|Allen & Gledhill has advised Sino-Singapore Tianjin Eco-City Investment and Development Co Ltd (SSTEC) in respect of its agreement with Sunway City Bhd (SunCity) to form a 40:60 JV to co-develop an eco-themed project in Tianjin Binhai New Area in China with an expected total investment value of about RMB5 billion (US$760m). SunCity has also nominated its wholly owned Singapore subsidiary Sunway City (S’pore) Pte Ltd to enter into an equity JV contract with SSTEC to start phase 1 of the JV development. Partners Penny Goh and Tan Boon Wah led the transaction.
Allen & Gledhill has also advised the same client, Sino-Singapore Tianjin Eco-City Investment and Development Co Ltd (SSTEC) in respect of its equity JV agreement with a subsidiary of Ayala Land Inc (Ayala Land), one of the Philippines’ top integrated city develop, to develop Ayala Land’s flagship project in China, at an estimated cost of RMB1.5 billion (US$228m) when completed in 2013. The partners have also signed a memorandum of understanding to explore co-development opportunities in the eco central business district. Partners Penny Goh and Tan Boon Wah also led this transaction.
AZB & Partners is advising Reliance Industries Ltd in respect of the acquisition by BP of a 30 per cent stake in 23 oil and gas production sharing contracts that Reliance operates in India, including the producing KG D6 block. The transaction, valued at approximately US$7.2 billion with future performance payments of up to approximately US$1.8 billion, was signed on 21 February 2011.
Baker & McKenzie has advised Kohlberg Kravis Roberts & Co (KKR) in respect of the sale of its stake in Seven Media Group (SMG), one of Australia’s leading media companies owned by Seven Group Holdings Ltd, to news and media group West Australian Newspapers Holdings Ltd (WAN) for A$4 billion (US$4b). The transaction was announced on 21 February 2011. Post transaction, the combined SMG and WAN group will be named Seven West Media. Partner Mark McNamara led the transaction. Freehills advised SMG whilst Allens Arthur Robinson advised WAN.
Cleary Gottlieb has represented Russia’s VTB Bank in respect of the issuance of RMB1 billion worth of three-year renminbi bonds. VTB is the first Russian borrower, and the first emerging markets issuer outside China, to issue bonds denominated in the Chinese currency. Issuers of so-called ‘dim sum’ bonds need to gain approval from Beijing to move the proceeds of the bonds from Hong Kong to the mainland. Prior to February 2010, issuance was restricted to the Chinese Government and Chinese financial institutions. Partners Simon Ovenden and Murat Akuyev led the transaction.
De Brauw Blackstone Westbroek has acted as Dutch counsel for HKSE listed MIE Holdings Corporation in respect of its acquisition of 100 per cent of the participation interest in Kazakhstan oil company Emir Oil, through its subsidiary Palaeontol BV, from BMB Munai Inc. The transaction was valued at US$170 million and became public on 14 February 2011. Partner Geert Potjewijd led the transaction whilst Latham & Watkins acted as lead counsel.
Freshfields Bruckhaus Deringer has advised PRC property developer Shui On Development (Holding) Ltd (SOD) in respect of the issue of RMB3.5 billion (US$531m) four-year RMB denominated US$ settled senior notes. The parent guarantor for the issue is HKSE-listed Shui On Land Ltd. Standard Chartered Bank served as the sole global coordinator. Deutsche Bank AG, Standard Chartered Bank, and UBS AG were the joint lead managers and bookrunners whilst Barclays Capital and BNP Paribas served as co-managers. Partner Calvin Lai led the transaction.
Freshfields Bruckhaus Deringer has also advised China Unicom (Hong Kong) Ltd (China Unicom) in respect of its agreement with Telefónica SA to enhance their existing strategic alliance entered into on 23 January 2010. Under the terms of the agreement, the parties agreed to increase their respective stakes by acquiring the equivalent of US$500 million in the other party through the purchase of each party’s shares. Telefónica agreed to propose at its next general shareholders’ meeting the appointment of an individual designated by China Unicom as a director to Telefónica’s board of directors. Partner Teresa Ko led the transaction.
Gide Loyrette Nouel has advised Chinese agribusiness group COFCO in respect of the acquisition of Château de Viaud, a vineyard in the Lalande-de-Pomerol wine growing area, from Philippe Raoux, a Bordeaux wine grower and merchant who owns several wine estates such as the Château d’Arsac which is famous for its Margaux wines and works of art. Partner Guillaume Rougier-Brierre led the transaction whilst Ernst & Young, led by Valerie Scappaticci, advised on social and accounting due diligence.
Hemant Sahai Associates has acted for Housing Development Finance Corp (HDFC), India’s oldest mortgage lender, in respect of the purchase of a minority stake in Kaizen Management Advisors Ltd, the asset management company that advises India’s first education-focused fund Kaizen Pvt Equity. HDFC, besides picking up stake, has also invested in the fund as Ltd partner. Partners Souvik Ganguly and Utsa Shome led the transaction.
Herbert Smith and its associated firm in Jakarta, Hiswara Bunjamin and Tandjung have advised Japanese trading house Mitsubishi in respect of the acquisition of a 20 per cent interest in the Senoro-Toili production sharing contract in Indonesia for US$260 million from PT Medco Energi Internasional Tbk, Indonesia’s largest private-sector energy company. Gas from the Senoro-Toili field is to be used to supply the Donggi-Senoro LNG Project in which Mitsubishi holds a 51 per cent interest. Partner David Clinch led the transaction.
Hogan Lovells has advised UBS AG Hong Kong branch, as placing agent, in respect of the sale of 150 million shares in HKSE listed wireless solution and equipment provider China Wireless Technologies Ltd held by its controlling shareholder Data Dreamland Holding Ltd for HK$682.5 million (US$87.7m). The placing shares were sold under a top-up placement. Partners Terence Lau and Lee Man Chiu led the transaction.
Hogan Lovells has also advised SinoPac Securities (Asia) Ltd and ICBC International Securities Ltd in respect of the landmark RMB300 million (US$45.6m) bond offered by an offshore entity majority owned by Taiwan-listed Yuen Foong Yu Paper Manufacturing Co. The three-year, 3.1 per cent bond was issued via private placement and became the first Reminbi bond issued by a Taiwanese company. The transaction was led by partner Jamie Barr.
J Sagar Associates has advised global crane manufacturer Konecranes Plc and its affiliates in respect of the acquisition of 100 per cent shares of WMI Cranes Ltd WMI, one of India’s leading crane manufacturers. Konecranes entered into an agreement with WMI and its promoters to acquire 100 per cent of WNI’s shares in October 2010. Fifty one per cent of the shares have been acquired recently after receipt of necessary regulatory approvals. The balance of 49 per cent of the shares are proposed to be acquired in a few months. Partner Aashit Shah led the transaction. WMI and its promoters were advised by Trilegal’s partner Sridhar Gorthi.
Khaitan & Co has advised Inox Leisure Ltd, the diversification venture of Inox Group into the entertainment and cinema exhibition industry, in respect of its acquisition of a 43.09 per cent stake in Fame India Ltd (FIL) along with a subsequent open offer for approximately US$14.7 million. The transaction is one of the largest transactions of its kind in the entertainment sector in India and involves the acquisition of one leading Indian multiplex chain by another. The deal involves a competitive public offer by Reliance MediaWorks Ltd for the shares of FIL. Both public offers from Inox and FIL received SEBI approval and ran simultaneously. Partners Haigreve Khaitan and Arindam Ghosh led the transaction.
Khaitan & Co has also advised Sterlite Technologies Ltd (STL) in respect of the rupee term loan facility aggregating to INR722.4 crores (US$160m) granted by State Bank of India, Bank of India and Canara Bank to East North Interconnection Company Ltd, a wholly owned subsidiary of STL. Partner Amitabh Sharma led the transaction.
Kim & Chang has advised Affinity Equity Partners (AEP) in respect of the sale of redeemable convertible preferred stock (RCPS) and convertible bonds (CB) in Korea Digital Satellite Broadcasting Co Ltd to KT Corporation. The deal was completed on 27 January 2011 and was valued at KRW 246.4 billion (US$218.4m). The sale comes approximately three years after AEP’s acquisition of the RCPS and CB issued by Korea Digital Satellite Broadcasting Co Ltd in 2007 and 2008 respectively. YJ Ro and YG Kwon led the transaction.
Kim & Chang has also advised global life insurance company NYLI in respect of the sale of its 100 per cent stake in NYLK to ACE INA Holdings Inc (ACE) at US$425 million. The deal was completed on 1 February 2011 and was made pursuant to a share purchase agreement that was entered into on October 26, 2010. Partners Jay Ahn, JK Park and WJ Kim led the transaction.
Luthra & Luthra Law Offices has represented a consortium of 27 lenders, led by Power Finance Corporation, in respect of the INR12,142 crores (US$2.7b) senior secured syndicated rupee term and letter of credit facility to KSK Mahanadi Power Company Ltd in relation to the construction and operation of the 3600 MW coal based thermal power project being built at an estimated project cost of INR16,190 crores (US$3.57b) at Nariyara, Janjgir Champa District, Chhattisgarh. Piyush Mishra led the transaction.
Minter Ellison is advising global traffic safety company Redflex Holdings Ltd (Redflex) in respect of its scheme implementation agreement with The Carlyle Group and Macquarie Group Ltd under which they will acquire all of the ordinary shares in Redflex. The takeover proposal values Redflex at A$340 million (US$340.7m) on an enterprise basis and is subject to shareholder approval, court approval and other conditions. The transaction is expected to close by June 2011. Partner Alberto Colla leads the firm’s advisory team. Macquarie is advised by Corrs Chambers Westgarth and The Carlyle Group is advised by a team from Gilbert + Tobin led by partner Bryan Pointon.
Orrick, Herrington & Sutcliffe in association with LVN & Associates has advised Thang Long Thermoelectric JSC, a subsidiary of Geleximco – one of Vietnam ‘s leading power generation companies – as investor and sole developer on a US$645 million engineering, procurement and construction contract (EPC) with Wuhan Kaidi Electric Power Co Ltd (Kaidi). The EPC contract is the first of its kind between a privately-owned Chinese contractor and a Vietnamese development company and relates to the 600 MW Thang Long coal-fired thermal power plant in Quang Ninh Province, Vietnam. Orrick partner Christopher Stephens and LVN partner Doan Quynh Linh led the transaction.
Paul, Hastings, Janofsky & Walker has advised SGX listed commercial real estate company Treasury China Trust (TCT) in respect of its approximately US$120 million 3-year multi-currency loan facility to refinance its Central Plaza asset. TCT has recently completed a refurbishment of Central Plaza, which it originally acquired in mid-2007. The Central Plaza loan was provided by a consortium of banks led by Citic Kawah and comprises a US$110 million loan and a RMB65 million (US$9.9m) loan. Partner Joel Rothstein led the transaction.
Rajah & Tann has acted for Prosper Line Investments Ltd and Great Ocean Overseas Holdings Ltd in respect of the disposal of their approximately 53 per cent effective interest in logistics services provider Airport City Development Co Ltd (ACL) to SGX-ST listed Global Logistic Properties Ltd (GLP). The total consideration payable by GLP, in cash and shares, is RMB2.48 billion (US$375m), subject to post-closing adjustments. Partners Chia Kim Huat and Danny Lim led the transaction.
Rajah & Tann has also acted for an established institutional investor, a pension fund (fund) and Better Value Holdings Ltd (CMA), being an entity of CapitaMalls Asia Ltd, in respect of the acquisition by the investor and the fund of an aggregate 55 per cent interest in an offshore SPV involved in developing CapitaLand’s second Raffles City integrated development in Shanghai. The remaining 45 per cent interest will be held by CapitaMalls Asia (also an investor) and CapitaLand China. The purchase consideration payable by the three investors is approximately S$759 million (US$594m). Partners Chia Kim Huat and Danny Lim also led the transaction whilst Commerce & Finance Law Offices acted as PRC counsel and Maples and Calder acted as BVI counsel. WongPartnership acted for CMA in transaction documentation.
Shook Lin & Bok has acted for Hong Kong financial services provider Net Pacific Finance Group Ltd in respect of the subscription of preference shares in the capital of Le On Trading Ltd amounting to an aggregate subscription amount of HK$30 million (US$3.85m). Partner Gwendolyn Gn led the transaction.
Shook Lin & Bok has also acted for Stream Media Pte Ltd, an NUS Enterprise incubatee company in the mobile payment industry, in respect of the issue of convertible bonds in relation to the S$1million (US$783,065) investment by Singtel Innov8 Pte Ltd, NUS Technology Holdings Pte Ltd, NRF Holdings Pte Ltd and Stream Global Incubators Pte Ltd. Partner Gwendolyn Gn also led the transaction.
Stamford Law has acted for media intelligence company Media Monitors in respect of its acquisition of a majority stake in Brandtology, a Singapore-based online and social media intelligence company. The acquisition supports the growth strategy of Media Monitors by allowing significant expansion of its sales network in Australia and New Zealand, while providing a solid base for continued rapid growth across the Asia-Pacific region. Director Valarie Jagger led the team.
Watson, Farley & Williams has advised Dubai based UACC in respect of the acquisition, financing and chartering (with purchase option) of two 73,000 dwt vessels for US$43.4 million each. The acquisition of the long-range products tankers doubled its fleet size in that segment. The vessels are directly owned by two KS (Ltd partnership) companies in Norway set up by Ness, Risan & Partners and chartered back to UACC on seven-year bareboat charters at US$13,000, which have purchase options at the end of the charters. Partner Chris Lowe led the transaction.
WongPartnership has acted for CapitaMalls Asia Ltd in respect of its issue of S$200 million (US$156.6m) bonds comprising one per cent one-year fixed rate unsecured bonds and 2.15 per cent three-year fixed rate unsecured bonds. Partner Hui Choon Yuen acted on the matter.
WongPartnership has also acted for The Hongkong and Shanghai Banking Corporation Ltd in respect of a S$900 million (US$704.7m) term club loan facility to One Raffles Quay Pte Ltd (ORQ) to refinance ORQ’s existing loans from shareholders and to finance general working capital. Partner Alvin Chia acted on the matter.
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David Miles remembered
We mourn the passing of a remarkable lawyer and dear friend.