Deals – 31 January 2013

Appleby has acted as British Virgin Islands counsel for Fosun International Ltd in respect of a guaranteed notes issuance of US$1billion issued by its indirect subsidiary Sparkle Assets Ltd which will issue US$400 million 6.875 percent notes due on 30 January 2020, payable semi-annually in arrears and guaranteed by Fosun International and some of its subsidiaries. Sparkle Assets is a special purpose vehicle wholly owned by China Alliance Properties Ltd, a subsidiary of Fosun International. The notes are being offered and sold to non-US persons in reliance on Regulation S. Partner Jeffrey Kirk led the transaction whilst Sidley Austin acted as US federal and New York state law and Hong Kong law counsel and Chen & Co Law Firm acted as PRC law counsel. Davis Polk & Wardwell and Grandall Legal Group acted as counsel for the initial purchasers.

Ashurst has advised Trauson Holdings Company Ltd in respect of its proposed public takeover by Stryker Corporation for a total cash consideration of approximately HK$5.9 billion (US$761m). Stryker’s offer price of HK$7.50 per share (US$0.97) represents a 66.7 percent premium to the closing price of HK$4.50 (US$0.58) on the last full trading date on 7 January 2013. Trauson is a leading producer of orthopaedic products in China whilst Stryker is one of the world’s leading medical technology companies. Partner Lina Lee, assisted by partner Robert Ogilvy Watson, led the transaction. Sullivan & Cromwell acted for Stryker.

AZB & Partners has advised the Burman Family in respect of its acquisition of approximately INR500 million (US$9m) in DMI Finance Private Ltd through subscription of equity shares, compulsory convertible preference shares and compulsorily convertible debentures. Partner Hardeep Sachdeva led the transaction which was signed on 7 January 2013 and is yet to be completed. Amicus Advocates & Solicitors also advised on the deal.

AZB & Partners has also advised Vista Equity Partners in respect of its acquisition of the trade and risk management business of Thomson Reuters India Private Ltd. Partner Yashwant Mathur led the transaction which is to be completed on 31 January 2013.

Baker & McKenzie has advised Cheung Kong (Holdings) Ltd and its wholly-owned subsidiary Cheung Kong Bond Securities (03) Ltd (CKBS) in respect of CKBS’s issue and offering of US$500 million 5.375 percent US dollar denominated guaranteed senior perpetual securities guaranteed by Cheung Kong (Holdings) Ltd and listed on the HKSE. The securities are perpetuals with no fixed redemption date and carry coupon deferral features. Barclays and BofA Merrill Lynch acted as the lead managers and book-runners. Partners Milton Cheng and Andrew Lockhart led the transaction. Clifford Chance acted for the arrangers.

Baker & McKenzie has also represented Thai Oil Public Company Ltd (TOP) in respect of its offering of US$1 billion dual-tranche senior unsecured fixed-rate notes to foreign institutional investors in accordance with Rule 144A and Regulation S. The notes, which will be listed on the SGX-ST, were jointly underwritten by Barclays, HSBC and Standard Chartered Bank as joint book-runners and joint lead managers. TOP, a part of the PTT group, is a refining and petrochemical company with the largest single-site refinery in Thailand. The PTT group is one of the most profitable companies in Thailand and the only Thai company to be ranked on the Fortune Global 500 2012 list. Partner Viroj Piyawattanametha led the transaction whilst Latham & Watkins advised on US laws. Allen & Overy, led by partner James Grandolfo who was assisted by partner Suparerk Auychai, advised the underwriters, composed of Barclays Plc, the Hongkong and Shanghai Banking Corporation Ltd and Standard Chartered Bank, on Thai and US laws.

Clifford Chance has advised China-ASEAN Investment Cooperation Fund in respect of its equity investment in offshore holding company International Communication Media Company Ltd (ICMC), with a view to ICMC establishing a joint venture with Supreme Cambo Investment Group Co Ltd to invest, build, and deploy the infrastructure for a nation-wide digital television network and to provide digital television services and other digital communication services thereon in Cambodia. The other two co-investors in ICMC are Shenzhen Coship Electronics Co Ltd and Main Global Holdings Ltd. Partner Neeraj Budhwani led the deal transaction.

Davis Polk has advised Citigroup Global Markets Ltd, Standard Chartered Bank and UBS AG Singapore Branch as initial purchasers in respect of the US$500 million Rule 144A/Regulation S offering by Indo Energy Finance II BV, a wholly owned subsidiary of PT Indika Energy Tbk, of its 6.375 percent high-yield notes due 2023. Indika Energy is one of Indonesia’s leading integrated energy groups, with a portfolio of businesses spanning energy resources, services and infrastructure sectors. Partners William F Barron and John D Paton led the transaction whilst Assegaf Hamzah & Partners advised as to Indonesian law. Indika Energy was advised by Mayer Brown JSM as to US law, Melli Darsa & Co as to Indonesian law, Allen & Overy as to Dutch law, WongPartnership as to Singapore law, Conyers Dill & Pearman as to British Virgin Islands law and PB Tax and as to Indonesian tax law.

Davis Polk has also advised Merrill Lynch International and Citigroup Global Markets Ltd as initial purchasers in respect of a US$250 million Regulation S offering by Fantasia Holdings Group Co Ltd of its 10.75 percent senior notes due 2020. Fantasia is a leading property developer and property related service provider in China. Partners Eugene C Gregor and John D Paton led the transaction whilst Commerce and Finance Law Offices advised as to PRC law. Fantasia was advised by Sidley Austin as to US and Hong Kong law, King & Wood Mallesons as to PRC law and Conyers Dill & Pearman as to British Virgin Islands and Cayman Islands law.

Harry Elias Partnership has acted for SGX-listed Nam Cheong Ltd in respect of a recent placement exercise to raise capital of approximately S$48 million (US$38.8m) under the terms of a conditional placement agreement entered into on 10 January 2013. Up to 190 million placement shares were involved, with 190 million borrowed from six lenders under the terms of the said placement agreement. The placement and subscription agreements were signed thereafter the market closure on 10 January 2013. Proceeds will be used to finance shipbuilding projects, vessel chartering business, refinance existing borrowings and for general corporate purposes. Nam Cheong is a leading global offshore marine group specialising in the construction of offshore support vessels (OSV) and the largest OSV shipbuilder in Malaysia.

Khaitan & Co has advised Magnon Solutions Private Ltd and its promoter Vineet Bajpai in respect of the sale of Magnon Solutions to TBWA Singapore Pte Ltd Singapore. Magnon Solutions is one of India’s largest digital agencies with full-service offices in Delhi and Mumbai, 150 professionals and marquee clients across five continents. The company is ranked in the top 25 internet companies of India. Partner Rajat Mukherjee acted on the transaction.

Khaitan & Co has also advised Axis Bank Ltd in respect of the extension of financial assistance to Eurotas Infrastructure Ltd, by way of a rupee term loan facility of INR290 crores (US$54.5m), for setting up a cement production unit at Sinnar, Nasik, Maharashtra. Axis Bank is one of India’s largest private sector banks. Partner Shishir Mehta acted on the transaction.

Maples and Calder has acted as Cayman Islands counsel to Metropolitan Light International Ltd in respect of its issue of US$450 million 5.25 percent notes due 2018. The notes, listed on the SGX, have been guaranteed by Metropolitan Light Company Ltd and Hong Kong Broadband Network Ltd. JP Morgan, Standard Chartered Bank and UBS acted as joint book-runners and lead managers. Citicorp International Ltd acted as trustee. Partner Greg Knowles led the transaction. Latham & Watkins acted as English and Hong Kong counsel to the issuer and guarantors whilst Sidley Austin acted as English counsel to the managers.

Mayer Brown has advised China International Marine Containers (Hong Kong) Ltd (CIMC), part of the largest container manufacturing group in the world, in respect of the establishment of a US$600 million US commercial paper program supported by a letter of credit from Bank of China New York Branch. The transaction marks one of the first letter of credit backed US commercial paper programs by an Asian issuer. Bank of America Merrill Lynch acted as structuring advisor and arranger. Partner David Bakst, assisted by partners Ben Sandstad, Jason Bazar and David Sahr, led the transaction.

Paul Hastings has represented the managers, led by Samsung Securities (Asia) Ltd, in respect of Hanwha SolarOne Hong Kong Ltd’s issuance of US$100 million offshore floating rate notes. The notes, issued outside the United States, are guaranteed by Hanwha Chemical Corporation and are due in 2016. Hanwha SolarOne Hong Kong Ltd is a wholly-owned subsidiary of Hanwha SolarOne Co Ltd, a vertically integrated manufacturer of silicon ingots, wafers and photovoltaic cells and modules in China. The proceeds from the issuance will be used for general working capital purposes. The transaction is notable, as the notes are US$-denominated, issued by a Hong Kong issuer, and guaranteed by its indirect Korean parent company. Dong Chul Kim led the transaction.

Paul Hastings has also represented HKSE-listed China SCE Property Holdings Ltd, a leading property developer based in China’s Fujian province, in respect of its issuance of additional senior notes in the amount of US$150 million. The additional notes will be consolidated and form a single class with the US$200 million senior notes due 2017 issued by China SCE on 14 November 2012. The net proceeds are expected to be used to finance new and existing projects and for general corporate purposes. Partners Raymond Li, Vivian Lam and David Grimm led the transaction whilst Jingtian & Gongcheng Attorneys advised as to PRC law and Maples and Calder advised as to British Virgin Islands and Cayman Islands law. Davis Polk, led by partners William F Barron and John D Paton, advised Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd and ICBC International Securities Ltd as the joint lead managers, joint book-runners and initial purchasers, whilst King & Wood Mallesons advised as to PRC law.

Rajah & Tann has advised SGX-ST listed ABR Holdings Ltd in respect of an S$8 million (US$6.47m) joint venture with Palate Group Pte Ltd for the establishment of All Best Foods Pte Ltd to develop, franchise, operate and manage well-known food and beverage brands of ABR, such as Gloria Jean’s, Tip Top Curry Puffs, Yogen Früz, Swensen’s Ice Cream and Oishi Japanese Pizza. The joint venture with Palate Group, which has considerable industry knowledge, experience, expertise and track record in developing, managing and operating food and beverage brands, is expected to benefit and strengthen the ABR group’s businesses in this regard. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 28 January 2013 and is ongoing, subject to satisfaction of conditions precedent, to be satisfied within a month of execution of the joint venture agreement. Opal Lawyers advised Palate Group.

Shook Lin & Bok has acted as solicitors for SGX-listed Sinobest Technology Holdings Ltd in respect of a reverse takeover involving the acquisition of OKH Holdings Pte Ltd, a company involved primarily in the business of property development, construction and the provision of services as a specialist contractor, for a consideration of S$108 million (US$87.44m). Partner Gwendolyn Gn led the transaction.

Stamford Law is advising in respect of the S$396 million (US$320.7m) reverse takeover of ChiwayLand Group (Singapore) Pte Ltd by mainboard-listed R H Energy Ltd. The ChiwayLand Group is a property developer involved in the development, project management and sale of residential and commercial properties in the Yangtze River Delta region of the People’s Republic of China. The proposed transaction will also involve the disposal of R H Energy’s existing business to its controlling shareholder for up to S$25 million (US$20.25m). Bernard Lui, Lim Swee Yong and Low Wee Siong are leading the transaction.

Watson, Farley & Williams’ Singapore office has advised BGCM Partnership in respect of the sale of a substantial part of its managed marine cargo container fleet to Seaborne Intermodal, a subsidiary of US private equity firm Lindsay Goldberg, for approximately US$408 million. The disposal comes as BGCM Partnership, an unlimited partnership registered in Singapore, exits its investments to return funds to its investors. Owing to existing management arrangements, it was imperative to close the deal on 31 December 2012. Partner Damian Adams led the transaction.

WongPartnership has acted for (i) Guthrie GTS Ltd in respect of the establishment of the S$500 million (US$404.88m) multicurrency medium term note programme (MTN Programme) and issue of S$125 million (US$101.22m) 3.7 percent fixed rate notes due 2018 pursuant to the MTN Programme, (ii) Oversea-Chinese Banking Corporation Ltd (OCBC Bank), the sole arranger and dealer of the MTN Programme and sole lead manager and sole book-runner for the issue of the notes, and (iii) British Malayan Trustees Ltd, who acted as trustee, issuing and paying agent and calculation agent for the MTN Programme and for the issue of the notes. Partners Hui Choon Yuen and Goh Gin Nee acted for OCBC Bank and British Malayan Trustees Ltd whilst partner Colin Ong acted for Guthrie GTS Ltd.