Deals – 5 November 2009

Allen & Gledhill LLP has advised Deutsche Bank Securities Inc, Barclays Capital Inc, Morgan Stanley & Co Incorporated and Citigroup Global Markets Inc (as representatives of the underwriters) in relation to the IPO recently launched by Avago Technologies Limited on the Nasdaq Global Select Market. Raising gross proceeds of approximately US$745 million, the offering was the second largest IPO in the United States in 2009 at the time of listing. Partners Au Huey Ling, Sharon Wee, Rhys Goh, Sophie Lim and Lim Pek Bur advised.

Allens Arthur Robinson has advised the GPT Group, one of Australia’s largest diversified listed property groups, in respect of its acquisition of additional interests in Highpoint Shopping Centre and Homemaker City in Victoria. The transactions, valued at more than A$200 million (approx US$180.7m), involved GPT acquiring an additional 16.67 percent share in the properties. Sydney-based partners Nicholas Cowie and Tony Sheehan led the firm’s team, with Australian firms Freehills and Arnold Bloch Leibler advising other parties to the transaction.

Allens Arthur Robinson has also acted for the GPT Group in connection with the sale of the Four Points by Sheraton Hotel in Sydney, to a private offshore investor. The deal, which was valued at A$185 million (approx US$167.1m), is a significant part of GPT’s non-core asset sale program and proceeds will go towards reducing the company’s debt. Partner Nicholas Cowie again advised. Baker & Mckenzie and Freehills were also involved.

AZB & Partners has acted for The Tata Power Company Limited in respect of its entry into an exclusive partnership with SN Power to jointly develop hydro-power projects in India and Nepal. The JV partners aim to have 2,000 MW under construction or in operation by 2015, and a total of 4,000 MW by 2020. The JV partners will also establish a jointly-owned services company in India. Partners Bahram N Vakil and Vishnu Jerome led the firm’s advisory team.

AZB & Partners has also acted as domestic counsel for Larsen & Toubro Limited in respect of its Qualified Institutional Placement of over 11.2 million equity shares under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. Partner Shameek Chaudhuri led the firm’s team in advising, whilst Amarchand & Mangaldas & Suresh A. Shroff acted as international legal counsel to lead manager Citigroup Global Markets Limited.

AZB & Partners has again acted for Larsen & Toubro Limited, this time in relation to its offering of US$200 million 3.5 percent convertible bonds due 2014, which are convertible into ordinary shares. Partner Shameek Chaudhuri again advised.

In addition, AZB & Partners has advised Jai Balaji Industries Limited in relation to the company’s recent qualified institutional placement. Macquarie Capital Advisers (India) Private Limited, Motilal Oswal Investment Advisors (P) Limited and Centrum Capital Limited acted as lead managers for the issue. Partners Shameek Chaudhuri and Srinath Dasari advised on the transaction. Khaitan & Co and Jones Day acted as domestic and international legal advisors to the lead managers respectively.

Finally, AZB & Partners has advised Barclays Capital, as dealer manager, in relation to the offering of US$98,750,000 5 percent convertible bonds due 2012 by Subex Limited, which are convertible into ordinary shares. The bond offering was undertaken as a part of the restructuring of FCCBs earlier issued by Subex Limited in 2007. Partner Shameek Chaudhuri led the transaction, whilst Clifford Chance acted as International legal counsel to Barclays Capital. Amarchand & Mangaldas & Suresh A. Shroff & Co advised Subex Limited.

Baker & McKenzie has advised Australian-based Carbon Conscious (CC), which produces carbon credits through planting eucalyptus trees, in respect of negotiations with BP for the use of carbon credits to offset BP’s emissions. A contract for CC to plant 10 million trees was signed on 14 October, with BP able to use the credits for compliance under a future Australian carbon pollution reductions scheme (CPRS). Partners Howard Fraser and Martijn Wilder, who is the global head of the firm’s climate change practice, worked on the deal.

Baker & McKenzie.Wong & Leow has advised Deutsche Bank AG, Singapore Branch (DB) in connection with the proposed S$5.6 billion (US$4b) acquisition of Chartered Semiconductor Manufacturing Ltd (Chartered) by ATIC International Investment Company LLC (ATIC), by way of a scheme of arrangement under Singapore’s Companies Act. DB has been appointed as independent financial adviser to advise the independent directors of Chartered for the purpose of making a recommendation to shareholders in respect of the scheme, and in respect of an offer made by ATIC to acquire all the convertible redeemable preference shares in the capital of Chartered. The firm’s advisory team was led by Ai Ai Wong and Tse-Ling Chua.

Clayton Utz has advised Australian-based skincare company Private Formula International Holdings Pty Limited, which holds the global rights to the Dr LeWinn’s skincare brands, Hissyfit and Revitanail, on its acquisition by US multinational specialty pharmaceutical company Valeant Pharmaceuticals International. Dr LeWinn’s is the highest selling skincare brand in Australian pharmacies, with current annual sales of approximately US$27 million. Perth-based corporate partner Mark Paganin led the firm’s team in advising on the deal.

Clayton Utz has also advised New Zealand’s Kiwibank on its first ever international bond issuance. Sydney-based structured capital markets partner Louise McCoach led the firm’s team in advising on the landmark transaction, which saw Kiwibank establish its A$1 billion (approx US$906.6m) Kangaroo Bond Program under which the bank subsequently issued A$250 million (approx US$226.6m) New Zealand government guaranteed Kangaroo Bonds, upsized from A$200 million. The deal marks the first New Zealand government guaranteed bond deal to be issued into the Australian debt markets.

Clifford Chance has advised Affinity Equity Partners, an independent pan-Asia buyout fund manager, on its US$200 million acquisition of a 94.2 percent stake in Beijing Leader & Harvest Electric Technologies Co Ltd (L&H), one of China’s leading manufacturers of variable frequency drives (a technology which improves the energy efficiency of electric motors). One of the largest private equity buyouts completed in China, the stake was acquired through L&H’s offshore holding company. Beijing-based partner Terence Foo, who led the firm’s advisory team, commented, “Activity in the China private equity market continues to increase post-credit crisis. Whilst most of the activity tends to be minority investments, this transaction will be a reminder that buyout deals are also possible.”

Clifford Chance has also advised Orchard Capital Partners Limited, the Asian management of alternative investment fund Stark Investments, on its acquisition of the firm’s operations in Hong Kong and Singapore. Andrew Whan, head of the firm’s Asian private equity practice, co-led the firm’s advisory team with James Walker, head of Asian funds. This sale marks the first major management buyout of the Asian operations of a major alternative investment fund.

In addition, Clifford Chance has advised the bookrunning mandated lead arrangers in respect of syndicated term and revolving credit facilities worth US$2.4 billion for global supply chain manager Noble Group. The lead arrangers comprised Agricultural Bank of China Limited, Singapore Branch; The Bank of Tokyo-Mitsubishi UFJ Ltd; China Development Bank Corporation, Hong Kong Branch; Commerzbank AG; DBS Bank Ltd; HSBC; ING Bank NV; JP Morgan; The Royal Bank of Scotland plc; Société Générale Corporate & Investment Banking; and Standard Chartered Bank (Hong Kong) Limited. The transaction represents the largest completed US dollar syndicated corporate loan in the Asia-Pacific region for the year to date. Partner Andrew Hutchins led the firm’s team in advising.

Clifford Chance has also advised Singapore-listed Noble Group Limited, which operates in more than 40 countries, on its issue of US$850 million of bonds, the company’s first investment grade issuance. The bonds, which are listed on the Singapore Stock Exchange and which received a BBB- rating (or the equivalent Baa3) by all three major ratings agencies, were issued under Rule 144A to investors in the United States and under Regulation S to international accounts. Partners Connie Heng and Alex Lloyd led the firm’s team in advising.

DLA Piper has recently advised on two IPOs listed on the main board of the Hong Kong Stock Exchange:
• The firm acted as Hong Kong and US counsel to Chinese sportswear company Peak Sports Products Co Ltd, the second sportswear company to be listed on the HKSE this year, in respect of its IPO which raised HK$1.7 billion (approx US$219.3m). The joint sponsors of the IPO were Credit Suisse (Hong Kong) Ltd and CCB International Capital Ltd. Partners Esther Leung (Head of capital markets in Hong Kong) and Stephen Peepels (Head of US capital markets for Asia) led the deal from the firm’s Hong Kong office.
• The firm also advised the joint sponsors, Macquarie Capital Securities Ltd and China Merchants Securities (HK) Co Ltd, in respect of the recent IPO by Shenguan Holdings, a Chinese producer of edible sausage casings, which raised HK$1.24 billion (approx US$159.9m). Partners Jeffrey Mak and Stephen Peepels led the firm’s advisory team.

DLA Piper has also advised the joint global underwriters, CLSA India Limited and JM Financial Consultants Private Limited, in relation to the recent US$102 million qualified institutional placement (QIP) by HCL Infosystems Limited (HCL), one of India’s premier hardware, services and ICT system Integration companies. Partner Stephen Peepels led the firm’s team in advising on the transaction, under which equity shares were sold to a number of US-based and international investors. Peepels commented, “We are seeing a return of appetite for investment in India. Although below the tremendous growth rates experienced two or three years ago, the Indian economy is expanding at a rate this year ahead of any other country except China.”

Dorsey & Whitney has acted as HK counsel to Sino Gold Mining Limited (Sino Gold), which is primarily listed on the Australian Stock Exchange and secondarily listed on the Hong Kong Exchange, in respect of its merger with Eldorado Gold Corporation (Eldorado). Partner David Richardson led the firm’s team in advising of the merger, which was implemented by a share scheme under which Eldorado would acquire all those Sino Gold shares that it did not currently own in return for the issue of Eldorado shares. The merger creates a gold producer with a combined market capitalisation of approximately US$5.9 billion, and a diversified portfolio of assets across China, Turkey and Greece. Allens Arthur Robinson advised Sino Gold on Australian law. Freehills and Linklaters advised Eldorado on Australian and Hong Kong law respectively.

Gilbert + Tobin has advised a syndicate of five banks as lenders to Felix Resources Limited, a leading independent coal exploration and production company. The financing comprised three syndicated facilities (a five-year term loan, a contingent liability facility and a working capital facility), which in total were valued at A$250 million (approx US$226.7m). There was also a separate syndicated leveraged leasing facility valued at approximately A$119 million (approx US107.9m) which will be used to finance mobile equipment leases used in the Moolarben coal project. Felix will use the money to provide additional funding towards the development of its Moolarben coal project and for other general corporate purposes. Banking and Finance partner John Schembri led the firm’s advisory team.

Harry Elias Partnership has acted for leading leisure developer Sentosa Development Corporation in respect of a agreement regarding the 2009 to 2012 editions of the Barclays Singapore Open, a premier world-class professional golf tournament held at Sentosa Golf Cub. The firm assisted with the drafting, negotiation and execution of the agreement, which encompassed arrangements involving cash and venue sponsorship, assignment of broadcast, marketing and intellectual property rights, and mechanisms for commission payment. Partners Michael Palmer, head of the firm’s sports and media practice group, and Koh Tien Hua led the advisory team.

Harry Elias Partnership has also acted for Equinox Offshore Accommodation Limited (EOAL), a Singapore-based company which is listed on the over-the-counter market in Oslo, Norway and which is active within the oil and gas industry, in respect of its issue of US$34.4 million 20 percent senior secured callable bonds due 2010. Partners Claudia Teo and June Ho led the transaction.

JSM has acted for luxury menswear retailer and distributor Trinity Limited (Trinity), which is controlled by parent company Li & Fung Limited, in respect of its recent listing on the Hong Kong Stock Exchange. In connection with the listing, a global offering of shares in the company was launched, the size of which was approximately HK$746 million (approx US$96.2m). Citigroup Global Markets Asia Limited (Citi) and JP Morgan Securities (Asia Pacific) Limited (JP Morgan) are the joint global coordinators, bookrunners and lead managers to the global offering, whilst. Citi, JP Morgan and N M Rothschild & Sons (Hong Kong) Limited are the joint sponsors to the listing. The JSM team included corporate finance partners Patrick Wong and Derek Tsang, and IP/IT partner Rosita Li.

Kim & Chang has advised the lenders, comprising 8 financial institutes, and Korea Development Bank (KDB), as the arranger, in respect of their entry into a 12-year project financing arrangement in connection with Hyundai Steel’s Dangjin industrial gas facility construction project. The project financing deal is worth KRW 193.2 billion (approx US$163.7m). Whilst previously in Korea most project financing was provided in respect of the construction of infrastructure, this project is in effect the first project financing transaction which provides for the construction of industrial plants. Partner Young Kyun Cho advised.

Kim & Chang has represented Credit Suisse Asset Management International Holding Ltd (Credit Suisse) in respect of its divestiture of its 30 percent stake in Woori Asset Management Co Ltd (WAM), the asset management arm of Woori Financial Group. WAM was formerly known as Woori Credit Suisse Asset Management Co Ltd and, following Credit Suisse’s sale of its stake in the company, it has became a wholly-owned subsidiary of WFH. Young-Man Huh and Kevin Todd advised.

Finally, Kim & Chang has advised Standard Chartered First Bank Korea Limited in respect of its subscription of redeemable convertible preferred stock of Eugene Corporation (EC), for a value of approximately KRW 30 billion (approx US$25.4m). The redeemable stock is convertible into shares of EC’s common stock. EC is a company primarily engaged in the production and sale of ready-mixed concrete and asphalt concrete, as well as the construction of residential and commercial properties, and is also the controlling shareholder of the electronics and appliance retailer Hi-mart. Partner Myoung-Jae Chung led the transaction.

Latham & Watkins has represented SearchMedia International Limited (SearchMedia), a leading media company in China, in respect of its acquisition by Ideation Acquisition Corp (Ideation), a publicly traded special purpose acquisition corporation listed on the NYSE Amex. As part of the transaction, Ideation redomiciled from Delaware to the Cayman Islands, and changed its name to SearchMedia Holdings Limited. The transaction, which closed on 30 October 2009, was led by Hong Kong corporate partner David Zhang, along with Los Angeles partner Rob O’Shea.

Latham & Watkins has represented Sterlite Industries (India) Limited (Sterlite), India’s largest non-ferrous metals and mining company, in respect of its US$500 million offering of convertible senior notes with are convertible into Sterlite’s ADSs. The ADSs are listed on the New York Stock Exchange. The bonds have a coupon of 4 percent and a five-year maturity period. Singapore-based partners Rajiv Gupta and Michael Sturrock led the firm’s team alongside New York partner Wiltold Balaban.

Finally, Latham & Watkins has represented Sesa Goa Sesa Goa Limited, India’s largest private sector exporter of iron ore, in relation to its US$500 million offering of foreign currency convertible bonds (FCCBs), which are listed on the Singapore Stock Exchange. The bonds have a coupon of 5 percent and a five-year maturity period. Partners Rajiv Gupta and Michael Sturrock again led the firm’s team in advising, in conjunction with London partner Christopher McFadzean. They were supported by Singapore partner Sin Chei Liang, who advised on the Singapore law aspects of the transaction.

Lee Hishammuddin Allen & Gledhill is advising Delegateam Sdn Bhd (Delegateam), a wholly owned unit of the State Financial Secretary of Sarawak, in respect of its proposed voluntary offer for all outstanding shares in Sarawak Energy Berhad (SEB), the country’s second-largest electricity company. Delegateam offered on 20th October 2009 to buy out other shareholders in SEB at RM2.65 a share, with the estimated cost of the buyout reaching RM 1.43 billion (approx US$417.5m). Partner Ng Leong Huat, head of the firm’s M&A practice group, is leading the team.

Lovells has acted as sole transaction counsel on the first Sukuk issued today by the International Finance Corporation (IFC), a member of the World Bank Group. The IFC Sukuk, which is a dollar-denominated $100 million non-amortizing issue with a five-year maturity, will be dual-listed on the Nasdaq Dubai and Bahrain stock exchanges. Given the quality of IFC’s Aaa credit, and IFC’s credentials as a member of the World Bank Group, the landmark transaction is expected to help develop the emerging Sukuk market. Lars Thunell, IFC Executive VP and CEO, has commented, “The Sukuk is an innovative way for IFC to create opportunities for Islamic investors who want to make a positive social impact…. It also supports the World Bank Group’s goals to integrate the Arab world into the global economy and offer greater opportunities for its people.” The joint lead managers for the Sukuk were HSBC Amanah, Dubai Islamic Bank, Kuwait Finance House Bahrain, and Liquidity Management House. The firm’s team was led by Rahail Ali, global head of Islamic finance.

Lovells has also acted as English law and Sharia structuring advisors to Kuwait Energy Company (KEC), one of the largest independent exploration and production companies in the Middle East, in respect of a US$50 million Sharia-compliant financing from the IFC. The proceeds of the financing will be utilised for the development and exploration of KEC’s oil and gas assets in Egypt and Yemen. The transaction is the first occasion upon which IFC has provided finance to a Kuwaiti oil and gas company and represents the dedication of all parties involved to ensure that the commercial requirements of this unique class of financing was compatible with Sharia principles. The firm’s team was led from London by partner Matthew Andrews, who was assisted by Dubai-based partner Rustum Shah. IFC was represented by Fulbright & Jaworski.

Finally, Lovells has acted as lead counsel to the senior lenders – ABN AMRO, ING and BNP Paribas – on their disposal of interest in Sincere Watch Limited and equity participation in the acquiring consortium for approximately S$113 million (approx US$80.8m). The Lovells team was led by partner Neil McDonald.

Mallesons Stephen Jaques has acted on two single bookbuild Accelerated Renounceable Entitlement Offers:
• The firm has acted for the underwriters, Macquarie Capital Advisers and RBS Equity Capital Markets, in respect of an entitlement offer to raise A$294 million (approx US$266.2m) for Macquarie Media Group (MMG). Partners David Friedlander and Shannon Finch led the firm’s advisory team. The firm also advised Macquarie Capital Group in relation to other recently announced initiatives, being the internalisation and corporatisation of MMG, both which are subject to future securityholder approval. Partners Susan Hilliard and Greg Golding advised on the internalisation.
• The firm has also acted for the CSR A$375 million Simultaneous Accelerated Renounceable Entitlement Offer (SAREO) and demerger announced earlier this week. Jason Watts led the firm’s team acting for CSR.

Mallesons Stephen Jaques has also acted for the joint lead managers – JP Morgan, Goldman Sachs JBWere and Deutsche Bank – on an A$700 million (approx US$633.9m) capital raising announced by ING Infrastructure Fund (IIF). The fully underwritten capital raising comprises an accelerated non renounceable 1-for-1 entitlement offer to raise approximately A$544 million, and an institutional placement to raise approximately A$156 million. Partners John Sullivan and Shannon Finch advised on the capital raising, which is designed to repay debt and strengthen IIF’s balance sheet.

Milbank, Tweed, Hadley & McCloy LLP has advised the underwriters – Citigroup, Credit Suisse and JP Morgan – in connection with the US$750 million offering of global depositary shares (GDSs) and convertible notes by India’s Tata Motors Limited, which closed this month. The proceeds of the offering, which was a combined offering of US$375 million GDSs and US$375 million 4 percent convertible notes due 2014, will be used to assist Tata Motors in paying for its 2008 acquisition of Jaguar and Land Rover from Ford Motor Co. The firm’s advisory team included partners Naomi Ishikawa in Singapore and Tom Siebens in London. Sullivan & Cromwell and AZB & Partners represented the issuer, whilst Amarchand & Mangaldas & Suresh A. Shroff & Co acted as Indian counsel to the underwriters.

Milbank, Tweed, Hadley & McCloy LLP has also represented Hong Kong-listed Lumena Resources Corp, which produces thenardite for use in the production of powder detergents, dyes, textiles and pharmaceutical products, in relation to its US$250 million Rule 144A high yield bond. The transaction marks the first of its kind by a debut issuer in the Asian non-investment grade market in more than two years. The bond matures in 2014 and has a 12.25 percent yield. The bookrunners on the offering were BOC International, Credit Suisse and Deutsche Bank. Partners Anthony Root and Joshua M. Zimmerman advised. Lumena was also advised by Li & Partners (Hong Kong counsel), Grandall (PRC counsel), and Appleby (Cayman/BVI counsel), whilst Shearman & Sterling and Jun He advised the underwriters as US and PRC counsel respectively.

Finally, Milbank, Tweed, Hadley & McCloy LLP and Stamford Law Corporation have both represented PT Adaro Indonesia (PT), the principal subsidiary of PT Adaro Energy, in respect of its US$800 million high-yield bond offering which closed late last month. The offering consisted of US$800 million 7.625 percent guaranteed senior notes due 2019, unsecured but unconditionally and irrevocably guaranteed by PT Adaro Energy Tbk, with a Rule 144A, Reg S issue on the Singapore Stock Exchange. The transaction marks Indonesia’s largest corporate US dollar bond and its first 10-year private sector bond offering. Milbank’s deal team was led by Anthony Root, who is head of the firm’s corporate practice in Asia, whilst director Soh Chun Bin led the team from Stamford Law. . Hendra Soenardi acted as Indonesian counsel to PT, whilst Latham & Watkins and Lubis, Ganie & Surowidjojo advised the underwriters on US and Indonesian law respectively.

O’Melveny & Myers has represented Credit Suisse Securities (USA) LLC and UBS AG as joint bookrunners, and BofA Merrill Lynch as co-manager, in relation to the US$248.4 million IPO of American Depositary Shares (ADSs) by China Real Estate Information Corporation (CRIC), a leading provider of real estate information and consulting services in China. CRIC sold 20.7 million ADSs, a figure which includes 2.7 million ADSs sold when the underwriters exercised their over-allotment option in full. One unique aspect of the transaction concerned the fact it involved a carve-out listing of the subsidiary of an already US-listed parent. In connection with the offering, CRIC also acquired the online real estate business of China’s leading internet portal SINA Corporation. The firm’s team was led by Beijing partner David Roberts, and included Shanghai partner Kurt Berney who provided support.

Orrick, Herrington & Sutcliffe LLP has advised Comtec Solar Systems Group Limited (Comtec), a China-based manufacturer of high-quality monocrystalline solar ingots and wafers, in relation to its US$67 million IPO of 250 million shares (before exercise of the over-allotment option) on the Main Board of the HKSE, with international share placements under Rule 144A and Regulation S. The listing took place on October 30, 2009. Comtec, which markets its products to customers in Canada, Germany, India, Singapore, Taiwan, Thailand and the US, is raising capital to expand its production capacity, purchase raw materials and invest in R&D efforts. Partners Edwin Luk and David Cho led the firm’s advisory team.

Paul, Hastings, Janofsky & Walker has advised Morgan Stanley as the sole bookrunner in the HK$1.62 billion (approx US$208m) Hong Kong IPO and global offering of Yuzhou Properties Company Limited (Yuzhou Properties), a leading property developer in China’s Fujian province. The listing comprised a Hong Kong public offer and an international offering, including a placement under Reg S/Rule 144A. Capital markets partners Raymond Li and Sammy Li led the firm’ team, with the US capital markets team led by Neil Torpey, chair of the firm’s Hong Kong office.

Rodyk & Davidson LLP has acted for Overseas Union Enterprise (OUE) in relation to the sale of its freehold residential site at 21 Angullia Park, formerly known as The Parisian, to China Sonangol Land for S$283 million (approx US$202.4m). The transaction was led by corporate partner Jacqueline Loke, who was supported by partner Terence Lin.

Stamford Law Corporation is acting as legal counsel to the Financial Advisor in C2O Holdings Limited’s (C2O) proposed takeover of Swissco International. The firm is also the Sponsor to Catalist-Listed C2O, a Singapore based marine company providing offshore support vessels to the oil & gas industry. The total value of the proposed takeover is approximately S$175 million (US$124 million) and, if successful, will be the first takeover of a SGX Mainbord-listed company by a Catalist-listed firm. The Sponsor team is being led by director Yap Lian Seng.

Stamford Law Corporation has also represented Coaltrade Services International Pte Ltd (Coaltrade), the indirect wholly-owned subsidiary of PT Adaro Energy Tbk (Adaro Energy), in relation to a US$500 million amortising revolving credit facility granted to PT Adaro Indonesia, another subsidiary of Adaro Energy. Coaltrade, the rapidly developing coal trading arm of Adaro Energy, acted as a guarantor of the financing, whilst DBS Bank Limited acted as the facility agent. Director Yap Wai Ming led the transaction.

WongPartnership LLP has acted for The Baring Asia Private Equity Fund IV LP (Baring) in relation to the acquisition of more than 117 million ordinary shares in Hsu Fu Chi International Limited by Star Candy Ltd, a wholly-owned indirect subsidiary of Baring Private Equity Asia IV Holding (12) Limited. The shares were purchased from Transpac Nominees Pte Ltd for an aggregate consideration of approximately US$130.3 million. Partners Ng Wai King and Linda Wee led the transaction.