Deals – 24 September 2013

Allen & Gledhill has also advised DBS Bank Ltd, as arranger, issuing and paying agent and agent bank, and DBS Trustee Ltd as trustee for holders of the notes, in respect of a S$300 million (US$239.6m) multicurrency medium term note programme established by Centurion Corporation Ltd. Partners Margaret Chin and Sunit Chhabra led the transaction.

Allens has advised the Queensland Government’s Projects Queensland in respect of the procurement of the State’s A$457 million (US$429.8m) Government Wireless Network (GWN) project which is designed to deliver an enhanced digital radio voice and narrowband data communications network for Queensland’s public safety agencies in time for next year’s G20 meetings. The procurement of the project is the first of its kind for the Queensland Government regarding digital wireless network services. Telstra was this month announced as the successful bidder. Partners Ren Niemann, Niranjan Arasaratnam and Michael Morris led the transaction.

Allens has also advised Melbourne-based software developer Nintex Group Pty Ltd in respect of the sale of its information technology consulting services business, OBS Pty Ltd, to Empired Ltd for A$15 million (US$14m). OBS is one of the largest Microsoft Enterprise Content Management service providers in Australia and is a market leader in Microsoft SharePoint implementation and customisation services. Partner Robert Pick led the transaction which is subject to a small number of conditions precedent and is expected to be completed by the end of September.

Amarchand & Mangaldas & Suresh A Shroff Co has advised Noor Islamic Bank PJSC in respect of a US$150 million US-dollar denominated secured term murabaha facility made available to Alok International (Middle East) FZE for entering into murabaha arrangements to purchase Shari’a compliant commodities. Alok Industries Ltd acted as the guarantor and the pledgor, Partner Pranav Sharma led the transaction which closed on 16 September 2013.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised UltraTech Cement Ltd in respect of its proposed acquisition of the Gujarat cement unit of Jaypee Cement Corporation Ltd (JCCL) by way of demerger pursuant to a scheme of arrangement in compliance with Section 391-394 of the Companies Act and Section 2(19AA) of the Income Tax Act. As part of the demerger, UltraTech will take over debt worth approximately INR3650 crores (US$582m), which shall be adjusted towards the consideration. UltraTech will discharge the remaining portion of the consideration by issuing shares to the shareholders of JCCL, including Jaiprakash Associates Ltd, the parent company of JCCL. Axis Capital Ltd was the merchant banker whilst Axis Trustee Services Ltd acted as the escrow agent. Partners Cyril Shroff and Tushar Mavani, supported by partners Alice George, Nisha Uberoi and Sharad Mathkar, led the transaction which is subject to fulfillment of conditions precedent, including approvals of the shareholders and creditors, receipt of various approvals including from the Competition Commission of India, the Securities and Exchange Board of India and the High Courts.

AZB & Partners has advised BIC Clichy, a subsidiary of Societe BIC, in respect of its acquisition by way of share purchase for approximately INR3.7 billion (US$59m) of 40 percent of shares in Cello Writing Aids Private Ltd from the promoters. Partners Nohid Nooreyezdan and Rajendra Barot led the transaction which was completed on 17 September 2013.

Baker & McKenzie is advising HKSE-listed Beijing Enterprises Water Group Ltd in respect of its RMB955 million (US$156m) acquisition of nine raw water, water treatment, water supply and sewage treatment projects in the PRC from Salcon Berhad, a company listed on the main market of Bursa Malaysia Securities Berhad, and its joint venture company Salcon Water (Asia) Ltd. Partner Rossana Chu is leading the transaction.

Clayton Utz has advised ASX-listed Skilled Group Ltd in respect of its proposed acquisition of Broadsword Marine Contractors Pty Ltd for approximately A$75.5 million (US$71.3m). The transaction was announced to the market on 17 June 2013 and closed in early July 2013. The acquisition complements the existing manning and marine logistics services provided by Skilled Group’s Offshore Marine Services business and should position the company to capitalise on the strong pipeline of opportunities in the oil and gas sector, in particular, floating LNG projects. Partner Andrew Walker led the transaction.

Clifford Chance has advised PSA International Pte Ltd, through its wholly-owned subsidiary, in respect of the agreement with International Container Terminal Services Inc (ICTSI) to develop, construct and operate the container port terminal and facilities located in the Peninsula of Aguadulce, Buenaventura, Valle del Cauca, Colombia (the Aguadulce Port Project). PSA is one of the leading global port groups with port projects across Asia, Europe and the Americas and flagship operations in Singapore and Antwerp. Partner Lee Taylor led the transaction.

Davis Polk has advised the underwriters, composed of Citigroup Global Markets Inc, Deutsche Bank AG Singapore Branch, Goldman Sachs International, The Hongkong and Shanghai Banking Corporation Ltd, Merrill Lynch, Pierce, Fenner & Smith Inc, Mizuho Securities USA Inc and Samsung Securities Co Ltd, in respect of a concurrent SEC-registered Schedule B debt offering by The Export-Import Bank of Korea (KEXIM) of US$500 million of its floating-rate notes due 2016 and US$500 million of its 2.875 percent senior notes due 2018. 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 by Yulchon as to Korean law.

Davis Polk has also advised the underwriters, composed of Citigroup Global Markets Inc, Credit Suisse Securities (USA), Deutsche Bank AG Singapore Branch, KDB Asia Ltd, Mizuho Securities USA Inc and Standard Chartered Bank, in respect of a SEC-registered Schedule B debt offering by The Korea Development Bank of US$750 of its 3 percent notes due 2019. Korea Development Bank is a wholly state-owned bank in South Korea. It was founded in 1954 in accordance with The Korea Development Bank Act to finance and manage major industrial projects to expedite industrial development and enhance the national economy. Partners Eugene C Gregor and John D Paton led the transaction. The Korea Development Bank was advised by Cleary Gottlieb Steen & Hamilton as to US law and by Bae, Kim & Lee as to Korean law.

Gadens has advised Cash Converters in respect of the launch of its senior unsecured notes offer valued between A$50 million (US$47.2m) to A$60 million (US$56.7m). The notes, which were offered at 7.95 percent for a maximum term of 5 years, will refinance existing indebtedness and assist with general corporate purposes of the Cash Converters group. The note issuance, which is to be offered in the domestic Australian market to professional and sophisticated investors, forms part of the long-term financing requirements of the Cash Converters group. Partners Chris Fanning and Jon Denovan led the transaction.

Hadiputranto, Hadinoto & Partners (a member firm of Baker & McKenzie International), advised PT Siloam International Hospitals Tbk (Siloam) in relation to its initial public offering of new shares in Indonesia and outside Indonesia by foreign trance. Partner Indah N. Respati led the team.

Hadiputranto, Hadinoto & Partners additionally advised Deutsche Bank AG, Hong Kong branch as the Sole Book Runner and Lead Manager in relation to the issuance of US $365 million Senior Secured Notes (notes) due in 2018 by Ottawa Holdings Pte Ltd., guaranteed by PT Bhakti Investama Tbk. The notes were sold to institutional investors in the United States under Rule 144A and Regulation S of the US Securities Act, and listed on the Singapore Exchange Securities Trading Limited. Partner Rambun Tjajo led the team.

Khaitan & Co has advised Thomson Reuters India Services Private Ltd India and Thomson Reuters Corporation Pte Ltd Singapore in respect of the 100 percent acquisition of Omnesys Technologies Private Ltd. Thomson Reuters is the one of the world’s leading sources of intelligent information for businesses and professionals. Partner Rabindra Jhunjhunwala, with assistance from executive director Daksha Baxi and partners Sanjay Sanghvi, Rajiv Khaitan and Anand Mehta, led the transaction.

Khaitan & Co has also advised Mahindra Lifespace Developers Ltd in respect of the private placement of secured, listed, rated, redeemable, 10.78 percent YTM, non-convertible debentures for US$84.16 million. Mahindra Lifespace, the real estate development arm of the Mahindra Group, is a subsidiary of Mahindra & Mahindra Ltd. Partner Nikhilesh Panchal piloted the transaction.

Kirkland & Ellis has represented ReneSola Ltd in respect of its US$70 million registered direct offering of American depositary shares together with warrants to initially purchase up to 10.5 million shares of the company. The securities were offered pursuant to an effective shelf registration statement filed by the company with the Securities and Exchange Commission. Roth Capital Partners acted as the placement agent. Partners David Zhang, Benjamin Su and Angela Russo spearheaded the transaction.

Latham & Watkins has represented Citigroup Global Markets Inc, China Renaissance Securities (Hong Kong) Ltd and UBS AG Hong Kong Branch as the initial purchasers in respect of the US$600 million 2.5 percent convertible bonds due 2018 issuance by Qihoo 360 Technology Co Ltd, a Chinese Internet and mobile security products and services provider whose ADSs are listed on the NYSE. The bonds are convertible into the listed ADSs of Qihoo 360, based on an initial conversion rate of 9.0119 ADS per US$1,000 principal amount of bonds. Citigroup was the sole global coordinator. The issue is reported to be the largest ever issued by a US-listed mainland company and the largest dollar convertible bond in Asia since 2011. Partner Eugene Lee led the transaction whilst King & Wood Mallesons acted as PRC counsel. Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel to Qihoo 360 Technology Co Ltd whilst Kirkland & Ellis acted as US counsel and Commerce & Finance Law Offices acted as PRC counsel.

Locke Lord has acted as US counsel to Duff & Phelps as financial advisor to the Independent Committee of the Board of Directors of Camelot Information Systems Inc, a leading provider of enterprise application services and financial industry information technology services in China, in respect of a going-private transaction valued at US$98.2 million. Partners Whit Roberts and Charles Wu steered the transaction.

Maples and Calder has acted as Cayman Islands and British Virgin Islands counsel to CIFI Holdings (Group) Co Ltd in respect of with its issuance of US$225 million 12.25 percent senior guaranteed notes due 2018. The notes will be listed on the HKSE and consolidated to form a single class with the US$275 million 12.25 percent senior guaranteed notes issued on 15 April 2013. CIFI is engaged in property development, property investment and property management business in the PRC. Partner Christine Chang led the transaction whilst Sidley Austin acted as Hong Kong and US counsel and Commerce & Finance Law Offices acted as PRC counsel. Davis Polk & Wardwell, led by partner William F Barron, acted as US counsel to the joint lead managers composed of Citigroup Global Markets Ltd, Standard Chartered Bank, Deutsche Bank AG Singapore Branch, HSBC and Haitong International Securities Company Ltd. The initial purchasers were advised by Jingtian & Gongcheng as to PRC law.

Morrison & Foerster has advised China ZhengTong Auto Services Holdings Ltd in respect of its US$335 million 4.5 percent credit enhanced bond offering due 2018. The offering is China’s first offshore credit enhanced bond offering by non-SOE issuers with standby letter of credit support from Bank of China. It is also the first offshore US dollar bond deal from the Chinese auto sector. China ZhengTong Auto is a leading 4S dealership group in China, with a diversified brand portfolio covering 22 iconic auto brands, including Audi, BMW, Jaguar, Porsche and Volvo. JP Morgan acted as the sole global coordinator for the offering, and as joint book-runner and joint lead manager with the Bank of China and Credit Suisse. Partners Melody He-Chen and Ven Tan led the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison has advised Tencent Holdings Inc, a leading provider of comprehensive internet services in China, in respect of its agreement to enter into a strategic cooperation with Sohu.com Inc and Sogou Inc that will reinforce and strengthen Sogou’s position as a leader in the fast-growing China market for search and internet services, particularly for the mobile platform. Tencent invested a net amount of US$448 million in cash in Sogou and is transferring its Soso search-related businesses and certain other assets to Sogou. Partner Jeanette Chan led the transaction which was signed and closed on 16 September 2013. Shearman & Sterling, led by partner Paul Strecker, is representing Credit Suisse Securities (USA) LLC, as financial advisor to the board of directors of Sohu.com Inc.

Rodyk & Davidson has acted for the RB Capital Group Singapore in respect of its acquisition of 16 ground floor river-fronting retail units at The Quayside Singapore and the adjoining Gallery Hotel Singapore for a total of S$301.5 million (US$240.8m). The retail units at The Quayside Singapore have a leasehold interest of slightly over 80 years, and its acquisition gives the RB Capital Group a 40 percent share value in the mixed development which also comprises 79 residential apartments. The Gallery Hotel Singapore is a freehold 10-storey boutique with a gross floor area of approximately 153,700 sq ft. With the strategic acquisitions, the RB Capital Group is well-placed to refresh and reconceptualise the entire area as a quality modern food and beverage, retail and lifestyle hub. Partners Norman Ho, Lee Chau Hwei and Catherine Lee led the transaction.

Ropes & Gray has advised private equity firm TPG Capital in respect of its strategic investment in Beijing-based Xinyuan Real Estate Co Ltd, a Chinese real estate developer. TPG Capital invested approximately US$108.6 million through the purchase of convertible notes and common shares. Partners Gary Li, Daniel Anderson and Paul Boltz led the transaction.

WongPartnership is acting for Changi Airport Group (Singapore) Pte Ltd in respect of Project Jewel, a project for the development, construction, lease and management of the iconic aviation-related mixed-use complex at Changi Airport, and in the joint venture with CMA Singapore Investment (6) Pte Ltd for the project. Partners Mark Choy, Chan Sing Yee, Dorothy Marie Ng, Tan Teck Howe, Christopher Chuah and Lesley Tan acted on the matter.

WongPartnership is also acting for Jacobs Engineering Group Inc in respect of the acquisition of Sinclair Knight Merz for approximately A$1.3 billion (US$1.2b). Partner Ong Sin Wei led the transaction.