Deals – 24 April 2014

Allen & Gledhill has advised Oversea-Chinese Banking Corporation Ltd (OCBC) in respect of the issue of US$1 billion 4 percent subordinated notes due 2024 under its US$10 billion global medium term note programme. The notes are the first Basel III capital instrument issued by OCBC and are the largest Basel III bond issued in Asia ex-Japan. The notes are expected to qualify as Tier 2 capital of OCBC under the Basel III framework of the Monetary Authority of Singapore. Partners Glenn Foo and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised DBS Bank Ltd, as arranger, issuing and paying agent, agent bank, registrar and transfer agent, and as dealer for the perpetual securities, and DBS Trustee Ltd in respect of the update of the multicurrency debt issuance programme established by Vibrant Group Ltd. The update provides that, in addition to notes, perpetual securities may be issued under the programme, and that the maximum aggregate principal amount of securities that may be issued under the programme be increased from S$400 million (US$318.5m) to S$500 million (US$398m). Under the programme, Vibrant Group issued S$100 million (US$79.6m) 7.35 percent subordinated perpetual securities. Partners Margaret Chin and Sunit Chhabra led the transaction.

Clifford Chance has advised Telekom Malaysia Berhad (TM), a leading fixed-line and broadband provider in Malaysia, in respect of the international aspects of its investment agreement with Green Packet Berhad, a global player in 4G devices, and SK Telecom Co Ltd, the top South Korean mobile operator in one of the most advanced LTE markets globally, to offer customers a full suite of converged communications services through the development of next-generation Long Term Evolution (LTE) infrastructure. As part of the agreement, TM will initially invest RM350 million (US$107m) into Packet One Networks (Malaysia) Sdn Berhad (P1) through subscription of new ordinary shares to make TM the majority shareholder with an estimated 57 percent stake, whilst Green Packet and SK Telecom remain as key strategic shareholders of P1 upon completion. TM will additionally invest up to RM210 million (US$64.3m) into Green Packet through newly issued redeemable exchangeable bonds, which may be exchanged into Green Packet’s stake in P1 in the future. In addition, TM, SK Telecom and Green Packet will have the option to invest up to RM1.65 billion (US$505m) through subscriptions for convertible bonds issued by P1 for the implementation of P1’s business plan. The transaction is subject to regulatory and Green Packet shareholder approvals. Partner Lee Taylor, supported by partner Daniel Sandelson, led the transaction whilst Wong & Partners acted as Malaysian counsel.

Davis Polk has advised the underwriters led by Deutsche Bank AG Hong Kong Branch and Citigroup Global Markets Asia Ltd as joint sponsors and joint global coordinators in respect of the IPO and listing on the HKSE and an international offering in reliance on Rule 144A/Regulation S of BAIOO Family Interactive Ltd. The gross proceeds from the global offering amounted to approximately HK$1.5 billion (US$193.46m) without the exercise of the over-allotment option. Headquartered in Guangzhou, BAIOO is China’s largest online entertainment destination designed for children, as measured by revenue in 2013. Partners Bonnie Y Chan, James C Lin and John D Paton led the transaction whilst Jingtian & Gongcheng advised as to PRC law. BAIOO was advised by Kirkland & Ellis as to US and Hong Kong laws and Jun He Law Offices as to PRC law.

Davis Polk has also advised Citigroup Global Markets Inc, The Hongkong and Shanghai Banking Corporation Ltd, Goldman Sachs (Asia) LLC, CCB International Capital Ltd and JP Morgan Securities plc as the joint global coordinators and the representatives to the initial purchasers in respect of the Rule 144A/Regulation S offering by Sinopec Group Overseas Development Ltd, a wholly-owned subsidiary of China Petrochemical Corporation, of its US$1.25 billion 1.75 percent senior notes due 2017, US$750 million 2.75 percent senior notes due 2019, US$1 billion 4.375 percent senior notes due 2024, US$1.5 billion senior floating-rate notes due 2017 and US$500 million senior floating-rate notes due 2019. The offering is the largest global debt offering by a mainland Chinese corporation to date. China Petrochemical is the largest integrated petroleum and petrochemical company in China and one of the largest in the world in terms of operating revenue. Partners Eugene C Gregor and John D Paton led the transaction. China Petrochemical Corporation was advised by Skadden, Arps, Slate, Meagher & Flom as to US and Hong Kong laws, Haiwen & Partners as to PRC law and Conyers Dill & Pearman as to BVI law.

Dentons has advised MMG Ltd, a subsidiary of state owned enterprise Minmetals, in respect of leading a consortium to enter into a share purchase agreement (SPA) with GlencoreXstrata to acquire the Las Bambas copper project in Peru for US$5.85 billion. Partners Sarah Zeng and Alan Hutchison led the transaction whilst White & Case acted as co-counsel.

Gibson, Dunn & Crutcher has represented NYSE-listed MGM Resorts, a world leader in experiential hospitality, in respect of its alliance with Hakkasan Group, a distinguished global lifestyle company offering a unique approach to restaurant, lounge, nightlife and daylife experiences, for the formation of a joint venture hotel management company to be named MGM Hakkasan Hospitality. The JV will focus on the design, development and management of luxury non-gaming hotels, resorts and residential offerings under the Bellagio, Hakkasan, MGM Grand and SKYLOFTS brands in key international gateway cities and prime resort destinations across the globe. All of the hotel and resort projects currently under development by each group will be contributed to the joint venture, including MGM projects in the Americas, the Middle East and Asia, and Hakkasan projects in Abu Dhabi and Dubai. Partners John Williams and Benjamin Rippeon led the transaction.

J Sagar Associates has advised Lodha Group in respect of its proposed acquisition of an 88-acre land parcel in Thane, a Mumbai suburb, from the specialty chemical maker Clariant Chemicals (India) Ltd for INR1,154 crores (US$189.8m). The Lodha Group aims develop projects on the land parcel once the transaction is concluded later this year. Partners Berjis Desai, Varghese Thomas and Jamshed Bhumgara led the transaction. Clariant Chemicals was represented by Wadia Ghandy and Co led by partner Dhawal Mehta.

Khaitan & Co has advised leading global information services and solutions provider Wolters Kluwer Inc USA in respect of the Indian leg of the transaction in relation to its acquisition of the remaining 62 percent in Third Coast Holding, including its wholly-owned Indian subsidiary DataCert Consulting Private Ltd, for US$180 million, subject to closing adjustments. Partner Aakash Choubey led the transaction with assistance from partner Bijal Ajinkya.

Khaitan & Co has also advised Muthoottu Mini Financiers Ltd in respect of its approximately US$33 million IPO of secured redeemable non-convertible debentures (NCDs). Muthoottu Mini Financiers is a Reserve Bank of India-registered NBFC headquartered in the state of Kerala, India and belongs to the Muthoottu Mini Group. Executive Director Sudhir Bassi and partner Nikhilesh Panchal led the transaction.

Kirkland & Ellis is advising the independent committee of the board of directors of NYSE-listed iSoftStone Holdings Ltd (iSoftStone), a leading China-based IT services provider, in respect of its acquisition by iSoftStone’s chairman and China Everbright. The merger agreement was announced on 18 April 2014. iSoftStone entered into the merger agreement with New iSoftStone Holdings Ltd (NiH) and New iSoftStone Acquisition Ltd (NiA), pursuant to which NiH will acquire iSoftStone for US$0.57 per ordinary share or US$5.70 per American Depositary Share, each representing ten shares. After completion of the transaction, NiH will be beneficially owned by iSoftStone Chairman and CEO Tianwen Liu and funds managed by China Everbright Investment Management Ltd and certain other iSoftStone management members and shareholders and their respective affiliates. As of 31 March 2014, the buyer group beneficially own approximately 21.9 percent of the outstanding shares, excluding outstanding options and restricted share units of iSoftStone. Partners David Zhang, Jesse Sheley and Stephanie Tang are leading the transaction, which is subject to various closing conditions. iSoftStone is advised by Hankun Law Offices, Maples and Calder and O’Melveny & Myers as to PRC, Cayman Islands, and US laws, respectively. Cleary Gottlieb Steen & Hamilton is serving as US counsel to the buyer group whilst Zhong Lun Law Firm and Conyers Dill & Pearman are serving as PRC and Cayman Islands counsels, respectively. Clifford Chance is serving as Hong Kong and English law counsels to the mandated lead arranger of the debt financing whilst Fangda Partners and Walkers are serving as PRC and Cayman Islands counsels, respectively, to the mandated lead arranger of the debt financing.

Luthra & Luthra has advised a consortium of 22 lenders, with ICICI Bank as the monitoring institution, in respect of the corporate debt restructuring of Shiv-Vani Oil and Gas Exploration Services Ltd. With the restructured secured facilities aggregating INR3,000 crores (US$493.7m) and comprising of working capital, ECB, term loans, FITL, WCTL and priority loan, it was one of the most complex CDR deals of the year. The deal had almost all leading PSU and private banks, financial institutions and NBFCs participating into it. The transaction involved restructuring of rupee term and rupee working capital facilities (fund and non-fund based) as well as ECB facilities. It envisaged add-on priority loans and recoupment of certain investments. Partner Piyush Mishra led the transaction.

Luthra & Luthra has also advised Ranbaxy Laboratories Ltd, its independent directors and its senior management in respect of definitive agreements with Sun Pharmaceutical Industries Ltd pursuant to which Sun Pharma will acquire 100 percent of Ranbaxy in an all-stock transaction. Under these agreements, Ranbaxy shareholders will receive 0.8 share of Sun Pharma for each share of Ranbaxy. The deal, which has an equity value of approximately US$3.2 billion and overall enterprise value of approximately US$4 billion, would create the largest pharma company in India and the 5th largest specialty generic pharma company in the world. Daiichi Sankyo, the promoters of Ranbaxy, will become the second-largest shareholder of Sun Pharma with nine percent while Shangvi family who currently owns 63.65 percent will hold 54.7 percent of the combined entity. Partners Rajiv Luthra, Bobby Chandiok, Sameer Dudoria, Sundeep Dudeja, Damini Bhalla and Vaibhav Kakkar led the transaction. Daiichi Sankyo was advised by Davis Polk & Wardwell and Amarchand & Mangaldas & Suresh A Shroff & Co. Sun Pharma was advised by Shearman & Sterling, Crawford Bayley & Co and S H Bathiya & Associates.

Milbank, Tweed, Hadley & McCloy has advised Merrill Lynch and Morgan Stanley as the underwriters in respect of the US$945 million common stock offering by NYSE-listed insurance conglomerate Arthur J Gallagher & Co. Proceeds will be used, in part, to fund its acquisition of the insurance brokerage business of Wesfarmers Ltd, one of the largest insurance broking networks across Australia and New Zealand. Gallagher’s offering comprised of 21.85 million shares of its common stock. The nearly US$939 million purchase from Wesfarmers is the largest acquisition in Gallagher’s history. In addition to substantially funding the contemplated acquisition, Illinois-based Gallagher may use some of the offering’s proceeds to fund previous acquisitions and for general corporate purposes. Partner James Ball, supported by partners Andrew Walker and Lawrence Kass, led the transaction which closed on 16 April 2014.

Paul Hastings has represented SGX-listed real estate fund Forterra Trust in respect of its disposition of the property in Beijing known as Beijing Logistics Park to SGX-listed real estate fund Global Logistic Properties Ltd. Beijing Logistics Park is a logistics warehouse located in Beijing’s Shunyi District, adjacent to Beijing International Airport. It was completed in April 2012 and had an occupancy rate of 100 percent as of 31 December 2013. Partner Wayne Ma led the transaction.

WongPartnership has acted for The Bank of New York Mellon, as trustee, issuing and paying agent and agent bank, in respect of the establishment of an S$800 million (US$637m) multicurrency medium term note programme by Singapore Management University. DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd were the arrangers and dealers of the programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership is also acting for CLSA Singapore Pte Ltd, the Singapore financial adviser to Pioneer Top Holdings (PTH), in respect of the conditional cash exit offer by CITIC Securities Corporate Finance (HK) Ltd and CLSA Singapore Pte Ltd for and on behalf of PTH, to acquire all the issued ordinary shares in China XLX Fertiliser Ltd other than those already owned, controlled or agreed to be acquired by PTH and parties acting in concert with it, and the shares and bonds of the shareholders and bondholder who have provided an undertaking not to accept the offer in respect of the relevant shares and bonds held by them, in connection with the proposed voluntary delisting of China XLX Fertiliser from the SGX. Partners Andrew Ang and Audrey Chng led the transaction.

WongPartnership has acted for DBS Bank Ltd and Standard Chartered Bank, as joint lead managers and book-runners, in respect of the issuance of S$200 million (US$159.2m) 6.9 percent fixed rate notes due 2019 by Amtek Engineering Ltd under its S$500 million (US$398m) multi-currency MTN Programme established on 10 May 2013. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction.

WongPartnership has acted for Vallianz Holdings Ltd in respect of its establishment of a S$500 million (US$398m) Multicurrency Debt Issuance Programme and its issuance of S$100 million (US$79.6m) 7.2 percent fixed rate notes due 2016 under the programme. DBS Bank Ltd acted as the sole lead manager and book-runner for the programme and the notes. Partner Goh Gin Nee led the transaction.