Deals – 3 October 2013

Allen & Gledhill has advised Housing and Development Board in respect of the issue, in 2013 so far, of four series of fixed rate notes totalling S$3.22 billion (US$2.56b) under its S$22 billion (US$17.543b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised Oversea-Chinese Banking Corporation Ltd (OCBC) as arranger, Hongkong and Shanghai Banking Corporation Ltd (HSBC) Singapore Branch as issuing and paying agent, and HSBC Institutional Trust Services (Singapore) Ltd as trustee for holders of the notes, in respect of the establishment of a S$300 million (US$239m) multicurrency medium term note programme by Global Premium Hotels Ltd. Partners Margaret Chin, Sunit Chhabra and Magdalene Leong led the transaction.

Allens has advised Australian company Billabong International Ltd in respect of a recapitalisation proposal with a consortium led by US private investment firms Oaktree and Centerbridge. Under the terms of the deal, Billabong has entered into agreements with entities affiliated with Oaktree and Centerbridge which include a US$360 million six-year senior secured term loan, a A$135 million (US$126.38m) equity placement and, following the placement, a A$50 million (US$46.8m) non-underwritten, renounceable rights issue. The deal will allow Billabong to repay in full its existing US$294 million bridge loan facility. The transaction will continue with funding of the term loan expected in the coming weeks whilst the shareholder vote will occur in November. Partners Alan Maxton, Guy Alexander and Vijay Cugati led the transaction.

Allens has also advised iron ore producer Western Desert Resources Ltd in respect of an equity raising of up to A$45 million (US$42.27m). Western Desert Resources is a diversified resources business with a portfolio of quality mineral exploration assets, including its flagship Roper Bar iron ore project. The equity raising combines an institutional placement that will raise A$30 million (US$28.17m), and a share purchase plan that will raise up to A$15 million (US$14m). The institutional placement is subject to shareholder approval which will be sought at the company’s AGM in November 2013. Partner Robert Pick led the transaction.

Amarchand & Mangaldas has acted for Godrej Properties Ltd (GPL) as the issuer and Kotak Mahindra Capital Company Ltd as the lead manager in respect of GPL’s issue of approximately 21.54 million equity shares for approximately INR7 billion (US$113m). The issue was the first and one of the biggest rights issue by a listed real estate company in recent times. This was the third capital market fund raising exercise by GPL is the last four years. The offer letter was dated 13 August 2013 whilst the date of allotment was 19 September 2013. Partners Yash J Ashar and Gaurav Gupte led the transaction.

Appleby has acted as Cayman counsel for Finsoft Corporation in respect of its listing on the Growth Enterprise Market of the HKSE on 26 September 2013. Finsoft will use the majority of the net proceeds from the offering for a possible acquisition of an IT company and enhancing product development. The remainder will be utilised for the expansion of its customer base and as working capital of the Finsoft Group, which is principally engaged in the development, sale and lease of financial trading software solutions. The lead manager was Astrum Capital Management Ltd, assisted by co-lead managers Ample Orient Capital Ltd and Taiping Securities (HK) Co Ltd. Partner Judy Lee led the transaction whilst Loong & Yeung Solicitors advised as to Hong Kong law. Fairbairn Catley Low & Kong advised the sponsor, Ample Capital Ltd, and three underwriters as to Hong Kong law.

AZB & Partners has advised ICICI Venture Funds Management Company Ltd (ICICI Venture) and India Advantage Fund-S3 I (IAF), a fund managed by ICICI Venture, in respect of IAF’s acquisition of Adlabs Entertainment Ltd’s (AEL) compulsorily convertible debentures to be converted into equity share capital of AEL. The deal was valued at approximately US$22.15 million. Partner Darshika Kothari led the transaction which was signed on 30 August 2013 and was completed on 6 September 2013.

AZB & Partners has also advised in respect of the tie-up between DT Marks Worli LLC with Jawala Real Estate Private Ltd, part of the Mumbai-based developer Lodha group, to build the 800-ft, 77-storey Trump Tower Mumbai. DT Marks Worli is an SPV of the Trump Organisation which is owned by US-based real estate tycoon and celebrity Donald Trump who is known for his high-rises in Manhattan. Trump Tower Mumbai will be located inside Lodha’s newly announced 17.5-acre The Park project in Worli. Construction is expected to be completed by 2018. Jawala Real Estate will use the Trump brand name under a sub-licence from DT Marks Worli.

Baker & McKenzie is advising THL A21 Ltd, a wholly-owned subsidiary of Tencent Holdings Ltd, China’s biggest internet group, in respect of its acquisition of a 36.5 percent stake in Sogou Inc, one of the leading search and internet services providers in China. Sogou’s parent, Sohu.com Inc, will remain the controlling shareholder whilst Sogou will continue to be an independent subsidiary. Martin Lau, president, and Mark Ren, chief operating officer of Tencent, will join Sogou’s Board of Directors. As part of the transaction, Tencent has merged its Soso search related businesses and certain other assets with Sogou. Tencent and Sogou have also agreed to jointly develop, cross-promote and integrate their respective products and services, while collaborating in areas of search technology, user insights and data sharing. Partner Howard Wu is piloting the transaction.

Baker & McKenzie has also acted as Hong Kong counsel for BOCI Asia Ltd, as the sole sponsor and underwriter, in respect of the HK$607 million (US$78.28m) global offering of International Housewares Retail Company Ltd (IHRCL), a housewares retail chain with operations in Hong Kong, Singapore, West Malaysia, the PRC and Macau. The shares commenced trading on the HKSE on 25 September 2013. IHRCL has a retail network of 293 stores operated under the Japan Home Centre, City Life, Epo Gifts & Stationery, Japan Home and Living Plus brands. Net proceeds from the will be used by IHRCL to fund 200 new store openings, renovate existing stores, improve logistics and warehousing, upgrade information technology systems and for working capital and other general corporate purposes. Partner Elsa Chan, supported by partners Brian Spires and Edwin Li, led the transaction.

Clifford Chance has advised Haitong International Holdings, a wholly-owned subsidiary of Haitong Securities Co Ltd, in respect of its proposed acquisition of the China leasing business held by UT Capital Group Co Ltd for US$715 million from private equity firm TPG Capital. The acquisition will allow Haitong to penetrate the fast-growing financial leasing business in China and broaden its financial products and service portfolio. By leveraging on and further developing the business of UT Capital in the finance leasing sector, Haitong will be able to provide an integrated financial service platform to its client base. Partner Cherry Chan led the transaction.

Davis Polk has advised the initial purchasers, composed of Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd, Goldman Sachs (Asia) LLC, BOCI Asia Ltd, Industrial and Commercial Bank of China (Asia) Ltd, Standard Chartered Bank and UBS AG Hong Kong Branch, in respect of a US$300 million Regulation S offering by Greentown China Holdings Ltd of its 8 percent senior notes due 2019. Greentown China Holdings Ltd is a leading property developer in China with a nationwide footprint and market leadership in Zhejiang province. Partner William F Barron led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Greentown China Holdings Ltd was advised by White & Case as to US and Hong Kong law, T&C Law Firm as to PRC law, and Maples and Calder as to Cayman Islands and British Virgin Islands law.

Desai & Diwanji has acted as Indian counsel to Axis Bank Limited, Singapore Branch in respect of its US$ 44.5 million secured loan and revolving credit facility to Global Offshore Services B.V. a company incorporated in the Netherlands. Global Offshore Services B.V is a subsidiary of Global Offshore Services Ltd., a company incorporated in India and listed on the BSE, which is primarily engaged in the operation and the chartering of vessels to oil exploration and production companies having deployed its vessels in India, Brazil and West Africa. The proceeds of the loan will be applied towards financing the acquisition of a multi-purpose supply vessel which will be used by Global Offshore Services B.V. to support offshore and underwater construction projects. Partner Vishwang Desai led the transaction with assistance from associate Ayesha Rai whilst Norton Rose Fulbright (Asia) LLP advised as to English law.

Desai & Diwanji has also acted as Indian counsel to DVB Group Merchant Bank (Asia) Ltd in respect of its US$ 30 million senior secured loan facility to Global Offshore Services B.V. The proceeds of the loan are for refinancing the acquisition of a platform supply vessel used by Global Offshore Services B.V. to support offshore and underwater construction projects. Partner Vishwang Desai spearheaded the transaction with assistance from associate Ayesha Rai whilst Watson, Farley & Williams Asia Practice LLP advised as to English law.

DLA Piper has advised a syndicate of banks, consisting of ABN AMRO Bank NV, Natixis and Societe Generale, in respect of a US$195 million prepayment facility for Xinjiang Zhaokun Trading Co Ltd (Zhaokun), an aluminium producer in the Kashgar province of the People’s Republic of China, to finance the purchase and production of aluminium, and to refinance an existing prepayment facility provided by Zhaokun’s existing offtaker, Gerald Metals SA. The three-year senior secured loan marks the company’s offshore syndicated loan debut and has US$125 million in commitments ahead of the syndication of an accordion tranche of up to US$70 million. The facility benefits from a complex security package containing typical commodity finance structures interlinked with onshore asset security. The facility also benefits from unsecured offshore corporate guarantees from members of Zhaokun’s group. Certain members of the offtaker group are also participating as lenders in the facility and are providing a performance guarantee as well as a third party limited recourse guarantee. The deal was completed on 31 July 2013 whilst the syndication was launched in September. Partner Jolyon Ellwood-Russell led the transaction whilst partner Zhang Xin of Global Law Office in Beijing advised on the PRC aspects of the transaction.

Gide Loyrette Nouel‘s Hong Kong office has advised Accor, the leading international hotel operator in the Asia-Pacific, in respect of the management agreement for its Novotel Yangon Max development in Myanmar. Due for completion in Q4 2013, this newly built international standard hotel will have more than 350 rooms and will include a number of beverage outlets and meeting facilities. This hotel is the first in a series of new developments for Accor since the group’s return to Myanmar. Partner Gilles Cardonnel led the transaction.

Herbert Smith Freehills has represented BOCI Asia Ltd and ICBC International Capital Ltd, as joint global coordinators and joint book-runners, in respect of the US$64.9 million IPO and Regulation S global offering of CT Environmental Group Ltd (CTEG). The shares commenced trading on the HKSE on 25 September 2013. CTEG, headquartered in Zengcheng city, Guangdong province in China, is a provider of one-stop centralised and customised wastewater treatment and industrial water supply services in China. Partner Gary Lock, supported by partner Kevin Roy, led the transaction. Sidley Austin advised the issuer.

Hogan Lovells has advised Barwa Bank in respect of a US$125 million facility made available to UAE-based Topaz Energy and Marine, a leading offshore support vessel company that provides marine solutions to the global energy industry, with a primary focus on the Middle East and the Caspian Sea. The Islamic financing facility will be used to finance 12 of Topaz’s vessels operating in the Arabian Gulf and the Caspian Sea. Comprising two separate structures, the facility involves a US$110 million Ijara-based financing scheme for 10 existing vessels and a US$15 million Istisna-based deal for the purchase of two new vessels under construction. Partner Rustum Shah, assisted by partner Simon Gwynne, led the transaction. Topaz Energy and Marine was advised by Reed Smith.

IndusLaw has advised responsAbility Ventures I – Kommanditgesellschaft fur kollektive Kapitalanlagen in respect of Zurich-headquartered social investor responsAbility’s acquisition of a minority stake in Mumbai-based biomass aggregator Punjab Renewable Energy Systems (PRES). The investment will go towards driving PRES’ expansion into new locations in India and abroad. responsAbility will also get a board seat as part of the investment. Incorporated in 2011, PRES is into fuel aggregation and supply focused on agriculture residue. responsAbility, an independent asset manager, specialises in development-related sectors of emerging economies.

J Sagar Associates has advised the promoters of Hexaware Technologies Ltd led by Atul Nishar in a consolidated stake sale of 41.47 percent of Hexaware by the promoters and GA Global Investments Ltd, which is part of the General Atlantic Group, to entities of Baring Private Equity Asia Ltd. Pursuant to this, Baring has made an open offer under the provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to acquire 26 percent of Hexaware’s shareholding from public shareholders. The total deal size, assuming full acceptance of the open offer, would amount to approximately INR2,744.85 crores (US$443.7m). Partners Somasekhar Sundaresan and Manisha Kumar led the transaction. Baring was represented by Khaitan & Co whilst Hexaware and General Atlantic were represented by AZB Partners.

Norton Rose Fulbright has advised The Siam Commercial Bank Public Company Ltd in respect of its financing of 10 solar PV projects with an aggregate capacity of 72MW. The 10 projects consist of seven 8MW solar power projects, two 6MW solar power projects, and one 4MW solar power project. The projects are owned by Soleq Pte Ltd and Soleq Solar (Thailand) Co Ltd, which are the investment vehicles of Equis Fund Group, one of the largest energy and infrastructure investors in Asia. Partner Somboon Kitiyansub led the transaction.

Paul Hastings has represented Shuanghui International Holdings Ltd, the owner of China’s largest publicly-traded meat processing enterprise, in respect of the completion of its US$7.1 billion acquisition of Smithfield Foods Inc. Smithfield’s shareholders approved the merger on 24 September 2013 and the transaction closed on 26 September 2013. Announced in May 2013, this was arguably one of the most challenging and closely watched deals of the year, not only because of its size and breadth, but also due to several complex regulatory components which include a unique alternative debt financing structure, a “qualified pre-existing bidder provision” and the deal’s review by the Committee on Foreign Investment in the United States. Partner Raymond Li led the transaction, with support from partners Carl Sanchez, Michael Chernick, Scott Flicker and Vivian Lam.

Paul, Weiss, Rifkind, Wharton & Garrison has advised KKR in respect of the formation of a joint venture with CDH and Modern Dairy to deliver premium raw milk to Chinese consumers. Under the terms of the agreement, KKR, CDH and Modern Dairy will invest US$140 million over the next 18 months to build two new large-scale dairy farms in China. KKR, CDH and Modern Dairy will hold 61.5 percent, 20.5 percent and 18 percent stakes, respectively. The new joint venture farms will buy Modern Dairy’s excess cows generated through natural herd growth. There is also an arrangement for Modern Dairy to buy back the JV farms in three years, which will boost its long term growth. The transaction is subject to customary approvals and is expected to close in the fourth quarter. KKR will be making the new investment through its China Growth Fund. Partner Jack Lange lspearheaded the transaction.

Paul, Weiss, Rifkind, Wharton & Garrison has also advised Microsoft Corporation in respect of a joint venture with Chinese company BesTV New Media Co, a subsidiary of Shanghai Media Group. Up to US$237 million will be invested in the JV, which will engage in the development and distribution of software and related products for home gaming entertainment in China. The JV, which was announced on 23 September 2013, will have a registered capital of US$79 million, under which Microsoft will hold a 49 percent stake and BesTV a 51 percent stake. Partner Jeanette Chan drove the transaction.

Rajah & Tann is advising Consciencefood Holding Ltd (CHL) in respect of the S$32.4 million (US$25.9m) cash exit offer by Baltic Group Capital Ltd in connection with CHL’s proposed voluntary delisting from the SGX-ST. The CHL group is principally engaged in the manufacturing and sale of instant noodles, snack noodles and beverages. Headquartered in Indonesia, the group operates under its subsidiary with factories in Medan, Indonesia. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 28 September 2013 and is yet to be completed.

Shook Lin & Bok is advising Canaccord Genuity Singapore Pte Ltd as the financial adviser in respect of the reverse takeover of SGX-listed Europtronic Group Ltd by a Hong Kong gold mining group. Partner Gwendolyn Gn is advising on the transaction which involves a consideration of S$160 million (US$127.45m).

Shook Lin & Bok is also acting as Singapore counsel to SGX-listed premium integrated property developer Hiap Hoe Ltd in respect of its acquisition of 206 Bourke Street, a trophy quality mixed use retail and office asset centrally located in the Central Business District of Melbourne, Australia for A$105 million (US$98.2m). Partner Gwendolyn Gn is also advising on the transaction.

Simpson Thacher has represented the underwriters in respect of the IPO in Hong Kong and Rule 144A/Regulation S offering by HKSE-listed China Huishan Dairy Holdings Company Ltd (Huishan Dairy), reportedly the most vertically integrated dairy company in China. Huishan Dairy offered approximately 3.79 billion ordinary shares which raised approximately HK$10.1 billion (US$1.3 billion) in gross proceeds. Huishan Dairy currently owns the largest upstream resources and the second largest herd of dairy cows in China. Shareholders of Huishan Dairy include its founder, Yang Kai, Chow Tai Fook Nominees, Hero Beteiligungen AG (a leading international consumer foods group based in Switzerland), Investec Bank plc and others. Deutsche Bank, Goldman Sachs, HSBC and UBS acted as joint global coordinators, joint book-runners and joint sponsors whilst CIMB, Investec and Jefferies acted as joint book-runners. Chris Wong, Chris Lin, Marjory Ding, Howie Farn, Yi Gao, Robert Holo and Jodi Sackel advised on the transaction.

Skadden, Arps, Slate, Meagher & Flom is advising JP Morgan, Goldman Sachs, BOCI International, HSBC and ICBC International as underwriters in respect of a US$750 million offering of 7.25 percent senior notes due 2021 by Country Garden Holdings Company Ltd, one of China’s leading integrated property developers. Partners Alec Tracy and Michael Beinus are leading the transaction.

Watson, Farley & Williams, practicing in Hong Kong in association with Lau, Leong & Co, has advised Chinese ICBC Financial Leasing Co Ltd in respect of the long term sale and lease back of 51 offshore supply vessels with the French offshore oil and gas conglomerate Bourbon. The vessels have been sold for US$1.5 billion and the first nine vessels out of the 24 vessels in operation were delivered at the beginning of this month. The transfer of the remaining 15 vessels currently under operation is expected to be completed within two months whilst the transfer of the remaining 27 vessels under construction will be within the next 10 months. The vessels will all be registered in Singapore and a few of them will be dual registered in Europe. Partner Madeline Leong led the transaction.

Weil, Gotshal & Manges is advising TPG Capital and DLJ Merchant Banking Funds in respect of the sale of an 87.5 percent share in the parent company Grohe Group Sàrl to listed Japanese company LIXIL Group Corporation, a global manufacturer of housing and building materials. The deal represents one of the largest LBOs in Europe so far this year. The transaction is subject to clearance by the relevant competition authorities and is expected to close by March 2014. The shareholders TPG Capital and DLJ Merchant Banking Funds conducted a dual track process with a potential public offering of ordinary shares in Grohe Group Sàrl and a listing of the shares on the Frankfurt Stock Exchange being pursued in parallel with a trade sale of the shares in the company to an investor. Partner Gerhard Schmidt, assisted by partners Heiner Druke, Stephan Grauke, Tobias Geerling, Thomas Schmid, Barbara Jagersberger and Jurgen Borst, is leading the transaction.

Weil, Gotshal & Manges has also represented Applied Materials in respect of a definitive agreement with Tokyo Electron to create a global innovator in semiconductor and display manufacturing technology via an all-stock combination which values the new combined company at approximately US$29 billion. This combination, which has been unanimously approved by the Boards of Directors of both companies, brings together complementary leading technologies and products to create an expanded set of capabilities in precision materials engineering and patterning that are strategically important for customers. The closing of the transaction is subject to customary conditions, including approval by Applied Materials’ and Tokyo Electron’s shareholders and review by regulators. The companies expect the transaction to close in mid to second half of 2014. Mori, Hamada & Matsumoto and De Brauw Blackstone Westbroek also advised Applied Materials. Jones Day and Nishimura & Asahi advised Tokyo Electron.

WongPartnership LLP is acting for Credit Suisse (Singapore) Limited as sole book-runner, lead manager and underwriter for the issuance, and as dealer manager for the tender offer, in CapitaLand’s concurrent issuance of new S$800 million (US$636.79 million) convertible bonds due 2023 and tender offer for three of its outstanding convertible bonds. The proceeds of the issuance will be mainly used to finance the tender offer. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction.

WongPartnership LLP acted for the syndicate of lenders in the US$312 million syndicated equipment financing led by DBS Bank Ltd granted to Micron Semiconductor Asia Capital Pte. Ltd. Partner Christy Lim spearheaded the transaction.