Deals – 27 August 2009

Allen & Gledhill LLP has also acted for YTL Pacific Star REIT Management Limited (YTL), as manager of Starhill Global Real Estate Investment Trust (Starhill), in connection with the fully underwritten one-for-one renounceable rights issue of new units in Starhill. The issuance of more than 963.7 million new units raised gross proceeds of approximately S$337.3 million (approx US$233.3m). DBS Bank Ltd, Merrill Lynch (Singapore) Pte Ltd, and Credit Suisse (Singapore) Limited acted as joint lead managers and underwriters to the issue. Partners Jerry Koh and Chua Bor Jern advised.

Allens Arthur Robinson has acted for Healthscope Limited (Healthscope), a leading private healthcare provider, in connection with a capital raising valued at A$140 million (approx US$115.7m). Comprising a fully underwritten institutional placement which opened on 26 August 2009, the transaction will be followed by an offering to retail shareholders in Australia and New Zealand. Healthscope intends to use the raised funds for the expansion of hospitals, funding for recent acquisitions of pathology and medical centres, and to provide flexibility to pursue future acquisition opportunities. Partner Cameron Price led the firm’s advisory team, whilst Freehills represented the underwriter to the placement, Goldman Sachs JB Were Pty Ltd.

Baker & McKenzie has advised Macquarie Capital Advisers as the underwriter and lead manager in respect of the A$421 million (approx US$348.6m) RAPID rights issue by ConnectEast Group. Led by partner Craig Andrade, the firm assisted Macquarie to negotiate and document its underwriting of the rights issue. Partner Andrew Reilly provided international law advice.

Chang, Pistilli & Simmons has advised Babcock & Brown in relation to the agreed terms of separation reached with listed infrastructure player Babcock & Brown Infrastructure (BBI). The firm also advised Babcock & Brown in relation to the internalisation of BBI’s management. Partner Kevin Lewis led the firm’s team in advising on the agreement, which is subject only to approval by BBI’s lenders. BBI was advised by its internal general counsel in association with Clayton Utz.

Clifford Chance has advised Citi and UBS in relation to an exchange offer, consent fee offer and new money issuance by Matahari International BV (Matahari), a special purpose finance subsidiary of one of Indonesia’s largest retail operators, PT Matahari Putra Prima Tbk (PT). The transaction was completed on 7 August 2009, with the exchange offer and new money issuance carrying an aggregate value of US$200 million. Under the terms of the transaction, holders of existing US$150 million 9.5 percent Senior Notes due 2009 (guaranteed by PT) received an offer to exchange their existing notes for new 10.75 percent Senior Notes due 2012 (also guaranteed by PT). Concurrently, Matahari made a consent fee offer as an incentive to holders of existing notes to vote in favour of certain proposed amendments to the terms & conditions and trust deed of the existing notes. Additionally, a portion of new notes were placed to new money investors. Singapore-based partner Crawford Brickley led the team in advising the banks, with assistance from partner Joan Janssen.

Clifford Chance has also advised Star Cruises Limited, the world’s third-largest cruise operator, in connection with its US$150 million convertible bond issue which was completed on 20 August, 2009. The bonds are convertible into Star Cruises Limited shares, which are listed on the Stock Exchange of Hong Kong. The company has a fleet of 16 ships which visit some 200 destinations around the world every year. Partner Cherry Chan led the firm’s team in advising the cruise operator.

Clayton Utz has acted as Australian counsel to uranium explorer Extract Resources Ltd (Extract), an Australian-listed company, on an A$91 million (approx US$75.2m) equity raising by placement into the Canadian institutional market, and a rights issue. Corporate Advisory/ M&A partner Mark Paganin led the firm’s team.

Clayton Utz has also advised Spotless Group Limited in connection with its A$100 million (approx US$82.7m) capital raising. Led by partners Rod Halstead and Stuart Byrne, the raising includes a A$71 million institutional placement and A$29 million share purchase plan.

Additionally, Clayton Utz has advised Perth-based iron ore producer Grange Resources on its A$167 million (approx US$138.1m) capital raising. Comprising a non-renounceable entitlement offer and placements to substantial shareholders, the offer was underwritten by joint lead managers Azure Capital and Patersons Securities. The transaction also featured the participation of cornerstone investor Shagang, China’s largest private steel mill, and other major shareholders. Partner Matthew Johnson led the firm’s team.

Finally, Clayton Utz is advising Woolworths Limited in relation to its recommended takeover offer of Danks Holdings Limited, Australia’s second largest hardware distributor. The takeover is part of a joint venture equity agreement with US home improvement retailer Lowe’s Companies Inc, and is valued at A$87.6 million (approx US$72.5m). John Elliott, partner and joint head of the firm’s national M&A practice, is leading the transaction which is part of Woolworths’ strategy to enter the hardware sector.

Drew & Napier LLC has acted as counsel to KXD Digital Entertainment Ltd (KXD) in relation to its private placement of 157 million common shares. With UOB Kay Hian acting as placement agent to the company, the shares will be issued on a best endeavors basis and will be subsequently listed on the Singapore Stock Exchange. The shares represent 16.66 percent of the company’s enlarged issued share capital. Director Marcus Chow led the firm’s advisory team.

Khaitan & Co has advised Ativir Financial Consultants Private Limited (Ativir) in relation to its acquisition of Dhuika Trading Private Limited (Dhuika), which included the acquisition of Dhuika’s real estate assets. Dhuika had purchased the abovementioned real estate assets via financing including a secured loan from ICICI Bank and unsecured loans from its shareholders and directors. Under the terms of the acquisition, amongst other things Ativir purchased shares representing 100 percent of the paid-up capital held by sellers/existing shareholders, and repaid the secured and unsecured loans. The transaction, the value of which remains confidential, was led by partner Sudip Mullick.

Khaitan & Co has also advised Srei Equipment Finance Private Limited in relation to its issue of secured redeemable non-convertible debentures on a private placement basis, to be listed on the Wholesale Debt Market of the National Stock Exchange. The total value of the issuance is INR1000 crores (approx US$205 million). The transaction, which involved six lead arrangers, potentially marks the first time a private company has issued non-convertible debentures of the value 1000 crores under the new SEBI (Issue & Listing of Debt Securities) Regulations 2008. N G Khaitan led the firm’s advisory team.

Kim & Chang has represented Meiya Power Company (MPC), a multi-national power plant group, in relation to its purchase on 5 August 2009 of an oil-fired combined cycle power plant from Hyundai Heavy Industries Co Ltd. Following the acquisition of the plant, which is located in Daesan, Korea, MPC intends to expand and upgrade the plant through further investments. The purchase was conducted through a subsidiary of MPC. Key partners involved in advising were I.R. Huh and K.H. Choi.

Kim & Chang has also acted for KOGAS and three major Korean shipping companies, Hanjin Shipping (Hanjin), Hyundai Merchant Marine (Hyundai) and SK Shipping (SK) in respect of their entry into refinancing transactions which allow for the early repayment of ship financing facilities extended to the three shipping companies in 1996. The early repayments were anticipated due to put options exercisable upon the 10th anniversary of the vessels’ delivery to the shipping companies, which occurred in 1999. Despite deteriorated market conditions which complicated the procurement of long-term foreign currency borrowings, the transaction is the first ship financing project in Korea in 2009 that involves internationally renowned banks as lenders. Successfully completed on 30 July for Hanjin and Hyundai and on 3 August for SK, the refinancing transactions were each valued at over US$160m. The firm’s advisory team included H.S. Yoon, Grace K.A. Nam and I.H. Yoo.

Paul, Hastings, Janofsky & Walker has advised China Everbright Ltd, a Hong Kong listed company which provides financial services in Greater China, on a joint venture with Macquarie Group Capital Limited (Macquarie) to establish a new funds set-up to acquire and invest in infrastructure assets in Greater China. The joint venture, consisting of domestic and international funds seeking to raise US$1.5 billion, will target renminbi investors and offshore non-retail investors interested in buying into the toll road, airport, renewable energy, water and waste, port and rail sectors. Each of the funds will have similar mandates and will be managed jointly by the two companies. The firm’s team was led by partners Raymond Li and Vivian Lam.

Paul, Hastings, Janofsky & Walker has also represented Samsung Securities as underwriter of Dongkuk S&C’s IPO and share listing on the KRX KOSDAQ market. The listing, valued at KRW251 billion (approx US$200 million) comprised a Korean domestic tranche and an international Reg S tranche. The listing by the global manufacturer of wind towers is the largest Korean IPO in 2009 so far, and is only the third domestic IPO in Korea with an international tranche following changes in Korean securities laws to allow international tranches. Hong Kong-based partner Daniel Kim led the transaction.

Skadden, Arps, Slate, Meagher & Flom LLP has advised China real estate company SRE Group Limited (SRE) in respect of three related transactions. Led by partner Edward Lam, the transactions involved advising on US federal securities law, English law and Hong Kong law and
consisted of:
• SRE’s tender offer and consent solicitation to the holders of its US$200 million high yield bonds at a purchase price equal to 80 percent of the face value of the bonds.
• SRE’s issue and sale of US$ settled RMB denominated 6 percent convertible bonds due 2014, valued at up to RMB 446.9 million (US$65 million).
• SRE’s follow-on offering (by way of a top-up placement in Hong Kong) of shares, which has raised HK$500 million (US$64 million).
Credit Suisse and Deutsche Bank acted as the placement agents for the convertible bonds and the follow-on offering, whilst Deutsche Bank acted as the dealer manager for the tender offer. The funds raised from the convertible bonds issue and the top-up placement of shares were used to settle the amounts due under the tender offer and consent solicitation.

Skadden, Arps, Slate, Meagher & Flom LLP has also represented the underwriters in connection with Melco Crown Entertainment Limited (Melco)’s US$220 million US registered offering of American Depositary Shares. Melco is a developer and owner of casino gaming and entertainment resort facilities which are focused on the Macau market. Acting as joint bookrunners and representatives for the offering were Deutsche Bank Securities Inc and Citigroup Global Markets Inc, whilst CLSA Limited and Oppenheimer & Co Inc acted as co-managers. Hong Kong-based corporate partners Jonathan Stone and Edward Lam led the firm’s team.

Stamford Law Corporation has acted as lead counsel in relation to the acquisition by Orient Marine Pte Ltd (Orient) of a 30 percent stake in Fischer Engineering Pte Ltd (Fischer), a Singapore-based provider of marine engineering services. A wholly owned subsidiary of Aqua-Terra Supply Co Ltd, Orient purchased the stake from Fischer’s founding shareholders for a consideration of S$1.8 million (US$1.23m). Following the acquisition, Fischer has become a wholly-owned subsidiary of the Aqua-Terra Group. Partner Bernard Lui led the team.

Stamford Law Corporation has represented Mapletree Trustee Pte Ltd in connection with the company’s purchase and leaseback of a Woodlands property from First Engineering Plastics Pte Ltd. The property, an industrial factory compound with living quarters, is strategically located in the established Woodlands East Industrial Estate. The acquisition was valued at S$21.8 million (US$15.7m). Partner Yap Wai Ming led the transaction.

Stamford Law Corporation has also acted as lead counsel in the listing by Passion Holdings Limited (Passion) on the Mainboard of Singapore’s Stock Exchange, the first such listing this year by a China-based company. The initial public offering by Passion, a designer, manufacturer and retailer of handicrafts and furnishings, comprises 90 million new shares and 36.5 million vendor shares. It is anticipated that the offering, which opened on 24 August, will raise approximately US$22 million. Partner Soh Chun Bin led the firm’s advisory team.

Additionally, Stamford Law Corporation has acted for ECS Holdings Limited (ECSH) in connection with the proposed listing by ECS Kush Sdn Bhd (Kush) on the Main Market of Bursa Malaysia Securities Berhad. The Kush Group is a leading distributor of Information and Communications Technology (ICT) products in Malaysia. ECSH holds a 60 percent equity interest in Kush, with the proposed listing to be carried out via a flotation exercise undertaken by a wholly-owned subsidiary of Kush. Partner Ng Joo Khin led the team.

Finally, Stamford Law Corporation has advised Jade Technologies Holdings Ltd (Jade), a Catalist-listed company, in respect of its 20 percent acquisition of economic interest in Daqing Xinlong (Xinlong), a Chinese manufacturer of titanium dioxide products. The acquisition, valued at S$7.7 million (US$5.33m) was approved by Jade’s shareholders earlier this year, who also agreed to a resolution to issue shares in lieu of cash to pay the vendors. Following completion of the acquisition, Jade and Xinlong will establish a wholly foreign-owned enterprise (WFOE) under Chinese law to take over Xinlong’s distribution and trading activities. Partner Bernard Lui led the transaction.

WongPartnership LLP has acted for First Resources Limited, a leading oil palm plantation company in Indonesia, in relation to its proposed issue of US$100 million unsecured convertible bonds due 2014, which marks the company’s first ever convertible bond transaction. Partners Raymond Tong and Pong Chen Yih led the transaction.

WongPartnership LLP has also represented Chinasing Investment Holdings Limited, through its wholly-owned subsidiary Benep Management Limited, in relation to its proposed acquisition of 55 percent of the entire issued share capital of Highway Bright Holdings Limited. The seller of the capital is Diamond Globe Investments Limited (Diamond), which is incorporated in the Cayman Islands. Diamond is wholly-owned by Goldmond Holdings Limited, a company listed on the Growth Enterprise Market of Hong Kong Stock Exchange. Partners Andrew Ang and Tay Liam Kheng led the firm’s advisory year.

Weil, Gotshal & Manges LLP has advised EGS Corp, a portfolio company of Providence Equity Partners and Ayala Corporation, in connection with the merger of US-based Stream Global Solutions Inc (Stream) and Asia-based eTelecare Global Solutions Inc (eTelecare). EGS is the parent company of the Philippines-based eTelecare, which provides outsourced help-centre services via call-centres, e-mail and chat to leading companies across a variety of industries. Following completion of the merger, stockholders of Stream will own 57.5 percent of the combined company, whilst the remaining 42.5 percent will be owned by Providence Equity Partners and Ayala Corporation. The combination of the two outsourcing providers will create a global leader in the merged entity, which will have around 30,000 employees located in 50 solutions-centres across the globe. New York-based partner Michael Weisser led the firm’s advisory team, whilst Hong Kong-based partner Peter Feist led the Asia-based team on the transaction.

Yulchon has advised Lotte Asset Development Co Ltd (Lotte), a leading Korean real estate development company, in relation to its acquisition of the entire share capital in real estate development firm Coralis SA. Completed on 22 July 2009, the sale was valued at approximately US$58 million. As a result of the 100 percent acquisition, Lotte takes over the development of the Coralis’ proposed 65-storey Hanoi City Complex Project, which is one of the largest development projects in Vietnam to date. The firm’s advisory team was led by Do Hyung Kim and Yong Geun Bae.