|Ali Budiardjo, Nugroho, Reksodiputro has advised Mitsui & Co Ltd in respect of the structuring of new subscription of shares by Lippo Group’s affiliated company PT Ciptadana Capital and the additional subscription by Yamaha Motor Group in Indonesian motorcycle financier PT Bussan Auto Finance (BAF). After the share sale valued at approximately IDR350 million (US$28,752), Mitsui now controls 70 percent of BAF, Yamaha Motor controls 20 percent, and Ciptadana holds the remaining 10 percent. Partner Luky I Walalangi advised on the matter.
Ali Budiardjo, Nugroho, Reksodiputro has also represented PT Bank Tabungan Negara (Persero) Tbk as the initial creditor and servicer in respect of the asset-backed securities Danareksa BTN 04-Mortgage Class A issued by A Mutual Fund/Kontrak Investasi Kolektif Efek Beragun Aset Danareksa BTN04-KPR which listed on Indonesia Stock Exchange on 23 December 2013. The custodian of these issuances is PT Bank Mandiri (Persero) Tbk whilst the fund manager is PT Danareksa Investment Management. Partner Freddy Karyadi advised on the matter.
Allen & Gledhill has advised United Overseas Bank Ltd as arranger in respect of the establishment of a S$350 million (US$276m) multicurrency medium term note programme by TEE International Ltd. Partners Margaret Chin and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised Oversea-Chinese Banking Corporation Ltd as the arranger and DB International Trust (Singapore) Ltd as trustee for the holders of the notes in respect of the establishment of a S$300 million (US$236.6m) multicurrency medium term note programme by Mohamed Mustafa & Samsuddin Co Pte Ltd. Partners Margaret Chin, Sunit Chhabra and Daselin Ang led the transaction.
Allen & Gledhill has additionally advised GIC Pte Ltd in respect of the acquisition of a 50 percent stake in Broadgate, a world-renowned business district in London owned by Blackstone Real Estate Partners Europe III and Blackstone Real Estate Partners VI. The remaining 50 percent stake is held by The British Land Company plc, one of the largest REITs in UK. Following the acquisition, GIC and British Land entered into a joint venture agreement. British Land will provide asset management for the JV whilst Broadgate Estates, a wholly-owned subsidiary of British Land, will continue to provide day-to-day property management and occupier services. Partners Richard Young, Tang Siau Yan and Andrew Chan led the transaction.
Amarchand & Mangaldas & Suresh A Shroff Co has advised family-owned private equity fund Invus Group in respect of its investments in Capital Foods Private Ltd. The investment involved the purchase of shares from existing investor Future Consumer Enterprise Ltd, the purchase of shares from promoter Ajay Gupta, and the subscription of shares by Invus Group, through its investing company Artal Asia Pte Ltd. Partner Raghubir Menon led the transaction which closed on 13 December 2013. AZB & Partners, led by partner Alka Nalavadi, advised Capital Foods Private Ltd and Ajay Gupta.
Amarchand & Mangaldas & Suresh A Shroff Co has also advised Global Health Private Ltd (GPHL) and the promoter Dr Naresh Trehan in respect of the issuance of compulsorily convertible preference shares in GHPL to Anant Investments, a Mauritius-based entity of the Carlyle Group. Anant also purchased GHPL equity shares from exiting private equity fund GL Asia Mauritius II Ltd, an entity of the New York-based Avenue Capital Group LLc. After the completion of the transactions, Anant’s shareholding shall stand at a maximum of 27.5 percent on a fully diluted basis. Partner Mrinal Kumar led the transaction which was valued at approximately INR10 billion (US$160.25m) and closed on 18 December 2013. Luthra and Luthra advised Anant whilst Clifford Chance acted as international legal counsel and Latham & Watkins advised on anti-trust issues. GL Asia Mauritius II Ltd was represented by S&R Associates.
Appleby has acted as Cayman Islands counsel to Yi Hua Department Store Holdings Ltd, a long established department store chain based in Shiqi, Zhongshan City, in respect of its listing on the HKSE with net proceeds of approximately HK$84 million (US$10.83m). Yi Hua will use the proceeds for a newly opened department store in Yangjiang, the opening of a new department store in Zhenjiang, the opening of a new department store in Enping, and upgrading its existing information and technology systems. Partner John Melia led the transaction whilst Anthony Siu & Co advised as to Hong Kong law. Peter C Wong, Chow & Chow advised the underwriters as to Hong Kong law.
Appleby has also acted as Cayman counsel for Consun Pharmaceutical Group Ltd in respect of its listing on the HKSE on 19 December 2013 with net proceeds of approximately HK$897.5 million (US$115.75m). Consun will use the proceeds for infrastructure investment, research and development activities and expansion of existing marketing and distribution networks, among others. BOCI Asia Ltd is the sole sponsor and underwriter for the IPO. Partner Judy Lee led the transaction whilst Li & Partners and Jingtian & Gongcheng advised as to Hong Kong law and PRC law, respectively. Eversheds and Jia Yuan Law Offices advised the underwriters as to Hong Kong law and PRC law, respectively.
Appleby has additionally acted as Cayman counsel for China Wood Optimization (Holding) Ltd, which is principally engaged in the processing, manufacturing and sale of processed wood products, in respect of its listing by way of placing on the Growth Enterprise Market of the HKSE on 6 January 2014, with net proceeds of approximately HK$210 million (US$27m). China Wood will use the net proceeds to enhance its production capacity through the acquisition of advanced equipment, repayment of loans, strengthening research and development for new products and expansion of the sales networks, amongst others. Partner Judy Lee led the transaction whilst P C Woo & Co and Commerce & Finance Law Offices advised as to Hong Kong law and PRC law, respectively. Chiu & Partners advised the underwriters as to Hong Kong law whilst Jingtian & Gongcheng advised on PRC law.
AZB & Partners has advised General Atlantic Singapore Fund Pte Ltd in respect of its acquisition of an approximately 22 percent stake in And Designs India Ltd from Future Lifestyle Fashions Ltd and also additional equity from other shareholders. Partner Shuva Mandal led the transaction which was completed on 12 November 2013.
AZB & Partners is also advising SQS Software Quality Systems AG in respect of its acquisition of control and a majority equity stake in Thinksoft Global Services Ltd through a combination of a purchase of shares from the current founders of Thinksoft and a consequent open offer under Indian takeover regulations. Partner Srinath Dasari is leading the transaction which was valued at approximately US$23.8 million and is yet to be completed.
AZB & Partners has additionally advised The Royal Bank of Scotland NV (RBS) in respect of its agreement with The Ratnakar Bank Ltd (RBL) pursuant to which RBL agreed to acquire the banking, credit cards and mortgage businesses of RBS in India. Partner Ashwin Ramanathan led the transaction which was completed on 23 December 2013.
Baker & McKenzie is advising ARA Asset Management (Prosperity) Ltd, the manager of Prosperity Real Estate Investment Trust (Prosperity REIT), in respect of Prosperity REIT’s proposed acquisition of a 25-storey Grade-A office building in Kwun Tong, Hong Kong for approximately HK$1.01 billion (US$141.87m), subject to certain adjustments. The acquisition will be financed by the drawing down of new facilities to be installed as well as Prosperity REIT’s existing revolving credit facility. Partner Milton Cheng, with partners Debbie Cheung and Simon Leung, is leading the transaction.
Bird & Bird has advised UK headquartered company SyQic in respect of its AIM IPO with a market capitalisation of £15 million (US$24.5m) upon admission. Founded in 2004, SyQic is a fast growing OTT provider of live TV and on-demand paid video content for mobile phones and tablets. As of 31 July 2013, SyQic had served over one million end-users across its core markets in Malaysia, Philippines and Indonesia. The group now plans to expand into the UK, Continental European and US markets. Partners Simon Fielder, Colin Kendon and Joanna Teng led the transaction.
Clifford Chance has advised Carlyle Growth Partners IV VP in respect of its US$25 million cornerstone investment in China’s largest death services provider Fu Shou Yuan International Group Ltd, which listed on the HKSE on 19 December 2013. Fu Shou Yuan is one of the first private company entrants into China’s death care services industry when it began operating a cemetery in Shanghai in 1994. The company operates sites in eight major cities across China. Fu Shou Yuan will use the proceeds to acquire land for development and construction of new cemeteries, setting up new funeral facilities in the PRC and expansion of its sales network. Citigroup Global Markets Asia Ltd is the sole sponsor and global coordinator of the IPO. Partner Terence Foo, supported by partner Wendy Wysong, led the transaction. Appleby, led by partner Judy Lee, acted as Cayman counsel for Fu Shou Yuan International Group Ltd whilst Shearman & Sterling advised as to Hong Kong and US laws and Watson & Band Law Offices advised as to PRC law. Paul Hastings and Jingtian & Gongcheng advised the underwriters as to Hong Kong law and PRC law, respectively.
Clifford Chance has also advised NWS Holdings Ltd, the infrastructure and service flagship of New World Development Company Ltd, in respect of its acquisition of shares in Beijing Capital International Airport Co Ltd (BCIA) for approximately HK$2.36 billion (US$304.37m). Upon completion of the share purchase agreement, NWS Holdings will hold approximately 20.38 percent of the total issued H Shares in BCIA, representing approximately 8.84 percent of BCIA’s total issued share capital. BCIA is the world’s second busiest airport in terms of passengers through, exceeding 80 million per annum. Partner Cherry Chan led the transaction.
Davis Polk has advised Kerry Logistics Network Ltd, a leading logistics service provider in Asia, in respect of its spinoff, IPO and listing on the HKSE and an international offering in reliance on Rule 144A and Regulation S. The global offering posted gross proceeds of approximately HK$2.2 billion (US$282m) prior to any exercise of the over-allotment option. Prior to the spinoff, Kerry Logistics was a wholly-owned subsidiary of HKSE-listed Kerry Properties Ltd. BOCI Asia Ltd, Citigroup Global Markets Asia Ltd (Citi), HSBC Corporate Finance (Hong Kong) Ltd and Morgan Stanley Asia Ltd acted as the joint sponsors for the offering. BOCI, Citi, The Hongkong and Shanghai Banking Corporation Ltd and Morgan Stanley were the joint global coordinators, joint lead managers and joint book-runners. CIMB Securities Ltd is also one of the joint book-runners. DBS Asia Capital Ltd and Mizuho Securities Asia Ltd are also joint lead managers. Partners Bonnie Y Chan, Paul Chow and James C Lin led the transaction whilst and Tian Yuan Law Firm advised as to PRC law. Freshfields Bruckhaus Deringer, led by partners Ken Martin and Calvin Lai, advised the underwriters on US federal and New York state legal aspects whilst Deacons and Jian Yuan Law Offices advised as to Hong Kong law and PRC law, respectively.
Davis Polk has also advised True Corporation Public Company Ltd and certain of its subsidiaries in respect of its spinoff of telecommunications infrastructure assets to TRUE Telecommunications Growth Infrastructure Fund, an infrastructure fund established under the laws of Thailand and managed by SCB Asset Management Company. The transaction involved an international offering in reliance on Rule 144A and Regulation S by the fund in connection with its IPO of investment units and listing on the Stock Exchange of Thailand. The investments units were concurrently offered publicly in Thailand and registered with the Securities and Exchange Commission of Thailand. The total gross proceeds from the global offering are approximately β58.1 billion (US$1.76b). The offering is the second-largest IPO in Thailand to date and represents the first telecommunications fund to be established under Thailand’s recent infrastructure fund regime. In the international offering, Credit Suisse (Singapore) Ltd and The Siam Commercial Bank Public Company Ltd (SCB) were joint global coordinators; Bangkok Bank Public Company Ltd, Credit Suisse, Merrill Lynch (Singapore) Pte Ltd, SCB and UBS AG Hong Kong Branch were joint book-runners; and Standard Chartered Securities (Singapore) Pte. Ltd was joint lead manager. Partners William F Barron, John D Paton and Daniel N Budofsky led the transaction. Baker & McKenzie represented True in connection with the spinoff as to Thai law and True, the fund and the management company in connection with the IPO as to Thai law. Linklaters (Thailand) advised the fund and the management company in connection with the spinoff. The management company was advised by Linklaters Singapore as to Singapore law and by Linklaters as to Dutch law. The underwriters were represented by Linklaters as to US law and Linklaters (Thailand) as to Thai law.
DLA Piper has acted as sole international counsel to Power Grid Corporation of India, the largest power transmission company in India, in respect of its US$1.1 billion offering. Citibank, UBS, ICICI, Kotak Mahindra and SBI Capital were the underwriters and global coordinators for the offering. Power Grid is the principal electric power-transmission company in the country. It owns and operates more than 90 percent of India’s electric power transmission systems. The offering was a combination of a government disinvestment (with the Government of India selling a small portion of its existing holding) and the issuance of new equity shares. The offering, which was oversubscribed 6.7 times, was one of the largest equity capital market transaction in India in 2013. Partners Stephen Peepels and Biswajit Chatterjee led the transaction whilst Amarchand Mangaldas acted as domestic counsel. S&R Associates acted as domestic counsel for the underwriters.
Economic Laws Practice has advised Hiten Khatau Group, composed of Great View Properties Private Ltd and Viscose Holdings Ltd, as the promoters in respect of Cable Corporation of India Ltd’s voluntary delisting from the Bombay Stock Exchange in accordance with the provisions of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2009. The dispatch of consideration to the equity shareholders was made on 13 December 2013. Partner Suhail Nathani led the transaction which was valued at INR367 million (US$5.9m).
Economic Laws Practice has also advised Igarashi Motors India Ltd (IMIL) in respect of the purchase of 97.9 percent shares of Agile Electric Sub Assembly Private Ltd (Agile) by Blackstone Capital Partners (Singapore) (Blackstone) and persons acting in concert from listed companies HBL Power Systems Ltd and IMIL and others, including IMIL’s managing director. The transaction also involved IMIL’s preferential issue of optionally convertible debentures to IMIL’s managing director. Through its acquisition, Blackstone will exercise indirect control over IMIL, resulting in an indirect trigger of an open offer to the public shareholders of IMIL in terms of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. Mape Advisory Group Private Ltd acted as manager to the offer. Partner Suhail Nathani also led the transaction which was valued at INR481.3 million (US$7.7m). Amarchand & Mangaldas & Suresh A Shroff & Co advised the acquirers whilst AZB & Partners advised the selling shareholders.
Freshfields Bruckhaus Deringer has advised Daiwa Capital Markets as the sole sponsor and the underwriters on the Hong Kong, Japanese and US law aspects in respect of the US$58 million global offering and listing of econtext Asia Ltd on the HKSE which took place on 19 December 2013. Econtext, a leading provider of online payment services and e-commerce solutions in Japan, designs and markets system solutions that facilitate online payment transactions and e-commerce solutions for online merchants in Japan. Partners Teresa Ko, Grace Huang, Ken Martin, Edward Cole and Junzaburo Kiuchi led the transaction.
Freshfields Bruckhaus Deringer has also advised China Everbright Bank on the US and Hong Kong law aspects in respect of its US$3 billion H-share IPO on the HKSE which took place on 20 December 2013. It was the largest IPO in Hong Kong in 2013. China Everbright Bank is a state-owned commercial bank headquartered in Beijing. The bank listed its A shares on the Shanghai Stock Exchange in 2010. Partners Calvin Lai and Richard Wang led the transaction.
Freshfields Bruckhaus Deringer additionally acted as US and Hong Kong law counsel for HSBC, as the sole sponsor to the new listing, and HSBC, BOCI, JP Morgan and Standard Chartered Bank, as the placing agents to the share placing, in respect of the US$1.83 billion acquisition of commercial property portfolio of COFCO Land Ltd by The Hong Kong Parkview Group Ltd. The transaction constituted a very substantial acquisition and a reverse takeover under the HKSE Listing Rules and a deemed new listing on the HKSE. Hong Kong Parkview, an indirect subsidiary of COFCO Corporation, is engaged in the development, operation, sale, leasing and management of mixed-sue complexes and commercial properties including resort and tourist properties. Partners Teresa Ko, William Woo and Calvin Lai led the transaction.
Gibson, Dunn & Crutcher has advised HKT Ltd, Hong Kong’s leading fixed line telecommunications operator, in respect of its US$2.43 billion acquisition of CSL New World Mobility Ltd (CSL), one of the leading mobile telecom operators in Hong Kong, from Telstra Corporation and New World Development Company. The sale, which is subject to regulatory approval in Hong Kong and HKT and PCCW Ltd security holder approval, would equate to proceeds of approximately A$2 billion (US$1.79b) for Telstra’s 76.4 percent interest. HKT will also acquire the remaining 23.6 percent shareholding held by New World Development through its wholly-owned subsidiary Upper Start. Partner Graham Winter led the transaction which was announced on 20 December 2013. Freshfields Bruckhaus Deringer, led by partner Simon Weller with partners Teresa Ko and Jenny Connolly, advised New World Development and Upper Start.
J Sagar Associates has advised Wal-Mart Stores Inc in respect of its merger filing before the Competition Commission of India (CCI) regarding Wal-Mart’s buy-out of Bharti’s stake in Bharti Wal-Mart Private Ltd, the joint venture between Wal-Mart & Bharti, and the purchase by Bharti Ventures Ltd of CCDs of Cedar, a subsidiary of Bharti, from the Wal-Mart Group. The filing was made before the CCI on 28 November 2013 and CCI approved the proposed transaction on 12 December 2013. Partner Amitabh Kumar led the transaction. Bharti Group was advised by AZB & Partners.
J Sagar Associates has also advised GDF SUEZ in respect of the acquisition of a 74 percent shareholding in Meenakshi Power Project, a thermal power project in Andhra Pradesh, India, with Meenakshi Energy and Infrastructure Holdings Private Ltd retaining 26 percent. The Meenakshi project comprises 300 MW of operational capacity and 700 MW under construction. Partners Upendra N Sharma, Nitesh Bhasin, Sumanto Basu, Pallavi Bedi, Vishnu Sudarsan and Sanjay Kishore led the transaction.
J Sagar Associates has additionally acted for Spanish auto component manufacturer Cikautxo S Coop in respect of a complete buy-out of its existing joint venture partner Jamshedpur-based company Taurus Flexible Private Ltd (TFPL) from their JV company Cikautxo Taurus Flexibles Private Ltd (CTFP). TFPL has a significant presence in the auto component manufacturing space. Earlier in 2011, the firm had acted for Cikautxo in setting up of the JV. Pursuant to the transaction, Cikautxo, along with its nominee Mondragon Inversiones SPES Coop, holds 100 percent of the equity share capital of the JV on a fully diluted basis. Partners Upendra Nath Sharma and Pallavi Puri led the transaction. MD&T, led by partner Thimmaiah, advised TFPL.
Khaitan & Co has advised Elder Pharmaceuticals Ltd in respect of the proposed sale of some of its branded domestic formulations business in India and Nepal to Torrent Pharmaceuticals Ltd by way of a slump sale for approximately US$324 million. The business will be sold as a going concern and will involve transfer of employees. Pursuant to the transaction, Elder will continue to manufacture and supply the products at its existing manufacturing facilities for Torrent for a period of three years. Listed on the Indian stock exchanges, Elder Pharmaceuticals is an integrated pharmaceutical player headquartered in Mumbai with a strong presence in the domestic formulation business. Partners Haigreve Khaitan and Bhavik Narsana led the transaction.
Khaitan & Co has also advised Deutsche Bank AG Singapore on the Indian law aspects and enforceability issues in respect of the assignment of rights of Jubilant Life Sciences NV under an export agreement with Jubilant Life Sciences Ltd to Deutsche Bank AG Singapore for €25 million (US$34.25m). Partner Devidas Banerji and director Ketan Kothari led the transaction.
Latham & Watkins has advised Avago Technologies Ltd, a leading designer, developer and global supplier of analog semiconductor devices, in respect of a definitive agreement under which Avago will acquire LSI in an all-cash transaction valued at US$6.6 billion. LSI designs semiconductors and software that accelerate storage and networking in datacentres, mobile networks and client computing. The acquisition creates a highly diversified semiconductor market leader with approximately US$5 billion in annual revenues by adding enterprise storage to Avago’s existing wired infrastructure, wireless and industrial markets. The transaction is supported by a US$4.6 billion credit facility from a group of banks led by Deutsche Bank Securities and by a US$1 billion investment from Silver Lake Partners. Partners Christopher “Kit” Kaufman, Luke Bergstrom, Anthony Richmond, Greg Rodgers and Jennifer van Driesen led the transaction.
Latham & Watkins has also represented DBS Bank Ltd, as sole book-runner and lender, in respect of Manta 2 Holdings Ltd’s issue of S$200 million (US$157.4m) 8.5 percent senior secured guaranteed bonds due 2016. The bonds were issued to finance Manta 2’s amalgamation with Miclyn Express Offshore Ltd (MEO) as part of a privatisation transaction under which the shares of MEO were de-listed from the ASX. Contemporaneously with the issuance of the bonds and the completion of the amalgamation, MEO obtained a US$315 million term loan and revolving credit facility from DBS Bank to refinance an existing debt facility and to fund future vessel acquisitions. Partners Timothy Hia, Sin Chei Liang and Sharon Lau led the transaction.
Luthra & Luthra has advised the Carlyle group in respect of its acquisition of a 28 percent stake in Global Health Private Ltd. Led by cardiac surgeon Dr Naresh Trehan, Global Health owns and operates the multi-super specialty 900-bed hospital ‘Medanta – the Medicity’ in Gurgaon and ‘Medanta Mediclinic’, a multi-super specialty OPD clinic and day-care facility. Through its subsidiary, Medanta Duke Research Institute Private Ltd, Global Health conducts research and development activities related to drugs, surgery and medical devices and equipment. Carlyle is one of the first global private equity firms to invest in India with US$185 billion of assets under management. The transaction was already approved by the Competition Commission of India. Partner Shishir Vayttaden led the transaction whilst Clifford Chance and Latham & Watkins also advised the Carlyle Group. S&R Associates and Amarchand & Mangaldas & Suresh A Shroff & Co advised Global Health.
Luthra & Luthra has also advised Quadria Capital, one of Asia’s leading healthcare-focused private equity funds, in respect of acquiring a majority stake in Medica Synergie Private Ltd, a leading hospital chain in Eastern India. Medica aims to create eastern India’s largest healthcare network in the private sector. The investment was made by a consortium that includes Singapore-based Quadria Capital, German development finance institution DEG, and Swedish development finance institution Swedfund. It will boost the growth of Medica’s hospital network to over 1,300 beds. The transaction involved buying out by the consortium of ICICI Venture’s 67 percent stake in Medica through a special purpose vehicle in Singapore. Along with the purchase of ICICI Venture’s stake, the transaction also involved fresh cash infusion by the SPV to Medica. Partners Samir Dudhoria and Damini Bhalla led the transaction.
Luthra & Luthra has also advised EDF Energies Nouvelles, the renewable energy arm of French state-run electricity utility Electricite de France SA, in respect of its entry into the Indian solar power production market with an investment of approximately US$50 million dollars. EDF EN has a portfolio of 6,538 mw in green electricity generation, including both solar and wind, with a market presence across France, Greece, Italy, Israel and North America. As a part of the joint venture, EDF and EREN have acquired a 50 percent stake in ACME Solar Energy Private Ltd, one of India’s leading solar power developers. ACME Solar intends to develop solar power projects through a portfolio of subsidiaries across various states in India. Partners Sudipta Routh and Tarun Govil led the transaction.
Maples and Calder has acted as BVI counsel to Franshion Brilliant Ltd in respect of its issue of up to US$200 million 6.4 percent guaranteed senior notes due 2022. The notes are guaranteed by its parent company, HKSE-listed Franshion Properties (China) Ltd. Franshion is a leading developer and operator of large-scale and high-grade commercial properties, upscale residential properties, land, luxury hotels and commercial mixed-use complexes in the PRC. Partner Jenny Nip led the transaction whilst Linklaters acted as US and Hong Kong counsel. Clifford Chance and Tian Yuan acted as the US and PRC counsels for Goldman Sachs (Asia) LLC, the sole book-runner and manager.
Maples and Calder has also acted as Cayman Islands counsel to Spreadtrum Communications Inc, a Nasdaq-listed Cayman company which operates a Shanghai-based fabless semiconductor developer and design business with advanced technology in 2G, 3G and 4G wireless communications standards, in respect of its acquisition by Tsinghua Unigroup Ltd, an operating subsidiary of state-owned Tsinghua Holdings Co Ltd. The transaction completed on 23 December 2013, when Tsinghua Unigroup acquired all of the outstanding shares of Spreadtrum in a Cayman Islands cash merger for US$31 per American Depositary Share for a total of approximately US$1.7 billion on a fully diluted basis. The deal was the largest announced semiconductor acquisition globally in more than a year. Partner Greg Knowles led the transaction whilst Fenwick & West, led by partners Eva Wang and David Michaels, acted as US counsel. Morrison & Foerster acted for Tsinghua Unigroup.
Milbank, Tweed, Hadley & McCloy has represented Citigroup, Bank of America Merrill Lynch and Credit Suisse as joint book-runners and dealer managers in respect of Afren plc’s US$360 million offering of senior secured notes which closed on 10 December 2013 and related tender offers. Headquartered in London, Alfen is a leading African oil and gas company with a portfolio of assets located in several of the world’s most prolific and fast-emerging hydrocarbon basins in Africa and the Middle East. The new notes are guaranteed on a senior basis by certain Afren subsidiaries and on a senior subordinated basis by Afren Resources Ltd. Proceeds of the debt offering were partly used to finance tender offers for approximately US$246.56 million of Afren’s 11.5 percent senior secured notes due 2016 and US$50 million 10.25 percent senior secured notes due 2019. Partner Peter Schwartz with partner Andrew Walker led the transaction.
Norton Rose Fulbright has advised Bangkok Bank Public Company Ltd, The Siam Commercial Bank Public Company Ltd, Indonesia Exim Bank, DBS Ltd and Deutsche Bank (Singapore) in respect of a US$265 million term loan facility, including letter of credit facility, to PT Chandra Asri Petrochemical TBK, a leading Indonesian supplier of petrochemical products listed on the Indonesia Stock Exchange. Proceeds will be used to fund the expansion of its existing naptha cracker to increase its annual production capacity by 43 percent to 860,000 metric tons. Partners Nick Merritt and Tasdikiah Siregar led the transaction. Sidley Austin, Allen & Gledhill and Assegaf Hamzah & Partners acted for the borrower.
Norton Rose Fulbright has also advised Societe Generale and a syndicate of twelve other lenders in respect of HKSE-listed Sino Biopharmaceutical Ltd’s first syndicated loan facility. Sino Biopharmaceutical is principally engaged in the research, development, manufacturing and marketing of a vast array of health enhancing modernised Chinese medicines and chemical medicines. The syndicate of thirteen lenders, which included Chinese, Hong Kong and Taiwanese banks, arranged a three-year US$165 million senior unsecured syndicated loan facility agreement for Sino Biopharmaceutical. Partner Davide Barzilai led the transaction whilst Mourant Ozannes acted as Cayman Island counsel. Sidney Austin acted for Sino Biopharmaceutical.
Norton Rose Fulbright additionally advised TIPTOP Energy Ltd and Sinopec Century Bright Capital Investment Ltd (Century Bright) in respect of a US$3.5 billion five-year syndicated term loan facility guaranteed by China Petrochemical Corporation (Sinopec Group), one of the largest state-owned petroleum and petrochemical enterprise groups in China. TIPTOP, the major upstream investment arm of Sinopec Group, is wholly-owned by Sinopec International Petroleum Exploration and Production Corporation, which is the wholly-owned sole offshore upstream investment platform of Sinopec Group. Century Bright is wholly-owned by Sinopec Group and serves as the platform for offshore settlement, financing, FX transaction, cash management and fund monitoring for Sinopec. China Construction Bank Corporation, The Bank of Tokyo-Mitsubishi UFJ Ltd, Citi, The Hongkong and Shanghai Banking Corporation Ltd, The Royal Bank of Scotland plc and United Overseas Bank Ltd acted as the mandated lead arrangers, book-runners and underwriters to the loan. Catering to the strong market demand, the deal was upsized 40 percent to US$ 3.5 billion from the original launch size of US$2.5 billion. Partner David Barzilai also led the transaction. Allen & Overy advised the lenders.
Paul Hastings has represented Citigroup, as the sole coordinator and the sole sponsor, and Citigroup, UBS and CIMB Securities Ltd, as joint book-runners and joint lead managers, in respect of Fu Shou Yuan International Group Ltd’s US$214 million global offering and IPO on the HKSE. Fu Shou Yuan is one of the largest providers of death care services in the PRC. The Hong Kong public offering was approximately 681 times over-subscribed and the international placing was approximately 18 times over-subscribed. Partners David Wang, Jia Yan, Sammy Li and Steven Winegar led the transaction.
Paul Hastings has also represented Morgan Stanley & Co International plc and China Everbright Securities (HK) Ltd as the placing agents in respect of China Everbright International Ltd’s (China Everbright) US$472 million top-up placement. HKSE-listed China Everbright focuses on the development of environmental protection businesses. Partners Raymond Li and Sammy Li led the transaction whilst Freshfields Bruckhaus Deringer, led by partner Richard Wang, also advised the placing agents.
Paul Hastings has also represented Chinese media and entertainment fund China Media Capital (CMC) in respect of its acquisition of a 47 percent stake in Star China TV from CMC’s joint venture partner 21st Century Fox. CMC invested alongside the broadcaster’s management team. Star China operates three 24-hour Mandarin channels, namely Xing Kong, Xing Kong International and Channel [V] Mainland China, as well as the Fortune Star Chinese movie library, and produces top-ranked prime time shows such as Voice of China. Partners Jia Yan and David Wang led the transaction.
Rajah & Tann has advised Universal Group Holdings Pte Ltd in respect of S$1.15 billion (US$905m) loan facilities. DBS Bank Ltd, Malayan Bank Berhad and Standard Chartered Bank acted as mandated lead arrangers. The loan is secured against project receipts arising from commercial tankage and storage services provided to various companies in connection with the storage of oil at a subsidiary’s oil tanks in Jurong Island. Partner Angela Lim led the transaction which was completed in December 2013.
Sidley Austin has represented Times Property Holdings Ltd, one of the leading residential property developers in China, in respect of its IPO on the HKSE with concurrent global placements pursuant to Rule 144A and Regulation S. The IPO listed on 11 December 2013 and raised approximately HK$1.6 billion (US$206.35m). UBS AG and Haitong International acted as joint sponsors and joint global coordinators of the IPO. Proceeds will be used mostly for financing new and existing projects and settlement of existing liabilities. The transaction was led by partners Constance Choy, Janney Chong and Jason Kuo whilst Appleby, led by partner Judy Lee, acted as Cayman counsel and Commerce & Finance Law Offices advised as to PRC law. Hogan Lovells advised the underwriters as to Hong Kong law and US law whilst King & Wood Mallesons advised as to PRC law.
Sidley Austin has also advised PAG in respect of its approximately US$250 million equity investment in Universal Studios Japan, Japan’s preeminent theme park. PAG, one of Asia’s largest private equity and investment management firms, made the investment through its buy-out fund PAG Asia I LP. Partner Gregory Salathe, supported by partner Akira Nakazawa, led the transaction which is the largest investment by PAG Asia I LP in Japan to date.
Simpson Thacher has represented the underwriters, which included CITIC Securities Corporate Finance (HK) Ltd and Macquarie Capital Securities Ltd, in respect of Fuguiniao Co Ltd’s IPO on the HKSE and Rule 144A/Regulation S offering. Fuguiniao offered 133.34 million H shares which were listed on the HKSE and raised approximately HK$1.17 billion (US$150.9m) in gross proceeds. Fuguiniao is a major manufacturer and seller of footwear and a well-known seller of business casual menswear in China. Partners Chris Wong and Leiming Chen led the transaction.
Simpson Thacher has also represented the underwriters, which included Deutsche Bank, Goldman Sachs, HSBC and Morgan Stanley, in respect of the IPO on the HKSE and Regulation S offering by China Conch Venture Holdings Ltd (Conch Venture). Conch Venture offered 265 million ordinary shares and raised approximately HK$3.6 billion (US$464.3m) in gross proceeds. Conch Venture, an investment holding company and a large integrated provider of energy preservation and environmental protection solutions, indirectly holds equity interests in two leading building materials producers in China, namely Conch Cement and Conch Profiles, both of which are listed companies. Partners Chris Lin and Chris Wong led the transaction.
Skadden, Arps, Slate, Meagher & Flom is advising The Hershey Company, the largest producer of quality chocolate in North America and a global leader in chocolate, sweets and refreshments, in respect of an agreement which was signed on 20 December 2013 by its wholly-owned subsidiary Hershey Netherlands BV to acquire 80 percent of the iconic Shanghai Golden Monkey Food Joint Stock Co Ltd (SGM), a privately held confectionery company based in Shanghai, China. Completion of the agreement is expected to occur in the second quarter of 2014 and is subject to China regulatory and SGM shareholder approval. Partners Martha McGarry and Gregory Miao are leading the transaction.
Slaughter and May is advising Malaysian Airports Holdings Berhad (MAHB) in respect of the exercise of its rights of first refusal on the proposed acquisition of a 40 percent equity stake in İstanbul Sabiha Gökçen Uluslararası Havalimanı Yatırım Yapım ve İşletme AŞ (the company which manages operations at Sabiha Gökçen Airport) and LGM Havalimanı İşletmeleri Ticaret ve Turizm AŞ (the company which establishes and manages hotels, lounges and food and beverage facilities at Sabiha Gökçen Airport) from the GMR Group for a total cash consideration of €225 million (US$306.4m). The acquisition is to be partly financed via the proceeds of a private placement of shares in MAHB. Sabiha Gökçen Airport, the hub of Pegasus Airlines, is one of the two international airports serving Istanbul. Partners Simon Hall, David Watkins, Jason Webber and Mark Hughes led the transaction.
Watson, Farley & Williams Asia Practice has advised MISC Capital (L) Ltd in respect of its US$$1 billion loan facility to refinance existing debt and for other corporate purposes. OCBC Bank (Malaysia) Berhad acted as facility agent and sole coordinator. The mandated lead arrangers were OCBC Bank (Malaysia) Berhad, Mizuho Bank Ltd, The Bank of Tokyo-Mitsubishi UFJ Ltd Labuan Branch, BNP Paribas Malaysia Berhad, Sumitomo Mitsui Banking Corporation Labuan Branch, The Royal Bank of Scotland Plc, Citigroup Global Markets Asia Ltd, Standard Chartered Bank and The Bank of Nova Scotia Asia Ltd. Partner Andrew Nimmo led the transaction.
Weerawong, Chinnavat & Peangpanor has represented Rexel Group, a global leader in the distribution of electrical supplies, in respect of the acquisition of the business and assets of Quality Trading Group, one of the largest electrical distributors in Thailand. The transaction closed on 29 November 2013 and is valued at approximately US$20 million. Partner Pakdee Paknara led the transaction.
Weerawong, Chinnavat and Peangpanor has also represented MFC Asset Management Public Company Ltd in respect of the establishment of Hemaraj Industrial Property and Leasehold Fund (HPF) which offers freehold interest and leasing rights in Hemaraj’s invested land and ready-built factories in four industrial estates. Partner Pakdee Paknara led the transaction which closed on 25 December 2013 and is valued at approximately US$157 million.
Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has advised Bank Simpanan Nasional in respect of the joint venture entered into with The Prudential Insurance Company of America to acquire the entire issued and paid-up share capital of Uni.Asia Life Assurance Berhad, and bancassurance agreement with Uni.Asia Life Assurance Berhad upon completion of the acquisition. Partner Andre Gan led the transaction.
WongPartnership has acted for TCC Assets Ltd in respect of the sale of 30.93 million shares in Fraser & Neave Ltd (F&N) to restore the public float of F&N and achieve the shareholding spread required in the proposed listing of Frasers Centrepoint Ltd. The value of the transaction is approximately S$173 million (US$136m). Partners Ng Wai King, Andrew Ang, Annabelle Yip, Audrey Chng, Susan Wong, Choo Ai Leen and Tan Beng Lee led the transaction.
WongPartnership has also acted for Pan-United Corporation Ltd in respect of the acquisition by its wholly-owned subsidiary Pan-United Infrastructure Pte Ltd of 36 percent of the issued and paid-up share capital of Singapore Changshu Development Company Pte Ltd from Macquarie International Infrastructure Holding Ltd, a wholly-owned subsidiary of Macquarie International Infrastructure Fund Ltd, for a cash consideration of S$100.98 million (US$79.65m). Partners Rachel Eng, Christy Lim, Mark Choy and Tan Sue-Lynn led the transaction.
WongPartnership has also acted for FC Commercial Trustee Pte Ltd, as trustee-manager of Aquamarine Star Trust, in respect of the grant of S$800 million (US$629.6mm) loan facilities to, inter alia, finance the purchase of a site located at Cecil Street / Telok Ayer Street, Singapore and the development costs of the commercial development comprising an office component and a retail component to be constructed thereon. Partners Alvin Chia, Tan Beng Lee and Angela Lim led the transaction.