|Amarchand & Mangaldas & Suresh A Shroff & Co has advised IDFC Private Equity Fund III, represented by IDFC Alternatives Ltd, in respect of its investment of up to INR866.6 million (US$697.5m), with a potential additional investment of INR370 million (US$298m), by way subscription to shares issued by Medi Assist Healthcare Services Pvt Ltd and purchase of shares from the founder and shareholders. Medi Assist is in the wellness business and provides certain healthcare services by itself and through its wholly owned subsidiary Medi Assist India TPA Private Ltd, a leading insurance third party administrator in India. Bessemer Venture Partners was an existing investor in Medi Assist. The deal was signed on 25 September 2013, though the first closing under the deal happened on 8 October 2013. Partners Shashikant Bhojani and Leena Chacko led the transaction.
Amarchand & Mangaldas & Suresh A Shroff & Co has also acted as Indian counsel to Royal Bank of Scotland Plc Singapore Branch in respect of a US$50 million foreign currency facility to Axis Bank Ltd Hong Kong Branch. Partner Joseph Jimmy led the transaction which was signed on 8 October 2013 whilst Baker & McKenzie Singapore acted as English counsel.
AZB & Partners has advised Asahi India Glass Ltd in respect of its issue of approximately 83 million equity shares for cash aggregating to approximately INR2.45 billion (US$40.35m) on a rights basis to eligible equity shareholders. The equity shares commenced trading on the NSE and BSE on 20 September 2013. Partners Meera Singh Joyce and Anil Kasturi led the transaction.
AZB & Partners has also advised BSE Ltd in respect of its acquisition of 50 percent of the joint venture company Asia Index Private Ltd for the conduct of index business in South East Asia. S&P Dow Jones acquired the balance of 50 percent. Partner Essaji Vahanvati led the transaction which closed on 13 September 2013.
Baker & McKenzie has advised Fortune Real Estate Investment Trust in respect of its term loans of approximately HK$5 billion (US$645m). The new term loans were used for financing the acquisition of Kingswood Ginza Property, which comprises the entire shopping mall known as Kingswood Ginza as well as certain other retail, kindergarten, parking and ancillary areas within the Kingswood Development in Tin Shui Wai, Yuen Long, New Territories. The acquisition was completed on 9 October 2013. Partner Milton Cheng, supported by partners Simon Leung, Christina Lee and Debbie Cheung, led the transaction.
Clayton Utz has represented Macquarie Capital (Australia) Ltd and Moelis Australia Advisory Pty Ltd as joint lead managers and underwriters in respect of the A$147.5 million (US$142.4m) offer and placement of units in ASX-listed real estate investor Galileo Japan Trust (GJT). The institutional book build for the offer, conducted by Galileo Japan Funds Management Ltd for GJT, was completed on 3 October 2013. As of 30 June 2013, GJT held indirect interests in a portfolio of 21 Japanese real estate investments valued at approximately A$628 million (US$606.4m). The offer was made in the context of a significant recapitalisation of GJT, involving an issue of new Eurobonds and a refinancing of its existing senior loan. Partner Brendan Groves led the transaction.
Davis Polk has advised Deutsche Bank AG Singapore Branch as the dealer manager in respect of a tender offer and consent solicitation by Winsway Coking Coal Holdings Ltd for all of its US$460.5 million outstanding 8 percent senior notes due 2016. HKSE-listed Winsway Coking Coal Holdings is the world’s largest and fastest growing coking coal consuming market and also one of the leading suppliers of imported coking coal in China. Partners William F Barron and John D Paton led the transaction. Winsway Coking Coal Holdings was advised by Reed Smith Richards Butler as to US and Hong Kong law, by Maples and Calder as to British Virgin Islands law, by Allen & Gledhill as to Singapore law and by Gilbert + Tobin as to Australian law.
Davis Polk has also advised Morgan Stanley & Co International plc as placing agent in respect of the placement of 500 million shares in CSPC Pharmaceutical Group Ltd (CSPC) for approximately HK$2 billion (US$258m). HKSE-listed CSPC is primarily engaged in the manufacture and sale of pharmaceutical products. Partners Paul Chow and James C Lin led the transaction. CSPC was advised by Cleary Gottlieb Steen & Hamilton.
Dechert has advised Belgium-based Ablynx in respect of the licensing agreement with Chinese specialty pharmaceutical company Eddingpharm regarding the development, manufacturing and commercialisation of ALX-0141 in China. ALX-0141 is a candidate nanobody for treating bone-loss related disorders, including osteoporosis and bone metastases and successfully completed a Phase I study in post-menopausal women. Partner Lewis Ho, Daniel Becker and David Schulman led the transaction.
Desai & Diwanji has advised State Bank of India Project Finance State Bank Unit Mumbai and ten other consortium banks in respect of its US$860 million secured loan to Jindal Power Ltd, a subsidiary of Jindal Steel and Power Ltd, a company incorporated in India and listed on both BSE and NSE. Jindal Power Ltd is primarily engaged in power business. The proceeds of the loan are for part financing of a 1,200 MW coal fired thermal power plant at Chhattisgarh, India. Partner Parth Sharma led the transaction.
Desai & Diwanji has also advised Axis Bank Ltd Mumbai in respect of its US$100 million secured loan to Indiabulls Properties Private Ltd, a subsidiary of Indiabulls Real Estate Ltd, a company incorporated in India and listed on both BSE and NSE. Indiabulls Properties Private Ltd is primarily engaged in developing and constructing real estate/ properties. The proceeds of the loan are for part financing the residential projects known as ‘Sky 882’ and ‘Sky Forest’ at Mumbai, India. Partner Vaibhav Shukla led the transaction.
DLA Piper has acted for Greenland Holdings of China in respect of the purchase of a stake in the Brooklyn Atlantic Yards project, the largest commercial real estate development in the US to get direct backing from a Chinese company. The state owned property developer signed a Memorandum of Understanding with Forest City Ratner Cos on 13 October 2013, which will give the company a 70 percent stake in the 15-tower apartment project in New York, which also includes office and retail space. The Atlantic Yards site also includes the Barclays Centre arena, which is jointly owned by Forest City and Russian billionaire Mikhail Prokhorov. Partner Kit Kwok led the transaction which represents the first transaction for Greenland in the New York area. Goodwin Procter represented Forest City Ratner.
Hogan Lovells has advised the general partner of Trophy Property Development LP in respect of a restructuring of the fund’s underlying real estate assets in China and its internal management. The fund is a US$1 billion Cayman Islands exempted partnership which has invested in real estate projects in China. The restructuring was approved by investors and their consideration of an alternative proposal to manage the fund which was made by Pacific Alliance Group, a Hong Kong based alternative investments firm. Partner Neil McDonald, with partner Andrew McGinty, is leading the transaction which was signed on 30 September 2013 and is expected to close in the fourth quarter of 2014.
Khaitan & Co has advised Sika AG in respect of the acquisition of Texsa India Ltd from Soprema Group SL, an industrial conglomerate based in France. Sika AG is a globally active specialty chemical company headquartered in Baar, Switzerland which manufactures and supplies products for the construction and manufacturing industries. Partners Bhavik Narsana and Avaantika Kakkar led the transaction.
Khaitan & Co has also advised Deutsche Bank New York in respect of the issue of secured rated listed redeemable non-convertible debentures by Cashpor Micro Credit aggregating to US$3 million on a private placement basis to certain foreign institutional investors. Partner Shishir Mehta led the transaction.
Kirkland has represented Hydoo International Holding Ltd in respect of its IPO on the HKSE and concurrent Rule 144A/Regulation S offering of shares. The final offer share price has not yet been determined, but the deal value is estimated between US$182 to US$241 million, with an additional US$27 to US$36 million if the greenshoe is exercised. The listing on the HKSE is expected to take place on 31 October 2013. Hydoo is a Chinese commercial development company which focusses on the design, construction and operation of large commercial complexes in cities across China. The transaction is the first ever to post a “Post Hearing Information Pack” since the requirement came into effect this month. Partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Stephanie Lau and Angela Russo led the transaction.
Majmudar & Partners has advised Bank of India London in respect of the reschedulement of the US$8 million facility extended by the bank to Powercon Holdings AB Sweden which was backed by a corporate and personal guarantee of the Indian promoters, Kraft Powercon India Private Ltd and Ranjit Jakkli, respectively. Partner Prashanth Sabeshan led the transaction whilst TLT acted as English counsel and Lindskog Malmstrom Advokatbyra acted as Swedish counsel.
Majmudar & Partners has also advised Bank of India London in respect of the rescheduling of a US$8 million facility provided to Atlantic Bluewater Services Ltd British Virgin Islands, which was backed by a personal and corporate guarantee of up to US$95 million and share pledge extended by Sterling Oil Resources Ltd India, and Sterling Biotech Ltd India (the Indian shareholders of Atlantic Bluewater Services Ltd), transaction whilst TLT London, acted as English counsel, Harneys acted as British Virgin Islands counsel and Aluko & Oyebode acted as Nigerian counsel.
Maples and Calder has acted as Cayman Islands counsel to 21Vianet Group Inc, the largest carrier-neutral internet data center services provider in China, in respect of a US$100 million investment by Singapore investment company Temasek, through one of its investment vehicles. Pursuant to the agreement, Temasek will make a US$100 million investment in 21Vianet, approximately 87 percent of which will be newly issued Class A ordinary shares and the remainder will be Class A ordinary shares sold by existing shareholders. Immediately after the closing of the transaction, Temasek will hold approximately 10 percent equity ownership in 21Vianet. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell acted for Temasek.
Minter Ellison and Allen & Overy, have advised Lloyd Banking Group in respect of the sale of its Australian asset finance business, Capital Finance Australia Ltd (CFAL), and its corporate loan portfolio, BOS International Australia Ltd (BOSI), to Westpac Banking Corporation for approximately A$1.55 billion (US$1.5b). The consideration includes approximately A$1.45 billion (US$1.4b) for the shares in the operations and approximately A$100 million (US$96.57m) for the market value of derivative contracts. The sale comprises a motor vehicle finance book of A$3.9 billion (US$3.77b), equipment finance book of A$2.9 billion (US$2.8b) and a corporate loan portfolio of A$1.6 billion (US$1.54b). The sale of CFAL and BOSI is in line with the Lloyds Group’s strategy of focusing on the UK market and ensuring best value for shareholders. Partner Victoria Mathewson led the transaction whilst partner Michael Parshall led the Allen & Overy team. Gilbert and Tobin acted for Westpac Banking Corporation.
Morrison & Foerster is representing China-focussed private equity firm Ascendent Capital Partners in respect of the proposed acquisition by Wumart Stores Inc, one of the leading retail store operators in China, of a minority interest in CP Lotus Corporation, the retail flagship company in China for Thailand’s Charoen Pokphand Group, for approximately HK$548 million (US$70.7m), the proposed acquisition by CP Lotus of a minority interest in Wumart for approximately of HK$2.9 billion (US$374m), and the proposed acquisition by Wumart of CP Lotus’s operations in certain provinces in China for approximately HK$2.34 billion (US$301.4m). Ascendent Capital proposes to subscribe for 16.6 million new shares of Wumart for HK$232 million (US$30m) and up to a further 16.6 million new shares in Wumart when the CP Lotus deal closes. A representative of Ascendant Capital will also join Wumart’s board of directors. Partner Jeremy Hunt, with partner Marcia Ellis, led the transaction which was announced on 15 October 2013 and is yet to be completed. Davis Polk, led by partners Paul Chow and Howard Zhang, is advising Wumart Stores.
Morrison & Foerster has also represented Japanese wireless company SoftBank in respect of a US$1.26 billion control investment in Miami-based Brightstar Corp, the world’s largest specialised wireless distributor. The deal, giving SoftBank a 57 percent stake, makes Brightstar the exclusive provider of handsets, accessories and services to certain SoftBank affiliates. The Brightstar deal follows on the heels of SoftBank’s announcement earlier this week that it is making a US$1.5 billion joint venture investment in Finland-based leading mobile game producer Supercell Oy, makers of popular online games Clash of Clans and Hay Day. The firm also advised SoftBank and its joint venture partner GungHo Online Entertainment in that transaction. Partners Kenneth Siegel, Brandon Parris and Ivan Smallwood led the transaction.
Rajah & Tann is advising Jewelstone Properties Ltd in respect of a proposed acquisition by SGX-ST listed Jubilee Industries Holdings Ltd of Jewelstone’s entire equity interest in Tenderside Ventures Ltd which owns 60 percent of the equity interest in Viridea Lakeside Sdn Bhd, which in turn has contracted to acquire a property development project known as “Viridea@Medini Lakeside” in Medini Iskandar, Johor, Malaysia. If undertaken and completed, the acquisition is expected to result in a reverse takeover of Jubilee, as the consideration of RM150 million (US$47m) for the acquisition will be satisfied by the issuance and allotment of approximately 272.7 million new ordinary shares constituting approximately 53.7 percent of the enlarged and issued share capital of Jubilee. The Jubilee group is principally engaged in the production of precision plastic components. Jewelstone will be controlled by Singapore businessman Dennis Ng, the president and CEO of King George Financial Corporation and a director of Allied Hotel Properties Inc. Partners Chia Kim Huat and Danny Lim are leading the transaction which is yet to be completed. Shook Lin & Bok is advising Jubilee.
Rajah & Tann has also advised New Oceana Ltd in respect of its voluntary conditional cash and/or securities offer for all the issued and paid-up ordinary shares in SGX-ST listed People’s Food Holdings Ltd. The offer values the target group at S$1.37 billion (US$1.1b). The target group is principally engaged in the production, processing, marketing and distributing of processed meat products such as high temperature meat products, low temperature meat products, chilled fresh pork, frozen pork and frozen chicken under its Jinluo brand in the PRC. Partners Evelyn Wee, Danny Lim and Soh Chai Lih led the transaction which was announced on 19 October 2013 and is yet to be completed.
Rodyk & Davidson has acted for certain shareholders of Ramba Energy Ltd in respect of the voluntary conditional cash partial offer by Sugih Energy Pte Ltd to acquire 51 percent of the issued ordinary shares in Ramba’s capital. SGX-listed Ramba’s main businesses include oil and gas exploration and production in Indonesia. The offeror is a wholly-owned subsidiary of PT Sugih Energy Tbk (Sugih), an energy producer incorporated in Indonesia and listed on the Indonesian Stock Exchange. The partial offer values Ramba at approximately S$223 million (US$179.6m). The undertaking shareholders have provided irrevocable undertakings to the offeror in respect of all their shares amounting to approximately 33.26 percent of the total number of shares. The partial offer is conditional upon, among other things, approval of the shareholders of Sugih and certain Indonesian regulatory approvals. Partner Ng Eng Leng led the transaction.
Rodyk & Davidson has also acted for the manager of Cambridge Industrial Trust in respect of the sale of 97 strata units in the development known as Lam Soon Industrial Building at 63 Hillview Avenue for a total sale price of S$140.8 million (US$113.4m). Partner Norman Ho led the transaction.
Shook Lin & Bok has acted for SGX-listed Enviro-Hub Holdings Ltd, a Singapore-based environmental management solutions provider for electrical, electronic and equipment industries, in respect of the acquisition by its subsidiaries of F2S1 Investment Pte Ltd for S$164.5 million (US$133m), and 97 freehold strata units at Lam Soon Industrial Building for S$140.8 million (US$114m). Partner Roy Goh led the transaction.
Skadden has advised Wynn Macau Ltd in respect of an offering of US$600 million 5.25 percent senior unsecured notes due 2021. The notes are listed on the HKSE. The Macau casino developer will use the proceeds for working capital requirements and general corporate purposes. Alan Schiffman and Alec Tracy led the transaction.
Skadden has also acted as US and Hong Kong counsel for Sinopec Group Overseas Development (2013) Ltd, a wholly owned subsidiary of China Petrochemical Corporation (Sinopec), in respect of its US$3.5 billion Rule 144A/Regulation S offering of senior unsecured notes. The notes were issued under four tranches: US$750 million 2.5 percent notes due 2018, US$1.5 billion 4.375 percent notes due 2023, US$500 million 5.375 percent notes due 2043, and €550 million (US$752m) 2.625 percent notes due 2020. Greg Miao and Peter Huang led the transaction.
Slaughter and May is advising Swiss Re in respect of its agreement with Pacific Century Group to invest up to US$425 million in FWD Group. Swiss Re’s investment in FWD Group consists of an initial investment of a 12.3 percent stake in FWD and a commitment for additional investments to fund FWD’s planned expansion across Asia. The total transaction size, including committed capital, is US$425 million. Swiss Re’s ultimate ownership stake in FWD will be determined based on the amount of committed capital eventually deployed. The Swiss Re Group is a leading wholesale provider of reinsurance, insurance and other insurance based forms of risk transfer. FWD is the insurance business arm of private investment group Pacific Century Group. FWD’s business spans across Hong Kong, Macau and Thailand, offering life insurance products, as well as general insurance and pensions operations in Hong Kong. Partners Neil Hyman and Mark Bennet led the transaction.
White & Case has advised Greentown China Holdings Ltd, a luxury residential property developer in China, in respect of its high yield offering of US$300 million 8 percent senior notes due 2019. Partners Anna-Marie Slot and David Li led the transaction.
WongPartnership is acting for Bank of New York Mellon, as trustee for noteholders, in respect of the residential mortgage-backed securitisation of Skies Miltonia Property involving the issue of S$200 million (US$162m) five-year secured fixed rate notes due in March 2018 by TG Master through a special purpose vehicle. DBS Bank Ltd acted as sole lead manager. Partner Khoo Yuh Huey led the transaction.
WongPartnership is also acting for Devotion Energy Group Ltd in respect of its voluntary delisting from the SGX and proposed exit offer by Climate Holding Ltd. Partners Andrew Ang and Dawn Law led the transaction.