner Rabindra Jhunjhunwala led the transaction.

Khaitan & Co has also advised Mizuho Bank Ltd in respect of an external commercial borrowing of US$250 million granted to Oil India Ltd to fund its domestic capital expenditure requirements. Mizuho Bank is the core retail banking unit of Mizuho Financial Group, the second-largest financial services company in Japan and one of the three so-called Japanese megabanks. Partner Devidas Banerji led the transaction.

Latham & Watkins represented Bank of America Merrill Lynch and Phatra Securities as joint book-runners in respect of the US$290 million exchangeable bond issuance by an offshore subsidiary of Thailand’s largest agribusiness company, Charoen Pokphand Foods Public Company Ltd. The bonds are exchangeable into shares of CP All Public Company Ltd, Thailand’s largest convenience store operator and the exclusive owner of the 7-Eleven franchise in Thailand. A stock borrow facility was also entered into in connection with the exchangeable bond issuance to facilitate hedging by investors. Partners Michael Sturrock, Lene Malthasen, Oliver Browne and Thomas Vogel led the transaction.

Luthra & Luthra has acted as sole legal counsel to Shriram City Union Finance Ltd in respect of its public offering of non-convertible debentures worth INR1.5 billion (US$24.2m) listed on the BSE and the National Stock Exchange of India. ICICI Securities Ltd was the lead manager to the issue. Shriram City Union Finance, Shriram Group’s retail-financing non-bank financial company, provides various consumer financing products and services in India. It also provides personal and small business loans, as well as loans against gold. Partner Manan Lahoty led the transaction.

Luthra & Luthra has also acted as sole legal counsel to Dhanlaxmi Bank and Elara Capital (India) Private Ltd, as placement agent, in respect of Dhanlaxmi Bank’s issue through qualified institutions placement of 17.5 million equity shares listed on the BSE and the National Stock Exchange of India. Dhanlaxmi Bank provides banking products and services to its customers across retail banking, microfinance and agricultural lending and small and medium enterprises group. In early 2013, it underwent a change in management and submitted a strategic turnaround plan to the RBI to better manage its expansion and improve its financial performance. The firm previously closed a qualified institutional placement (QIP) transaction for the bank in April 2013 and assisted it in complying with certain aspects of its turnaround plan. The second QIP further fortifies the bank’s balance sheets and improves its financial condition. Partner Manan Lahoty also led the transaction.

Majmudar & Partners has acted as Indian counsel to Bank of Baroda London in respect of the reschedulement of certain working capital facilities extended by the bank to United Phosphorus Ltd (UK), Cerexagri Italia SRL (Italy), Cerexagri SAS (France), and Cerexagri BV (The Netherlands) against corporate guarantees provided by UPL Ltd India. Partner Prashanth Sabeshan led the transaction whilst TLT LLP acted as English counsel.

Mayer Brown JSM has advised ING Bank NV Singapore Branch as arranger and book- runner in respect of the issuance by MIAT Mongolian Airlines (MIAT) of US$20 million floating rate guaranteed notes due December 2018. The notes are guaranteed by the Ministry of Finance of the Government of Mongolia and form an important part of MIAT’s acquisition financing of a Boeing 767-300ER aircraft. Partner Jason T Elder, with partners Stephen Walsh, Robert Flanigan and James Taylor, led the transaction.

Morrison & Foerster has represented CCB International Capital Ltd and Bank of China International in respect of the HK$432 million (US$55.7m) IPO by menswear apparel company Fujian Nouqi on the HKSE on 9 January 2014. Partner Ven Tan led the transaction.

Morrison & Foerster has also represented CCB International Capital Ltd and China Galaxy Securities in respect of the HK$420 million (US$54m) IPO of Miko International Holdings, a retailer of children’s apparel, on the HKSE on 15 January 2014. Partner Ven Tan also led the transaction, which was more than 1,000 times oversubscribed, making it one of the most heavily subscribed IPOs in the history of the HKSE.

Paul Hastings has represented Guosen Securities (HK) Capital Company Ltd as the sponsor in respect of the listing by way of introduction of Livzon Pharmaceutical Group Inc’s H-shares converted from B-shares on the HKSE. Livzon Pharmaceutical is a comprehensive pharmaceutical enterprise integrating research and development, production and sales of pharmaceutical products and is already listed on the Shenzhen Stock Exchange. The successful closing of the transaction marks the second B to H-share conversion – making the firm the only international law firm to advise on all of the B to H-share projects launched in the market to date. Partners Raymond Li, Sammy Li and Zhaoyu Ren led the transaction.

Paul Hastings has also represented the mandated lead arrangers, composed of Nomura, Bank of Taiwan, Cathay United Bank Co Ltd, ICBC International Capital Ltd and Maybank Investment Bank Berhad, in respect of the US$330 million term loan facility for AsiaInfo-Linkage Inc’s US$890 million going-private transaction managed by a consortium led by Chinese private equity company CITIC Capital Partners. AsiaInfo is China’s leading provider of telecommunication software solutions. The private investor consortium, which also included Ellington Investments Pte Ltd, provided the equity investment for the transaction. This marks China’s second-largest PE sponsored privatisation. Partner Brett W King, supported by partner Alexander Lee, led the transaction which was first announced in May 2013.

Paul, Weiss has advised Tencent, Asia largest internet company by market value, in respect of its US$193 million investment in HKSE-listed China South City Holdings, a leading logistics firm in China based in Shenzhen. Tencent purchased 680.3 million new shares representing approximately 9.9 percent of the enlarged share capital in China South City. Tencent also has an option to buy 244.8 million additional shares for an additional investment of US$110.5 million. Partner Jeanette Chan led the transaction.

Rajah & Tann is advising SGX-listed AusGroup Ltd (AGL) in respect of its proposed private placement in its capital of 96.1 million new ordinary shares amounting to approximately S$16.1 million (US$12.6m). DBS Bank Ltd is acting as the placement agent. AGL is a leading Australian construction service provider to the resources, energy and industrial sectors. The company also provides access services for construction and maintenance contracts through MAS Australasia Pty Ltd (MAS). The group has an established operations network positioned throughout Australia, Singapore and Thailand. Partners Goh Kian Hwee, Serene Yeo and Cynthia Goh are leading the transaction which was announced on 3 January 2014 and is yet to be completed. Drew & Napier is advising DBS Bank Ltd.

Shook Lin & Bok is acting for TYJ Group Pte Ltd in respect of the S$272.2 million (US$213m) proposed joint investment, by way of equity and loan capital, by TYJ Group and SGX-listed GSH Corporation Ltd’s wholly-owned subsidiary, Borneo Ventures Pte Ltd, in The Sutera Harbour Group Sdn Bhd. Partners Wong Gang and Pearlyn Xie led the transaction.

Slaughter and May has advised HKSE-listed Wanda Commercial Properties Group (Wanda Group) in respect of the formation of a joint venture with its parent company, Wanda Commercial Properties (Hong Kong) (Wanda HK), for the acquisition and redevelopment of a property located in central London, and a shareholder loan facility of approximately HK$875.6 million (US$112.9m) granted by Wanda HK to Wanda Group. Wanda Group’s maximum total capital commitment under the JV is HK$3 billion (US$386.75m). The transactions constituted a major and connected transaction of Wanda Group under the Hong Kong Listing Rules. Wanda Group and Wanda HK are subsidiaries of Dalian Wanda Commercial Properties, a PRC company engaged in property development, property leasing, property management and investment holding. Partner Lisa Chung led the transactions.

Sullivan & Cromwell is representing Anheuser-Busch InBev (AB InBev) in respect of its re-acquisition of Oriental Brewery Co Ltd (OB), the leading brewer in South Korea, from KKR and Affinity for US$5.8 billion. The transaction, announced on 20 January 2014, is the largest inbound acquisition and the largest private equity deal in Korean history and the largest M&A deal in Asia in 2014 to date. The agreement returns OB to the AB InBev portfolio, after AB InBev sold the company in July 2009, following the combination of InBev and Anheuser-Busch, in support of the company’s deleveraging target. AB InBev will reacquire OB earlier than July 2014, as it was originally entitled to under the 2009 transaction. Partners Michael DeSombre and Frank Aquila led the transaction which is subject to regulatory approval in South Korea as well as other customary closing conditions, and is expected to close in the first half of 2014.

Sullivan & Cromwell has also represented China Shenhua Overseas Development & Investment Company Ltd in respect of its shale gas-related acquisition and joint development agreement with Energy Corporation of America (ECA). Pursuant to the agreement, Shenhua Overseas acquired an undivided 50 percent interest in certain oil and gas leases in the Marcellus Shale Formation in Greene County, Pennsylvania and other related assets from ECA. The parties will jointly develop 25 wells on the leases. Partners Garth Bray, Eric Kadel and Chris Mann led the transaction.

Weerawong, Chinnavat & Peangpanor has advised The Siam Commercial Bank PCL (SCB), one of Thailand’s largest and most venerable financial institutions, in respect of the sale of its 60.86 percent equity stake in The Siam Commercial Samaggi Insurance PCL (SCSMG), a major general insurance company in Thailand, to ACE Group, a global insurance and financial services firm based in the US. The transaction presents an excellent opportunity for ACE to further build its business in a fast-growing market by expanding its presence in personal and small commercial insurance. SCB and ACE Group have reached a conditional agreement on 13 January 2014 for the sale of the equity stake at β3.74 billion (US$113.6m). Partner Weerawong Chittmittrapap led the transaction which, as contemplated by the agreement, will likely be completed in the second quarter of 2014.

Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, together with Baker & McKenzie offices in London, Chicago, Sydney, Toronto, Hong Kong, Singapore, Frankfurt and Amsterdam, has advised Malayan Banking Bhd (Maybank) and CIMB Bank Bhd Labuan Branch (CIMB) in respect of the US$75 million banking facilities granted to a British Virgin Islands company as the borrower. Proceeds will be used to part finance the borrower’s acquisition of a company that owns a globally recognised toiletries brand. As part of the arrangement to secure the financing, various selected core operating companies of the borrower were required to give securities over their respective assets and properties. The deal is one of the first transactions involving an intellectual property securitisation in Malaysia. Partner Mark Lim led the transaction.

WongPartnership has acted for British and Malayan Trustees Ltd and DBS Trustee Ltd as notes trustees, DBS Bank Ltd as paying agent, and Tricor Singapore Pte Ltd as meeting agent, in respect of the consent solicitation exercises relating to (a) S$150 million (US$117.34m) 3.62 percent notes due 2015 issued by Fraser & Neave Ltd (F&N) comprising Series 003, issued pursuant to F&N’s S$1 billion (US$782.3m) Medium Term Note Programme (MTNP); (b) S$108.25 million (US$84.68m) 5.5 percent notes due 2016 issued by F&N Treasury Pte Ltd (F&NT) comprising Series 009, issued pursuant to F&NT’s S$2 billion (US$1.56b) MTNP and guaranteed by F&N; (c) S$200 million (US$156.47m) 6 percent notes due 2019 issued by F&NT comprising Series 010, issued pursuant to F&NT’s S$2 billion (US$1.56b) MTNP and guaranteed by F&N; (d) S$50 million (US$39.12m) 2.45 percent notes due 2015 issued by F&NT comprising Series 011, issued pursuant to F&NT S$2 billion (US$1.56b) MTNP and guaranteed by F&N; (e) S$220 million (US$172m) 2.48 percent bonds due 2016 issued by F&NT; and (f) S$80 million (US$62.58m) 3.15 percent bonds due 2018 issued by F&NT. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership has also acted for WBL Corporation Ltd in respect of its voluntary delisting from the SGX-ST and proposed exit offers by UE Centennial Venture Pte Ltd, a wholly-owned subsidiary of United Engineers Ltd (UE), for all the issued ordinary stock units and outstanding convertible bonds of WBL, other than those already owned, controlled or agreed to be acquired by the offeror. Partners Ng Wai King and Chan Sing Yee led the transaction.