Deals – 24 March 2011

Allen & Gledhill has also advised Temasek Holdings (Private) Ltd (Temasek Holdings) and Temasek Financial (II) Private Ltd (Temasek Financial) in respect of Temasek Financial’s establishment of a US$5 billion Euro-commercial paper programme which is unconditionally and irrevocably guaranteed by Temasek Holdings. Partners Yeo Wico and Sunit Chhabra led the transaction.

Allens Arthur Robinson has advised Bush Heritage Australia (BHA), a non-profit organisation dedicated to protecting Australia’s wildlife, in respect of the acquisition of two parcels of land at Liffey, 47km south-west of Launceston, Tasmania. A long-standing pro bono client of the firm, BHA was founded by Greens leader Bob Brown 20 years ago. The land at Liffey, measuring 14ha, includes the property known as ‘Oura, Oura’, which was Brown’s personal retreat for almost 40 years and is also home to native animals including platypus, falcons, quolls and bandicoots. Brown donated the property to BHA so that it can be preserved for the enjoyment of future generations. Partners Mark Stubbings and Adrian Chek led the transaction.

Amarchand & Mangaldas has advised JP Morgan Advisors Private Ltd, the Indian non-banking financial company arm of JP Morgan, in respect of real estate financing provided to Parsvnath Landmark Developers Private Ltd, a subsidiary of Parsvnath Developers Private Ltd and an SPV for development of a luxury residential project “La Tropicana” at Khyber Pass, Civil Lines, Delhi, by way of a senior secured loan secured by an English mortgage on the real estate development project, including the underlying land, pledge of shares of the special purpose entity, guarantee and sponsor support from Parsvnath Developers Ltd. The financing also involved creation of escrow accounts for the real estate project cash flows. The transaction involved refinancing of existing lenders and cash out to existing private equity investors. The deal, valued at approximately INR140 crores (US$31.3m), was signed on 16 December 2010 and closed on 18 February 2011. Partners L Viswanathan and Ashish Jejurkar led the transaction whilst Allen & Overy LLP Singapore acted as international legal counsel. Parsvnath Landmark Developers Private Ltd was advised by KNM & Partners New Delhi.

Amarchand & Mangaldas has also acted for Roots Corporation Ltd (Roots), a subsidiary of Indian Hotels Ltd, in respect of its agreement to raise funds from Omega TC Holdings Pte Ltd (Omega), a Singapore-incorporated private limited company. The money raised was INR150 crores (US$33.6m). Omega is also proposing to acquire CCPS worth INR70 crores (US$15.7m) from existing holders of CCPS. Omega will also have an option to invest a further INR100 crores (US$22.4m), subject to satisfaction of certain conditions. The transaction was signed on 16 March 2011 and was led by senior partner Vandana Shroff whilst Omega TC Holdings Pte Ltd was advised by a team from AZB & Partners Mumbai led by partner Ashwin Ramanathan.

Appleby has acted as Bermuda counsel for eStats Funds Management Pty Ltd (eStats) in respect of its establishment of a new master-feeder fund structure domiciled in Bermuda. The funds will utilize their own purpose-built proprietary models that seek profit potential in the microstrucuture dynamics of certain international electronic financial and commodity markets and liquidity pools and targets. The funds’ ultra-high frequency trading techniques are targeted to produce an investment return of 30 per cent per annum. The innovative structure and domicile of the funds were elected to further eStats’ trading on multiple global electronic market places and the recognition afforded to Bermuda funds by various stock and commodity exchanges. Partner Jeffrey Kirk led the transaction whilst the Australian counsel was DLA Philips Fox Syndey, led by Martin Jamieson.

Clifford Chance has advised Malaysia’s Maxis Communications Berhad in respect of the restructuring of its joint investment with Saudi Telecom Company in Indonesian mobile operator PT Natrindo Telepon Seluler (NTS). Following the restructuring, Saudi Telecom’s equity ownership in NTS will be 80.1 per cent while Maxis Communication’s equity ownership in NTS will be 14.9 per cent. The transaction requires local regulatory approvals but is expected to close in April 2011. Partner Lee Taylor led the transaction.

Clifford Chance has also advised Barclays Bank, The Royal Bank of Scotland and Standard Chartered Bank as joint lead managers and bookrunners in respect of Hong Leong Bank Berhad’s US$300 million bond issuance of 3.75 per cent notes due 2016. The deal represents the first US dollar senior bond to be issued by a Malaysian bank. CIMB and Bursa Malaysia listed Hong Leong Investment Bank acted as co-managers for the issuance. Partner Joan Janssen led the transaction. Colin Ng & Partners, led by partner Bill Jamieson, acted as Singapore law counsel and Singapore listing agent for Hong Leong Bank.

Fangda has represented Goldman Sachs in respect of its acquisition of a 12.02 per cent stake in Taikang Life Insurance Co Ltd. The firm’s team was led by partners Jonathan Zhou and Jeffrey Ding.

Fangda has also represented New China Trust Co Ltd in respect of its acquisition of 100 per cent equity interest in Jin Hua Dong Chen Real Property Company Ltd for approximately RMB845 million (US$128.75m). The firm’s team was led by partner George Xu.

IndusLaw has represented San Francisco-based venture capital firm Walden Investments VI (Walden) in respect of its US$6 million investment in Chennai based Bank Bazaar.com, an online bank loan advisory and processing portal. The transaction represents Walden’s first investment in a pure play financial services start-up in India in what is already the second round of funding for the Chennai-based start-up that raised $ 1.2 million of capital initially from strategic investor AVT Infotech. Partner Kartik Ganapathy led the transaction.

Khaitan & Co has advised Standard Chartered Private Equity (Mauritius) Ltd in respect of its investment of approximately US$18.8 million in Privi Organics Ltd India, an Indian company engaged in manufacturing aroma chemicals. Partners Haigreve Khaitan and Vaishali Sharma led the transaction.

Khaitan & Co has also advised Nippon Life Insurance Company (Nippon Life) in respect of its acquisition of a 26 per cent stake in Reliance Life Insurance Company Ltd (Reliance Life) India. Nippon Life will invest an aggregate value of INR3,062 crores (US$680m), partly through a fresh issue and partly though purchase of outstanding shares from Reliance Capital Ltd and its affiliates. The deal represents reportedly the largest deal in the insurance space involving complex regulatory issues. Partner Upendra Joshi led the transaction.

Kim & Chang has advised Korean cable company C&M Co Ltd (C&M) in respect of its acquisition of a 99.8 per cent stake in GS Ulsan Broadcasting Inc and an 84.9 per cent stake in GS Gangnam Broadcasting Inc from GS Home Shopping Inc for an aggregate purchase price of KRW393 billion (US$349.4m). The transaction, which closed on 8 March 2011, was led by Jong Koo Park and Tae Hyun Park.

Kim & Chang has also advised the Hyundai Motor Company Group Consortium (consisting of Hyundai Motor Company, Hyundai Mobis and Kia Motors Corp) in respect of a share purchase agreement for the purchase of 34.88 per cent of the total issued shares of Hyundai Engineering & Construction Co Ltd, the number one construction company in Korea, from nine financial institution shareholders, including Korea Exchange Bank. Through this transaction, Hyundai Motor Company will acquire a 20.93 per cent stake for KRW2.976 trillion (US$2.65b), Hyundai Mobis will acquire an 8.72 per cent stake for KRW1.24 trillion (US$1.1b) and Kia Motors will acquire a 5.23 per cent stake for KRW744 billion (US$661.8m). The total purchase price for this transaction is KRW4.96 trillion (US$4.41b). The transaction, which closed on 8 March 2011, was led by Sang Yeol Park, Jong Koo Park, and Eui Seok Kim.

K&L Gates has advised Karak International Oil, a subsidiary of UK company Jordan Energy & Mining Ltd (JEML), in respect of the signing of a US$1.8 billion oil shale retort concession agreement with the Jordanian government to develop part of Jordan’s extensive oil shale reserves. Jordan is estimated to have 40 billion tonnes of oil shale deposits, making it the fourth largest oil shale deposit in the world, but currently imports 96 per cent of its energy needs. JEML’s new extraction and processing plant will significantly reduce Jordan’s reliance on imported oil and gas and help to put the country on track for self sufficiency in hydro carbons. Partner Jeremy Landau led the transaction.

Latham & Watkins has represented ReneSola Ltd, a global manufacturer of solar wafers and producer of solar power products based in China, in respect of its offering of US$175 million 4.125 per cent convertible senior notes due 2018 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The notes are convertible into ReneSola’s American Depositary Shares. Concurrent with the pricing of the notes, ReneSola also entered into a capped call transaction covering the ADSs under the notes. Credit Suisse and Barclays Capital acted as joint book-running managers. The firm’s advisory team was led by partner David Zhang with partners Witold Balaban and Rafal Gawlowski.

Mayer Brown JSM has advised China State Construction International Holdings Ltd (CSC) in respect of its one-for-five rights issue. CSC expects to raise not less than HK$3.58 billion (US$459.2m) before expenses at a price of HK$6 (US$0.77) per rights share. The rights issue was announced on 18 March 2011. With the fundraising, CSC aims to augment its financial position to enable it to capture more investment opportunities in infrastructure projects in China. Partner Jeckle Chiu led the transaction.

Ogier has acted for Credit Suisse AG Singapore Branch in respect of a US$1.3 billion credit facility refinancing. The refinancing was required in connection with the acquisition by Vallar plc (a Jersey-incorporated company listed on the LSE) of holdings in Indonesian mining companies PT Bumi Resources Tbk and PT Berau Coal Energy Tbk. The acquisition will be treated as a reverse takeover and is intended to create a diversified international mining company. The firm was instructed by and worked with Allen & Overy lawyers. Partners Chris Byrne and Nathan Powell led the transaction.

Orrick, Herrington & Sutcliffe has advised China Kingstone Mining Holdings Ltd (Kingstone), China’s largest marble mining operator, in respect of its HK$1.3 billion (US$167m) IPO on the HKSE, with a rule 144A/Regulation S placement to global investors. The listing took place on 18 March 2011, under Chapter 18 of the listing rules which governs the listing of mineral companies. Citigroup Global Markets Asia Ltd acted as sponsor of the transaction, which represents the first listing of a Chinese marble company in the HKSE. Five cornerstone investors have bought a total of US$48 million of shares in the offering. Partners Edwin Luk and Allen Shyu led the transaction.

Paul, Hastings, Janofsky & Walker has advised the underwriters – composed of Macquarie Capital Securities Ltd (Macquarie), The Hong Kong and Shanghai Banking Corporation Ltd (HSBC) and Nomura International (Nomura) – in respect of Shenzhen-based Chinese property developer Top Spring International Holdings Ltd’s US$200 million IPO on the HKSE. The listing comprised a Hong Kong public offering and a Reg S/Rule 144A international offering. The majority of the proceeds will be used to acquire new projects for development on the Chinese mainland. Approximately 10 per cent will be used for general corporate and working capital purposes. The firm’s team was led by partners Sammy Li and David Grimm.

Shook Lin & Bok’s Singapore office has acted for Oversea-Chinese Banking Corporation Ltd as one of the joint lead managers in respect of the issuance of US$50 million 8.98 per cent fixed rate notes due 2016 by PT Elnusa Tbk, an oil and gas services listed company in Indonesia. Partners Marilyn See and Markus Blenntoft led the transaction.

Shook Lin & Bok’s Singapore office has also acted for Oversea-Chinese Banking Corporation Ltd as the lead arranger and the lenders in respect of the US$14 million and IDR258 billion (US$29.6m) credit facility granted to PT Agro Maju Raya to, inter alia, fund the acquisition of a palm oil company in Indonesia and the development costs of certain palm oil plantations in Indonesia. Partners Marilyn See and Stanley Lim led the transaction.

Troutman Sanders has advised HKSE listed PRC property developer Powerlong Real Estate Holdings Ltd in respect of its issuance of RMB750 million (US$114.3m) aggregate principal amount of synthetic US dollar-settled senior notes and its entrance into a credit facility of up to US$97 million. The proceeds of these financings will be used to fund new and existing property projects and for general working capital. The Hongkong and Shanghai Banking Corporation Ltd (HSBC), Royal Bank of Scotland Group PLC (RBS) and Macquarie Capital (Singapore) Pte Ltd acted as bookrunners for the offering of the notes whilst HSBC and RBS were the arrangers for the credit facility. Partner Joe Sevack led the transaction.

Uría Menéndez has advised Chongqing Polycomp International Corporation (CPIC), an E-glass and ECR-glass manufacturer in China, in respect of its purchase of NYSE listed Owens Corning’s fibreglass reinforcements plant in Capivari, Brazil. The transaction, which is subject to regulatory approval, is reportedly the first Chinese overseas acquisition of a fibreglass reinforcement manufacturer and is expected to be a turning point in opening up this sector concentrated in the Brazilian market. Partner Juan Martín Perrotto led the transaction whilst Dias Carneiro, led by partner Rafael D’Avila, advised on Brazilian law. Cleary Gotlieb, led by Juan Giraldez, acted as lead counsel for Owens Corning whilst Mathos Filhos assisted in the Brazilian aspects.

Wong & Partners, the Malaysian member firm of Baker & McKenzie, has acted for Japan-based beverage manufacturer Kirin Holdings Company Ltd (Kirin) in respect of the acquisition of the entire issued share capital of Trade Ocean Holdings Sdn Bhd (Trade Ocean), the parent company of Vietnam soft drink manufacturer Interfood Shareholding Company, and Wonderfarm Biscuits & Confectionery Sdn Bhd. The transaction was completed on 10 March 2011 and was led by partner Brian Chia.

WongPartnership has acted as Singapore counsel for Western Digital Corporation (WDC) in respect of the US$4.3 billion acquisition by WDC from Hitachi Ltd of 100 per cent of the issued share capital of Viviti Technologies Ltd, which was formerly known as Hitachi Global Storage Technologies Holdings Pte Ltd, the hard disk drive arm of Hitachi Ltd. Partners Ng Wai King, Kenneth Leong, Ong Sin Wei, Tan Teck Howe, Lam Chung Nian and Ameera Ashraf acted on the matter.

WongPartnership has also acted for a private equity fund in respect of the S$255 million (US$201.7m) acquisition of PoMo, a mixed retail and office development which was awarded the “Green Mark Platinum” rating in 2010, from Lend Lease (a major Australia-based property development and fund group) and Silverpeak Real Estate Partners (a newly-formed investment advisory business to the former Lehman Brothers real estate private equity funds. Partners Carol Anne Tan and Lam Chung Nian acted on the matter.