Allen & Gledhill has advised Oversea-Chinese Banking Corporation on the issue of €500 million (US$530m) 0.25 percent covered bonds due 2022, under its US$10 billion global covered bond programme. Partners Magdalene Leong, Hoo Sheau Farn, Andrew Chan, Evan Lam and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Sri Rejeki Isman, through its wholly-owned Singapore-incorporated subsidiary Golden Legacy, on the issue of US$150 million 6.875 percent senior notes due 2024. A portion of the proceeds will be used to redeem Golden Legacy’s existing nine percent senior notes due 2019. Partner Glenn Foo led the transaction.
AZB & Partners has advised Indusind Bank on a term loan facility extended to Spandana Sphoorty Financial. Partner Anand Shah led the transaction, which was valued at Rs5 billion (US$77.3m) and was completed on March 28, 2017.
AZB & Partners has also acted as Indian counsel to Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden and Sarva Capital on the IPO of MAS Financial Services. Partner Madhurima Mukherjee led the transaction, which was valued at Rs5.5 billion (US$85m) and was announced on March 28, 2017.
Baker McKenzie has advised UPC Renewables and AC Energy Holdings on the development and financing of the 75 MW Sidrap wind farm project in South Sulawesi, Indonesia. The US$150 million project is Indonesia’s first utility-scale wind farm project to achieve financial close. It is being funded through equity provided by UPC Renewables and AC Energy Holdings, and project financing provided by the Overseas Private Investment Corporation (the US government’s development finance institution) and Bank Sumitomo Mitsui Indonesia (the Indonesian subsidiary of the Sumitomo Mitsui Banking Corporation of Japan). UPC Renewables is a leading global energy player that develops, finances, constructs, owns and operates a portfolio of wind power generation assets. AC Energy is a wholly-owned, energy-focused holding company of Ayala Corporation. Asia Pacific energy, mining and infrastructure practice head Luke Devine, supported by finance and projects partner Mita Guriton from Indonesian member firm Hadiputranto, Hadinoto & Partners, banking and finance partner Mark Tibberts (New York), finance and projects local principal Erik Begin from Singapore member firm Baker McKenzie Wong & Leow, and partner Barry Cheng (Hong Kong), led the transaction.
Cyril Amarchand Mangaldas has advised Strides Shasun and SSL Pharma Sciences on a composite scheme of arrangement among Strides Shasun, SSL Pharma and SeQuent Scientific for (i) the demerger of Strides Shasun’s commodity active pharmaceutical ingredients business into SSL Pharma on a going concern basis, in consideration for shares to be issued by SSL Pharma to Strides Shasun shareholders; and (ii) the demerger of the human health active pharmaceutical ingredients business of SeQuent into SSL Pharma on a going concern basis, in consideration for shares to be issued by SSL Pharma to SeQuent shareholders. Bangalore partners Nivedita Rao, Arjun Lall and Reuben George Chacko and Mumbai partners Bharat Budholia and Sharad Mathkar led the transaction, which is subject to customary conditions and regulatory approvals.
DLA Piper has advised Gemstone 101, a wholly-owned subsidiary of Valuestone Global Resource Fund I (Valuestone Fund), on its A$22 million (US$16.5m) investment, in the form of convertible notes and options, in CuDeco. The notes are convertible into 44 million ordinary fully paid shares in CuDeco, with 4.4 million additional free options granted to Valuestone Fund. Australia-listed CuDeco is a mining company that specialises in mineral exploration and is currently transitioning to a major producer of mineral concentrates. A private equity fund sponsored by Jiangxi Copper and China Construction Bank International, Valuestone Fund is focused on investment in mining and natural resources companies. Hong Kong partner Gloria Liu, assisted by Perth partners Marc Wilshaw and Scott Gibson, led the transaction, which is subject to standard conditions precedent.
Fangda has represented Swire Beverage, a subsidiary of Hong Kong-listed Swire Pacific, on its (i) acquisition of equity interests in the bottling operations from The Coca-Cola Company; (ii) acquisition through auction of equity interests in the bottling operations from COFCO Coca-Cola Beverages, an ultimate subsidiary of state-owned COFCO; and (iii) disposal of equity interests in certain bottling operations to COFCO. The net amount of the consideration payable by Swire Beverage on such realignment is approximately Rmb4.6 billion (US$667m). Partners Norman Zhong, Helen Fan and Michael Han led the transaction, which closed on March 31, 2017.
Fangda has also represented Dürr on its sale of 85 percent of the shares in the Dürr Ecoclean Group, Dürr’s cleaning and surface processing division, to Chinese engineering and machinery company Shenyang Blue Silver Group for more than €100 million (US$106m). Partners Norman Zhong and Helen Fan led the transaction, which closed on March 31, 2017.
J Sagar Associates has advised Multiples Alternate Asset Management on its acquisition of majority of the shareholding of PeopleStrong. Multiples Private Equity Fund II and Plenty Private Equity Fund I invested in a combination of a secondary sale and primary capital infusion of approximately Rs4 billion (US$4.24m). Prior to this round, PeopleStrong had received institutional funding in various rounds from Lumis Partners and HDFC Holdings. Multiples will now constitute the controlling majority post this transaction. With over 175 customers, PeopleStrong offers SaaS-based HR Technology PeopleStrong Alt, powered by mobile app and artificial intelligence, recruitment process outsourcing, and human capital management. Multiples PE has over US$1 billion under management. Partner Aarthi Sivanandh led the transaction.
J Sagar Associates has also advised CapitalG (previously known as Google Capital), the late-stage growth venture capital fund financed by Alphabet, in a US$15 million Series B funding in Cue Learn (Cuemath). Sequoia Capital, an existing Series A investor, co-invested with CapitalG in this round, which involved a primary infusion as well as a secondary sale by existing investor Unitus Seed Fund. Cuemath is an after-school math excellence programme for children between the KG and Standard 8 levels, and is offered through home-based centres, which are managed and run by trained and certified ‘Cuemath Teachers’. Partner Probir Roy Chowdhury led the transaction.
Khaitan & Co has advised Capital International on the acquisition of a three percent stake in Intas Pharmaceuticals from ChrysCapital. Capital Group Private Markets is a leading US-based private equity firm with substantial holdings in emerging markets. Through six emerging markets private equity funds, they have invested over US$5 billion in more than 80 companies. Intas Pharmaceutical is a leading, vertically integrated global pharmaceutical company, having end-to-end capabilities of formulation development, manufacturing and marketing along with backward integration of active pharmaceutical ingredients. The transaction values Intas Pharmaceutical at approximately US$3.3 billion. Associate partner Vinay Joy led the transaction. J Sagar Associates, led by partners Nitin Potdar and Rinku Ambekar, advised Intas Pharmaceuticals and its promoters.
Khaitan & Co has also advised The Phoenix Mills and Island Star Mall Developers on the investment by Canada Pension Plan Investment Board (CPPIB) in Island Star, a strategic investment platform to develop, own and operate retail-led mixed-use developments across India. CPPIB will initially own 30 percent of the platform and plans to make an aggregate investment of approximately US$247 million to own up to a 49 percent stake in the platform. This is a first-of-its-kind for India’s retail real estate industry. The Phoenix Mills is a pioneer in converting mill land into modern, multi-use integrated property to house retail and entertainment, commercial and residential complexes. A subsidiary of The Phoenix Mills, Island Star Mall Developers is engaged in retail mall, hotel, and residential developments. Partner Siddharth Shah and associate partner Mayank Singh, assisted by partners Anshul Prakash, Sanjeev Kapoor and Sachin Mandlik and associate partners Peshwan Jehangir and Ritu Shaktawat, led the transaction.
Luthra & Luthra has represented Religare Enterprises on a definitive agreement with a consortium of investors led by private equity firm True North for the sale of its entire equity stake for its health insurance subsidiary Religare Health Insurance. The consortium includes domestic investors, such as the Puneet Dalmia Group and Faering Capital. The deal, which is subject to regulatory approvals, values Religare Health Insurance at Rs13 billion (US$201m). The transaction is the largest ever investment in any stand-alone health insurance company in India. Partner Alina Arora led the transaction, while Cyril Amarchand Mangaldas, led by partners Radhika Gaggar and Rohil Vashist, also advised Religare Enterprises. DSK Legal, led by co-founding partner Satish Kishanchandani and partner Narendra Dingankar, advised True North.
Luthra & Luthra has represented Yum! Restaurants India on obtaining a successful order from the Debt Recovery Tribunal in Delhi. Yum operates as the franchisee of the world-renowned ‘KFC’ restaurant in India.Yum operates a KFC outlet through a leased premises in Dwarka and was asked to vacate the premises after the bank foreclosed on the mortgage on the property. The Tribunal allowed the bank to proceed with the auction and sale of the premises, but Yum would continue to operate its business even after the property is sold. Partner Sanjeev Kumar led the transaction.
Norton Rose Fulbright has advised Clean Energy Finance Corporation and Nord LB on the financing of the Bodangora wind farm, near Wellington in regional NSW. The project has been developed by Infigen and is to be built by a joint venture of GE and CATCON. It is also supported by an offtake agreement with Energy Australia for 60 percent of the output of the project to 2030. The financiers’ A$163 million (US$122m) construction facility will help spur the delivery of the A$236 million (US$177m), 113MW Bodangora project. Partner and co-head of infrastructure Jo Crew led the transaction, which reached financial close on March 31, 2017.
Norton Rose Fulbright has also advised Chinese company Shandong Gold Mining (SDG) on the US$960 million acquisition of 50 percent of shares in Veladero gold mine in Argentina, owned by Barrick Gold. The Valadero mine is one of the largest gold mines in Argentina and the world. It is located in the San Juan Province of Argentina, Frontera District and produced 544,000 ounces of gold in 2016. Shainghai-listed SDG is a leading gold company in China. Following the acquisition, SDG will hold directly and indirectly 50 percent of Mineral Argentina Gold under a joint venture with Barrick Gold, one of the world’s largest gold producers. The transaction also includes a strategic co-operation regarding SDG exploring the possibility of becoming a substantial investor in Barrick’s Pascua Lama mine project, one of the world’s largest undeveloped gold deposits, located on the El Indio Gold Belt on the border of Argentina and Chile. Corporate partners Yi Wang (Beijing) and David McIntyre (Toronto), supported by Hong Kong competition partner Marc Waha, led the transaction.
Paul Hastings has advised CIMB Investment Bank, Maybank Investment Bank, Hong Leong Investment Bank and UOB Kay Hian Securities as the joint book-runners on Eco World International’s US$580 million IPO and listing in Malaysia. Eco World develops real estate properties in the UK and Australia. Projects currently being undertaken by Eco World include the development of three waterside residential projects in London through its joint-venture company, Eco World-Ballymore, and the development of a project in Australia called West Village in Parramatta, Sydney. Part of the proceeds from Eco World’s IPO will be used to fund the development of these projects. Partner Steven Winegar led the transaction, which marks the largest Malaysian IPO so far in 2017. Clifford Chance advised the issuer, led by capital markets partner Raymond Tong.
Rajah & Tann Singapore has acted for development financial institutions and commercial lenders DEG (Deutsche Investitions-und Entwicklungsgesellschaft MBH), Finnish Fund For Industrial Cooperation, Oesterreichische Entwicklungsbank and ESun Commercial Bank Singapore Branch on a US$55 million club deal financing to Prasac Microfinance Institution, the largest microfinance institution in Cambodia with a mission to provide sustainable access to financial services for rural communities and micro-enterprises. Partner Nicholas How led the transaction.
Rajah & Tann Singapore has also advised Singapore-listed Anchor Resources on the issuance of S$2 million (US$1.4m) exchangeable bonds by a subsidiary and S$2.875 million (US$2m) guaranteed non-convertible bonds by the company to Luminor Pacific Fund 2 and a private investor, respectively. Partner Danny Lim led the transaction.
Shardul Amarchand Mangaldas & Co has acted as Indian domestic counsel to Yes Bank on the qualified institutions placement of its equity shares. The issue opened on March 23, 2017 and closed on March 29, 2017. The equity shares were allotted on March 31, 2017. The Rs49.06 billion (US$759m) issue was the largest private sector QIP from India in rupee terms and was the largest QIP on the BSE and the NSE for the year 2016-17. Partner Prashant Gupta (national practice head-capital markets), supported by partner Monal Mukherjee, led the transaction. Luthra & Luthra and Allen & Overy acted as Indian and US counsel, respectively, to the book-running lead managers.
Shearman & Sterling is advising Capital Square Partners on its acquisition of ESM Holdings, the holding company of Aegis Group, from AGC Holdings, a wholly-owned portfolio company of Essar Global. Singapore M&A partner Sidharth Bhasin, supported by partners Laurence Crouch (Menlo Park-tax), Jessica Delbaum (New York-antitrust), James Webber (London-antitrust), Richard Hsu (Menlo Park-intellectual property transactions) and Daryl Chew (Singapore-international arbitration), led the transaction, while Shardul Amarchand Mangaldas also advised on Indian law. Essar Global was advised by Sidley Austin and Platinum Partners on Indian law.
Shearman & Sterling has also advised the Board of Directors of New York-listed Zhaopin on its acquisition by SEEK International Investments, Zhaopin’s current controlling shareholder, and Chinese private equity investors Hillhouse Capital Group and FountainVest Partners, at an implied equity value of approximately US$1 billion. The transaction is expected to close during the second half of 2017, subject to various closing conditions. If the transaction is completed, Zhaopin will become privately held and cease to be listed in New York. Zhaopin is a leading career platform in China with more than 129.5 million registered users comprising job seekers who are in demand by employers. SEEK is a diverse group of companies which help people live more fulfilling and productive working lives and help organisations succeed. Hillhouse invests in and actively engages with entrepreneurs to build franchise value and access growth in Asia. FountainVest is a leading China-focused private equity firm which focuses on long term oriented investments and targets high growth industry leaders in media and entertainment, consumer retail, internet, healthcare and industrials. Partner Stephanie Tang (Hong Kong-M&A) led the transaction. Maples and Calder (Hong Kong), led by partner Richard Spooner, and Fenwick & West acted as Cayman Islands and US counsel, respectively, to the Special Committee of the Board of Directors of Zhaopin. O’Melveny and Myers acted as US counsel to SEEK, whilst Weil, Gotshal & Manges, led by Asia managing partner Akiko Mikumo and supported by private equity partner Tim Gardner, acted as US counsel to Hillhouse Capital Group.
Skadden has represented Hangzhou Liaison Interactive Information Technology, a Shenzhen-listed leading developer in China of mobile content, interactive apps, games and virtual reality, on its majority equity investment in Newegg, a leading tech-focused e-retailer in North America headquartered in California, USA. Liaison Interactive has subscribed to more than 55 percent of all outstanding equity in Newegg, both in the form of newly issued Series AA preferred stock and existing Series A preferred stock and Series A common stock that Liaison Interactive acquired from Newegg’s existing stockholders. Beijing partner Peter Huang led the transaction, which was completed on March 30, 2017.