|Allen & Gledhill has advised Keppel Land Ltd in respect of divestment to Wkdeveloper sig I Private Ltb, a wholly owned subsidiary of China Vanke Co Ltd, of a 30 percent interest in Sherwood Development Pte Ltd, for a cash consideration of about S$135.5 million (US$109m). Sherwood Development Pte Ltd was awarded a residential site in Tanah Merah for S$434.55 million (US$349.56m) by the Urban Redevelopment Authority. This marks the first joint venture project in Singapore following Keppel Land Ltd’s strategic collaboration with China Vanke Co Ltd on the co-development of property projects in Singapore and the People’s Republic of China. Partner Penny Goh led the transaction.
Allen & Gledhill has also advised IDF Investment Foundation in respect of its divestment of 63 units at The Montana, a residential development in Singapore, through the sale of 100 percent of the issued share capital of Coleridge Management Ltd, which owned the 63 units. The divestment was completed on 19 February 2013. Partner Penny Goh also led the transaction.
Appleby has acted as British Virgin Islands counsel for CNPC General Capital Ltd, a subsidiary of China National Petroleum Corporation, the largest integrated oil and gas company in the PRC, in respect of the issuance of its US$750 million 1.45 percent guaranteed senior notes due 2016, US$500 million 1.95 percent guaranteed senior notes due 2018 and US$750 million 3.4 percent guaranteed senior notes due 2023, in an aggregate principal amount of US$2 billion. This is CNPC’s biggest overseas bond to date. The net proceeds will be advanced by CNPC General Capital Ltd to a company controlled by CNPC outside the PRC and used for CNPC’s overseas operations. Partner Judy Lee led the transaction whilst Shearman & Sterling advised as to US and Hong Kong laws and Jun He Law Offices advised on PRC law. Davis Polk, led by partners Eugene C Gregor and John D Paton, advised the joint global coordinators (consisting of Citigroup Global Markets Inc and ICBC International Capital Ltd) and the initial purchasers (composed of Citigroup Global Markets Inc, ICBC International Securities Ltd, Barclays Bank PLC, BOCI Asia Ltd, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, JP Morgan Securities plc, Merrill Lynch International, Morgan Stanley & Co International plc, Standard Chartered Bank, CCB International Capital Ltd, ING Bank NV Singapore Branch and Mizuho Securities USA Inc). The joint global coordinators and the initial purchasers were advised by King & Wood Mallesons as to PRC law.
AZB & Partners has advised KKR AT Dutch BV and KKR AT Auxiliary Dutch BV, investment funds advised by and affiliated with Kohlberg Kravis Roberts & Company LP (KKR), in respect of the leveraged buy out acquisition by KKR of a controlling stake in Alliance Tire Group BV, a global tire manufacturer specializing in off highway tires, from a fund managed by Warburg Pincus and a small stake from the founders. The founders will continue to maintain an ownership stake and partner with KKR going forward. Alliance Tire Group has subsidiaries in countries such as Israel, India and USA. Upon completion of the transaction, KKR AT Dutch BV and KKR AT Auxiliary Dutch BV will together hold approximately 87 percent of the total equity shareholding in Alliance Tire Group. Partners Darshika Kothari and Nohid Nooreyezdan are led the transaction which is yet to be completed.
AZB & Partners has also advised Zephyr Peacock India III Fund and Zephyr Peacock India Fund III Ltd in respect of the acquisition of approximately 25 percent of Pennar Engineered Building Systems Ltd for approximately INR500 million (US$9.2m). Partner Abhijit Joshi led the transaction which was completed on 8 April 2013.
Baker & McKenzie has advised HKSE-listed Li Ning Company Ltd, one of the leading sports brands in the PRC, in respect of its open offer of convertible securities in the principal amount of approximately HK$1.85 billion (US$236.9m), which are convertible into shares in the capital of the company. The convertible securities were offered to Li Ning’s qualifying shareholders. The open offer was over-subscribed, as the company received applications which represent 3.54 times of the total amount of securities offered. Li Ning intends to use the proceeds raised to support its business development, including the transformation plan, and to optimise its capital structure. Partner Rossana Chu led the transaction.
Baker & McKenzie.Wong & Leow and Hadiputranto, Hadinoto & Partners, (Baker & McKenzie’s member firms in Singapore and Indonesia, respectively) have advised a consortium composed of PT Medco Power Indonesia, ITOCHU Corporation, Kyushu Electric Power Co Inc and Ormat International Inc in respect of the signing of an Energy Sales Contract (ESC) and Joint Operation Contract (JOC) for the 300 MW Sarulla Geothermal Power Project in North Sumatra, Indonesia. The ESC was signed between the consortium, Indonesian state-owned electricity utility PT Perusahaan Listrik Negara (Persero) and PT Pertamina Geothermal Energy (PGE), a subsidiary of PT Pertamina, providing for the long term sale of electricity to PLN, whilst the JOC was signed between the consortium and PGE. Luke Devine in Jakarta and Chew Chin in Singapore led the transaction.
Clifford Chance has advised Capital Dynamics in respect of its strategic cooperation agreement with China-based fund of funds manager Diligence Capital. The partnership will enable Capital Dynamics to join its long-standing global scope and infrastructure in private equity with Diligence Capital’s local knowledge and expertise so as to enhance both parties’ business in the Greater China region. Partners Matt Feldmann and Tie Cheng Yang led the transaction.
Clifford Chance has also advised Australia’s Toga Group in respect of a 50:50 joint venture in hotel management and ownership with Singapore’s Far East Orchard Ltd. The Toga Group develops hotels, residential apartments and mixed use projects, including retail and commercial, across Australia, New Zealand and Europe, largely under the Adina, Vibe and Travelodge brands. Far East Orchard is a member of Far East Organization, Singapore’s largest private property developer. The new JV will be a fully aligned and integrated hotel ownership and management platform that will leverage the combined capabilities of Toga and Far East Orchard in development, construction and hotel management. The JV will initially operate more than 6,800 apartments and hotel rooms in over 50 properties across Australia, New Zealand, Germany and Denmark. Under the terms of the JV, Far East Orchard has agreed to inject into the JV A$250 million (US$256.42m), which has been earmarked for growth ambitions. Partner Lance Sacks led the transaction with assistance from partner Raymond Tong on Singapore regulatory issues.
Davis Polk has advised the joint lead managers (consisting of Barclays Bank PLC, CITIC Securities Corporate Finance (HK) Ltd, The Hongkong and Shanghai Banking Corporation Ltd, Morgan Stanley & Co International plc, UBS AG Hong Kong Branch and Industrial and Commercial Bank of China (Asia) Ltd) in respect of a Regulation S offering by Asia Standard International Group Ltd of CNY500 million (US$80.87m) 6.5 percent senior notes due 2018 under its US$1 billion Medium Term Note Programme. The firm also advised Morgan Stanley as arranger and Morgan Stanley and UBS as initial dealers in respect of the establishment by Asia Standard of the MTN Programme. Partners William F Barron, Paul Chow and John D Paton led the transaction. Asia Standard was advised by Stephenson Harwood as to English and Hong Kong law, Appleby as to Bermudan law, Fangda Partners as to PRC law, Rato, Ling, Vong, Lei & Cortés as to Macau law and Boughton Law Corporation as to Canadian law.
Davis Polk has also advised the initial purchasers (consisting of Citigroup Global Markets Ltd, Standard Chartered Bank, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd and The Royal Bank of Scotland plc) in respect of a US$275 million Regulation S offering by CIFI Holdings (Group) Co Ltd of its 12.25 percent senior notes due 2018. Established in 2000 and headquartered in Shanghai, CIFI Holdings is engaged in property development, property investment and property management business in China. Partner William F Barron and John D Paton led the transaction whilst Jingtian & Gongcheng advised as to PRC law. CIFI Holdings was advised by Sidley Austin as to US and Hong Kong law, Commerce & Finance Law Offices as to PRC law and Maples and Calder as to Cayman Islands and BVI law.
Hadiputranto, Hadinoto & Partners, Baker & McKenzie’s member firm in Indonesia, has represented UBS AG Singapore Branch, Morgan Stanley & Co International plc and CIMB Bank (L) Ltd as the lead underwriters in respect of a secondary offering of 40 percent shares in PT Matahari Department Store Tbk by CVC Capital Partners. The IDR14 trillion (US$1.44b) deal is one of the biggest secondary offerings in Indonesia to date. Partners Sri Indrastuti Hadiputranto and Indah N Respati led the transaction.
Hadiputranto, Hadinoto & Partners, Baker & McKenzie’s member firm in Indonesia, has also represented PT Medco Power subsidiary PT Medco Cahaya Geothermal as the sponsor in respect of the development of the US$400 million 2x55MW geothermal power plant in the East Java Province of Indonesia. The sponsor entered into a Power Purchase Agreement for the development with Indonesian state-owned electricity utility PT Perusahaan Listrik Negara (Persero). Luke Devine drove the transaction.
Han Kun has represented Everbright Healthcare Investment Management Company, a wholly-owned subsidiary of China Everbright Ltd (Everbright Group) focusing on the management of private equity fund, in respect of the fundraising of its RMB Healthcare Investment Fund I. Everbright RMB Healthcare Investment Fund is a private RMB fund founded and formed by Everbright Group in mainland China, which will focus its investment on medical care and healthcare.
Han Kun has also represented Tencent Computer System Ltd, one of the largest comprehensive internet service providers in China, in respect of its investment in Sequoia RMB Fund III, a big RMB fund which is initiated and formed by Sequoia Capital.
Herbert Smith Freehills has acted as international counsel to Australia and New Zealand Banking Group Ltd, DBS Bank Ltd, The Royal Bank of Scotland plc and Standard Chartered Bank as joint lead managers in respect of the issuance of S$250 million (US$201.35m) 4.25 percent notes due 2016 by Tata Communications (Netherlands) BV which were guaranteed by leading global communications provider Tata Communications Ltd. This transaction marked the first note issued by a non-bank Indian corporate in the Singapore dollar-denominated capital markets this year. It was also the first time that an unrated India corporate has been able to raise funds in the international capital markets. Partner Philip Lee led the transaction.
HSA Advocates has advised Transaction Solutions International (India) Private Ltd (TSI India) and the promoter group, Transaction Solutions International Group of Companies (TSI Group), in respect of a definitive investment agreement for the acquisition of majority equity stake in TSI India by CX Partners LLP and CX Capital Management Ltd (acting on behalf of Urania Private Ltd Mauritius and AAJV Investment Trust India). TSI India, a subsidiary of Australia and UK-based TSI Group, is engaged in providing automated teller machines (ATM) related management services, providing payment solutions and other related customer services in India. Partners Aparajit Bhattacharya and Harvinder Singh spearheaded the transaction. CX Partners was advised by Wadia Ghandy, led by partner Ankit Majmudar.
J Sagar Associates has acted as the sole legal counsel for Dredging Corporation of India Ltd in respect of the public issue of tax-free bonds of face value of INR1,000 (US$18.42) each in the nature of secured, redeemable, non-convertible debentures having tax benefits under section 10 (15) (iv) (h) of the Income Tax Act, 1961, with the issue size aggregating up to INR5 billion (US$92.1m) in the fiscal year 2013. The lead managers to the issue were SBI Capital Markets Ltd and AK Capital Services Ltd. Partner Dina Wadia led the transaction.
J Sagar Associates has also advised Michael S Dell and Silverlake Group LLC in respect of its merger filing before the Competition Commission of India (CCI) with respect to the global acquisition/take private of Dell Inc by Michael S Dell and Silverlake Group. Dell is the founder of Dell Inc whilst Silverlake Group is a US-based private equity firm. The CCI granted unconditional approval for the proposed transaction on 16 April 2013. Partners Farhad Sorabjee and Amitabh Kumar led the transaction. Rahmat Lim & Partners, led by partner Chia Chee Hoong, is advising Silver Lake Partners in respect of the Malaysian aspect of the proposed privatisation of Dell Inc.
K Law has advised Neev Information Technologies Private Ltd (NIT), its promoters and the existing investors Basil Partners in respect of NIT’s acquisition by the Publicis Groupe, a French company engaged in advertising and communications. NIT is a technology services provider engaged in e-commerce, SaaS (Software as a Service) and cloud applications across web, social media and mobile space. Post the acquisition, NIT will be integrated with technology company Razorfish which is part of the Publicis Groupe. Partner Shwetambari Rao led the transaction. Publicis was represented by Trilegal and the deal was driven by partner Ashwyn Misra.
Khaitan & Co has advised SunCoke Energy Inc in respect of the business transfer by way of a slump sale of the entire coke-making division of VISA Steel Ltd to its subsidiary VISA Coke Ltd, following which SunCoke acquired a 49 percent stake in VISA Coke Ltd from the VISA group for US$67 million. SunCoke is a subsidiary of SunCoke Energy Inc which is the largest independent producer of high-quality metallurgical coke in the Americas and has over 45 years of experience in the business. Partners Haigreve Khaitan, Upendra Joshi and Joy Jacob led the transaction which closed on 18 March 2013. Amarchand & Mangaldas & Suresh A Shroff Co, led by partners Puja Sondhi and Shweta Shroff Chopra, advised VISA Steel and VISA Coke.
Khaitan & Co has also advised Titan International Inc in respect of obtaining post facto approval of the Competition Commission of India (CCI) in the acquisition of the entire share capital of United Kingdom based Titan Europe PLC, because of which Titan International also acquired the 35.91 percent equity that Titan Europe held in Wheels India Ltd, a listed company in India. US-based Titan International designs, tests and manufactures wheels and tyres and combines these wheels and tyres into assemblies for use in the agricultural, earthmoving/construction and consumer markets. Avaantika Kakkar piloted the transaction.
Latham & Watkins has advised Singapore-based Asian Food Channel, a 24-hour TV network which is the region’s leading food-focused pay television network, in respect of its acquisition by NYSE-listed Scripps Networks Interactive Inc, a developer of lifestyle-oriented content for television and the Internet. Partners Adel Aslani-Far and Sin Chei Liang led the transaction.
Morrison & Foerster has advised BOCI Asia Ltd and HSBC as joint global coordinators and UBS AG and BNP Paribas as joint lead managers and joint book-runners in respect of Golden Wheel Tiandi’s RMB600 million (US$97m) 11.25 percent three-year senior notes offering. This is the first RMB high yield bond offering in Hong Kong by a PRC property developer as a debut issuer this year. Partners Melody’s He-Chen and Ven Tan led the transaction.
Paul Hastings has represented HKSE-listed Future Land Development Holdings Ltd, a leading Chinese property developer focused on developing quality residential and mixed-use projects, in respect of a CNH high yield bond offering of RMB1.5 billion (US$242.73m) senior notes due 2016. Bank of America Merrill Lynch and Deutsche Bank were the joint global coordinators. Bank of America Merrill Lynch, BOC International, CITIC Securities International, Deutsche Bank and Haitong International were the joint book-runners and joint lead managers. Future Land intends to use the net proceeds of the notes to repay certain existing loans, fund the acquisition of land for residential and commercial property development, and for general corporate purposes. Partners Raymond Li, Vivian Lam and David Grimm led the transaction.
Rahmat Lim & Partners and Allen & Gledhill have jointly advised Standard Chartered Private Equity Ltd in respect of its disposal of approximately 98 million shares representing approximately 22.28 percent equity interest in Shangri-La Hotels (Malaysia) Berhad to Kuok Brothers Sdn Berhad. The total consideration is approximately MYR328.4 million (US$107.7m). Partners Moy Pui Yee of Rahmat Lim & Partners and Christian Chin of Allen & Gledhill led the transaction.
Watson, Farley & Williams’ Singapore office, in conjunction with Asia Practice, has advised the Reignwood Group in respect of the acquisition of the entire share and loan capital of Sardinia Properties Pte Ltd, the developer of a high-end luxurious property known as the “Hamilton Scotts” located in Singapore. The vendors are a conglomerate of institutional investors led by the KOP Group, a renowned property developer of luxurious property developments all over the world. The Reignwood Group, founded by Dr Chanchai Ruayrungruang, is a multinational enterprise with investments in key industries including modern services, consumer goods, green industries, health and wellness, financial services, real estate, aviation, energy and mining. The Reignwood Group today has branch offices in Singapore, Thailand, Canada, United States, United Kingdom, Germany and Switzerland. Partner Ivan Chia led the transaction.
Weerawong, Chinnavat & Peangpanor has represented Bangkok Mass Transit System Plc (BTSC), the concessionaire that operates the sky train system in Bangkok, and its parent company BTS Group Holdings Plc (BTSG) in respect of the establishment and IPO of the investment units of BTS Rail Mass Transit Growth Infrastructure Fund (BTSGIF) in Thailand and internationally. With an offering size of US$2.1 billion, BTSGIF is Thailand’s biggest IPO ever and is the third largest IPO globally in 2013. BTSGIF units commenced trading on the Stock Exchange of Thailand on 19 April 2013. The underlying assets transferred by BTSC to BTSGIF are net farebox revenue for the remaining period of 17 years of the Concession Agreement granted by the Bangkok Metropolitan Administration. BTSG has provided BTSGIF a support and guarantee of the performance of BTSC and also subscribed for one-third of the units. BBL Asset Management is the management company for BTSGIF while Phatra Securities acted as the sole domestic book-runner and Morgan Stanley & Co International and UBS AG (Hong Kong Branch) were joint international book-runners. Partner Peangpanor Boonklum led the transaction.
WongPartnership is acting for Modern Hotel Management Co Ltd in respect of the sale of Beijing Wanguocheng Hotel Operation & Management Co Ltd and Prosperity Hotel Investment Holdings Ltd to Shun Tak Holdings Ltd’s wholly-owned subsidiary Sonic City Ltd for RMB1.29 billion (US$208.7m). Partner Miao Miao led the transaction.
WongPartnership is also acting for Ascendas Hospitality Fund Management Pte Ltd, in its capacity as manager of Ascendas Hospitality Real Estate Investment Trust (A-HREIT), in respect of the acquisition by The Trust Company (Asia) Ltd, as trustee of A-HREIT (REIT Trustee) of Park Hotel Clarke Quay, Singapore for a consideration of S$300 million (US$241.6m). The hotel will continue to be operated by the Park Hotel Group and, in this regard, the REIT Trustee has entered into a conditional master lease agreement with Park Hotel CQ Pte Ltd pursuant to which the hotel shall be leased to Park Hotel for an initial term of 10 years with an option to extend for a further term of five years upon parties’ mutual consent. Partner Monica Yip led the transaction.