|Akin Gump has advised PJSC LUKOIL in respect of the sale of its 50 percent stake in Caspian Investments Resources Ltd to China-based Sinopec for approximately US$1.1 billion. The permits to make the transfer were signed and approved by the authorities in Kazakhstan in July 2015. The deal closed on 20 August 2015. Caspian Investments has been participating in the development of five hydrocarbon fields in Kazakhstan, with LUKOIL having joined these projects in December 2005. After the sale, LUKOIL will remain the largest Russian investor in Kazakhstan. The closing of the deal also marks the termination of London Court of International Arbitration proceedings between the parties launched during the transaction on which the firm also advised. PJSC LUKOIL is Russia’s second-largest oil & gas company in terms of reserves and the largest Russian oil business group with annual sales of over US$140 billion. It was the first Russian company to receive full listing on the LSE. Moscow corporate partner Natalia Baratiants, supported by Beijing corporate partner Li Chen and London litigation partner Justin Williams, led the transaction.
Allen & Gledhill has advised Oversea-Chinese Banking Corp Ltd (OCBC) as the sole book-runner in respect of the issue of S$500 million (US$354.77m) 3.8 percent non-cumulative non-convertible perpetual capital securities. The capital securities are expected to qualify as additional Tier 1 capital of OCBC under the Basel III framework of the Monetary Authority of Singapore. The capital securities is OCBC’s first Basel III additional Tier 1 capital instrument. Partners Glenn Foo and Sunit Chhabra led the transaction.
Allen & Gledhill has also advised YTL Starhill Global REIT Management Ltd, as manager of Starhill Global Real Estate Investment Trust, in respect of the S$250 million (US$177.4m) three-year unsecured term loan facility to HSBC Institutional Trust Services (Singapore) Ltd, as trustee of Starhill Global REIT. The facility was used to fund the purchase of Myer Centre Adelaide in Australia and refinance an existing loan facility. Partner Ong Kangxin led the transaction.
Appleby has acted as Cayman counsel in respect of the IPO of Wan Kei Group Holdings Ltd and Pak Wing Group (Holdings) Ltd. Both foundation companies listed on the HKSE this month. Wan Kei Group focuses on foundation work, especially the construction of socketed H-piles, mini piles, soldier piles, pipe piles and king posts, as well as ground investigation field work in Hong Kong. Wan Kei Group raised approximately HK$170 million (US$22m). On the other hand, Pak Wing principally engages in the foundation business in Hong Kong and operates the business on a project-by-project basis. Its primary customers comprise main contractors and subcontractors. Net proceeds of the Pak Wing listing was approximately HK$70 million (US$9m). Hong Kong corporate partner Judy Lee led both transactions. Loong & Yeung and DS Cheung & Co acted for Wan Kei Group and its sponsor Kingsway Capital Ltd as to Hong Kong law. CFN Lawyers, in association with Broad & Bright, and Francis & Co, in association with Addleshaw Goddard, were the Hong Kong advisers to Pak Wing and its sponsor Shenwan Hongyuan Capital (HK) Ltd.
Cadwalader, Wickersham & Taft has advised New Century Asset Management Ltd, manager of HKSE-listed New Century Real Estate Investment Trust (New Century REIT), in respect of an approximately RMB380 million (US$59.35m) acquisition of New Century Grand Hotel Kaifeng in China. The five-star hotel, located in Henan Province, China, was sold by Hangzhou New Century Real Estate Group Ltd, a company in a conglomerate which integrates real estate investment, development, design and property management in China. New Century REIT is the first China-based hotel REIT in the world that also owns a group of five-star hotels. Partner Stephen Chan led the transaction.
Clifford Chance has advised The Carlyle Group in respect of its joint acquisition with Huo’s Group of Shell’s 75 percent stake in Tongyi Lubricants, a joint venture between Shell and Huo’s Group. The deal is subject to regulatory approvals and is expected to be completed by the end of 2015 or in early 2016. Tongyi Lubricants is a prominent Chinese lubricants supplier with blending plants in Beijing, Xianyang in Shaanxi province and Wuxi in Jiangsu province. Shell acquired its 75 percent stake from Huo’s Group in 2006 and Tongyi has become the number one domestic private brand in China’s lubricants sector. Carlyle’s equity investment for the transaction will come from Carlyle Asia Partners IV. Partner Simon Cooke, supported by partners Anthony Wang, Matthew Truman and Richard Blewett, led the transaction whilst PRC firm Han Yi Law Offices also advised Carlyle.
Clyde & Co has advised Anglo-Eastern Ship Management Group in respect its global merger with Univan Ship Management Group in what is considered as the largest ever merger of independent, third party ship management companies. The merged entity is to be known as the Anglo-Eastern Univan Group. With Anglo-Eastern having already placed in the top three global ship management companies, the merger has created an industry leader with over 1,700 shore-based staff, 24,000 seafarers, 600 ships under full management and 100 ships under crew management only. Hong Kong shipping and finance partner Conor Warde, supported by Singapore partner Ian Stewart and partner Vineet Aneja of India associated firm Clasis Law, led the transaction.
Cyril Amarchand Mangaldas has advised Piramal Realty Private Ltd and PRL Developers Private Ltd in respect of the investment by Goldman Sachs & Co affiliates Broad Street Investments (Singapore) Pte Ltd and MBD Bridge Street 2015 Investments (Singapore) Pte Ltd in PRL Developers, an entity promoted by Piramal Realty, the real estate development arm of the Piramal Group. PRL Developers will initially focus on the development of real estate projects in Mumbai, both residential and commercial. The investment is in addition to funding received by PRL Developers from the Warburg Pincus Group earlier this month. Mumbai corporate partners Vandana Sekhri and Ravi Kumar led the transaction which was signed on 14 August 2015 and is expected to close by 31 August 2015.
Cyril Amarchand Mangaldas has also advised Adani Ports & Special Economic Zone Ltd in respect of its bid for the development of Vizhinjam International Multi-Purpose Seaport project in Kerala. The project is being developed under the PPP model with viability gap funding from the Governments of India and Kerala. The project will be implemented in four phases with a total project cost of INR4,089 crores (US$$610.5m). The port’s combined capacity after phase four will be 3 million TEU (twenty-foot equivalent unit). This is the first PPP port project which has received viability gap funding from the Governments of India and Kerala. Mumbai corporate partner Alice George led the transaction. The Government of Kerala and Vizhinjam Seaport International Ltd were advised by Hemant Sahai Associates in respect of the project’s concession agreement which was signed on 17 August 2015.
Davis Polk has advised Merrill Lynch International as solicitation agent in respect of a solicitation of consents by Fantasia Holdings Group Co Ltd from the holders of its 13.75 percent senior notes due 2017, 10.625 percent senior notes due 2019, 10.75 percent senior notes due 2020 (cleared through Euroclear and Clearstream) and 7.875 percent senior notes due 2016 (cleared through CMU) to certain amendments under the indentures governing such notes. The amendments were made to conform with the indentures to the terms of Fantasia Holdings Group’s 11.5 percent senior notes due 2018 issued on 1 June 2015. Fantasia Holdings Group is a leading property developer and property-related service provider in China. Partner William F Barron led the transaction.
Dorsey & Whitney has represented ASX-listed Galaxy Resources Ltd, a lithium-focused resources company with assets spanning Australia, China, Canada and Argentina, in respect of an interim financing by Tianqi HK Co Ltd to Galaxy and in the sale by Galaxy of the shares of Galaxy Lithium International Ltd, which owned the Jiangsu Lithium Carbonate Plant, to Tianqi HK. The Jiangsu Plant in China is the first fully-automated process plant in the Asia Pacific region and produces battery grade lithium carbonate. Completion of the sale was subject to Australian and Chinese regulatory approvals, as well as Galaxy and Sichuan Tianqi shareholder approvals, which were obtained by Galaxy’s Australian and Chinese counsels. The enterprise value of the sale was US$173.2 million comprising of a cash consideration of US$71.7 million and assumption of Chinese bank debt. Partners David Richardson and Eden McMahon led the transaction.
Hogan Lovells has advised UBS AG Hong Kong Branch as financial adviser to China Hi-Tech Group Corp (CHTC) subsidiary China Hi-Tech Holding Company Ltd, in respect of a US$280 million voluntary conditional cash offer to acquire all the issued H shares of Jingwei Textile Machinery Company Ltd. The unique feature of the deal is that no comparable offer is required to be made to the holders of A shares listed on Shenzhen Stock Exchange under the Code on Takeovers and Mergers after confirmation from the China Securities Regulatory Commission and Shenzhen Stock Exchange is obtained. CHTC is one of the leading textile machinery manufacturers in China and is supervised by the State-owned Assets Supervision and Administration Commission of the State Council. Jingwei Textile, a subsidiary of CHTC, is the biggest spinning manufacturer in China and is listed on the HKSE and Shenzhen Stock Exchange. Hong Kong partner Nelson Tang led the transaction.
J Sagar Associates has advised Dewan Housing Finance Corp Ltd (DHFL) in respect of Pramerica Asset Managers Private Ltd’s (PAM) acquisition of Deutsche Mutual Fund’s India asset management business for approximately INR600 crores (US$89.6m). DHFL is a joint venture partner in PAM with Prudential Financial. Partners Somasekhar Sundaresan, Jay Gandhi and Gautam Gandotra led the transaction. PAM was advised by Cyril Amarchand Mangaldas led by partners Ashwath Rau and Shishir Vayttaden. Deutsche Asset Management was advised by Phoenix Legal Mumbai led by partner Sawant Singh.
J Sagar Associates has also advised The Carlyle Group in respect of its acquisition of a significant minority stake in Faridabad-based DEE Piping Systems (incorporated as DEE Development Engineers Ltd), a company that provides design, detailed engineering and fabrication of high-quality pressure piping systems to clients across diversified industries, such as power, process and oil & gas. Equity for the transaction came from First Carlyle Ventures III, whose affiliate is advised by The Carlyle Group. Carlyle’s investment has been made through a mix of primary infusion in the company and purchase of secondary stake from other investors. Partner Vikram Raghani led the transaction. DEE and its selling shareholders were advised by CAM led by Vandana Sekhri and Aditi Manchanda.
Khaitan & Co has advised Redknee Solutions Inc in respect of the India leg of the global transaction which involved acquisition of certain assets of Orga Systems GmbH & Co KG and Orga Systems Holding GmbH. The India leg involved the acquisition of shares of Orga Systems India Private Ltd from its shareholders Orga Systems GmbH & Co KG and Orga Systems Holding GmbH. Redknee is a leading global provider of innovative software products, solutions and services. Partner Niren Patel, supported by partner Bijal Ajinkya and associate partner Arindam Sarkar, led the transaction.
Khaitan & Co has also advised TA Associates in respect of the acquisition, along with Argan (Mauritius) Ltd, of 37.33 percent stake of Atria Convergence Technologies Private Ltd for approximately US$500 million. TA Associates is one of the most experienced global private equity investment firms with over 450 investments and has raised over US$18 billion of capital. Partners Haigreve Khaitan and Aakash Choubey, supported by associate partners Kartick Maheshwari and Harsh Walia, led the transaction.
Kirkland & Ellis is advising the special committee of the board of directors of Nasdaq-listed eLong Inc, a leading mobile and online travel service provider in China, in respect of its evaluation of a ‘going private’ proposal from Tencent Holdings Ltd. The eLong Board of Directors received the proposal on 3 August 2015. Hong Kong corporate partners David Zhang, Jesse Sheley and Amie Tang are leading the transaction.
Majmudar & Partners has represented leading US-based consulting company Agora Group LLC in respect of the sale of its Indian captive to Virtusa Corp as a part of a global asset purchase agreement. The deal was valued at US$11 million. Partner Rukshad Davar, assisted by tax principal Ravishankar Raghavan, led the transaction whilst Smith, Gambrell and Russell advised on US law. Virtusa was advised by ALMT Legal on Indian law.
Norton Rose Fulbright has advised IRC Ltd in respect of its fully underwritten open offer. IRC is an iron ore mining company operating in the Russian Far East and is the HKSE-listed subsidiary of Petropavlovsk plc. The open offer raised approximately US$50 million for IRC to finance the completion of the final stage of construction at its K&S Project and for general working purposes. Approximately 1.3 billion new shares were issued by IRC under the open offer on a ratio which entitled existing shareholders to subscribe for four new IRC shares for every 15 existing shares held at HK$0.315 (US$0.04) per new share. The offer was underwritten by a consortium of hedge funds comprising Pine River Lux Investments Sarl, Sothic Capital European Opportunities Master Fund Ltd and JABCAP Multi Strategy Master Fund Ltd. Partner Jon Perry led the transaction whilst IRC’s controlling shareholder Petropavlovsk was advised by London partner Simon FT Cox.
Shardul Amarchand Mangaldas & Co has advised IDFC in respect of its demerger. IDFC received an in principle approval from the Reserve Bank of India (RBI) to operate as a bank. Under RBI guidelines for licensing of new banks, IDFC had to revise its organisation structure for IDFC Bank and for its other businesses under a non-operating financial holding company. Accordingly, IDFC decided to demerge its financial undertaking to IDFC Bank through a scheme of arrangement and separately transfer the shares of its subsidiaries which undertake other regulated financial services business to its non-operating financial holding company. Upon effectivity of the scheme of arrangement, IDFC Bank will commence operations as an RBI-licensed bank after having received the financial undertaking from IDFC and shall be listed on the NSE and the BSE. The demerger was sanctioned by the Madras High Court on 25 July 2015 and the scheme is expected to be effective in October 2015. IDFC Bank’s net worth on the effective date, subsequent to vesting of financial undertaking and capitalization, will be approximately INR13,825 crores (US$2b) whilst the net worth of residual IDFC will be approximately INR10,514 crores (US$1.58b). Executive Chairman Shardul Shroff, assisted by partners Raghubir Menon and Anirudh Das, led the transaction.
Shardul Amarchand Mangaldas & Co has also advised Warburg Pincus in respect of its acquisition, through its affiliate, of a strategic stake in PRL Developers Private Ltd, a leading real estate developer with key projects in Mumbai and the suburban region. PRL Developers is a member of the Ajay Piramal Group of Companies. Valued at INR1,800 crores (US$268.67m), the deal is the second largest PE investment in the Indian real estate sector. Managing partner Akshay Chudasama, assisted by partners Ashoo Gupta and Mithun V Thanks, led the transaction which closed in the first week of August 2015.
Stephenson Harwood (Singapore) Alliance has advised SGX Catalist Board-listed SBI Offshore Ltd in respect of its acquisition of a 51 percent stake in four revenue-generating solar photovoltaic power plants and systems in Europe and two operating companies from its German partner, the Gräss Group, for S$13.97 million (US$9.9m). The assets will be injected into Graess Energy Pte Ltd, a joint venture between SBI Offshore and the Gräss Group. The firm also advised SBI Offshore on the joint venture agreement. Partner Douglas Koh led the transaction.
WongPartnership is acting as Singapore counsel for Samsung C&T Corps in respect of the approximately US$7.7 billion proposed all-stock takeover offer by Samsung’s de facto holding company Cheil Industries Inc by way of a merger under Korean law. Joint managing partner Ng Wai King and partner Audrey Chng are leading the transaction.
WongPartnership is also acting as Singapore counsel for KKR Credit Advisors (US) LLC in respect of the proposed investment of US$150 million by KKR Jupiter Investors Pte Ltd in JBF Industries Ltd and its Singapore subsidiary JBF Global Pte Ltd by way of subscription of equity shares in JBF Industries and compulsorily convertible preference shares in JBF Global. Partners Low Kah Keong and Quak Fi Ling are leading the transaction.