|Allen & Gledhill has acted as Singapore law counsel for Global Logistic Properties Ltd in respect of its issue of a US$2 billion Euro medium term note programme. The aggregate nominal amount of notes issued under the programme will not at any time exceed US$2 billion (or the equivalent in other currencies). Under the programme, the issuer proposed to offer up to RMB3 billion (US$461.8m) Series 1 fixed rate notes. Partners Leonard Ching and Bernie Lee led the transaction.
Allen & Gledhill has also advised One Raffles Quay Pte Ltd in respect of a facility agreement, under which a syndicate of banks advanced an unsecured loan facility in the aggregate principal amount of S$900 million (US$730.7m) to refinance One Raffles Quay’s existing loans from its shareholders. Australia and New Zealand Banking Group Ltd Singapore Branch, Citibank NA Singapore Branch, DBS Bank Ltd, Standard Chartered Bank Singapore Branch, The HongKong and Shanghai Banking Corporation Ltd (HSBC) and United Overseas Bank Ltd are lenders for this financing, while HSBC is facility agent for the lenders. Partner Jafe Ng led the transaction.
Ashurst has advised Middle East jewellery retailer Damas International Ltd in respect of the acquisition of a controlling stake in its Saudi Arabian joint venture, Damas Saudi Arabia Company Ltd. Damas International Ltd’s subsidiary, Damas Jewellery LLC, acquired 49 per cent of the share capital of its existing joint venture in Saudi Arabia, taking Damas’s stake to 98 per cent with full control of the company. The firm’s advisory team was led by Chris Young whilst Hammad, Al Mehdar & Co advised on matters of Saudi Arabian law.
Baker & McKenzie has advised TH Milk Joint Stock Company in respect of its acquisition of Tate & Lyle PLC’s stake in Nghe An Tate & Lyle, a sugar plant in Nghe An province, Vietnam. The purchase agreement was signed in 20 April 2011, and the transaction is subject to conditions, including a pre-emptive right of Tate & Lyle’s existing partner and Vietnamese government approvals. Partner Manh Hung Tran led the transaction. Freshfields represented Tate & Lyle.
Baker & McKenzie has also advised ASX listed Australian biodiesel producer Mission NewEnergy Ltd in respect of its US$25 million IPO in the United States with a listing on the NASDAQ Global Market. The IPO was completed in 26 April 2011. The transaction represents the first US IPO with listing on NASDAQ by an Australian company in 15 years. Partner Andrew Reilly led the transaction.
Davis Polk has advised the joint global coordinators (Citigroup Global Markets Ltd, Standard Chartered Bank, ICBC International Capital Ltd), and the initial purchasers (which include Citigroup Global Markets Ltd, Standard Chartered Bank and UBS AG Hong Kong Branch), in respect of the Rule 144A/Regulation S offering by CNPC (HK) Overseas Capital Ltd of its US$700 million 3.125 percent guaranteed senior notes due 2016, its US$650 million 4.5 per cent guaranteed senior notes due 2021 and its US$500 million 5.95 per cent guaranteed senior notes due 2041. Partners Eugene C Gregor, Antony Dapiran and John D Paton led the transaction whilst King & Wood advised as to PRC and BVI law. CNPC (HK) Overseas Capital Ltd was advised by Shearman and Sterling as to US and Hong Kong law, by Appleby as to BVI law and by Jun He Law Offices as to PRC law.
Davis Polk has also advised Credit Suisse Securities (USA) LLC and Barclays Capital Inc as initial purchasers in respect of a Rule 144A offering by ReneSola Ltd of US$175 million aggregate principal amount of 4.125 per cent convertible senior notes due 2018. In addition, the firm advised Credit Suisse International as counterparty to a capped call transaction with ReneSola in connection with the convertible senior notes offering. Based in Jiashan, China, ReneSola is a global manufacturer of solar wafers and producer of solar power products. ReneSola’s ADSs are listed on the NYSE. Partners James C Lin, James T Rothwell, Mark M Mendez and Lucy W Farr led the transaction. ReneSola was advised by Latham & Watkins as to US law, Haiwen & Partners as to Chinese law and Harney, Westwood & Riegels as to BVI law. The initial purchasers were advised by King & Wood as to Chinese law.
Hogan Lovells has acted as Hong Kong and New York law counsel to CITIC Bank International as the lender in respect of the financing of the acquisition and delisting from the NYSE of Tongjitang Chinese Medical Company (Tongjitang), a specialty pharmaceutical company in China, by Tonsun International, a Cayman Islands exempted company controlled by Hanmax Investment Ltd and Fosun Industrial Co. The acquisition was originally announced in 1 November 2010 and was completed on 14 April 2011. Tongjitang continued its operations as a privately held company owned solely by Hanmax and Fosun, until it de-listed its US Depository Shares from the NYSE on 21 April 2011. The deal represents the first private transaction to be effected under the new Cayman Islands merger statute. The firm’s team was led by Gary Hamp whilst Walkers served as Cayman Islands legal advisor.
Khaitan & Co has advised Krosaki Harima Corporation, the largest refractory player in Japan, in respect of the acquisition of a 51 per cent stake in Tata Refractories Ltd, the largest refractories manufacturer in India, from Tata Steel Ltd for approximately US$128 million. The deal represents the largest acquisition by a foreign company in the refractories sector in India. Partners Haigreve Khaitan and Zakir Merchant led the transaction.
Khaitan & Co has also advised Mahindra & Mahindra Ltd (M&M) in respect of taking legal action against an infringer for his act of cyber-squatting by acquiring the domain name mahindradealer.com. The transaction involved preparing and issuing a Cease and Desist letter on the infringer; preparing and filing a complaint with the World Intellectual Property Organization (WIPO) Arbitration and Mediation Centre; handling the WIPO proceedings and subsequently receiving a favourable decision for transferring the domain name mahindradealer.com to M&M. Executive director Jose Madan and partner Nikhilesh Panchal led the transaction.
Kim & Chang has represented Byeolnae Energy Co Ltd, a subsidiary of Hanjin Heavy Industries & Construction Co Ltd, in respect of the financing of the construction and operation of a combined heat and power plant to be built in Namyangju-si, Gyonggi-do, Korea. The financing comprises a senior credit facility and a subordinated credit facility, which enable Byeolnae Energy to finance funds of up to KRW240 billion (US$223m). A group of lenders, including The Korea Development Bank, Meritz Fire & Marine Insurance Co Ltd, Dongbu Fire & Marine Insurance Co Ltd, Hanwha General Insurance Co Ltd, Industrial Bank of Korea, KT Capital Corporation, National Agricultural Cooperative Federation, Korea Finance Corporation and Woori Bank, participated in the financing. The transaction, which closed on 29 April 2011, was led by partner Young-Kyun Cho.
Lee & Ko has advised Korean private equity funds KoFC Shinhan Frontier Champ Fund No. 2010-4 PEF and IBK-Autus Green Growth PEF in respect of their acquisitions of redeemable convertible preference shares newly issued by Ilsung Corporation for the aggregate amount of KRW50 billion (US$46.4m) in 28 April 2011. Each investor paid KRW 25 billion (US$23.2m) and received 10.18 percent of the voting rights in the issuer, which is a manufacturer of oil and gas processing equipments used in petrochemical plants. Partner Je Won Lee led the advisory team.
LS Horizon Ltd has advised Solar Power Company Ltd (SPC) in respect of the acquisition for back-door listing of Steel Intertech Public Company Ltd (Steel), a company listed in the Market for Alternative Investment of the Stock Exchange of Thailand. Steel acquired 45 million ordinary shares representing 100 per cent of the total issued shares of SPC for THB450 million (US$15m). Steel paid for the purchase by issuing 450 million new ordinary shares with a par value of THB1 (US$0.033) per share, which is equivalent to the swap ratio of one SPC share per 10 new Steel shares. After completion of the share swap, the stock exchange accepted Steel’s newly issued shares to be tradable from 1 April 2011 onwards. Partner Sawanan Limparangsri led the transaction.
Mallesons has acted for Valad Property Group (VPG) in respect of the proposed acquisition of 100 per cent of VPG for approximately A$700 million (US$754m) by US private equity group Blackstone. The transaction is to be implemented by way of a court ordered scheme of arrangement for the Valad company and an informal trust scheme for the Valad trust. Partners Barry McWilliams and Ken Astridge led the transaction. Gilbert + Tobin, led by partners Peter Cook and Adam Laura, acted for Blackstone and also advised on its acquisition of A$185 million (US$199m) of convertible notes in VPG from Kimco. The acquisition of the convertible notes is not conditional on the scheme.
Mallesons has also acted as legal counsel to Commonwealth Bank of Australia (in various capacities, including arranger, bookrunner, lead manager, seller, interest rate swap provider and liquidity facility provider) and Securitisation Advisory Services Pty Ltd (as manager) in respect of the Medallion Trust Series 2011-1, reportedly the largest Australian dollar denominated RMBS deal ever involving the issue of A$3 billion (US$3.23b) of residential mortgage backed notes. Due to strong investor demand and the quality of the underlying loan portfolio, the initial note issue of A$1 billion (US$1.08b) was upsized to A$3 billion (US$3.23b) following pricing which occurred in 6 April 2011. Partner Paul Smith led the transaction.
Maples and Calder has acted as Cayman counsel to 21Vianet Group Inc, the largest carrier-neutral internet data centre services provider in China, in respect of its IPO of 14.95 million American Depositary Shares on NASDAQ at the public offering price of US$15 per ADS. Morgan Stanley & Co International plc, Barclays Capital Inc and JP Morgan Securities LLC acted as joint bookrunners, whilst Piper Jaffray & Co, William Blair & Company LLC and Pacific Crest Securities LLC acted as co-managers for the offering. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell acted for the underwriters.
Maples and Calder has also acted as Cayman Islands legal counsel in respect of the launch of AIC Asia Opportunity Fund LP. The fund’s investment objective is to achieve, through selected private equity and equity-related investments, rates of return superior to public market investment alternatives, while reducing risk through the diversification of investments within the private equity market. The fund’s target capitalisation is US$150 million and will be capped at US$200 million. Anthony B Webster and Sharon Yap led the transaction whilst Mitsui and Company acted as on-shore counsel.
Paul, Weiss has advised Motorola in respect of the sale of its networks business worldwide, including in Hong Kong and the PRC, to Nokia Siemens Networks BV (NSN), a joint venture between Nokia and Siemens in the network solutions businesses, for US$$975 million in cash. The transaction, which closed on 29 April 2011, involved complex structuring globally, especially in the PRC, and required numerous regulatory approvals, including China anti-monopoly clearance. The transaction was one of the few anti-monopoly review cases in China that entered into third phase review and received approval without conditions. Partner Jeanette Chan led the transaction.
WongPartnership has acted for the majority shareholders and directors of KHC Holdings Pte Ltd (KHC) in respect of a restructuring of its corporate group, including its seven subsidiaries which are collectively worth approximately S$300 million (US$243.7m). The highlights of the restructuring process include the negotiation of the collective sale and collective development of high value real estate properties in Singapore held by KHC Holdings Pte Ltd’s subsidiaries. Partners Manoj Sandrasegara and Smitha Menon acted on the matter.
WongPartnership has also acted for the developer in respect of the review and drafting of the contract documents for a major educational development in Abu Dhabi, UAE. The firm also provided legal assistance and advice in the drafting of the legal and governance structure for the educational institution. The project is valued at about AED4 billion (US$1.09b). Partners Paul Sandosham and Owyong Eu Gene acted on the matter.
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