Deals – 29 October 2009

Allen & Overy has acted for Standard Chartered Bank Limited and DBS Bank Ltd, as the mandated coordinating arrangers, in connection with the HK$3.1 billion (approx US$399.9m) transferable term loan and revolving credit facility for the Fortune Real Estate Investment Trust (Fortune REIT). Used to partially finance the acquisition of 3 retail properties in Hong Kong, the multi-tranche term loan facility will be further utilised in 2010 to refinance the existing debt of the Fortune REIT. The credit facility will finance the general corporate purposes of the trust. Hong Kong-based partners Vicki Liu and Simon Reid-Kay led the firm’s team.

AZB & Partners has advised National Aviation Company of India Limited (NACIL) in relation to all loan and security documentation and relevant procedures in respect of the airline having recently taken delivery of nine aircraft from The Boeing Company (comprising seven B-777-200LR and B-777-300ER aircraft, and two B-737-800 aircraft) within a span of 4 months. Financing for the transaction, which was valued at approximately US$905 million, was provided by Standard Chartered Bank (SCB). Zia Mody and Petrushka Deas advised the airline on behalf of AZB, whilst Amarchand Mangaldas Suresh A. Shroff & Company represented SCB.

AZB & Partners has also advised Tata Motors Limited (Tata) with respect to its offering of foreign currency convertible bonds for a total amount of US$375 million, and of global depositary receipts for a total amount of approximately US$375 million. Partner Vishnu Jerome led the firm’s advisory team, whilst Sullivan & Cromwell LLP acted as international counsel to Tata. Amarchand & Mangaldas & Suresh A Shroff and Milbank, Tweed, Hadley & McCloy LLP acted as domestic and international legal counsel respectively to the lead managers: Citigroup Global Markets Limited, JP Morgan Securities Limited and Credit Suisse (Singapore) Limited.

Clayton Utz has advised Credit Suisse Australia Ltd as the underwriter and sole lead manager on the recent capital raising by Gunns Limited. The raising, valued at A$145 million (approx US$131.1m), involved a 1-for-4 accelerated non-renounceable pro-rata entitlement offer of ordinary shares in Gunns Limited to finance the acquisition of ITC Hardwood for an enterprise value of $100 million. Additional proceeds raised will be used to reduce debt or provide capacity to fund other potential acquisitions in the plantation sector. Equity capital markets partner Brendan Groves led the transaction.

Deacons in Australia has advised Macquarie Bank in connection with its recent acquisition of a portfolio of auto loans and leases from leading automotive financier Ford Credit Australia (FCA), the Australian lending arm of US auto giant Ford Motor Credit Company (FMCC). Minter Ellison advised FCA on instruction from the FMCC. Valued at A$1 billion (approx US$911.4m), the portfolio comprises loans and leases for approximately 60,000 cars. Management of the portfolio will be progressively transitioned to Macquarie Leasing (ML) by January 2010. Macquarie is expanding its car credit operations in Australia after other international conglomerates pulled out of that market, and the deal positions ML as one of the largest providers of car finance in the country. Partners Adrian Ahern and Bill Farrow advised on behalf of Deacons. Melbourne-based partner David Inglis led the Minter Ellison team, which included partner Theo Kindynis.

Freshfields Bruckhaus Deringer has advised OCBC Bank in respect of its recent US$1.46 billion acquisition of ING Asia Private Bank from ING Bank. Led by Hong Kong-based corporate partner Kay Ian Ng, the firm’s team also included partners Jack Wang (Beijing), Melissa Thomas (Shanghai), David Higgins (Dubai) and Elaine Williams (London).

Freshfields Bruckhaus Deringer has also acted for China Strategic Holdings, the 80 percent shareholder of Primus Nan-Shan Holding, in respect of the latter’s acquisition of Taiwan’s Nan Shan Life Insurance Company Ltd (Nan Shan) from AIG. The purchase, which was announced on 13th October 2009, was completed for a consideration of approximately US$2.15 billion and marks the largest divestment by AIG since its rescue last year. The acquisition of Nan Shan, Taiwan’s third largest life assurer, is subject to local regulatory approval. The firm’s advisory team was led by Robert Ashworth, head of corporate for Asia, who was assisted by Beijing-based partner Chris Wong.

Gide Loyrette Nouel has advised Taiyuan Iron & Steel (Group) Co Ltd (TISCO), China’s largest stainless steel producer, on an investment in three Turkish mining companies worth approximately US$300 million. Lawyers from the firm’s Beijing and Istanbul offices worked on the deal which is the first of its size involving a State-owned Chinese company in the mining sector in Turkey. The acquisitions, which include 15 chrome mining licences, are expected to contribute to TISCO’s stainless steel production. The firm’s Beijing team was led by partners Guillaume Rougier-Brierre and Yan Lan.

Kim & Chang has advised H&Q Private Equity Fund II (H&Q) on its acquisition, through its wholly-owned special purpose company, of 100 percent of the shares of Esquire Co Ltd (Esquire), one of the leading Korean companies in the manufacturing and sales of footwear. The acquisition was closed on 31st August 2009 for a total value of KRW 40 billion (approx US$33.5m). The firm also advised on H&Q’s acquisition financing and Esquire’s refinancing of existing debts, which were completed in early October. C.H. Ko and K.Y. Lee were key advisory partners.

Latham & Watkins has represented Credit Suisse, DBS Bank Ltd and UBS AG as joint bookrunners in connection with the US$800 million offering of 7.625 percent Guaranteed Senior Notes due 2019 by PT Adaro Indonesia, a wholly-owned subsidiary of PT Adaro Energy Tbk. The firm’s team included Hong Kong-based partners John Otoshi and Eugene Lee.

Latham & Watkins also represented the mandated lead arrangers – DBS Bank Ltd, Oversea-Chinese Banking Corporation Limited, Sumitomo Mitsui Banking Corporation, BNP Paribas, The Bank of Tokyo-Mitsubishi UFJ Ltd (Singapore Branch), United Overseas Bank Limited, Chinatrust Commercial Bank Co Ltd (Singapore Branch), PT ANZ Panin Bank, PT Bank Mandiri (Persero) Tbk (Singapore Branch), Standard Chartered Bank and The Hongkong and Shanghai Banking Corporation Limited – in connection with a US$500 million bank facility provided to PT Adaro Indonesia. Singapore-based partners Clarinda Tjia-Dharmadi and David Miles (also of Hong Kong) led the firm’s advisory team.

Mallesons Stephen Jaques has acted for Brookfield Multiplex in connection with the company’s launch of its second secured retail bond issue this year: the Brookfield Secured Bonds Series B (BSB-sB). Launched to raise A$65 million (approx US$59.2m), the BSB-sB are limited recourse debentures which attract a fixed rate of interest and are secured by a first-ranking mortgage on a property in the Melbourne CBD. Partners David Eliakim and Ian Edmonds-Wilson led the firm’s advisory team. According to Eliakim, who views the launch of BSB-sB as an indication of the strength of the retail bond market in Australia, “The Federal Treasury and ASIC have announced they are considering measures to help expand the corporate bond market which will give more impetus for activity in this area.”

Mallesons Stephen Jaques has also acted for RBS Equity Capital Markets (Australia) Limited (RBS) as the underwriter on the recent capital raising by Australian Pharmaceutical Industries to raise A$150 million (approx US$135.7m). The fully underwritten capital raising was conducted via a $112 million 2-for-3 accelerated pro-rata renounceable entitlement offer and a $38m institutional placement, with the entitlement offer raising approximately A$49 million and A$63 million from institutional and retail shareholders respectively. Funds raised will be used to reduce API’s net debt, allow for investment in its Priceline model and provide flexibility for funding other growth opportunities. Shannon Finch was the lead partner on the transaction.

In addition, Mallesons Stephen Jaques has acted for IAG Finance (New Zealand) on a proposed restructure of its A$550 million (approx US$497.7m) Reset Exchangeable Securities (RES). If approved by RES holders, the proposed amendments would see the RES change from a contingent capital structure into an on-balance sheet instrument, allowing it to qualify as innovative Tier 1 regulatory capital under Australian Prudential Regulation Authority rules. Partners Ian Paterson (Banking & Finance) and Shannon Finch (M&A) led the advisory team, with both having also advised on the initial design of the RES five years ago.

Finally, Mallesons Stephen Jaques has acted for Nestlé in connection with the sale of its Australian Lean Cuisine and Papa Giuseppi’s Australian frozen meals business, announced this week, to Simplot. Lean Cuisine is one of Nestlé’s key global brands whilst Simplot, which has sales per annum in excess of A$7.5 billion (approx US$6.7b), has grown to become one of the biggest consumer food businesses in Australia. Partners Katrina Rathie (IP), Sharon Henrick (Competition) and Michael Barker (M&A) led the firm’s advisory team.

O’Melveny & Myers LLP has represented Piper Jaffray & Co, as sole book-running manager, and Susquehanna Financial Group LLLP, as co-manager, in relation to the US$60 million underwritten registered direct public offering of Zhongpin Inc, a meat and food processing company with more than 3,000 retail outlets in China. Zhongpin Inc, which specialises primarily in pork products, offered 4.6 million shares of its common stock at US$13.25 per share in the offering, including full exercise by the underwriters of their greenshoe option. Shanghai partner Kurt Berney and Beijing partner David Roberts led the firm’s advisory team, working in conjunction with US-based partners who provides advice on FINRA-related matters and unusual securities law issues.

Paul, Hastings, Janofsky & Walker has advised International Far Eastern Leasing Company Limited (Far Eastern), a leader in the finance leasing industry in China and a subsidiary of Sinochem Corporation, in respect of a US$160 million investment in the company from a consortium of 3 strategic investors. The consortium comprised an affiliate of Kohlberg, Kravis and Roberts LP, an investment vehicle established by GIC Special Investments Pte Ltd, and an affiliate of China International Capital Corporation Limited. Far Eastern will continue to be majority-held by its controlling shareholder, Sinochem Group. The firm’s team was led by corporate partners Vivian Lam and Raymond Li.

Robert Wang & Woo LLC has acted for Suntec City Development Pte Ltd in the disposal of the iconic Suntec Singapore International Convention & Exhibition Centre (SSICEC) to Harmony Convention Holding Pte Ltd, for a cash sum of S$235 million (approx US$168m). A leading convention and exhibition centre regionally, SSICEC will host the 2009 APEC Summit. The sale was completed at the end of September 2009. The firm’s managing director Woo Tchi Chu led the firm’s advisory team which included directors Audrey Teo and Raymond Tan.

Skadden, Arps, Slate, Meagher & Flom has advised China Real Estate Information Corporation (CREIC), a leading provider of real estate information, consulting and online services in China, in relation to its initial public offering and listing on the NASDAQ Global Market. Maples and Calder acted as Cayman Islands legal adviser to the company, which is a subsidiary of E-House China Holdings Limited (E-House). The IPO, which raised approximately US$248 million, was executed concurrently with CREIC’s merger with the online real estate business of SINA Corporation, a leading online media company and mobile value-added service provider in China. E-House will remain the parent company and controlling shareholder of CREIC. Partner Greg Knowles led the Maples & Calder team, whilst Hong Kong-based partner Julie Gao led the team from Skadden in respect of the IPO. She also worked alongside partner Jonathan Stone to lead firm’s team advising on the merger, in conjunction with New York-based partner Rita Rodin Johnston.

Stamford Law Corporation has represented PT Alam Tri Abadi, the wholly-owned subsidiary of PT Adaro Energy Tbk (Adaro), in respect of its acquisition of a 20.8 percent equity interest in Orchard Maritime Logistics Pte Ltd (OML), a Singapore-based barging and ship-loading company. Adaro, a coal mining company in Indonesia, had previously acquired a 74.16 percent equity interest in OML in May 2009. The recent acquisition, valued at US$18 million, brings its interest in OML to 94.96 percent and allows Adaro to own a part of each of the critical pieces of its coal supply chain which will reduce costs, lower risks, increase flexibility of production, increase control of transportation, and improve reliability. Director Yap Wai Ming led the transaction.

Stamford Law Corporation has also acted for Ezra Holdings Limited, an SGX-listed integrated offshore support solutions provider for the oil and gas industry, in relation to its US$100 million convertible bond issue. The issue was five times oversubscribed by financial institutions and strategic investors across Europe, Asia and the US, resulting in almost US$380 million worth of orders. Amongst other things, the $100 million proceeds from the issuance will be used to fund new business opportunities, strategic investments, joint ventures and the acquisition of vessels. DBS Bank Ltd was the sole bookrunner and manager for the offering, on which director Bernard Lui advised.

Finally, Stamford Law Corporation has acted for China Sonangol Land Pte Ltd (CSL), part of the China Sonangol group, in connection with its S$283 million (US$203m) acquisition of OUE (Angullia) Pte Ltd (OUEA) from Overseas Union Enterprise Limited. As a result of the acquisition, CSL will take over the freehold residential property development at 21 Angullia Park, also known as the Parisian. This property, owned by a wholly-owned subsidiary of OUEA, is situated in a prime residential site in the Orchard Road area in Singapore and is currently being developed into a luxury condominium. Director Yap Wai Ming led the transaction.

WongPartnership LLP has acted for Lion Asiapac Limited in connection with the proposed cash offer made by its joint venture company, Lion-Asia Resources Pte Ltd, to acquire the shares of Polaris Metals NL (PM), and the options of PM that have an exercise price of less than A$0.70. The offer involves consideration of A$0.70 per Polaris Share, and a cash amount equivalent to the difference between A$0.70 and the exercise price of such Polaris Option per Polaris Option respectively under Chapter 6 of the Corporations Act of Australia. Partner Chan Sing Yee led the transaction.

WongPartnership LLP has also acted for Sincere Holdings Limited in relation to its voluntary conditional cash offer to acquire all the issued shares in Sincere Watch Limited (which were pledged to a syndicate of lenders, ABN AMRO, ING Bank and BNP Paribas), one of Singapore’s largest watch retailers. Partners Andrew Ang and Chan Sing Yee advised. Lovells acted for the syndicate of lenders in the transaction. The Lovells advisory team included Neil McDonald, Charles Butcher and Rachel Lao.