Deals – 24 September 2010

Allen & Gledhill LLP is also acting as Singapore counsel and listing agent to Country Garden Holdings Company Limited in respect of its issuance of US$400 million 10.5 percent senior notes due 2015. The notes were listed on the SGX-ST. Partner Tan Tze Gay is leading the transaction.

Allens Arthur Robinson has acted for GIC Real Estate (GIC), the real estate arm of the Government of Singapore Investment Corporation, in respect of the purchase of a portfolio of industrial properties from the Salta Property Group. The transaction represents GIC’s first direct investment in Australian industrial property and is one of the most significant industrial transactions in Australia this year. Partner Nicholas Cowie led the firm’s advisory team. Logie-Smith Lanyon advised Salta Property Group.

AZB & Partners is representing Nurture Health Services Private Limited in respect of its proposal to initially acquire approximately 90 percent of the shareholding of iCare Health Projects & Research Private Limited (iCare). iCare is proposing to develop and run an integrated health care campus, including residential and commercial space, a hospital and a medical college in Greater Noida. The transaction, valued at approximately US$22 million, was signed on 8 September 2010 and is yet to be completed. Partner Anil Kasturi is leading the firm’s advisory team.

AZB & Partners has also represented Dubai Financial Group LLC in respect of the sale of approximately 4 percent of its equity share capital in Bombay Stock Exchange Limited to Soros group, through SEBI-registered Quantum (M) Limited. The deal was completed on 18 August 2010. Partner Sai Krishna Bharathan led the transaction.

Clayton Utz has acted for RBS Funds Management (RFM) and RBS Group Australia (RBS) in respect of the divestment of the RBS Social Infrastructure (Australia) Trust (RBS Trust) to AMP Capital Investors Limited (AMPCI). The divestment included, amongst other things, the retirement of RFM as the responsible entity of RBS Trust and the appointment of AMPCI; and the transfer of RBS’s asset management rights and obligations in RBS Trust to AMPCI. RBS Trust, which has been renamed the AMP Capital Community Infrastructure Fund, consists of four PPP assets, namely the Southbank Institute in Queensland, Schools II in New South Wales, Emergency Alerting System in Victoria and the Darwin Convention Centre in the Northern Territory. Corporate and infrastructure partner Nikki Robinson led the firm’s advisory team.

Davis Polk & Wardwell LLP is advising Noble Group, a market leader in managing the global supply chain of agricultural, energy, metals and mining resources, in respect of its acquisition of Sempra Energy Solutions (SES) from Sempra Energy and The Royal Bank of Scotland, for approximately US$317 million in cash plus the assumption of approximately US$265 million in debt. The San Diego-based SES is the North American retail power, energy and electricity marketing arm of RBS Sempra Commodities. The transaction is expected to close during the fourth quarter of 2010. The firm’s advisory team is being led by partners Julia K Cowles and Rachel D Kleinberg.

Davis Polk & Wardwell LLP has also advised the underwriters – consisting of Barclays Bank PLC, BNP Paribas Securities Corp, Citigroup Global Markets Inc, Credit Suisse Securities (USA) LLC and The Korea Development Bank – in respect of an SEC-registered Schedule B debut offering by Korea Finance Corporation (KFC) of US$750 million in aggregate principal amount of its 3.25 percent notes due 2016. KFC is a policy finance institution established by the Korean government to promote the country’s economic welfare. Partners Eugene C Gregor and John D Paton led the firm’s advisory team whilst Shin & Kim provided Korean law advice. Korea Finance Corporation was advised by Cleary Gottlieb Steen & Hamilton LLP as to US law and Kim & Chang as to Korean law.

Fried, Frank, Harris, Shriver & Jacobson has represented SGX-listed Sound Global Limited, a leading water and wastewater treatment solutions provider in China, in respect of the placement of RMB885 million (US$113m) aggregate principal amount of US dollar-settled 6 percent convertible bonds due 2015. The bonds will be listed on the SGX. Morgan Stanley Asia (Singapore) Pte acted as manager for the transaction. The firm’s advisory team was led by corporate partners Victoria Lloyd, Joshua Wechsler and Sian Withey.

HopgoodGanim has acted for Stanwell Corporation in respect of its sale of tenement MDL162 and related assets to MCG Coal Holdings (MCGH), a wholly-owned subsidiary of MCG Resources Pty Ltd and Fortrus Resources Pty Ltd (MCG companies). Macarthur Coal Limited, the world’s largest producer of seaborne low volatile pulverised injection coal (LVPCI) used for steel making, entered into an agreement with the MCG companies to provide the A$360 million (US$343.5m) financing to MCGH for the purchase. Resources and energy partner Martin Klapper led the firm’s advisory team.

IndusLaw has represented Micromax, India’s largest domestic handset maker, in respect of its US$43 million private equity transaction with investments from Sequoia Capital (Sequoia), Sandstone Capital (Sandstone) and Madison Capital (Madison). Sequoia and Sandstone acquired a minority stake representing less than 10 percent in Micromax for approximately INR2 billion (US$44m). The acquisition was made ahead of Micromax’s possible listing on the bourses. Partner Gaurav Dani led the firm’s advisory team.

The Singapore and Hong Kong offices of Jones Day have acted for the Temasek Holdings (Private) Limited subsidiary Maju Investments (Mauritius) Pte Ltd in respect of its US$1.5 billion investments in two separate private placements by Chesapeake Energy Corporation (Chesapeake). Both investments were in the 5.75 percent cumulative non-voting convertible preferred stock of Chesapeake, one of the largest natural gas producers in the US. Other investors included China Investment Corporation, Korea Investment Corporation, an affiliate of Hopu Investment Management and Li Ka Shing (Canada) Foundation. The firm’s team was led by energy partner Michael Arruda.

Latham & Watkins has advised Goldman Sachs & Co (GSC), as the underwriter, and Goldman Sachs International (GSI), as the option counterparty, in connection with JJ Media Investment Holding Limited’s (JJ Media) sale of 8.1 million American depositary shares (ADSs) at a price of US$18.90 per ADS, pursuant to a previously announced SEC-registered public offering. Under the transaction, JJ Media also agreed to sell in the future an additional 2 million ADSs, in reliance on Rule 144 of the Securities Act. At the same time, JJ Media retained certain amount of upside in the 10.1 million ADSs that it sold through the purchase of capped call options from GSI, an affiliate GSC. GSI has hedged its exposure under the capped call options through purchase of 2.8 million ADSs in the public offering and through an over-the-counter derivative transaction with JJ Media. The firm’s cross-border team was led by financial products partners Rafal Gawlowski and Witold Balaban in New York and capital markets partners David Zhang and Eugene Lee in Hong Kong.

Mallesons Stephen Jaques has acted for Alinta Energy Group (Alinta) in respect of its commercial understanding with its syndicate lenders to deleverage the business. Alinta owns power stations in Australia and New Zealand, as well as an energy and gas retailer in Western Australia. Under the deal, Alinta will sell its main operating businesses to a company owned by its syndicate lenders, in return for a payment to its securityholders and a full discharge of its syndicate debt. The transaction is still subject to credit approvals, court and securityholder approval. The firm’s team was led by partners Scott Gardiner and Tim Bednall.

Norton Rose LLP has advised ICICI Bank (ICICI) in respect of the refinancing of Mahindra Forgings Europe AG, a subsidiary of the Indian automotive and traction engine manufacturers Mahindra & Mahindra Limited and one of the five largest forging companies in the world. ICICI has granted a credit facility consisting of two tranches, one of which was applied towards repaying existing facilities to leading German commercial banks while the other was used to acquire all shares in Schöneweiss & CO GmbH, a developer and manufacturer of ready-for-installation modules and components for the automotive sector. Nicole Guski led the firm’s advisory team. Mahindra Forgings Europe AG was advised by a team from Stuttgart-based Menold Bezler which included Roman Becker, Steffen Follner and Erich Schmid.

Rajah & Tann LLP has advised Affluent Healthcare Holdings Pte Ltd (AHH) in respect of its subscription agreement with Pacific Healthcare Holdings Ltd (PHH) under which AHH subscribed for more than 54 million new shares in PHH, representing approximately 13.28 percent of PHH’s enlarged share capital. The aggregate subscription consideration was valued at approximately S$6 million (US$4.5m). The agreement was executed on 8 September 2010 and completion is expected before 8 October 2010. Partner Danny Lim led the firm’s advisory team. Shook Lin & Bok LLP advised Pacific Healthcare Holdings Ltd.

White & Case LLP has advised the arrangers and original lenders – composed of Standard Chartered Bank (Hong Kong) Limited, Hang Seng Bank Limited, Bank of China Limited, Macau Branch and Tai Fung Bank Limited – and Standard Chartered Bank (Hong Kong) Limited, as the facility agent and security agent, in respect of a term loan, valued at approximately HK$1.592 billion (US$205m), to Agile Property Holdings Limited. The loan facility agreement was signed on 8 September 2010. The firm’s advisory team was led by local partner Baldwin Cheng.