Deals – 7 July 2011

Allen & Gledhill is also advising CitySpring Infrastructure Management Pte Ltd, as trustee-manager of CitySpring Infrastructure Trust (CSIT), in respect of CSIT’s S$210.2 million (US$171.2m) rights issue. Temasek Holdings (Private Ltd), through its wholly-owned subsidiary Bartley Investments Pte Ltd, undertook to subscribe to 85 per cent of the rights issue whilst the remaining 15 per cent will be underwritten by DBS Bank Ltd, Goldman Sachs (Singapore) Pte and Morgan Stanley Asia (Singapore) Pte. Partners Prawiro Widjaja and Bernie Lee are leading the transaction. Advising Temasek Holdings (Private Ltd) are partners Lim Mei, Sharon Wee, Lee Kee Yeng and Lynn Ho.

Allens Arthur Robinson has advised public infrastructure investor, developer and operator Plenary Group in respect of a public-private partnership project to deliver Defence Force accommodation at 14 military bases across Australia. The firm advised on its contractual and financial arrangements for Phase 2 of the Department of Defence’s A$900 million (US$962m) Single LEAP project. The agreements were concluded on 28 June 2011. Plenary Group has partnered with a consortium of regional construction firms and ESS Support Services Worldwide to finance, design, construct, operate and maintain 3,015 accommodation units for the 30-year term of the contract. Partners Emma Warren, James Darcy, Anthony Arrow and Leighton O’Brien led the transaction.

Allens Arthur Robinson has also advised GIC Real Estate Pte Ltd, the real estate arm of the Government of Singapore Investment Corporation, in respect of the establishment of an industrial logistics joint venture with Australian residential, commercial and industrial property developer Australand. The JV, which has a target investment value of about A$450 million (US$481m), involved GIC acquiring from Australand an 80.1 per cent indirect interest in an initial portfolio of eight premium industrial assets, sourced from Australand’s existing portfolio. Partner Nicholas Cowie led the transaction.

Clifford Chance has advised the principal investments division of HSBC in respect of its investment in Avitel Post Studioz Ltd. HSBC PI Asia, the Asian division of the bank’s global private equity business, invested US$60 million to acquire a significant minority equity interest in Avitel, a film production and post-production company incorporated in India. Partner Andrew Whan led the transaction.

HopgoodGanim has advised Arrow Energy in respect of its purchase of ERM Power Ltd’s remaining 25.05 per cent interest in and take over of the operations of the Braemar 2 power station for A$66.1 million (US$70.7m). Arrow Energy already held 74.95 per cent after purchasing a 50 per cent interest in 2008 and a 24.95 per cent interest in 2009 in the Queensland plant (the latter from ERM Power). ERM Power led the development of Braemar 2, which began commercial operations in July 2009. Braemar 2 is a 519 MW open cycle gas turbine peaking power station in Queensland. Revenues for the power station are underpinned by an electricity hedge agreement with Origin Energy. Partner Michael Hansel led the transaction.

HopgoodGanim has also advised Buccaneer Energy Ltd in respect of its placement of approximately 194 million ordinary shares to raise A13.5 million (US$14.4m) from institutional and professional investors. The equity raising, which was announced on 4 July 2011, involved the placement of approximately 97 million shortfall shares from the Share Purchase Plan (SPP) and an additional placement of approximately 97 million ordinary shares. The SPP raised an additional A$7.3 million (US$7.8m) and the subsequent placement agreement, combined with the SPP, will raise approximately A$20 million (US$21.4m) for the company. The equity raising will be applied towards the company’s current projects and working capital. Helmsec Global Capital Ltd acted as lead manager. Partner Nicole Radice led the transaction.

Khaitan & Co has advised CESC Ltd and its wholly owned subsidiary Bantal Singapore Pte Ltd (Bantal) in respect of Bantal’s acquisition of a 4.64 per cent stake in Resource Generation Ltd (RGL) for A$10 million (US$10.7m). Concurrently with Bantal’s subscription, ICML has amended the terms of a coal supply agreement executed in September 2010 to significantly increase the coal off-take from RGL’s Boikarabelo mines in South Africa from 38 metric tonnes over 20 years to 138 metric tonnes over 38 years. CESC Ltd and ICML are related companies, part of the RPG Group and engaged inter alia in power generation and mining activities. Partners Haigreve Khaitan and Rajat Mukherjee led the transaction.

Khaitan & Co has also advised the Welspun Group in respect of the proposed investment of approximately US$500 million by funds affiliated with Apollo Global Management LLC in Welspun Corp Ltd, Welspun Maxsteel Ltd and Welspun Infratech Ltd. The US$3 billion Welspun Group has a global leadership position in line pipe and home textiles. Partners Haigreve Khaitan and Anand Mehta led the transaction.

Latham & Watkins has advised Marubeni Corporation (Marubeni) in respect of its joint venture agreement with PT Supreme Energy and GDF Suez SA for the development and construction of a geothermal power plant in South Sumatra, Indonesia. Marubeni acquired a 35 per cent stake in the project. The consortium will develop the geothermal resources in the Rantau Dedap region, construct a 220MW power project, and negotiate the Power Purchase Agreement with the state-owned electricity company PT PLN (Persero). The project, costing approximately US$800 million, is part of the Indonesian government’s second 10,000MW accelerated electricity development program and will contribute to meeting the rising demand for renewable energy. The transaction was led by partner Michael Yoshii.

Majmudar & Co has acted as Indian legal counsel to Bank of India’s London branch, Union Bank of India Hong Kong Branch, Canara Bank London Branch and Export-Import Bank of India in respect of an external commercial borrowing transaction in which the banks extended a term loan of US$73.5 million to Responsive Industries Ltd India for part financing of its proposed expansion project at Boisar, District Thane and to enhance its production capacity in PVC leather cloth segment and vinyl flooring product segment. The transaction was led by partner Akil Hirani.

Majmudar & Co has also acted as Indian legal counsel to Bank of India’s London branch in respect of a term loan facility of US$80 million extended to BVI incorporated company Atlantic Bluewater Services Ltd, a joint venture of Atlantic Bluewater Investments Ltd BVI, Sterling Biotech Ltd India and Sterling Oil Resources Ltd India for the construction of a crude oil off-take terminal at Osemoku, Ndokwa East LGA in Delta State, Nigeria. The transaction was also led by partner Akil Hirani.

Mayer Brown JSM has advised integrated Indonesian energy group PT Indika Energy Tbk in respect of the exchange offer of up to US$185 million of Indo Integrated Energy BV’s 8.5 per cent senior notes due 2012 for Indo Energy Finance BV’s 7 per cent senior notes due 2018, together with simultaneous consent solicitations for the 2012 notes and Indo Integrated Energy II BVs 9.75 per cent senior notes due 2016 and new money issue of US$115 million. The transaction, which involved the simultaneous launch of four related transactions, represented one of the most innovative liability management transactions in Asia this year. Citigroup Global Markets Ltd acted as sole global coordinator whilst Citi, Goldman Sachs, Standard Chartered Bank and UBS were joint lead managers and bookrunners. Partner Jason T Elder led the transaction.

Mayer Brown JSM has also advised Beijing Enterprises Water Group Ltd (BEWGL) in respect of its issue of 1 billion 3.75 per cent senior Renminbi denominated bonds due 2014 and 450 million 5 per cent senior Renminbi denominated bonds due 2016. BEWGL, an HKSE-listed holding company backed indirectly by the Beijing Municipal Government, focuses on water and water treatment in Beijing and other parts of Mainland China. The deal, arranged by BofA Merrill Lynch, DBS Bank Ltd, Goldman Sachs (Asia) LLC, Macquarie, Morgan Stanley and Standard Chartered Bank (Hong Kong) Ltd, was completed on 30 June 2011. Net proceeds from the issue of the “dim sum” bonds will be remitted as shareholder loans to support the financial capital expenditure and general working capital of the issuer’s PRC subsidiaries. The transaction was led by partners Ben Sandstad and Jeckle Chiu.

Minter Ellison has acted as Australian counsel to Chinese agribusiness company COFCO Corporation in respect of its acquisition of control of Tully Sugar Ltd. It now holds more than 60 per cent of the Queensland sugar mill, paying A$44 (US$47) per share. COFCO launched its takeover bid in May 2011. Shareholders in Tully Sugar recently voted to change the company’s constitution to allow a shareholder to own more than 20 per cent. This allowed the COFCO bid to proceed. Partners Marcus Best and Bruce Cowley led the advisory team. McCullough Robertson advised Tully Sugar.

Morgan Lewis has advised Mitsui & Co Ltd in respect of its agreement, through its subsidiary Mitsui E&P Texas LP, with SM Energy Company (SME) to acquire a 12.5 per cent working interest in SME’s Eagle Ford property in Texas, which is approximately 47,000 net acres and includes 39,000 net acres of Eagle Ford Shale. The transaction, valued at approximately US$680 million, was led by partners David Asmus and Michael King whilst TMI Associates, the firm’s joint venture partner in Japan, advised on the Japanese aspects of the transaction.

Nishith Desai Associates has advised Everest Capital (M) Ltd, a Mauritius-based entity registered with SEBI as a foreign venture capital investor and a part of offshore private equity fund Asia Pacific Capital, in respect of its definitive agreements and proposal to acquire a significant stake in Birla Surya Ltd, a part of the diversified conglomerate Yash Birla Group in India. Birla Surya Ltd will undertake construction, development and setting up of a greenfield facility for manufacturing of multi crystalline silicon solar photovoltaic cells, fabrication of multi-crystalline silicon wafers and other related products using solar grade silicon in India.

Nishith Desai Associates has also advised Blackstone GPV Capital Partners Mauritius V-B Ltd in respect of the sale of its stake in SKR BPO Services Private Ltd to UK’s Serco Group for around £385 million (US$616.2m). SKR BPO Services is the holding company of Intelenet, one of the largest companies in the BPO space in India.

Paul, Hastings, Janofsky & Walker has advised the joint bookrunners in respect of Lotte Shopping’s US$900 million dual-currency convertible bond. Lotte Shopping is one of South Korea’s biggest retailers and a market leader in both department stores and discount stores. The deal consisted of US$500 million dollar-denominated bonds and US$400 million yen-denominated bonds, both with a five-year maturity and a three-year put. The transaction marks the largest convertible bond issuance in Asia ex-Japan to date this year. Partners Daniel Kim, David Grimm and Christian Parker led the transaction.

Rajah & Tann has acted as Singapore counsel to SGX ST listed CWT Ltd (CWT), a global provider of integrated logistics solutions, in respect of its acquisition of a controlling stake in MRI Trading AG for approximately US$94 million. Switzerland based MRI Trading engages in marketing copper, zinc, and lead non-ferrous concentrates and metals, as well as gold, molybdenum concentrates, and cobalt concentrates/metals to smelting and processing customers globally. Partners Chia Kim Huat and Danny Lim led the transaction whilst O’Melveny & Myers acted as transaction counsel for CWT. Rued Winkler Partner acted in the legal due diligence of the target whilst KPMG acted for CWT in the financial due diligence of the target.

Rajah & Tann has also advised a syndicate of 12 banks, including Australia and New Zealand Banking Group Ltd, Bank of America NA, The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore Branch and Citibank NA Singapore Branch, as lenders in respect of the S$2.16 billion (US$1.76b) syndicated revolving credit facility to finance SingTel Group Treasury Pte Ltd’s general corporate purposes and to refinance its existing facilities. The credit facility is secured by a corporate guarantee granted by Singapore Telecommunications Ltd. Partner Angela Lim led the transaction which was announced on 30 June 2011. Allen & Gledhill acted as counsel for SingTel.

Shook Lin & Bok’s Singapore office has acted for Employees Provident Fund of Malaysia (EPF) in respect of the joint venture with SGX-listed developer GuocoLand Ltd and its subsidiaries (GLL Group), in relation to GLL Group’s S$3.2 billion (US$2.6b) commercial, hotel and residential land development project at a prime location in the heart of the city centre at Tanjong Pagar, the southern gateway to Singapore’s Central Business District. This is EPF’s first direct property investment deal in Singapore.

Slaughter and May has advised the Hong Kong Monetary Authority in respect of the establishment of the Hong Kong Government’s Hong Kong dollar retail bond issuance programme, and on the first issuance under the programme comprising up to HK$10 billion (US$1.3b) in principal amount of inflation-linked ‘iBonds’ due 2014. The iBonds pay a coupon linked to the Composite Consumer Price Index, are available to retail investors resident in Hong Kong and will be listed on the HKSE. Up to HK$100 billion (US$13b) in principal amount may be outstanding in total at any time under the retail bond issuance programme and the related Hong Kong dollar institutional bond issuance programme. Partner Lisa Chung led the transaction.

Watson, Farley & Williams’s Singapore office has advised Standard Chartered Bank and DBS Bank Ltd as mandated lead arrangers and bookrunners in respect of a US$276 million syndicated financing to ECOM Agroindustrial Asia Pte Ltd and ECOM Agroindustrial Corp Ltd, two members of the multi-national commodities trading group ECOM. Five other members of the ECOM group provided guarantees in support of the facility, which was heavily oversubscribed by a syndicate of 16 banks and upsized from US$125 million. The facility will be used towards the working capital and general corporate purposes of the ECOM group. Partner Josh Clarke led the transactions.

WongPartnership has advised Olam International Ltd in respect of its S$740 million (US$602.5m) three-tranche equity fund raising exercise comprising (i) a S$245.5 million (US$200m) private placement of 94.4 million ordinary shares to institutional and other investors; (ii) a S$249 million (US$203m) pro rata non-renounceable preferential offering of approximately 97.3 ordinary shares to existing shareholders; and (iii) a separate but concurrent S$245.5 million (US$200m) private placement of 94.4 million ordinary shares to an indirect subsidiary of Temasek Holdings (Private) Ltd. Partners Rachel Eng and Colin Ong acted on the matter.

WongPartnership has also acted for DBS Bank Ltd, The Hongkong and Shanghai Banking Corporation Ltd (HSBC Bank) and Standard Chartered Bank in respect of a commercial mortgaged back securitization transaction comprising the issue of US$465 million secured floating rate notes out of an existing S$10 billion medium term note programme and the granting of separate term loan and revolving credit facilities. The transaction serves to refinance the existing notes issued under the same medium term note programme which was in turn the subject of a tender offer conducted by the issuer. Partners Hui Choon Yuen, Rosabel Ng, Goh Gin Ngee, Christy Anne Lim, Carol Anne Tan and Tan Shao Tong acted on the matter.