Deals – August 31, 2016

Conyers Dill & Pearman is advising Iluka Resources in respect of its proposed acquisition of Sierra Rutile, an AIM-listed BVI company with mineral sands mining operations in Sierra Leone. The takeover, which is to be implemented by way of a BVI statutory merger, is valued at approximately £215 million (US$281.7m) and is subject to approval by SRL’s shareholders and satisfaction of other customary conditions. Anton Goldstein led the transaction, working alongside Ashurst.

Conyers Dill & Pearman has also acted as Cayman Islands counsel to Greenland Hong Kong Holdings in respect of its issue of US$450 million 3.875 percent notes due 2019. Greenland Hong Kong Holdings is the subsidiary of Greenland Group, a company headquartered in Shanghai, China. Partner Lilian Woo led the transaction, working alongside Davis Polk & Wardwell and Allbright Law Offices.

Cyril Amarchand Mangaldas acted as sole counsel to Essar Ports in respect of the internal restructuring of its business operations by way of a composite scheme of arrangement involving Essar Ports, its wholly-owned subsidiary Vadinar Oil Terminal (VOT), Vadinar Ports & Terminals (an indirect wholly-owned subsidiary of Essar Ports and a subsidiary of VOT), Essar Ports affiliates Essar Power and Minerals, Hazira Coke and Yash Hotels, and their respective shareholders and creditors. Mumbai managing partner Cyril Shroff, assisted by corporate partners Ravi Kumar and Anchal Dhir, led the transaction, which was sanctioned by the Gujarat High Court on July 1, 2016.

Gibson, Dunn & Crutcher is representing Amber Shining Investment, Power Rich, Sky-mobi chairman and CEO Michael Tao Song, Xplane and Mobi Joy as the buyers in respect of Sky-mobi’s going-private transaction. Sky-mobi, a mobile application platform and game publisher in China, entered into a merger agreement with Amber Shining Investment and Power Rich, wherein Power Rich will merge with Ski-mobi, which will continue as the surviving corporation and a wholly-owned subsidiary of Amber Shining Investment. The consideration of the merger represents a premium of 25 percent over Sky-mobi’s closing price of US$1.76 per ADS on June 22, 2016, the last trading day prior to the announcement of its receipt of a going-private proposal. The buyers intend to fund the merger with the proceeds from the US$40 million committed loan facility arranged by China Merchants Bank. Bejing partner Fang Xue is leading the transaction, which was announced on August 22, 2016 and is subject to customary closing conditions. Walkers is serving as Cayman Islands adviser to the buyers. Cleary Gottlieb Steen & Hamilton is serving as US adviser to the Sky-mobi. Orrick, Herrington & Sutcliffe is serving as US adviser to the special committee of Sky-mobi’s board of directors while Conyers Dill & Pearman is serving as Cayman Islands adviser.

Khaitan & Co has advised Jawaharlal Nehru Port Trust (JNPT) in respect of a US$400 million external commercial borrowing from State Bank of India and DBS Bank for the implementation of a road project to the Jawaharlal Nehru Port by Mumbai-JNPT Port Road Company, a special purpose vehicle of JNPT, NHAI and CIDCO. Jawaharlal Nehru Port, also known as Nhava Sheva, is the largest container port in India. Partner Devidas Banerji led the transaction, which is the first of its kind for a major port in India and opens up an economical avenue for major and government ports to raise foreign currency funds by accessing international markets.

Khaitan & Co has also advised Ford Motor in respect of its US$15 million acquisition of a minority stake in ZoomCar through Ford Smart Mobility, the automobile investment arm of Ford. Ford Motor is an American multinational automaker headquartered in Dearborn, Michigan. ZoomCar India is the wholly-owned subsidiary of ZoomCar. Associate partner Vinay Joy led the transaction.

Luthra & Luthra Law Offices has advised Adani Transmission, one of the largest private transmission services providers in India, in respect of its near simultaneous bond issuances in the international market for approximately Rs38 billion (US$566.2m) by way of an issuance of US$500 million US dollar-denominated bonds through a broad global offering and Rs5 billion (US$74.5m) rupee-denominated masala bonds. Both sets of bonds have been listed on the SGX and are senior secured obligations of Adani Transmission. This was the first investment grade-rated regulated asset transaction in the energy sector with a comprehensive covenants and security package from India. Partners Bikash Jhawar and Rohit Raghavan, assisted by partners Manan Lahoty and Lokesh Shah, led the transaction while Linklaters acted as foreign counsel. The domestic and foreign counsels on the transaction were Cyril Amarchand Mangaldas and Latham & Watkins, respectively, with Norton Rose Fullbright acting for Standard Chartered Bank, the international note trustee.

Maples and Calder has acted as Cayman Islands counsel to Far East Consortium International in respect of its establishment of a US$1 billion medium term note programme. The issuer is a regional conglomerate with property development, hospitality and car parking ventures in China, Hong Kong, Malaysia, Singapore, Australia, New Zealand and the UK. The programme is listed on the HKSE. Partner Lorraine Pao led the transaction while Reed Smith Richards Butler advised on English and Hong Kong laws. Linklaters advised the dealers and the trustee on English law.

Norton Rose Fulbright has advised Conergy in respect of the development and project financing of Australia’s first solar and battery storage project. The Lakeland solar PV project is located at the fringe of Ergon’s grid in northern Queensland. It will have an installed capacity of 10.8MW combined with a 5.3MWh battery storage system. The project will receive both a funding grant from the Australian Renewable Energy Agency and debt financing from NordLB. Global head of energy Simon Currie, supported by partners Emanuel Confos and Noni Shannon, led the transaction. Clifford Chance advised NordLB in respect of the 15-year non-recourse financing facility, led by partner Philip Sealey.

Rajah & Tann Singapore is advising PPL Holdings and its wholly-owned subsidiary E-Interface Holdings in respect of the disposal of their entire interest in PPL Shipyard to SembCorp Marine for approximately US$115 million. PPL Holdings is 45 percent owned by Singapore-listed Yangzijiang Shipbuilding (Holdings). PPL Shipyard is engaged in the design, construction, repair and improvement of oil rigs, ships and other ocean going vessels. Partner Danny Lim is leading the transaction, which was announced on August 23, 2016 and is yet to be completed.

Shearman & Sterling is advising BW Group in respect of its agreement with Pakistan GasPort to provide LNG regasification services using a new-build floating storage and regasification unit for the second Pakistan LNG terminal. Due to be commissioned by June 30, 2017 at Port Qasim, Karachi, this landmark project will reduce Pakistan’s gas deficit by 30 percent, ensure fuel for 3,600MW of new power generation plants being constructed in Pakistan to reduce power outages by 80 percent, and translate to about US$1.5 billion in annual foreign-exchange savings. Partner Anthony Patten led the transaction. Pinsent Mason acted for Pakistan Gas Port consortium.

Shearman & Sterling has also advised Greenko Energy Holdings and Greenko Investment in respect of the offering of US$500 million 4.875 percent senior notes due 2023 by Greenko Investment, unconditionally guaranteed by Greenko Energy Holdings on a senior basis. The offering marked India’s first high-yield green bond issuance and addressed the financing needs of Greenko Energy Holdings’ Indian operating subsidiaries. The notes are listed on the SGX-ST. Deutsche Bank, Investec, JP Morgan, Morgan Stanley and UBS were the joint bookrunners and joint lead managers of the offering, with JP Morgan as the lead green structuring agent. Greenko Investment is an indirect subsidiary of Greenko Energy Holdings, one of the leading independent owners and operators of clean energy projects in India, with a portfolio of hydropower, wind and thermal projects having a combined installed capacity of more than one gigawatt. Partner Andrew Schleider led the transaction.

Skadden has acted as US counsel to Hangzhou Liaison Interactive Information Technology, a company engaged in the research, development and operation of mobile terminal operation systems, middleware platforms and related applications, in respect of its acquisition of a majority 64.18 percent equity stake in Nasdaq-listed Dehaier Medical Systems. Partners Peter Huang, Joseph Yaffe, Sean Shimamoto, Bradley Klein and Karen Corman led the transaction, which closed on August 19, 2016.

Stephenson Harwood has advised TNG (Asia) in respect of its successful application to the Hong Kong Monetary Authority for a licence to provide stored value facilities (SVF). The HKMA announced last week that TNG was one of the first five SVF providers to be granted such a licence under the new regulatory regime established by the Payment Systems and Stored Value Facilities Ordinance. TNG provides a mobile app based facility for making retail payments via the TNG e-wallet. Managing partner Voon Keat Lai and regulatory team head partner Mark Reed led the transaction.

WongPartnership is acting for SMRT Buses in respect of the master framework for bus services agreement and three negotiated bus services contracts with the Land Transport Authority of Singapore, under which 77 bus services operated by SMRT Buses will be brought under the government bus contracting model with effect from September 1, 2016 for periods ranging from four to seven years, subject to extension. The estimated total contract fee, excluding certain adjustments, service variation and incentive payment, for SMRT Buses is approximately S$1.9 billion (US$1.4b). Partners Annabelle Yip, Lam Chung Nian and Kylie Peh are leading the transaction.

WongPartnership is also acting for Mapletree Commercial Trust Management, as manager of Mapletree Commercial Trust (MCT), in respect of the S$1.78 billion (US$1.3b) acquisition of the office and business park components of Mapletree Business City (Phase 1) from its sponsor Mapletree Investments and the equity fund raising, comprising a private placement and a non-renounceable rights offering, undertaken by MCT to partially fund the cash portion of the acquisition. Partners Rachel Eng, Colin Ong, Andrew Ang, Tan Sue-Lynn and Angela Lim are leading the transaction.