|Baker & McKenzie has advised Property Funds Australia (PFA) as responsible entity for the PFA Diversified Property Trust on its A$52 million structured acquisition and new management agreement of the Hotel Grand Chancellor Perth. This is the Trust’s second hotel acquisition following their acquisition of the CitigateMelbourne. The four-star hotel, comprising 278 guest rooms, is located close to Perth’s central business district. The hotel will now be managed by Mirvac Hotels Pty Limited as the Citigate Perth and will undergo an extensive refurbishment.
Clifford Chance has advised Cerberus Asia Capital Management on its equity investment and financing commitment to specialist civil structural engineering, infrastructure, alternative energy and building contractor, HKC (Holdings) Limited. HKC holds premium property development projects in Shanghai, Tianjin and Nanxun.
Clifford Chance has advised Citigroup Global Markets Limited in connection with the issue of US$80 million Zero Coupon Convertible Bonds due 2012 by Core Projects & Technologies Limited. Core Projects & Technologies Limited is an information technology service provider listed on the Bombay Stock Exchange.
Clifford Chance has advised CVC Capital Partners Asia Pacific Ltd on its public-to-private MBO of Taiwan-listed Nien Made Enterprises, the world’s largest manufacturer of window-blinds, for US$547 million and Billion Coins Development Ltd, a Hong Kong holding company of a PRC curtains business, for US$193 million.
Clifford Chance has advised International Power plc on its agreement to acquire the 648MW Trinergy wind portfolio in Italy and Germany for an enterprise value of EUR1,839 million. The portfolio is currently owned by private investors connected with the Matrix Group and CJS Capital Partners. The Trinergy assets are located in Italy and Germany. The cash consideration of EUR868 million will be funded by non-recourse acquisition debt of EUR300 million and current liquid resources of EUR568 million from International Power.
Clifford Chance is advising Mobile Telecommunications Company KSC consortium on its US$6.2 billion financing for the 3rd GSM mobile services license in Saudi Arabia. The initial financing (for 80 percent of the aggregate license fee) was required to be completed within 21 days of formal notification from the Saudi telecoms regulator that the consortium bid was successful. The remaining 20 percent will be completed in the coming months through an initial public offering of the license company.
Clifford Chance has advised Qatar National Bank SAQ as the borrower on a US$1.75 billion facility. The facility was arranged by Barclays Capital and RBS and is the largest ever loan facility to a bank in the region.
Clifford Chance has advised 3i Group plc on the acquisition of Deutz Power Systems GmbH & Co KG from Deutz AG for EUR360 million. Deutz Power Systems GmbH & Co KG is one of the leading suppliers of diesel and gas engines used for energy conversion.
Fried Frank represented Dow Jones in its US$$5 billion buyout by News Corp. Under the terms of the agreement, News Corp would buy all the outstanding shares of Dow Jones’s common and class B stock for US$60 per share in cash. The deal allows a limited number of Dow Jones stockholders the choice of receiving equity units in a News Corp subsidiary that will hold Dow Jones. Those units will be exchangeable for shares of News Corp’s Class A common stock. In connection with the buyout, News Corp will establish a special committee comprised of five distinguished journalists or community leaders who will oversee the editorial and journalistic independence and integrity of The Wall Street Journal and other Dow Jones publications.
Heller Ehrman has represented Placement Agent Roth Capital partners LLC in two recent PIPE transactions for issuers with Chinese operations and assets. This is the second set of successful transactions the firm has assisted Roth within this year. In the first transaction, China Agritech, Inc (OTC Bulletin Board: CAGC.OB), a leading liquid fertilizer manufacturer in China, raised approximately US$15 million by selling 29 percent of its new shares. China Agritech intends to use the majority of the proceeds to add organic granular fertilizer to its product lines and construct a granular fertilizer line in each of its new factories, located in Hebei, Anhui, Chongqing and Xinjiang. In the second transaction, Ritar International Group Limited completed its reverse takeover of Concept Ventures Corporation (OTC Bulletin Board: CRTP.OB) and simultaneously completed a PIPE transaction to raise US$12.3 million.
Khaitan & Co has advised Kolte Patil Developers Pvt Ltd (KPDL) in relation to all aspects of their Initial Public Offering. The total issue size is INR 600 – 700 crores approximately (US$170 million approximately). The scope of work includes conducting the due diligence, drafting and commenting on the draft prospectus, drafting the related agreements and documents and advising on various nuances of the transaction.
Khaitan & Co has acted as the Domestic Legal Counsel to the Book Running Lead Managers (BRLMs) Motilal Oswal Investment Advisors Pvt Ltd (MOIAPL) in relation to the Initial Public Offering of Zylog Systems Limited. The scope of work includes conducting the due diligence, drafting and commenting on the draft prospectus, drafting the related agreements and documents and advising on various nuances of the transaction.
Khaitan & Co has advised Tommy Hilfiger as the Indian Legal Counsel in relation to the closure and transfer of Tommy Hilfiger’s operations in India pursuant to its global sale of sourcing operations to Li & Fung, headquartered in Hong Kong. Tommy Hilfiger has a significant market share in the US and a large European business in the Textile & Apparels industry. It is present across categories including women’s wear, denim and children’s wear. Li & Fung is a buying agency for consumer goods with its headquarters in Hong Kong and a network of over 70 offices in 40 countries. Tommy Hilfiger sold its entire global sourcing operations to Li & Fung for US$247.8 million. This is the biggest deal made by Li Fung.
Lovells Lee & Lee in Singapore has acted as lead counsel for ICICI Bank Limited and Barclays Capital as joint lead arrangers in its arranging of a US$300 million secured syndicated term loan facility to Jet Airways (India) Limited, which the airline used to fund its purchase of 10 Boeing aircraft and 10 Airbus aircraft. The syndicate of lenders was comprised of 10 banks.
Morrison & Foerster has represented Abax Global Opportunities Fund in connection with its US$33 million (HK$260 million) investment in China Water Industry Group Limited, a Hong Kong listed company, through subscription of convertible bonds. UBS AG acted as the placing agent. The investment provides additional capital for China Water Industry to develop and expand its water supply and sewage treatment related business in China. The Abax Global Opportunities Fund was launched in early July of this year with US$300 million (HK$2.34 billion) in assets under management in one of Asia’s biggest ever hedge fund launches. The fund has been reported to have investor demand of more than US$127.7 million (HK$1 billion) for the first year.
O’Melveny & Myers has represented China Real Estate Opportunities Limited (CREO) and its affiliates in the following three acquisitions of investment properties in Shanghai, China (and their bank financings): (a) 4.15 billion renminbi (approximately US$535 million, subject to adjustment) acquisition of, among others, Phases 1, 2 and 3 of the City Centre development, a high-end mixed-use property with office, commercial and residential components; (b) 1.10 billion renminbi (approximately US$142 million, subject to adjustment) acquisition of the Central Plaza investment property, a centrally located office building; and (c) US$51.25 million (subject to adjustment) acquisition of the Treasury Building (formerly known as the Park Centre development), a high-end office building in a prime location.
Paul, Hastings, Janofsky & Walker LLP (Paul Hastings) has advised JPMorgan Chase Bank Berhad and JPMorgan Chase Bank NA as lead arrangers of financing for CVC Asia Pacific Limited’s buyout of Genting Sanyen’s paper and packaging business for RM745 million (US$215 million). Genting Sanyen Industrial Paper Sdn Bhd is the largest integrated paper and corrugated carton manufacturer in Malaysia, based on tons of paper sold. The combined capacity of its two paper mills represents 30 percent of Malaysia’s total industrial brown paper output and the company has an estimated 15 percent market share in Malaysia.
Paul, Weiss has represented South Korea’s top construction and machinery equipment company Doosan Infracore Co Ltd (Doosan) in its deal to acquire Bobcat, the world’s top compact construction equipment firm, and two other units from US industrial conglomerate Ingersoll-Rand Co Ltd. Paul, Weiss acted as international counsel for Doosan in this US$4.9 billion deal which is the largest foreign purchase to date by a South Korean company. The Paul, Weiss attorneys on the deal included corporate partners.
Sullivan & Cromwell LLP has represented HSBC China Dragon Fund, a closed-end investment fund that focuses on investing in listed companies established or operating in the People’s Republic of China, in its initial public offering and Hong Kong Stock Exchange listing of 371,910,000 units. The aggregate size of the offering (including the over-allotment option) was approximately US$478 million. The IPO consisted of a public offering and listing in Hong Kong, a Regulation S offering outside the US, and an unregistered offering in the US to QIB-QPs in reliance on Rule 144A and Section 3(c)(7) of the US Investment Company Act of 1940. The Hongkong and Shanghai Banking Corporation Limited was the lead underwriter of the IPO.
WongPartnership has acted for JP Morgan (SEA) Limited, Citigroup Global Markets Singapore Pte Ltd and DBS Bank Limited as Joint Underwriters and Bookrunners in the initial public offering of shares in Ascendas India Trust, Singapore’s first listed Indian property trust, comprising an international placement under Regulation S, which raised gross proceeds of approximately US$363.31 million.
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