Deals – 6 August 2014

Allen & Gledhill has advised Temasek Financial (I) Ltd and Temasek Holdings (Private) Ltd in respect of the update of its US$15 billion guaranteed global medium term note programme which is unconditionally and irrevocably guaranteed by Temasek Holdings. Partners Yeo Wico, Jeanne Ong and Sunit Chhabra led the transaction.

Allen & Gledhill has also advised CBRE Global Investors in respect of the S$172 million (US$138m) share sale divestment of the office building Anson House in Singapore to European fund manager SEB Investment GmbH. Partners Lyn Wee, Tan Boon Wah and Lim Chong Ying led the transaction.

Appleby has acted as Cayman counsel for Times Property Holdings Ltd in respect of the issuance of 10.375 percent RMB900 million (US$145.35m) senior notes due 2017. The net proceeds from the issuance will be used to refinance its existing debt. Earlier this year, the firm also acted for Times Property in its issuance of 12.625 percent US$225 million senior notes due 2019. Hong Kong corporate partner Judy Lee led the transaction whilst Sidley Austin advised as to Hong Kong and US laws and Commerce & Finance Law Offices advised as to PRC Law. Davis Polk & Wardwell and King & Wood Mallesons advised the initial purchasers as to US and PRC laws, respectively.

Ashurst Hong Kong has advised ITOCHU Corp in respect of the implementation of a strategic alliance with Charoen Pokphand Group Company Ltd (CPG), one of the leading conglomerates in Asia. ITOCHU is one of Japan’s leading trading companies present in approximately 130 places in 67 countries. The strategic alliance involves developing joint opportunities and initiatives in the non-resource sector as well as animal feed, livestock and marine-related areas; a capital contribution by CPG of approximately US$1 billion in ITOCHU resulting in a shareholding of approximately 4.9 percent (based on number of shares pre-announcement); and acquisition by ITOCHU of 25 percent of CPG’s HKSE-listed investment holding company CP Pokphand Co Ltd for approximately US$795 million. Hong Kong managing partner Robert Ogilvy Watson led the transaction whilst Mori Hamada & Matsumoto advised on Japanese law. CPG was advised by Morrison Foerster (Hong Kong and Tokyo).

AZB & Partners has advised Mauritius-based Bluewater Investment Ltd, an investment holding company owned by global private equity firm Warburg Pincus, in respect of making a notification to the Competition Commission of India for its share acquisition and subscription of 32.29 percent stake in Laurus Labs Pvt Ltd, a company mainly into manufacture of active pharmaceutical ingredients. On 3 July 2014, the Commission approved the purchase which would be done by subscribing to compulsorily convertible preference shares of Laurus as well as acquisition of fully paid up equity shares/preference shares from certain existing shareholders. Partner Essaji Vahanvati led the transaction.

AZB & Partners has advised WestBridge Capital in respect of the acquisition of over 30 percent equity in Vistaar Financial Services Private Ltd for approximately INR1.5 billion (US$24.54m) by Elevar Equity, ICP Holdings, ON Mauritius and WestBridge. WestBridge has individually invested approximately INR1 billion (US$16.36m) to acquire approximately 24.6 percent shares in Vistaar. Partner Srinath Dasari led the transaction which was completed on 20 May 2014.

Baker & McKenzie has advised Minsheng Financial Leasing Co Ltd in respect of its first business jet financing supported by The Export and Import Bank of the United States (US Exim Bank) as guarantor of the loan, with Apple Bank as lender. The deal marked the first transaction where a Chinese leasing company was able to finance a business jet supported by US Exim Bank. It is also reportedly the largest deal US Exim Bank has ever done for Gulfstream aircraft. The deal opened up an additional channel for the Chinese leasing companies, particularly those with business jets in their portfolio, to fund their aircraft purchases. Shanghai-based Banking & Finance partner Harvey Lau led the transaction.

Baker & McKenzie has also advised EQT Partners, as investment advisor to the EQT Mid Market Fund, in respect of its acquisition of a majority stake in Dataflow Verification Services Ltd from the founders. Following the acquisition, Dataflow’s founders and management team will remain significant minority shareholders and will further invest alongside EQT through a management participation program. Headquartered in Hong Kong, Dataflow is a leading provider of compliance and credential verification services to governments, government-sanctioned authorities and private institutions. Hong Kong-based corporate partner Tracy Wut, with Dubai-based corporate partner Tom Thraya, led the transaction.

Cheung & Lee, in association with Locke Lord (HK), has represented Achieve Prosper Capital Ltd, a subsidiary of Liaoning Shihua (Group) Property Development Ltd, in respect of its HK$185 million (US$23.87m) acquisition of 52.94 percent of the shares and subscription for HK$75 million bonds convertible into shares of HKSE-listed Starlight International Holdings Ltd for HK$260 million (US$33.5m). The deal triggered a mandatory unconditional general offer obligation on Starlight for acquiring all the shares not already owned by itself and parties acting in concert with it. The general offering closed on 21 July 2014. Hong Kong partner Alfred Lee led the Locke Lord deal team. Troutman Sanders advised Starlight International Holdings.

Clayton Utz is advising ASX-listed Nido Petroleum Ltd in respect of the A$120 million (US$111.74m) recommended off-market conditional cash offer by BCP Energy International Pte Ltd (BCPE), a wholly-owned subsidiary of Stock Exchange of Thailand-listed The Bangchak Petroleum Pubic Company Ltd. The offer follows BCPE’s agreement to acquire a relevant interest in Nido of approximately 19.66 percent from Petroleum International Investment Corp, a major shareholder of Nido. Nido is a South East Asian focused oil and gas exploration and production company whose primary focus is in the North West Palawan Basin in the Philippines and the Penyu and West Natuna basins in Indonesia. Perth corporate partner Mark Paganin led the transaction.

Clifford Chance has advised KIRKBI Invest A/S in respect of the development of a new LEGOLAND® theme park in Nagoya, Japan. The project is estimated to cost US$320 million and is scheduled to open in 2017. KIRKBI Invest A/S is a wholly-owned subsidiary of KIRKBI A/S, the holding and investment company of the Kirk Kristiansen family, the founders of the LEGO® toy business and the majority owners of the LEGO Group. KIRKBI will help finance the development of the park which will then be leased to and operated by Merlin Entertainments, which also runs LEGOLAND® parks in Denmark, UK, Germany, US and Malaysia. Sumitomo Mitsui Baking Corp will provide debt financing. Partners Eiichi Kanda and Leng-Fong Lai led the transaction.

Colin Ng & Partners has acted for Yamato Holdings Co Ltd, Japan’s largest integrated logistics company famous for TA-Q-BIN door-to-door delivery service, in respect of the acquisition by Yamato Asia Pte Ltd, Yamato Holdings’ subsidiary in Singapore, of Tidiki Express (Pte) Ltd, operator of an emergency delivery network within Singapore. The transaction forms part of the expansion of Yamato Holding’s business in Southeast Asia. Yamato Asia acquired 85 percent of Tidiki’s enlarged equity. Partner Bill Jamieson led the transaction whilst Matsuo & Namba, led by partner Shuichi Namba, acted as Japanese counsel.

Davis Polk has advised Barclays Bank PLC and Citigroup Global Markets Inc as initial purchasers in respect of a Rule 144A/Regulation S offering by Rolta Americas LLC, a wholly-owned subsidiary of Rolta India Ltd, of US$300 million 8.875 percent high-yield notes due 2019. Rolta India is a technology company headquartered in India with operations in 40 locations worldwide. It provides innovative IT solutions for various federal, state and local governments, defense and security agencies and utilities, as well as financial services, manufacturing, retail and health care companies. Partners William F Barron and John D Paton led the transaction. Rolta India was advised by DLA Piper as to US, English, UAE and Dutch laws. The initial purchasers were advised by Trilegal as to Indian law.

Dhir & Dhir Associates has advised the consortium of lenders led by Power Finance Corp Ltd in respect of the INR2.025 billion (US$33.15m) rupee loan facility sanctioned by them to Dans Energy Private Ltd for part-financing the cost overrun of its proposed 96 MW (2×48 MW) Jorethang Loop Hydro Electric Project on Rangit River in South/West District of Sikkim, India. The firm has earlier advised the consortium on the INR 6.84 billion (US$ 112m) rupee loan facility sanctioned by them for the aforesaid project. The total project cost is INR11.82 billion (US$ 193.53m). Girish Rawat led the transaction.

Drew & Napier has acted for Swissco Holdings Ltd in respect of its proposed acquisition of Scott and English Energy Pte Ltd, a fast-growing international rig owner, for S$285 million (US$228.66m) to be satisfied by the allotment and issue of shares in Swissco Holdings, a leading marine service provider for shipping and offshore oil and gas industries listed on the Mainboard of the SGX-ST. The transaction constitutes a very substantial acquisition under Chapter 10 and an interested person transaction under Chapter 9 of the Listing Manual. The deal is akin to a reverse takeover, save that there is no change of control. As a result of the proposed acquisition, Swissco Holdings will expand upstream into the offshore rig chartering business. Director Lam Shiao Ning led the transaction which was completed on 30 July 2014.

Duane Morris & Selvam has represented Spackman Entertainment Group Ltd in respect of its IPO in Singapore and its listing on the Catalist board of the SGX. Spackman is the first Korean entertainment company to conduct its IPO in Singapore. Its shares were listed on the Catalist board of the SGX on 22 July 2014. The IPO comprised the allotment of 50 million new shares by the company and the sale of 19.44 million shares by existing shareholders. The total gross proceeds from the IPO were S$18.05 million (US$14.5m). Following the IPO, Spackman has a market capitalisation of S$102.78 million (US$82.46m). Through its subsidiaries, Spackman primarily produces, presents and invests in theatrical films and also invests into companies and film investment funds involved in the entertainment industry. PrimePartners Corporate Finance Pte Ltd was the issue manager, sponsor and placement agent of the IPO. Managing Director Arfat Selvam and Director Jamie Benson led the transaction.

J Sagar Associates has acted as sole Indian counsel for ONGC Videsh Ltd in respect of the issue of US$750 million 3.25 percent notes due 2019, US$750 million 4.625 percent notes due 2024 and €525 million (US$705m) 2.75 percent notes due 2021, guaranteed by Oil & Natural Gas Corp Ltd. The issue was the largest and first dual- currency Reg S issuance from Asia and from India, apart from being the first- ever euro issuance by a quasi- sovereign corporate. The issue was a benchmark transaction in terms of size, tenors, currency mix and pricing. The joint lead managers to the issue were BNP Paribas, Citigroup Global Markets Ltd, Deutsche Bank AG, The Royal Bank of Scotland plc and Standard Chartered Bank. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

J Sagar Associates has also advised Financial Technologies (India) Ltd (FTIL) in respect of the sale of its 15 percent stake in Multi Commodity Exchange of India Ltd (MCX) to Kotak Mahindra Bank Ltd for INR459 crores (US$75.28m). FTIL has entered into a share purchase agreement with Kotak. FTIL has been divesting its shareholding in MCX, a commodity futures exchange which operates within the regulatory framework of the Forward Contracts (Regulation) Act 1952. The transaction, which is subject to applicable regulatory approvals, culminates majority of the divestment process initiated by FTIL. Partners Berjis Desai, Somasekhar Sundaresan and Vikram Raghani led the transaction. Kotak Mahindra Bank was represented by Amarchand Mangaldas Mumbai.

Jones Day has advised Keppel Shipyard Ltd (KSL) in respect of a US$735 million first-of-its-kind Floating Liquefied Natural Gas conversion project. The contract will see KSL convert an existing Moss LNG carrier into the world’s first Floating Liquefaction Vessel over a period of 31 months. The contract also includes an option for conversion of another two similar units. Partner Mike Pollen led the transaction.

Khaitan & Co has advised Omidyar Network in respect of the India leg of the transaction in relation to its investment in Scroll Media Inc USA. Omidyar Network is an investment firm established in 2004. To date, it has committed more than US$290 million to for-profit companies and non-profit organizations that foster economic advancement and encourage individual participation across multiple investment areas. Partner Ganesh Prasad led the transaction with support from Executive Director Daksha Baxi.

Khaitan & Co. and has advised SBS Holdings Inc. in respect of the acquisition of a 66 percent stake in Transpole Logistics Private Ltd, who were advised by Trilegal. The deal will see PE investors Fidelity and Everstone exit the company. Headquartered in Japan, SBS is an international third-party logistics business group. Khaitan & Co. was represented by partner Rajat Mukherjee and Associate Partner Harsh Kumar, who led the transaction with support from Executive Director Daksha Baxi, who advised on Direct Tax aspects and partner Manas Kumar Chaudhuri who advised on the Competition/Anti-trust aspects of the transaction. Trilegal Mumbai Partner Amit Tambe, along with Senior Associate Anjali Menon and Associate Kevin Peter acted for Transpole and the existing investors Everstone and Fidelity.

Latham & Watkins has advised Saudi Arabian Mining Company (Ma’aden), a Saudi-based metals and mining company, in respect of entering into definitive agreements with Barrick Gold Corp to acquire a 50 percent interest in the Jabal Sayid Copper project in Saudi Arabia. Having received Ministry of Petroleum and Mineral Resources in principle approval of the transaction, including the transfer of the mining and exploration licenses to the new joint venture, Ma’aden will invest around US$210 million to acquire a 50 percent share of the project, including all equipment and existing infrastructure free of any encumbrance or debt. The acquisition, announced on 13 July 2014, is expected to close in the third quarter of 2014. Jabal Sayid is the most important copper mine discovered in the Kingdom. The underground mine is reported to have 650 thousand tonnes of reserves. Production at Jabal Sayid is expected to start in the fourth quarter of 2015. London partner Glen Ireland led the transaction.

Latham & Watkins has also advised Aqaba Development Corp (ADC) in respect of the procurement of the third and final construction package for the New Port of Aqaba – the JD50 million (US$70.7m) EPC arrangements for the onshore infrastructure works signed with MID Contracting Company LLC in June 2014. As part of the development of the wider Aqaba Special Economic Zone, the firm also advised ADC on the procurement of the JD46.5 million (US$65.75m) EPC arrangements for the new LNG terminal signed with BAM International Abu Dhabi LLC and MAG Engineering & Contracting Engineering Co in December 2013 and the JD17 million (US$24m) EPC arrangements for the new LPG terminal signed with Butec SAL and Ahmad Yousef Al-Tarawneh & Partners Co in January 2014. Partner Villiers Terblanche led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Tsinghua Unigroup Ltd in respect of its acquisition of RDA Microelectronics Inc, a Cayman company listed on the Nasdaq. RDA is a fabless semiconductor company that designs, develops and markets wireless systems-on-chips and radio-frequency semiconductors for cellular, connectivity and broadcast applications. Tsinghua Unigroup is an operating subsidiary of state-owned Tsinghua Holdings Co Ltd which is funded by Tsinghua University in China. Tsinghua Unigroup acquired all of the outstanding shares of RDA in a Cayman Islands cash merger for US$18.50 per American Depositary Share (equivalent to US$3.08 per ordinary share) for a total purchase price of approximately US$907 million. Partner Greg Knowles led the transaction which was completed on 18 July 2014 whilst Morrison & Foerster, led by partners Christopher Forrester, Michael O’Bryan and Charles Comey, acted as US counsel.

Maples and Calder has also acted as Cayman Islands counsel to Cayman Islands company Broad Greenstate International Company Ltd in respect of its global offering and listing of 214.8 million shares with a par value of HK$0.10 (US$0.013) each on the HKSE. The shares are offered at HK$1.30 (US$0.168) each. The issuer is an integrated landscape architecture service provider in China. Kim Eng Securities (Hong Kong) Ltd acted as sole sponsor and, with BOCOM International Securities Ltd, as joint global coordinators. Partner Christine Chang led the transaction whilst Deacons acted as Hong Kong counsel. Morrison & Foerster acted for the underwriters.

Rahmat Lim & Partners has advised Malaysia Airports Holdings Berhad, through its wholly-owned subsidiary Malaysia Airports MSC Sdn Bhd, in respect of the €209 million (US$280.7m) acquisition of a 40 percent equity stake in each of İstanbul Sabiha Gökçen Uluslararası Havalimanı Yatırım Yapım ve İşletme AŞ and LGM Havalimanı İşletmeleri Ticaret ve Turizm AŞ from GMR Infrastructure Ltd, GMR Infrastructure Overseas Ltd and GMR Infrastructure (Global) Ltd. Partners Wan Kai Chee and Kelvin Loh Hsien Han led the transaction.

Rodyk & Davidson has acted for the lender in respect of the regulatory issues arising out of and in the financing for the S$110 million (US$88.25m) acquisition of Cecil House, a block of 11-storey building at 139 Cecil Street, Singapore with a leasehold term of 99 years commencing from 20 August 1981. The banking facilities were used in connection with the purchase by Shentoncil Pte Ltd of the entire share capital of Ececil Pte Ltd. Upon the completion of the acquisition, Shentoncil Pte Ltd now owns Cecil House through Ececil Pte Ltd which intends to hold the building as an investment for rental and capital appreciation. Real estate partner Norman Ho and corporate partner Jacqueline Loke, supported by corporate partner Nadia Almenoar, led the transaction.

Ropes & Gray has represented Macquarie Greater China Infrastructure Fund, a fund managed by Macquarie Infrastructure and Real Assets, in respect of its investment in JinkoSolar Power Engineering Group Ltd (Jinko Power), a wholly-owned subsidiary of NYSE-listed JinkoSolar Holding Co Ltd, a global leader in the solar PV industry that develops and operates downstream solar power project business. Other investors involved in the transaction include China Development Bank International and New Horizon Capital. Jinko Power entered into separate definitive share purchase agreements with each of the investors for a total investment of US$225 million. Upon completion of the investment, the three investors will hold approximately 45 percent of Jinko Power’s equity interest. Macquarie Greater China Infrastructure Fund’s investment has closed. Private equity partner Gary Li and capital markets partner Victoria Lloyd led the transaction.

Shearman & Sterling is representing Mitsubishi Rayon Co Ltd (MRC) in respect of a share sales and purchase agreement by which MRC will acquire 51 percent of Wethje Holding GmbH, a German company engaged in manufacturing of carbon fiber reinforced plastics parts for automobile applications, with Cross Industries AG, the parent company of Wethje, to strengthen and expand carbon fiber intermediate materials business for automobile applications in Europe. Wethje shall become a consolidated subsidiary of MRC, subject to fulfillment of closing conditions, including approvals by appropriate authorities required in Germany and Austria. Moreover, MRC will build a solid partnership with CROSS by jointly owning Wethje on a long-term basis. M&A partners Alfred Kossmann and Kenneth Lebrun are leading the transaction which was announced on 31 July 2014.

Weerawong, Chinnavat & Peangpanor has advised Thanachart Bank Public Company Ltd, a leading commercial bank in Thailand, in respect of the first Tier 2 convertible debentures issuance in the Kingdom of Thailand. These convertible debentures, valued at β13 billion (US$433.33, if US$ 1 = THB 30), will be used by Thanachart Bank for its Tier 2 regulatory capital purposes and will complement its ability to meet the capital adequacy requirements of the Bank of Thailand in accordance with the framework and guidance of the Basel III Accord. Thanachart Bank also acts as an underwriter. The convertible bonds have been issued to qualified institutional investors and high net worth individuals in accordance with the applicable regulations of the Thai Securities and Exchange Commission. As it is the first of its kind in Thailand for domestic Basel III Tier 2 convertible debentures (without written off/down feature), the Thanachart deal will clear the way for other Thai banks to follow suit. Partners Peangpanor Boonklum and Veeranuch Thammavaranucupt led the transaction.

Weil, Gotshal & Manges has advised JP Morgan, Deutsche Bank and Goldman Sachs in respect of the financing of Hony Capital’s £900 million (US$1.5b) acquisition of Pizza Express from the Gondola Group. Pizza Express is the largest casual dining restaurant operator in the UK. Hony Capital, the China-based buyout fund with US$7 billion assets under management, will work together with the Pizza Express management team to accelerate its expansion in China and continue to grow the UK business. Pizza Express has over 430 restaurants in the UK and 22 sites in China. The bank/bond financing, which is reportedly the largest deal in the European restaurant sector in the past five years, launched on 31 July 2014. Hong Kong finance partner Soo-Jin Shim, Patrick Bright and Mark Donald, supported by London partners James Hogben and Chris McLaughlin, led the transaction.

WongPartnership has acted for Bank of China Ltd Singapore Branch, DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd in respect of the S$615 million (US$493m) facilities to The Trust Company (Asia) Ltd as trustee for Frasers Hospitality Real Estate Investment Trust. Partner Alvin Chia led the transaction.

WongPartnership is acting for Gee-I Investments Pte Ltd, a joint venture among JBE Holdings Pte Ltd, Hai Yong Holdings Pte Ltd and Kai Residences Pte Ltd, in respect of the acquisition of a land parcel at Yishun Street 51 (Parcel B) Singapore, an executive condominium site, for a tender price of approximately S$184.13 million (US$147.7m). Partner Annabel Kang led the transaction.null