|Xingda International Holdings Limited, the largest PRC-based producer of radial tire cords, completed its initial public offering of 386,000,000 ordinary shares. Xingda International manufactures and distributes in the PRC and North America radial tire cords and bead wires, which are the principal skeleton materials for radial tires. The IPO consisted of a public offering and listing in Hong Kong, a Rule 144A offering in the United States and a Regulation S offering outside of the United States. The size of the offering, prior to any exercise of the international purchasers’ over-allotment option, was approximately US$153 million. Sullivan & Cromwell acted as U.S. counsel for the international purchasers, which were led by Goldman Sachs (Asia) LLC.
Freshfields Bruckhaus Deringer advised TOM Online on the joint venture agreement with eBay EachNet, eBay’s China-based subsidiary. TOM Online will have a 51 percent stake in the joint venture, and eBay will have the other 49 percent. At closing, eBay International AG will provide and initial funding of US$40 million in cash in the form of capital of the joint venture and TOM Online will enter into a shareholder’s loan agreement with the joint venture, under which, TOM Online will provide a shareholder’s loan in the amount of US$20 million to the joint venture. It is intended that the joint venture will design, develop, launch and operate a new online platform, which will be branded TOM EACHNET, to support the internet-based marketplace.
Johnson Stokes & Master acted for Swire Properties Limited in a joint venture between Swire Properties Limited and HKR International Limited in relation to a HK$10 billion mixed use development project at Jing’an District, Puxi, Shanghai (also known as “Dazhongli”). The 3.12 million sq. ft. landmark project will comprise residential and serviced apartments, office towers, hotels, boutique hotels, retail premises and shopping mall, and a private club. This transaction is very significant for Swire Properties Limited as it marks the commencement of its first major development project in Shanghai.
Paul, Weiss client Nomura Holdings, Inc. and Fortress Investment Group LLC announced an agreement in which Nomura will acquire a 15 percent stake in Fortress Investment Group for approximately $888 million. Under the agreement, Nomura will own Class A shares representing 15 percent of Fortress with proceeds going to the Fortress principals.
Latham & Watkins LLP represented Melco PBL Entertainment (Macau) Limited (“Melco PBL Entertainment”) in connection with its initial public offering of 60,250,000 American Depository Shares and listing on the Nasdaq Global Market. The offering raised US$1,144,750,000. Credit Suisse, Citigroup and UBS Investment Bank acted as the lead underwriters for the offering. Melco PBL Entertainment is a joint venture between Hong Kong-based Melco International Development Limited and Australia’s Publishing & Broadcasting Limited. Melco PBL Entertainment is a developer, owner and operator of casino gaming and entertainment resort facilities focused exclusively on the Macau market.
Simmons & Simmons recently advised Macquarie Securities and CAF Securities as joint sponsors for the listing on the Main Board of Hong Kong Stock Exchange of Zhuzhou CSR Times Electric Co., Ltd. (TEG) and the approximately HK$2.2 billion global offering of its shares. Macquarie Securities acted as sole global coordinator, sole bookrunner and sole lead manager for the global offering. A key player in the railway industry in China, TEG is the leading train-borne electrical system provider and integrator for the railway industry in China and possesses comprehensive capabilities in research and development, design, manufacture, sales and customer services.
Paul, Hastings, Janofsky & Walker represented UBS, which acted as the underwriter of an offering of US$110 million high-yield senior secured notes by PT Pakuwon Jati. PT Pakuwon Jati, which develops large-scale combined commercial and residential properties in both Surabaya and Jakarta, Indonesia, sold the bonds, which have a 5-year maturity to international investors to fund a new development project and repay existing debt.
Latham & Watkins represented Trina Solar Ltd. in connection with its initial public offering of 5,300,000 American Depository Shares and listing on the New York Stock Exchange. The offering raised US$98 million. Merrill Lynch & Co. acted as the global coordinator, bookrunner and co-lead manager for the offering. Cowen and Company acted as the co-lead manager, and CLSA acted as a co-manager. Trina Solar Energy is a China Changzhou-based solar company.
White & Case represented Starwood Capital Group (“Starwood Capital”) in its investment in Shanghai Jin Jiang International Hotels (Group) Company Limited (“Jin Jiang”), one of China’s largest hotel operators. Starwood Capital acquired US$30 million in Jin Jiang shares, making it the largest outside shareholder in the company. The strategic investment was in connection with Jin Jiang’s US$310 million global offering of shares which commenced trading on the Hong Kong Stock Exchange on December 15, 2006.
Majmudar & Co. represented Welspun Gujarat Stahl Rohren Ltd., India (one of the largest SAW pipe makers in the world), in its joint venture with Lone Star Technologies, Inc. of the US to manufacture spiral pipes in the US. Welspun owns 60 percent of the equity in the joint venture company christened, Welspun Lone Star Tubulars LLC, whereas Lone Star owns the remaining 40 percent. The joint venture company will have combined debt and equity of US$65 million.
Baker & McKenzie’s securities team in Hong Kong recently advised CFG Investment S.A.C., a Peruvian subsidiary of China Fishery Group Limited, as United States counsel, on its offering of 9.25 percent Senior Notes due 2013 in a principal amount of US$225 million. The Notes were guaranteed by China Fishery Group Limited and its wholly owned subsidiaries. The Notes commenced trading on the Singapore Exchange Securities Trading Limited on 20 December 2006.