Deals – August 19, 2015

Berwin Leighton Paisner has advised FMI in respect of the purchase and subsequent financing by a Japanese financier of four CRJ aircraft. The deal is the first secured aircraft financing undertaken in Myanmar.

Clayton Utz has advised UK-based international carpet business Victoria PLC in respect of its strategic acquisition of the Quest Carpet businesses in Australia. The transaction was announced on 7 August 2015 and is valued at approximately A$35 million (US$25.85m). Victoria manufactures, supplies and distributes design-led carpets and floor coverings. With a history dating back to 1895, it has extensive operations across the UK and in Australia. Based in Dandenong, Melbourne, Quest designs, sells and distributes premium quality carpets across Australia and New Zealand. Under the transaction, Victoria will acquire all of the issued share capital in Quest Carpet Manufacturers Pty Ltd and all of the issued units in the Quest Carpet Manufacturers Unit Trust. Melbourne corporate partner Michael Linehan led the transaction.

Conyers Dill & Pearman has acted as Cayman and BVI counsel to Harmonicare Medical Holdings Ltd in respect of its HK$1.59 billion (US$205m) IPO on the Main Board of the HKSE. Harmonicare is the largest private obstetrics and gynecology specialty hospital group in China and is ranked first in terms of group revenue in 2013. Wynne Lau (Hong Kong) led the transaction alongside Shearman & Sterling.

Conyers Dill & Pearman has also acted as Bermuda and Cayman Islands counsel to Abu Dhabi Financial Group subsidiary Integrated Alternative Finance (IAF) in respect of its AED700 million (US$190.6m) structured equity and mezzanine debt financing to develop the Taj Dubai, a luxury hotel to be situated in Downtown Dubai. Debt financing was provided by five regional lenders whilst equity funding was provided by Taj Dubai’s owner through Downtown Investments Ltd. Fawaz Elmalki (Dubai), Dennis Ryan (Dubai), Oliver Simpson (Dubai) and Chiara Nannini (Bermuda) led the transaction.

Cyril Amarchand Mangaldas is advising LyondellBasell Group (USA) in respect of its intended acquisition of the chemical business of SJS Plastiblends Private Ltd in India. The acquisition includes the transfer of the whole business of manufacturing, distribution and sales of polypropylene compounds conducted by SJS Plastiblends. NYSE-listed LyondellBasell is one of the world’s largest plastics, chemicals and refining companies and has an existing India presence. Mumbai corporate partners Vandana Shroff and Anshuman Jaiswal, New Delhi tax partner S R Patnaik and Mumbai competition law partner Nisha Kaur Uberoi led the transaction which was signed on 7 August 2015 and is expected to close late in 2015, subject to relevant regulatory approvals and clearances. SJS Plastiblends was advised by Economic Laws Practice led by associate partner Amit Manubarwala.

Cyril Amarchand Mangaldas has also advised Standard Life in respect of its acquisition of a 9 percent stake in HDFC Standard Life Insurance Company Ltd from Housing Development Finance Corp Ltd, subject to receipt of regulatory approvals. Post the acquisition, Standard Life will hold a 35 percent stake in HDFC Standard Life Insurance. The deal was signed on 14 August 2015 and is expected to close by 31 March 2016. Mumbai corporate partner Ashwath Rau, supported by partner Nisha Kaur Uberoi, led the transaction which was valued at approximately INR1,705 crores (US$261m). Housing Development Finance Corp was advised by AZB & Partners.

Davis Polk has advised CAR Inc in respect of its Regulation S offering of US$300 million 6 percent senior notes due 2021. The notes are guaranteed by certain CAR offshore subsidiaries. Proceeds from the offering will be used for capital expenditure and other general corporate purposes, including refinancing outstanding indebtedness to enhance CAR’s capital structure. CAR is the largest car rental company in China offering comprehensive car rental services, including short-term rentals, long-term rentals and leasing. It is the market leader in terms of fleet size, revenue, network coverage and brand awareness. Partners William F Barron and Li He led the transaction.

Davis Polk has also advised the initial purchasers in respect of the US$70.302 million Regulation S offering by Greentown China Holdings Ltd of its 5.875 percent senior notes due 2020. China Communications Construction Group (Ltd), which indirectly holds approximately 28.9 percent of the issuer’s equity interest, provided credit support for the offering by way of a keepwell deed and a deed of equity interest purchase, investment and liquidity support undertaking. The firm also advised the dealer managers in respect of (i) an offer to exchange the issuer’s outstanding US$500 million 8 percent senior notes due 2019 and US$700 million 8.5 percent senior notes due 2018 for US$429.698 million principal amount of its 5.875 percent senior notes due 2020; and (ii) soliciting consents from holders of the 2019 notes, the 2018 notes and RMB2.5 trillion (US$390.86b) 5.625 percent senior notes due 2016. The notes offered in the exchange offer have the same terms as the 5.875 percent senior notes due 2020. Greentown China Holdings is a leading property developer in China with a nationwide footprint and market leadership in Zhejiang province, one of the most economically vibrant provinces in China. Partner William F Barron led the transaction.

Gibson, Dunn & Crutcher is representing Nasdaq-listed financial information services provider Markit in respect of its acquisition of CoreOne Technologies, a global leading provider of regulatory reporting, index management, data management and prime brokerage services to financial institutions. Following closing, CoreOne’s four core products, comprising of RegOne, DeltaOne, VistaOne and PrimeOne, will be integrated into Markit’s information and solutions divisions. CoreOne has more than 500 customers, including global banks, asset managers, wealth managers, sovereign wealth funds, investor services firms, custodians and exchanges. The company is supported by a team of 200, with headquarters in New York and additional presence in Bangalore, Hong Kong and London. The total consideration payable is approximately US$200 million and will be funded using cash and Markit’s credit facility. London partner Jonathan Earle and New York partner Rashida La Lande are leading the transaction which is expected to close in the fourth quarter of 2015, subject to regulatory approval. CoreOne is represented by Shearman & Sterling.

Khaitan & Co has advised Aranda Investments (Mauritius) Pte Ltd, an indirect wholly-owned subsidiary of Temasek Holdings Pte Ltd, in respect of the subscription to 3.34 percent of the post-issue paid-up share capital of Oberoi Realty Ltd for approximately US$51 million. Partner Aakash Choubey, supported by partner Avaantika Kakkar, led the transaction.

Khaitan & Co has also advised Zodius Technology Fund in relation to its US$100 million Series D investment, together with Goldman Sachs and existing investors Bertelsmann India Investments and Norwest Venture Partners, in Pepperfry.com. Partner Siddharth Shah and associate partner Surbhi Kejriwal, supported by partner Bijal Ajinkya, led the transaction.

King & Wood Mallesons has advised Chinese travel group HK CTS Metropark Hotels Co Ltd (CTS) in respect of the acquisition of the entire issued share capital of UK-based Kew Green Hotels from previous owners Goldman Sachs and TPG Special Situations Partners. Founded in 2001, Kew Green has 54 hotels in the UK, more than 40 of which are operated under the Holiday or Holiday Inn Express brands, making it the brand’s largest franchisee in Europe. Kew Green is one of the most respected hotel owner operators in the market. CTS, a wholly-owned subsidiary of China National Travel Service (HK) Group Corp, operates hotels throughout China, Hong Kong and Macau and features a portfolio of five-star luxury Grand Metropark hotels to Traveller Inn Express budget sites. The current portfolio provides CTS with a spread of franchised hotels across the UK. The relationship with the existing franchise partners will remain unchanged and the senior management of Kew Green will be retained to ensure the continued stewardship and growth of the business across the UK and into Europe. Funds and Indirect Real Estate partner Steven Cowins (London) and M&A and Private Equity partner Helena Huang (Hong Kong) led the transaction.

Kirkland & Ellis is advising China Hi-Tech Holding Company Ltd in respect of its approximately HK$2.17 billion (US$279.8m) proposed voluntary conditional offer for the H shares of Jingwei Textile Machinery Company Ltd, a company listed on the HKSE and the Shenzhen Stock Exchange. This is the first takeover of a company listed on both the HKSE and the Shenzhen Stock Exchange. Upon successful closing of the offer, the company will withdraw its listing of H shares on the HKSE but its A shares will remain listed on the Shenzhen Stock Exchange. Hong Kong corporate partners Nicholas Norris and Jamii Quoc, assisted by Hong Kong corporate partner Soo Yien Khor, led the transaction.

Latham & Watkins is advising Hong Kong-based Johnson Electric Holdings Ltd, a global leader in electric motors and motion subsystems, in respect of an agreement to acquire the Stackpole International group of companies in an all cash transaction that values Stackpole at C$800 million (US$611m) on an enterprise value basis. Stackpole is headquartered in Ontario, Canada and is a leading supplier of engine and transmission pumps and powder metal components, primarily for automotive applications. It has a 109-year history as a supplier of highly-engineered components to the automotive industry. Stackpole is currently owned by funds managed by New-York-based private equity firm Crestview Partners and CITIC Capital Partners, a private equity firm based in Beijing and Shanghai, along with members of management. In conjunction with the transaction, Stackpole’s existing high-yield debt will be retired. In addition to working capital and other customary adjustments, Johnson Electric has agreed to make a contingent payment of up to C$12.75 million (US$9.74m), subject to the period elapsed between signing and closing. Subject to these additions and adjustments, the total estimated consideration payable by Johnson Electric, including costs associated with the planned early retirement of Stackpole’s high-yield debt, could be up to C$867 million (US$662m). The transaction is expected to close in the fourth quarter of 2015, subject to customary closing conditions including obtaining applicable regulatory approvals. Chicago corporate partner Ted Keim, supported by partners Julie Marion (Chicago), Karen Silverman (San Francisco) and Jason Cruise (Washington DC), Peter Rosen (Los Angeles), Robin Struve (Chicago), Jeffrey Tochner (New York) and Karl Karg (Chicago), is leading the transaction which was announced on 11 August 2015. Blake, Cassels & Graydon is also advising Johnson Electric. Kirkland & Ellis, led by partners Alexander Fine and George Stamas, is advising Crestview Partners and Stackpole International whilst Stikeman Elliott is also advising Stackpole and the selling shareholders.

Maples and Calder has acted as Cayman Islands counsel to China Mobile Games & Entertainment Group (CMGE) in respect of its US$690 million take-private offer from Orient Hongtai Investment management. Nasdaq-listed CMGE is reported to be the largest publisher and a leading development of mobile games in China with integrated capabilities across the mobile game value chain. Partner Greg Knowles led the transaction whilst Kirkland & Ellis also advised CMGE. Orient Hongtai was advised by Wilson Sonsini Goodrich & Rasati.

Maples and Calder has also acted as BVI counsel to HNA Tourism Finance Ltd in respect of its issue of CNY450 million (US$70.4m) 9.25 percent guaranteed notes due 2017. The notes are unconditionally and irrevocably guaranteed by HNA Tourism Group Co Ltd, a leading travel group in the PRC. The notes are listed on the HKSE. Partner Jenny Nip led the transaction whilst Linklaters acted as Hong Kong counsel to the issuer and the guarantor. Clifford Chance acted as Hong Kong counsel for the joint lead managers, comprising of ABCI Capital Ltd, Orient Securities (Hong Kong) Ltd, Southwest Securities (HK) Brokerage Ltd, Haitong International Securities Company Ltd, BOCI Asia Ltd, China Securities (International) Corporate Finance Company Ltd and VTB Capital plc.

Milbank, Tweed, Hadley & McCloy has advised DBS Bank Ltd as sole mandated lead arranger, book-runner, underwriter and lender in respect of a US$890 million senior secured bridge financing provided to publicly listed STATS ChipPAC Ltd, a leading provider of advanced semiconductor and test services. The complex financing included a perpetual securities offering and required taking security across seven jurisdictions globally. Singapore-based STATS ChipPAC is the world’s fourth-largest semiconductor-manufacturing support company. Its services include packaging, testing and distribution. It was controlled by a subsidiary of Singapore sovereign wealth fund Temasek Holdings (Private) Ltd prior to its acquisition by a consortium led by Jiangsu Changjiang Electronics Technology Co Ltd, a Shanghai Stock Exchange-listed company. The consortium also included the China Integrated Circuit Industry Investment Fund Co Ltd and Semiconductor Manufacturing International Corp. Singapore managing partner David Zemans and partner Jacqueline Chan led the transaction which is one of the largest announced this year involving a Singapore company.

Norton Rose Fulbright has advised Beijing Capital Land Ltd in respect of its issuance of one billion domestic shares to its controlling shareholder, Beijing Capital Group Co Ltd. Beijing Capital Land is an investment holding company engaged in real estate development and investment, hotel operation and property consulting services and investment holding. It is an H-share listed issuer on the HKSE. The issuance is valued at RMB3.08 per share (US$0.48), raising gross proceeds of approximately HK$3.9 billion (US$503m). As a result of the share subscription, the shareholding of Capital Group and its concert parties will increase from approximately 46 percent to 64 percent and therefore, a whitewash waiver will be sought from the Securities and Futures Commission. The share subscription also constituted a connected transaction under the listing rules. Completion of the share subscription is conditional upon, among other things, independent shareholders’ approval at the extraordinary general meeting and class meetings to be convened. Hong Kong partner Psyche Tai led the transaction.

Shardul Amarchand Mangaldas & Co has advised in respect of the INR1,000 crores (US$153m) private placement of NCDs by DLF Ltd which closed on 11 August 2015. The NCDs are proposed to be secured by certain immovable assets of a DFL wholly-owned subsidiary and are proposed to be listed on the BSE. Executive Chairman Shardul S Shroff and partners Shilpa Mankar Ahluwalia and Monal Mukherjee led the transaction.

Simpson Thacher is representing Alibaba Group Holding Ltd in respect of its investment in Suning Commerce Group Ltd and Suning’s investment in Alibaba. Alibaba Group is the largest online and mobile commerce company in the world in terms of gross merchandise volume. Under the agreement, Alibaba will invest approximately RMB28.3 billion (US$4.42b) for a 19.99 percent stake in Suning, one of the largest consumer electronics retail chains in China. Upon completion of Alibaba’s investment, Alibaba will be the second-largest shareholder in Suning. Concurrent with Alibaba’s investment, Suning will invest up to RMB14 billion (US$2.2b) to subscribe for up to 27.8 million newly issued Alibaba ordinary shares. Upon completion of Suning’s investment, it will hold approximately a 1.1 percent interest in Alibaba’s enlarged issued and outstanding share capital. As part of these investments, Alibaba and Suning have entered into a strategic collaboration agreement to build on synergies in e-commerce, logistics and incremental business through joint omni-channel initiatives. Consummation of the transaction is subject to customary closing conditions, including regulatory approvals and, in the case of the investment by Alibaba in Suning, the approval of Suning shareholders. Partners Katie Sudol and Leiming Chen are leading the transaction which was announced on 10 August 2015. Sullivan & Cromwell, led by partners Kay Ian Ng (Hong Kong) and Jay Clayton (New York), is representing Suning Commerce Group.

WongPartnership is acting for Apollo Management VIII LP, a fund managed under Apollo Global Management LLC, in respect of the proposed acquisition of OM Group Inc in a deal which values OM Group at approximately US$1 billion. Joint managing partner Ng Wai King and partners Dawn Law, Lam Chung Nian, Kylie Peh and Tan Shao Tong are leading the transaction.

WongPartnership has also acted for DB International Trust (Singapore) Ltd and various Deutsche Bank entities in respect of the establishment by Roxy-Pacific Holdings Ltd of its S$500 million (US$355.32m) multicurrency debt issuance programme. Partner Trevor Chuan led the transaction.