Deals – 30 July 2009

Allen & Gledhill LLP has also advised SBC in respect of its issuance of S$400 million (approx US$276.9m) in principal amount of secured convertible notes, the proceeds of which will also be used to refinance the Bridge Facility. The secured convertible notes are to be subscribed by four investors including three parties associated with the Nan Fung group of companies, one of Hong Kong’s most established property developers. Partners Margaret Chin and Richard Young are advising South Beach Consortium, Istithmar and Elad Group whilst partners Au Huey Ling and Glenn Foo are advising the arranger of the issue.

Conyers Dill & Pearman has advised on the Bermuda-related elements of Chinese sportswear manufacturer Xingquan International Sports Holdings Limited’s initial public offering which raised RM165 million (approx US$18.3m) on 10 July 2009. Recent changes introduced by Bursa Malaysia have made it easier for foreign companies to list their shares in Malaysia and Xingquan International Sports Holdings Limited is one of the first Chinese companies to announce direct listings on the Bursa’s Main Board. Singapore-based director Janice Oh led the firm’s advisory team, whilst DLA Piper and Wong Beh & Toh also acted as legal advisers in respect of the IPO. CIMB Investment Bank was the adviser, underwriter, placement agent and sole bookrunner.

Davis Polk & Wardwell LLP has advised one of Japan’s leading financial services groups, ORIX Corporation (ORIX), in relation to its global offering of common stock valued at ¥83.4 billion (approx US$891 million). The offering was split into an SEC-registered international offering and a domestic offering in Japan. Partner Theodore A. Paradise led the firm’s team with London-based partner John D. Paton advising on the tax-related aspects of the offering. Mitsui Company advised ORIX as to Japanese law, whilst the joint global coordinators for the offering – UBS Securities Japan Ltd, Merrill Lynch Japan Securities, Morgan Stanley and Nikko Citigroup – were advised by Simpson Thacher & Bartlett LLP as to US law and by Nagashima Ohno & Tsunematsu as to Japanese law.

Herbert Smith LLP has advised leading independent oil and gas company Premier Oil Group Limited (Premier) in respect of its acquisition of a 25 percent stake in Block 12W in Vietnam. The acquisition from Delek Energy Systems Limited (Delek), which is the oil and gas exploration and production arm of the Israeli company the Delek Group, was valued at US$72 million in cash before adjustments. Premier is the operator of the Block and, prior to this acquisition, already held a 37.5 percent interest which it had acquired from Delek in 2004. The firm’s Asian energy team was led by partner Anna Howell.

KhattarWong has acted for Swing Media Technology Group (SMTG) in connection with its placement of 30 million new ordinary shares for an aggregate of S$1.8 million (approx US$1.24m). Listed on the Main Board of the Singapore Exchange Securities Trading Limited, SMTG manufactures and supplies data storage media and has manufacturing facilities in Hong Kong, Taiwan and the mainland. Partner Lawrence Wong from the firm’s corporate and securities laws department advised on the transaction.

Kim & Chang has advised Belgium based beer brewery Anheuser-Busch InBev NV/SA (AB InBev), one of the largest beer companies in the world, in relation to the sale of its 100 percent stake in Oriental Brewery Co Ltd to funds managed by Kohlberg Kravis Roberts (KKR) and Affinity Equity Partners (Affinity), following a competitive bidding process won by KKR in early May 2009. Completed on 24 June 2009, the sale was valued at US$1.8 billion and included a call option with respect to 100 percent of Oriental Brewery Co Ltd and an earn-out tied to the performance of Oriental Brewery Co Ltd. Paul, Hastings, Janofsky & Walker has advised the mandated lead arrangers and lead managers in respect of the senior financing, valued at approximately US$850 million, for the US$1.8 billion leveraged buyout. The transaction has been heralded as the largest leveraged buyout in Asia to date in 2009. The senior financing, consisting of a Korean won senior secured credit agreement and a US dollar senior secured floating rate note facility, was provided by a consortium of 16 international and Korean banks. JPMorgan Chase Bank, Nomura International, HSBC and Standard Chartered Bank acted as underwriters. Kind & Chang partner J.K. Park led the team advising AB InBev, whilst Paul, Hastings Hong Kong-based corporate partner Brett W. King led his firm’s advisory team with assistance from partner Patricia Openshaw.

Latham & Watkins has represented PT Gajah Tunggal Tbk (PT) and its subsidiary GT 2005 Bonds BV (GT) in connection with the successful completion of PT’s exchange offer and consent solicitation of outstanding Guaranteed Secured Bonds through GT. The bonds, due 2010, are valued at US$420 million. Acting as guarantor and issuer respectively, PT and GT requested and obtained from bondholders an approval to exchange all the outstanding Guaranteed Secured Bonds due 2010 for US$435,089,000 million in guaranteed callable step-up bonds of the issuer due 2014. Singapore-based partners Jake Redway and London-based partner Lene Malthesen led the firm’s advisory efforts.

Mallesons Stephen Jaques has advised National Australia Bank (NAB) in relation to its A$2 billion placement, which the bank intends to use to increase funds for future acquisitions. The placement has been underwritten by Deutsche Bank, Goldman Sachs JBWere and Merrill Lynch. Partners Diana Nicholson and Craig Semple led the firm’s team in advising NAB.

Led by capital markets partner Raymond Li, Paul, Hastings, Janofsky & Walker has represented BBMG, a state-owned enterprise controlled by the Beijing Municipal Government and one of the largest suppliers of building materials in the PRC, in relation to its HK$6.8 billion (approx US$884m) global offering. Comprising a Hong Kong public offer and an international offering, including a Reg S/144A placement, the offering is the first H-share listing on the Hong Kong Stock Exchange this year and the second largest IPO in Hong Kong so far in 2009. Led by Hong Kong-based partner Jamie Barr, Lovells advised UBS AG as sole global co-ordinator and UBS AG, Macquarie and JPMorgan as joint bookrunners to the listing.

Shearman & Sterling LLP has acted as US counsel to the underwriters, JPMorgan and Morgan Stanley, in connection with the US$1.5 billion follow-on ADR offering by Sterlite Industries (India) Limited, one of India’s largest non-ferrous metals and mining companies. Luthra & Luthra Law Offices also represented the underwriters as Indian counsel, with partner Madhurima Mukherjee leading the firm’s team. The proceeds of the offering, which closed on 21 July and which has been reported as the largest equity sale in the US by a non-US company in 2009, will be used for the further development of the company’s power generation business in India, planned capital expenditures, planned and potential acquisitions and/or general corporate purposes. Hong Kong-based capital markets partner Matthew Bersani led the Shearman team.

WongPartnership LLP has acted for Midas Holdings Limited in connection with its placement of 120 million new shares in an effort to raise gross proceeds of approximately S$90.6 million (approx US$32.8m). Partner Tok Boon Sheng led the transaction.

WongPartnership LLP has also represented Keppel Land Limited (Keppel) as the offeror in relation to the proposed voluntary delisting of Evergro Properties Limited (Evergro) from the Singapore Exchange, and Keppel’s exit offer to acquire all the issued ordinary shares in the share capital of Evergro other than those already owned, controlled or agreed to be acquired by Keppel. Partners Andrew Ang, Low Kah Keong and Linda Wee led the transaction.