Deals – 28 May 2014

Allen & Overy has advised Bharti Airtel International (Netherlands) BV as issuer and Bharti Airtel Ltd as guarantor in respect of Bharti Airtel International’s first dual-currency international bond issue under Rule 144A/Regulation S. New Delhi-based Bharti Airtel, which provides wireless and fiber-optic communications across India and in 20 Asian and African countries, is one of the largest mobile service operators in the world. The issue, which raised approximately US$2 billion, involved simultaneous notes offerings of US$1 billion in 5.35 percent notes due 2024 and €750 million (US$1b) in 3.375 percent notes due 2021. The proceeds will be used to repay and refinance existing foreign currency debt. Partner Amit Singh from Hong Kong led the transaction which was the largest bond offering ever by an Indian company. Axon Partners acted as Indian counsel whilst Milbank Tweed Hadley & McLoy, led by Singapore-based securities partner Naomi Ishikawa, acted as US counsel for the joint book-runners and lead managers consisting of Barclays Bank PLC, BNP Paribas, HSBC Ltd, Standard Chartered Bank, JP Morgan Securities PLC and Bank of America Merrill Lynch.

Appleby has acted as Bermuda and BVI counsel for Standard Chartered Bank (Hong Kong) Ltd and The Hongkong and Shanghai Banking Corp Ltd as the arrangers in respect of a US$2.425 billion secured loan financing to HKT Ltd. The financing was used to purchase CSL New World Mobility Ltd from Telstra Corp and New World Development, a landmark transaction which will result in the creation of the largest mobile telecommunications operator in Hong Kong. The combined market share of the two operators will be roughly 31 percent. HKSE-listed HKT is Hong Kong’s premier telecommunications service provider and is a subsidiary of PCCW Ltd. CSL New World Mobility is the holding company for CSL Ltd, Hong Kong’s first mobile network operator. Banking and corporate partner Jeffrey Kirk led the transaction.

Appleby has also acted as BVI counsel for CNPC Finance (HK) Ltd, a subsidiary of China National Petroleum Corp (CNPC), in respect of the issuance of US$750 million guaranteed senior floating rate notes due 2017 and US$750 million 2.75 percent guaranteed senior notes due 2019. Net proceeds from the issue will be used for the overseas operations of CNPC, China’s largest oil and gas producer and supplier, based on production and sales volume. Corporate partner Judy Lee led the transaction whilst Shearman & Sterling advised as to US and Hong Kong laws and Ju He Law Offices advised as to PRC law. Davis Polk, led by partners Eugene C Gregor and John D Paton, acted as US counsel whilst King & Wood Mallesons acted as PRC counsel for Standard Chartered Bank, Citigroup Global Markets Inc and BOCI Asia Ltd as the joint global coordinators and, with Crédit Agricole Corporate and Investment Bank, Société Générale, ING Bank NV Singapore Branch, The Hongkong and Shanghai Banking Corp Ltd, JP Morgan Securities plc, Deutsche Bank AG Singapore Branch, ICBC International Securities Ltd, CCB International Capital Ltd, Natixis, Morgan Stanley & Co International plc, Mizuho Securities USA Inc, DBS Bank Ltd and Mitsubishi UFJ Securities International plc, as the initial purchasers.

AZB & Partners has advised IMS Health Analytics Private Ltd and IMS Health India Private Ltd in respect of the purchase of the Omega Block at Embassy TechSquare in Bangalore from Embassy Group. Partner Vivek Bajaj led the transaction.

Baker & McKenzie in Tokyo and Esin Attorney Partnership, Baker & McKenzie International’s Turkish member firm, have advised Japan-based Marubeni Corp in respect of the acquisition of a 49 percent stake in Temsa İş Makinaları İmalat Pazarlama ve Satış AŞ, a Turkish distributor of Komatsu construction equipment, from TEMSA GLOBAL Sanayi ve Ticaret AŞ. The deal was signed on 5 March 2014 and closed on 28 April 2014. Temsa İş Makinaları is a subsidiary of the Sabancı Group, one of Turkey’s leading industrial and financial conglomerates. Founded in 1858, Marubeni is one of the largest trading companies in Japan, with a presence in 65 countries. Marubeni currently distributes Komatsu construction equipment in the UK, Philippines, Vietnam, Russia and Mexico. Together with Sabancı Group, Marubeni will leverage its experience and knowledge to further strengthen and expand Temsa İş Makinaları’s construction equipment distribution business. Baker & McKenzie’s Istanbul-based M&A partners Ismail Esin and Aslı Yiğit led the transaction.

Clifford Chance has advised The Hongkong and Shanghai Banking Corp Ltd as underwriter, book-runner and mandated lead arranger in respect of the HK$10 billion (US$1.29b) financing for the acquisition by CLP Power Hong Kong Ltd, a subsidiary of CLP Holdings Ltd, of an additional 30 percent stake in Castle Peak Power Company Ltd and a 51 percent stake in Hong Kong Pumped Storage Development Company Ltd. The financing included a syndicated revolving credit facility made available by HSBC, ANZ, BTMU, Mizuho, Standard Chartered, Barclays, CBA, Citi, Deutsche Bank, National Bank of Abu Dhabi, RBS, Scotiabank and Westpac. CLP Holdings is the holding company for the CLP Group, one of the largest investor-owned power businesses in the Asia Pacific. Through CLP Power, it supplies electricity to 80 percent of Hong Kong’s population. Finance partner Matthew Truman led the transaction.

Clifford Chance has also advised OJSC MMC Norilsk Nickel’s Australian subsidiaries in respect of the sale of their Avalon and Cawse nickel assets in Western Australia to Wingstar Investments Pty Ltd. OJSC MMC Norilsk Nickel group is the world’s largest nickel and palladium producer and one of the largest producers of platinum and copper. The company originated in Russia more than 70 years ago and currently has operations in Russia, Finland, Botswana, South Africa and Australia. Wingstar is an Australian resources-focused investment company with mining and exploration tenements in Western Australia. The assets comprise the Avalon (formerly Bulong) nickel laterite deposit and processing plant, the Cawse open pit mine and processing plant, and associated infrastructure. Avalon and Cawse were put on care and maintenance in 2003 and 2008, respectively. The sale, which is subject to regulatory approvals and satisfaction of other customary closing conditions, is expected to close in the second half of 2014. Partner Justin Harris led the transaction.

Davis Polk has advised Credit Suisse (Hong Kong) Ltd, Morgan Stanley Services Pty Ltd, Merrill Lynch Far East Ltd, The Hongkong and Shanghai Banking Corp Ltd and CCB International Capital Ltd as initial purchasers in respect of the US$418.4 million offering by Inotera Memories Inc of 40 million global depositary shares (GDSs) representing 400 million common shares. The GDSs are listed on the Luxembourg Stock Exchange. Taiwan-based Inotera Memories is a pure foundry manufacturer of memory wafers and is one of the major suppliers of DRAM products on 300mm wafer for Micron Technology Inc and its subsidiaries. Partners James C Lin and John D Paton led the transaction.

Davis Polk has also advised Haitong International Securities Company Ltd, BOCI Asia Ltd and Citigroup Global Markets Ltd as initial purchasers in respect of an US$80 million Regulation S only offering by HKSE-listed Times Property Holdings Ltd (TPHL) of its 12.625 percent senior notes due 2019 to be consolidated and form a single class with the US$225 million 12.625 percent senior notes due 2019 issued by TPHL on 21 March 2014. Headquartered in Guangzhou, TPHL is one of the leading property developers in Guangdong Province focusing on the development of mid-market to high-end residential properties. Partner William F Barron led the transaction whilst King & Wood Mallesons advised as to PRC law. Times Property Holdings Ltd was advised by Sidley Austin as to US and Hong Kong laws, Commerce & Finance Law Offices as to PRC law and Appleby as to Cayman Islands and BVI laws.

DLA Piper has advised state-owned Nam Kwong Group Company Ltd and its wholly-owned subsidiary Nam Kwong Development (HK) Ltd in respect of the acquisition of a 90 percent interest in Sino-French Energy Development Company (SFED) from Sino-French Holdings (Hong Kong) Ltd (SFH) for US$612 million. SFED is a special purpose vehicle, 90 percent of which is held by SFH whilst the remaining 10 percent is held by a company wholly-owned by former casino magnate Stanley Ho. SFH is a joint venture formed by Suez Environement and NWS Holdings Ltd, which holds approximately a 42.2 percent interest in Companhia de Electricidade de Macau, the public utility company which has the sole concession to transmit, distribute and sell high, medium and low voltage power in Macau. Corporate partner in Hong Kong Esther Leung led the transaction.

Gide has advised Kweichow Moutai, China’s leading high-end alcoholic liquor producer, in respect of the establishment of Kweichow Moutai Paris Trading SARL in Paris through the acquisition of premises valued at €8.79 million (US$12m). Partners Fan Jiannian in Shanghai and David Boitout in Paris led the transaction.

Han Kun has advised JP Morgan as the sole sponsor and JP Morgan and Guotai Junan International as joint book-runners in respect of the IPO at the HKSE by Sunfonda Group Holdings Ltd (1771), the second largest luxury and ultra-luxury automobile dealership group in Northwestern China.

Han Kun has also acted as PRC counsel for Cheetah Mobile Inc, the second-largest internet security applications provider in China by monthly active users in March 2014, in respect of its IPO at the NYSE of 12 million American Depositary Shares, each representing ten Class A ordinary shares, for total proceeds of US$168 million. Morgan Stanley, JP Morgan and Credit Suisse, the lead underwriters to the offering, were granted an option to purchase up to an additional 1.8 million ADSs. Skadden, Arps, Slate, Meagher & Flom advised as to of US law and Maples and Calder as to Cayman Islands law. Davis Polk, led by partners James C Lin, Bonnie Y Chan, Li He and John D Paton, advised Morgan Stanley and JP Morgan whilst Jun He Law Offices advised as to PRC law.

Herbert Smith Freehills has advised Maoye International Holdings Ltd in respect of its US$300 million Rule 144A/Reg S issuance of high-yield bonds. The bonds, with a 7.75 percent coupon due 2017, were offered outside the US under Regulation S and in the US to qualified institutional buyers pursuant to Rule 144A. Maoye International operates department stores in a number of Chinese cities and focuses on the medium to high-end segment of the retail market. The company intends to use the net proceeds of the issue primarily to refinance existing debt and the remainder for general corporate purposes. Citigroup Global Markets Inc, CLSA Ltd, Deutsche Bank AG Singapore Branch and Morgan Stanley & Co International Plc were joint lead managers and joint book-runners to the offering. Asia US securities head Kevin Roy, with support from client relationship partner Jason Sung, led the transaction.

Herbert Smith Freehills has also advised Chinese conglomerate Fosun International Ltd in respect of its HK$4.88 billion (US$629.4m) rights issue in Hong Kong. Fosun offered close to 501 million rights shares at the subscription price of HK$9.76 (US$1.26) per share. The offering commenced trading on the HKSE on 23 May 2013. Based in Shanghai, HKSE-listed Fosun and its subsidiaries primarily invest in industrial operations, investment, asset management and insurance. Hong Kong partner Gary Lock led the transaction.

J Sagar Associates has advised Mannoh Industrial Co Ltd (Japan), a technology leader in automatic, AMT, CVT and MT type automobile gear shift lever assemblies, in respect of its joint venture with Lumax Auto Technologies Ltd. Pursuant to the transaction, Lumax holds 55 percent whilst Mannoh holds 45 percent of the paid up share capital of the new joint venture company, Lumax Mannoh Allied Technologies Ltd, which will engage in the design and manufacture of complete gear shift lever systems for manual, automatic, AMT & CVT transmissions in India. Partners Trisheet Chatterjee and Sunil Jain led the transaction whilst Anderson Mori & Tomotsune acted as Japanese counsel. Lumax was represented by Lex Pro.

Khaitan & Co has advised Axis Bank Ltd in respect of the approximately US$168 million financial assistance granted by Axis Bank, Bank of Baroda, Canara Bank, Union Bank of India and PTC India Financial Services Ltd to Raigarh Champa Rail Infrastructure Private Ltd for the development of railway siding and other related infrastructure. Partner Amitabh Sharma led the transaction.

Khaitan & Co has also advised Yes Bank Ltd in respect of the securitisation of a portfolio of priority sector loans aggregating approximately US$78.2 million originated by Mahindra & Mahindra Financial Services Ltd and the investment by Yes Bank Ltd in the pass through certificates issued by the securitisation trust. Associate Partner Kumar Saurabh Singh led the transaction.

Kirkland & Ellis is representing Goldman Sachs (Asia) LLC, Citigroup Global Markets Asia Ltd and HSBC Corporate Finance (Hong Kong) Ltd as joint sponsors in respect of the proposed spin-off and listing by introduction on the Main Board of the HKSE of leading branded apparel, footwear and fashion business Global Brands Group Holding Ltd (GBG). In connection with the listing, there will be a distribution in specie by GBG’s parent, blue-chip Hong Kong Hang Seng index stock company Li & Fung Ltd, of GBG’s shares to all the shareholders of Li & Fung. The deal is one of the first public filings accepted by the HKSE since the new regime of public filings for all HK IPO applications was implemented on 1 April 2014. Hong Kong capital markets partners Dominic Tsun and Li-Chien Wong are leading the transaction.

Kirkland & Ellis has also represented NYSE-listed Qihoo 360 Technology Co Ltd, a leading internet company in China, in respect of its acquisition of a controlling equity interest in MediaV, a leading precision advertising platform for PC and mobile internet in China. Corporate partners David Zhang and Frank Sun and US tax partner Angela Russo led the transaction which was signed and closed on 14 May 2014.

K&L Gates has advised NEC Corp in respect of its approximately US$100 million acquisition of the electric grid storage division of electric battery maker A123 Energy Systems LLC which was acquired by Wanxiang American Corp last year in a 363 bankruptcy sale. In connection with the acquisition in the US, Wanxiang and NEC will enter into a joint venture to develop an electric grid storage business in the PRC, with A123 retaining its automotive battery business. A123 Energy Solutions will be integrated into the NEC Group and operated globally as a key element of the business. A123 Energy Solutions has supplied some of the world’s leading utility companies and independent power producers. Tokyo partner Ryan Dwyer and Charlotte partner John Allison led the transaction.

Latham & Watkins has advised Japan Bank for International Cooperation, the Asian Development Bank and six commercial banks, consisting of The Bank of Tokyo-Mitsubishi UFJ Ltd, ING Bank NV, Mizuho Bank Ltd, National Australia Bank Ltd, Société Générale and Sumitomo Mitsui Banking Corp, in respect of the US$1.17 billion financing of the 330-MW Sarulla geothermal power project in Indonesia. The sponsors of the project are PT Medco Power Indonesia, ITOCHU Corp, Kyushu Electric Power and Ormat Technologies Inc. The project will be the largest geothermal power project in the country to date. Partners Joseph Bevash, Clarinda Tjia-Dharmadi and Andrew Roche led the transaction.

Maples has acted as Cayman counsel to NYSE-listed TAL Education Group , a Cayman Islands company which is a leading K-12 after-school tutoring services provider in China, in respect of its offering of US$230 million convertible senior notes due 2019. The notes will be convertible into TAL’s American Depositary Shares (ADSs) at the option of the holders, prior to their maturity date. Majority of the net proceeds from the offering will be used for strategic investments and general corporate purposes whilst less than 10 percent will be used to pay the cost of certain capped call transactions which TAL has entered into with one or more of the initial purchasers or their affiliates, with a view to reducing the potential dilution to TAL’s common shares and ADSs upon conversion of the notes, in the event that the market price of the ADSs is greater than the strike price of the capped call transactions. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. The initial purchasers, Goldman Sachs (Asia) LLC and Morgan Stanley & Co International plc, were represented by Shearman & Sterling and Latham & Watkins.

Minter Ellison is advising iSentia Group Ltd in respect of its IPO of ordinary shares and listing on the ASX. Shares representing approximately 70 percent of iSentia’s capital are being offered at A$2.04 (US$1.88) per share, implying an enterprise value of close to A$460 million (US$424.5m). On completion of the IPO, the business’ current majority owners, funds managed by Quadrant Private Equity, will hold 25 percent of iSentia’s issued share capital. Shares in iSentia are scheduled to begin trading on the ASX on 5 June 2014 on a deferred settlement basis. Partners Callen O’Brien, Daniel Scotti and Riccardo (Ricky) Casali led the transaction. Gilbert & Tobin advised Macquarie Capital (Australia) Pty Ltd and UBS AG Australia Branch as the joint lead managers.

Morrison & Foerster is representing China CNR Corp Ltd in respect of its US$1.2 billion H-share IPO which listed on 22 May 2014 on the HKSE, making it Hong Kong’s second largest IPO this year. Also listed on the Shanghai Stock Exchange, the state-owned train maker is the world’s largest rolling stock manufacturer. The company will become an “A+H” company after the completion of the H-share IPO. Hong Kong partner Charles Chau, assisted by managing partner Ven Tan and partners Gregory Wang, Nicholas Spiliotes and Christoph Wagner, led the transaction whilst Jingtian & Gongcheng advised on PRC law and Allens advised on Australian sanctions law. Clifford Chance advised the underwriters on Hong Kong and US laws whilst Commerce & Finance Law Offices advised on PRC law.

Rajah & Tann has advised SGX-ST Mainboard-listed Gallant Venture Ltd in respect of its second issue of notes under its US$500 million euro medium term note programme. The S$150 million (US$119.7m) 5.9 percent notes due 2017 were issued on 12 May 2014. Gallant Venture is an investment holding company headquartered in Singapore with businesses in Singapore, Indonesia and the PRC. The group has operations in automotive, utilities, industrial parks, resort operations and property development. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction. CIMB Bank Berhad and Standard Chartered Bank, the joint lead managers, were advised by Linklaters Singapore as to English law.

Shook Lin & Bok has acted for Yanlord Land Group Ltd in respect of its listing and quotation of S$400 million (US$319.2m) 6.20 percent fixed rate senior notes due 2017 on the SGX-ST. DBS Bank Ltd, The Hongkong and Shanghai Banking Corp Ltd and Standard Chartered Bank are the joint book-runners and joint lead managers for the notes offering. Partners Gwendolyn Gn and Marilyn See led the transaction.

Sidley Austin has advised Sunac China Holdings Ltd in respect of its acquisition of an approximately 24 percent stake in Greentown China Holdings Ltd. Partners Constance Choy and Janney Chong led the transaction.

Simpson Thacher’s Hong Kong office has represented the underwriters, led by Goldman Sachs (Asia) LLC, Credit Suisse Securities (USA) LLC, JP Morgan Securities LLC and China Renaissance Securities (Hong Kong) Ltd, in respect of the IPO and listing on the NYSE of American depositary shares (ADSs) of Jumei International Holding Ltd, China’s leading online retailer of beauty products. The offering of 11.14 million ADSs, representing 11.14 million ordinary shares, raised US$245.1 million. The Hong Kong office of the firm also represented a placement agent in connection with a private placement transaction which closed simultaneously with the IPO. Under the concurrent private placement, General Atlantic Singapore Fund Pte Ltd purchased approximately 6.8 million Class A ordinary shares from Jumei at the per-share price of the IPO for a total consideration of US$150 million. Corporate partner Leiming Chen led the transaction which closed on 21 May 2014. Maples and Calder, led by partner Greg Knowles, acted as Cayman Islands counsel whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel to Jumei International Holding.

SSEK has advised GlaxoSmithKline (GSK) in respect of a three-part deal that sees the pharmaceutical company take full control of its Indonesian consumer healthcare business whilst divesting a non-core brand and a manufacturing facility in the country. GSK Consumer Healthcare paid IDR465 billion (US$40.16m) to Sarasvati Venture Capital for the 30 percent of the Indonesian consumer healthcare business it did not previously own. GSK also divested its Insto™ eye drops brand to Pharma Healthcare and agreed to divest its manufacturing site at Bogor to PT Pharma Healthcare for a combined total of IDR133 billion (US$11.49m). Founding partner Ira A Eddymurthy led the transaction.

Trilegal has advised Myriad Opportunities Master Fund Ltd in respect of its approximately INR1.33 billion (US$22.76m) investment into Jasper Infotech Private Ltd (Snapdeal). Myriad was one of seven investing entities in the present round of investment which closed on 13 May 2014 with aggregate investments of approximately INR6.2 billion (US$106m). Partner Sridhar Gorthi led the transaction. IndusLaw acted as Indian counsel for Jasper Infotech.

Wong Beh & Toh has advised 7-Eleven Malaysia Holdings Berhad in respect of its IPO of up to 530.3 million ordinary shares in conjunction with the listing of and quotation for its entire enlarged issued and paid-up share capital comprising approximately 1.23 billion ordinary shares on the Main Market of Bursa Malaysia Securities Berhad. The deal, which will raise gross proceeds of approximately RM732 million (US$228m), is Malaysia’s largest IPO thus far in 2014 and the biggest retail sector IPO on Bursa Malaysia to date. Partners Wong Tat Chung and Cynthia Toh led the transaction.

WongPartnership has acted as Singapore counsel for Seletar Fund Investments Pte Ltd, a subsidiary of Temasek Holdings (Private) Ltd, in respect of its investment of US$500 million as a seed investor in a hedge fund of a funds platform set up by Dymon Asia Capital (Singapore) Pte Ltd. Partners Low Kah Keong, Charlotte Sin, Alvin Chia, Hui Choon Yuen and Khoo Yuh Huey led the transaction.

WongPartnership has also acted for Oakwood Worldwide in respect of the sale of a 49 percent stake in Oakwood Worldwide’s service apartment business in Asia, and their subsequent joint venture arrangement with the Mapletree group with an option at a later stage for the Mapletree group to acquire additional interest in the Oakwood group. Partners Ong Sin Wei, Elaine Chan and Lam Chung Nian led the transaction.