|Akin Gump has advised Trinity Opportunities Ltd and Shikumen Capital Management (HK) Ltd in respect of the US$275 million of new funding in a six-year mezzanine debt and equity arrangement for film producer Village Roadshow Entertainment Group. Partners Andrew Abernethy and Gregory Puff led the transaction.
Allen & Gledhill has advised DBS Bank Ltd, Oversea-Chinese Banking Corporation Ltd, United Overseas Bank Ltd and Malayan Banking Berhad Singapore Branch as the global coordinators in respect of Marina Bay Sands Pte Ltd’s facility agreement for various facilities totalling S$5.1 billion (US$4b). Partner Lim Wei Ting led the transaction.
Allen & Gledhill has also advised Frasers Centrepoint Ltd in respect of its joint venture with Asia Property Fund in connection with the acquisition of Compass Point mall in Singapore for S$519 million (US$409.8m). Partners Jerry Koh, Chua Bor Jern, Margaret Soh and Lim Pek Bur led the transaction.
Allen & Overy has advised Citi, Deutsche Bank and JP Morgan as the international co-lead underwriters as well as UOB as the international co-lead manager and co-lead underwriter in respect of the closing of the previously announced rights offering of common shares by BDO Unibank Inc (BDO), the Philippines’ largest bank in terms of total assets. The transaction saw BDO issue and sell approximately 895.2 million rights shares at a price of P48.60 (US$1.16) which were listed on the Philippine Stock Exchange on 4 July 2012. The offer raised total gross proceeds of approximately US$1 billion and represents a key milestone not only for BDO but also for the Philippines, as the largest ever equity capital markets transaction completed by a Philippine corporate issuer. James Grandolfo led the transaction.
Allens has advised GPT Group (GPT), one of Australia’s largest diversified listed property groups, in respect of the sale of half interests in two retail shopping centres for A$551.2 million (US$566.7m) to the GPT Wholesale Shopping Centre Fund. The transactions involved the sale of a 50 percent interest in Casuarina Square Shopping Centre in Darwin, Northern Territory for A$229.7 million (US$236.2m) and GPT’s 50 percent interest in Westfield Shopping Centre at Woden, ACT for $321.5 million (US$330.5m). Partners Nicholas Cowie and Victoria Holthouse led the transaction.
Allens is also acting for Western Desert Resources Ltd, a diversified resources company that has identified advanced prospects in iron ore, gold and copper in the Northern Territory, in respect of a capital raising announced on 26 June 2012 that seeks to raise funds of up to approximately A$102.5 million (US$105.3m). The capital raising comprises an institutional placement of shares and options to a number of sophisticated and professional investors, and a one-for-10 traditional non-renounceable entitlement offer to eligible shareholders of Western Desert in Australia and New Zealand. Partner Robert Pick is leading the transaction.
Appleby has acted as BVI counsel for City Telecom (HK) Ltd in respect of its sale to Metropolitan Light Company Ltd, which is owned by the general partner of funds advised by CVC Asia Pacific Ltd, of its three BVI telecom subsidiary companies for HK$4.951 billion (US$638.4m). The disposal will enable City Telecom to exit the telecommunications business in Hong Kong and Canada and to focus on its multimedia business. A portion of the proceeds will be returned to City Telecom’s shareholders via a dividend, estimated to be approximately HK$2.023 billion (US$260.8m), and the balance will fund the development and expansion of the company’s multimedia business ventures. Partner Judy Lee led the transaction.
ATMD Bird & Bird is advising JB Foods Ltd in respect of its listing and quotation on the mainboard of the SGX-ST. JB Foods Ltd is a major cocoa ingredient producer in Malaysia. Their customers include Theobroma BV, ADM Cocoa, General Cocoa Company Inc, Transmar Commodity Group Ltd, Olam Europe Ltd, ECOM Group and Nestlé Philippines Inc. The issue managers and joint underwriters and placement agents are Amfraser Securities Pte Ltd and Canaccord Genuity Singapore Pte Ltd. Partner Marcus Chow led the transaction.
Baker & McKenzie has advised Germany’s Brenntag AG in respect of its A$100 million (US$102.8m) acquisition of the ISM and Salkat groups. Brenntag is a global market leader in chemical distribution whilst ISM and Salkat are chemical distributors in Australia and New Zealand. Brenntag is expected to start integrating with the ISM and Salkat groups later this month. Partner Ben McLaughlin led the transaction. Allens advised the ISM and Salkat groups.
Clifford Chance has advised MEXIM Bank in respect of its establishment of its US$1.5 billion multi-currency medium term note programme and its maiden drawdown under the programme, issuing US$500 million 2.875 percent notes due 2017. Nomura, BNP Paribas, CIMB and Maybank acted as arrangers. The programme and the notes are listed on the Labuan International Financial Exchange in Malaysia and the SGX-ST. Partner Joan Janssen led the deal.
Clifford Chance is also advising Citibank, Deutsche Bank, HSBC and UBS as joint lead managers and joint book-runners in respect of PTT Exploration and Production Public Company Ltd (PTTEP) Canada International Finance Ltd’s issuance of US$500 million 6.35 percent senior notes due in 2042. The notes were guaranteed by PTTEP, the Thai national petroleum exploration and production giant which operates more than 40 projects around the world and is a top-ten listed company on the Stock Exchange of Thailand. Partner Crawford Brickley led the transaction.
Hadiputranto, Hadinoto & Partners, the member firm of Baker & McKenzie in Indonesia, has advised Sumitomo Mitsui Banking Corporation (SMBC) in respect of its shares subscription to approximately 14.9 percent of the total issued shares of PT Indonesia Infrastructure Finance (PT IIF). PT IIF focuses on finance in infrastructure sectors and is a joint venture company, one of whose main shareholders is PT Sarana Multi Infrastruktur (Persero), a wholly owned subsidiary of the Ministry of Finance of Republic of Indonesia. Partner Erwandi Hendarta led the transaction.
Herbert Smith has advised state-owned Chinese food group leader Bright Food in respect of the acquisition by its subsidiary Shanghai Sugar Cigarette and Wine of a 70 percent stake in the independent Bordeaux wine merchant DIVA Bordeaux to expand DIVA Bordeaux’s international development, particularly in China. The remaining 30 percent would stay with PierreBeuchet, DIVA’s founder and chairman, and Jean-Pierre Rousseau, its managing-director. The transaction represents the first time that a Chinese company has bought a French wine merchant, through which Bordeaux wines are traditionally sold. Partners Betty Tam and Frédéric Grillier led the transaction. Darrois Villey Maillot Brochier advised DIVA Bordeaux with a team led by partners Alain Maillot and Hugo Diener.
J Sagar Associates has advised Stichting Depositary APG Strategic Real Estate Pool (APG Real Estate), an entity floated by Dutch pension fund manager APG, in respect of the commitment to invest INR770 crores (US$141.2m) in Indian residential real estate projects with two other global investors and Godrej Properties Ltd. Godrej Properties will initially hold 29 percent while the consortium of investors will have 71 percent of the special purpose vehicles that will undertake multiple real estate projects. Partner Rupinder Malik led the transaction.
King & Wood Mallesons has advised Goldman Sachs Australia Pty Ltd and Deutsche Bank AG Sydney Branch as the underwriters in respect of Billabong’s accelerated non-renounceable fully underwritten entitlement offer which will raise approximately A$225 million (US$231.3m). Partner Evie Bruce led the transaction whilst Skadden acted as US counsel. Allens acted as Australian counsel for Billabong whilst Sidley Austin acted as US counsel.
King & Wood Mallesons has also advised Medibank Health Solutions in respect of its transformational outsourcing agreement with the Australian Defence Force (ADF) to provide high quality health services to Defence personnel across Australia. Under the deal, which took effect from 1 July 2012, Medibank will manage and coordinate the ADF’s healthcare services nationally. This new agreement will simplify and streamline the healthcare process for approximately 80,000 permanent and reserve ADF personnel and reinforce Medibank’s position as a leading provider of health services and solutions, in addition to health insurance. Partner Patrick Gunning led the transaction, assisted by partners John Topfer and Philip Ward.
Latham & Watkins is representing Sinochem International (Overseas) Pte Ltd (Sinochem International), the wholly owned subsidiary of Sinochem Corporation, in respect of with its acquisition of a 40 percent equity stake in Jiangsu Sinorgchem Technology Co Ltd, the world’s largest professional rubber additive producer, from Oxygen Partners Ltd, a subsidiary of Carlyle Asia Partners III LP. The transaction is part of a series of acquisitions by Sinochem International comprising a total investment of up to RMB2.82 billion (US$444.2m) for an approximately 61 percent of Jiangsu Sinorgchem’s equity interests. The purchase agreement was signed on 15 June 2012 and the transaction will close upon satisfaction of certain conditions. Partner Cathy Yeung is leading the transaction.
Mayer Brown JSM has advised HKSE-listed MIE Holdings Corporation (MIE) in respect of the US$100 million acquisition of Sino Gas & Energy Ltd (Sino Gas). MIE specialises in oil and gas exploration, development and production whilst Sino Gas is an Australian company focused on the exploration and development of unconventional gas assets in the Ordos Basin in the northern province of Shanxi. Once the acquisition is completed, MIE will hold 51 percent of the share capital of Sino Gas and utilise most of the purchase funds towards the working programs to achieve commercial targets. Partners Xiangyang Ge and Jeckle Chiu led the transaction.
Rajah & Tann has advised Redbud (Oversea) Holding Ltd (Redbud), an affiliate of the Institute of Tsinghua University, Hebei, in respect of its proposed HK$30 million (US$3.87m) investment in SGX-ST-listed Surface Mount Technology (Holdings) Ltd (Surface Mount). The investment is conditional upon implementation of a debt and equity restructuring, as well as independent Surface Mount shareholders’ approval for a whitewash resolution in relation to the issuance of new shares to Redbud. Partners Chia Kim Huatand Danny Lim led the transaction whilst King & Wood Mallesons acted as Hong Kong counsel. Clifford Chance acted as Singapore counsel whilst Anthony Chiang & Partners acted as Hong Kong counsel to Surface Mount.
Shin & Kim has represented Ontario Teachers’ Pension Plan in respect of its investment of 9.9 percent interest in Kyobo Life Insurance from Korea Asset Management Corporation. The share purchase agreement was executed on 20 June 2012 and completed on 21 June 2012. The purchase price is US$4 billion. Seong Hoon Yi, Eun Nyung Lee and John M Kim led the transaction.
Stamford Law is advising SGX-ST listed United Fiber Systems Ltd (UFS) in respect of its proposed reverse takeover by IDX-listed PT Golden Energy Mines Tbk (GEMS). The shareholders of GEMS are IDX-listed PT Dian Swastatika Sentosa Tbk and GMR Coal Resources Pte Ltd, whose parent companies are Indonesia’s Sinar Mas Group and India’s GMR Group respectively. On 26 January 2012, UFS entered into an agreement with DSS to acquire 67 percent of GEMS from DSS in a deal which contemplated the possible participation of the other GEMS major shareholder, GMR, on the same terms as that for the transaction between UFS and DSS. On 29 June 2012, UFS, DSS and GMR entered into a tri-partite agreement in relation to UFS’s acquisition of GEMS, which has been expanded to include GMR’s 30 percent shareholding in GEMS, as a result of which UFS will hold 97 percent of GEMS in a reverse takeover deal that is valued at S$2.24 billion (US$1.77b), if both the DSS sale transaction and the GMR sale transaction complete. Yap Lian Seng and Elizabeth Kong are leading the transaction.
Sullivan & Cromwell is representing Anheuser-Busch InBev NV (Belgium) (AB InBev) in respect of its acquisition of the stake it doesn’t already own in Grupo Modelo SAB (Mexico) for US$20.1 billion and its concurrent US$1.85 billion sale of a 50 percent interest in Crown to Constellation Brands. The combination will be completed through a series of steps that will simplify Grupo Modelo’s corporate structure, followed by an all-cash tender offer by AB InBev for all outstanding Grupo Modelo shares. In a related transaction, Grupo Modelo will sell its existing 50 percent stake in Crown Imports, the joint venture that imports and markets Grupo Modelo’s brands in the US, to Constellation Brands for US$1.85 billion, giving Constellation Brands 100 percent ownership and control. The transaction is subject to regulatory approvals in the US, Mexico and other countries, the approval of the shareholders of Grupo Modelo in a general meeting and other customary closing conditions. Partners Frank Aquila, George White, George Sampas, Neal McKnight, John Estes, Krishna Veeraraghavan and Nader Mousavi are acting on the transaction which was announced on 29 June 2012.
Sullivan & Cromwell is also representing EverBank Financial Corp (US) in respect of its US$2.5 billion acquisition of Business Property Lending Inc (US) from General Electric Capital Corporation (US). No debt will be assumed in the acquisition. The transaction includes approximately US$2.44 billion of performing commercial loans, the origination and servicing platforms, 108 employees and servicing rights on US$3.1 billion of loans securitised by GE Capital. The transaction is expected to close in the fourth quarter of 2012, subject to regulatory approval and customary closing conditions. Partners Mark Menting, C Andrew Gerlach and Matthew Friestedt are leading the transaction which was announced on 2 July 2012. GE Capital was advised by Weil, Gotshal & Manges.
Wong & Partners, the member firm of Baker & McKenzie in Malaysia, has advised Tokio Marine Insurans (Malaysia) Berhad (TMIM) in respect of the acquisition of MUI Continental Insurans Berhad (MCI). TMIM is a subsidiary of Tokio Marine Asia Pte Ltd Singapore and its ultimate holding company is Tokio Marine Holdings Inc in Japan. MCI is a general insurance company, with CNA Financial Corporation USA as one of its shareholders. Partner Brian Chia led the transaction.
WongPartnership has acted for institutional investors from Asia and North America in respect of their investment of up to US$500 million in CapitaMalls China Development Fund III, a closed-end US$1 billion private equity fund sponsored by CapitaMalls Asia Ltd. Partners Gerry Gan, Milton Toon, Miao Miao and Felicia Marie Ng led the transaction.
WongPartnership has also acted for RBC Dexia Trust Services Singapore Ltd as trustee of K-REIT Asia in respect of its S$261.6 million (US$206.6m) acquisition of approximately 12.39 percent partnership interest in Ocean Properties LLP, raising its stake in Ocean Properties from an approximate 87.5 percent to about 99.9 percent. The acquisition was funded by bank borrowings and the proceeds from a placement of 60 million new units in K-REIT Asia with Ong Holdings Ltd, a shareholder of the vendor. Partners Low Kah Keong and Christy Lim led the transaction.