Deals – August 5, 2015

Allen & Gledhill has also advised BNP Paribas, Citicorp International Ltd, Citicorp Investment Bank (Singapore) Ltd and Citibank NA London Branch in respect of the establishment of a S$500 million (US$361m) multicurrency medium term note programme issued by Precious Projects Pte Ltd. BNP Paribas was appointed arranger and dealer. Citicorp International was appointed trustee for holders of the notes, CDP transfer agent and CDP Registrar. Citicorp Investment was appointed CDP paying agent and Singapore agent bank. Citibank was appointed non-CDP paying agent, London agent bank, non-CDP transfer agent and non-CDP registrar. Partners Glenn Foo, Sunit Chhabra and Magdalene Leong led the transaction.

AZB & Partners is advising Leeu Collection, owned by Mr. Analjit Singh, promoters of Max group, in respect of the acquisition by way of a business transfer of “Le Quartier Francais” Hotel owned by Le Quartier Francais Proprietary Ltd in Franschoek, South Africa. Partner Anil Kasturi is leading the transaction which was announced on 20 July 2015 and is yet to be completed.

Baker & McKenzie is advising The Link Real Estate Investment Trust (The Link REIT) in respect of its acquisition of Corporate Avenue 1 & 2 in Shanghai, PRC for approximately RMB6.6 billion (US$1.73b) from Shui On Land Ltd. Comprising two Premium Grade A office towers and a connecting retail podium and pavilion with street shops and carparks, this is The Link REIT’s first acquisition of a mixed-use property in Mainland China. Completion of the acquisition is expected to take place on 24 August 2015. The Link REIT currently has a portfolio of properties with an internal floor area of approximately 11 million square feet of retail space and approximately 77,000 car parking spaces. The majority of its properties are in Hong Kong. Edmond Chan, head of the real estate practice in Hong Kong/China, and Milton Cheng, head of the REIT practice in Hong Kong/China, assisted by real estate partner May Lau, are leading the transaction.

Baker & McKenzie has also advised Meiji Yasuda Life Insurance Company in respect of its acquisition of 100 percent of the outstanding shares of NYSE-listed US insurance group StanCorp Financial Group Inc. The transaction, valued at approximately US$5 billion, is one of the biggest acquisitions of an overseas corporation by a Japanese insurance company. Meiji Yasuda Life, founded in 1881 and headquartered in Tokyo, is ranked the 21st largest life insurance company in the world and operates in Japan, the US, China, Indonesia, Thailand and Poland. Since it became the first Japanese life insurer to enter the US market in 1976, it has accumulated almost 40 years of experience there. StanCorp, founded in 1906 and headquartered in Portland, Oregon, is one of the top US life insurance companies, particularly in the area of group insurance. Principal Jiro Toyokawa (Tokyo) and partner Craig Roeder (Chicago), supported by partners Kiyoshi Endo (Tokyo), Toshio Ibaraki (Tokyo), Jakub Teply (Chicago), Maura Ann McBreen (Chicago) and Thomas May (New York), led the transaction.

Bird & Bird has advised Oxley Holdings Ltd in respect of its investment to acquire a 20 percent stake in the enlarged share capital of Galliard (Group) Ltd, a leading UK property developer, for a total subscription price of £50 million (US$78m). The partnership with Galliard Group will see Oxley capitalising and leveraging on Galliard Group’s construction and property development expertise and network in UK in its business going forward. Oxley is a Singapore-listed lifestyle property developer specialising in the development of quality residential, commercial and industrial projects. Partners Helen Gavin-Brown (UK) and Marcus Chow (Singapore) led the transaction.

Christopher & Lee Ong, Rajah & Tann’s Malaysia office, supported by Rajah & Tann (Singapore), is acting as Malaysian counsel to Zhiyuan International Investment & Holding Group (Hong Kong) Co Ltd in respect of its investment in Perwaja Holdings Berhad for the restructuring and regularisation of the Perwaja group. The conditional master framework agreement was signed with Perwaja on 15 July 2015. Under the proposed regularisation scheme are inter-conditional components which comprises proposed balance sheet restructuring, proposed debt restructuring, proposed recapitalisation and proposed exemption. Pursuant to the proposed recapitalisation and upon the master framework agreement becoming unconditional, Zhiyuan will subscribe to Perwaja’s shares by way of rights issue and a special issue, in which the cash proceeds will be injected into Perwaja in four tranches. Zhiyuan intends to revamp Perwaja’s business from traditional steel-making to the production of stainless steel and steel alloy products by transferring innovative, energy efficient and green technology to the production and product lines of the Perwaja plant at Kemaman, Terengganu, Malaysia. Partners Yon See Ting and Danny Lim are leading the transaction which was announced on 15 July 2015 and is valued at RM1.8 billion (US$471m).

Cyril Amarchand Mangaldas is advising BNP Paribas SA in respect of its acquisition of Sharekhan Ltd, a stock-broking company with business interests in over eight other regulated businesses in the financial services space. Mumbai corporate partners Ashwath Rau and Shishir Vayttaden, supported by Bangalore employment law partner Rashmi Pradeep, New Delhi tax partner SR Patnaik and Mumbai competition law partner Nisha Kaur Uberoi, are leading the transaction which was signed on 30 July 2015, with closing expected by 31 January 2016.

Davis Polk has advised Delta Air Lines Inc in respect of its strategic investment in China Eastern Airlines Corp Ltd. Pursuant to the terms of the investment, Delta has conditionally agreed to subscribe for approximately 466 million H Shares of China Eastern for an aggregate subscription price of approximately HK$3.5 billion (US$451m). The investment is subject to a number of conditions precedent, including obtaining governmental and regulatory approvals and entering into a marketing agreement between the parties. Upon completion of the investment, Delta will hold approximately 3.55 percent of the issued shares and 10 percent of the H shares in China Eastern, assuming no placing shares are issued by China Eastern under its proposed A share placing. Headquartered in Atlanta, USA, Delta is principally engaged in civil aviation, serving more than 170 million customers each year. Headquartered in Shanghai, China Eastern’s aviation business includes the provision of passenger, cargo, mail delivery, tour operations and other extended transportation services. Its H shares are listed on the HKSE, its A shares are listed on the Shanghai Stock Exchange and its ADRs are listed on the NYSE. Partner Paul Chow led the transaction.

Dhir & Dhir Associates has advised Charismatic Infratech Private Ltd, wholly-owned by Ansal Infrastructure & Properties Ltd, in respect of the issue of secured, rated, listed, redeemable, non-convertible debentures aggregating to INR1 billion (US$15.7m) on private placement basis. The said NCDs were subscribed by domestic as well as FII investors and were listed on the WDM segment of the BSE. Associate partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised L&T Infrastructure Finance Company Ltd in respect of the financial assistance of INR1.18 billion (US$18.5m) for re-financing part of the existing loan availed by ReNew Wind Energy (Rajkot) Private Ltd for its 45 MW (30 x 1.5 MW) wind-based power project in Vaspeth, Sangli District, Maharashtra. Associate partner Girish Rawat also led the transaction.

Herbert Smith Freehills has advised RHB Investment Bank Berhad, Maybank Investment Bank Berhad and The Hongkong and Shanghai Banking Corp Ltd as joint global coordinators, joint book-runners and joint underwriters in respect of the IPO of Sunway Construction Group Berhad, an arm of the Sunway conglomerate, one of Malaysia’s largest business groups. The IPO raised MYR478.4 million (US$125m), making it the second largest IPO in Malaysia this year, with Sunway Construction listing on the Bursa Malaysia Securities Berhad on 28 July 2015. Sunway Construction is a major regional construction company completing transport infrastructure, civil engineering projects and public, commercial and residential buildings across Malaysia, India and the Caribbean. Partner Siddhartha Sivaramakrishnan led the transaction.

J Sagar Associates has advised BVI company Inclusive Ventures Ltd (IVL) in respect of its investment into Rural Shores Business Services Private Ltd (RSBS). IVL acquired 13.5 percent of RSBS’s share capital. RSBS provides business enablement and business process outsourcing services and presently employs more than 2,000 employees in BPO and KPO centres set up in various rural locations in India. Existing investors in RSBS include Housing Development and Finance Corp Ltd, Tata Consultancy Services Ltd, Lok Capital II LLC and Hober Mallow Trust. Partners Sajai Singh and Probir Roy Chowdhury led the transaction.

J Sagar Associates has also advised Mann & Hummel Filter Private Ltd (MHIN), an Indian company which is an affiliate of the Germany-based Mann & Hummel group of companies, in respect of its divestment through a sale of shares in MHB Filter India Private Ltd, a joint venture of MHIN with Robert Bosch Investment Nederland BV and Bosch Ltd. Consequent to the transaction, MHB Filter is now wholly-owned by the Bosch entities. MHB Filter manufactures and sells filters and filter elements in automotive and industrial applications in India. Partners Sajai Singh and Seema Sukumar led the transaction.

Kirkland & Ellis is advising Mr. Xin Jin, Mr. Rubin Li and Mr. Jinbo Yao, the founders of NYSE-listed Xueda Education Group, a leading national provider of personalized tutoring services for primary and secondary school students in China, in respect of its definitive agreement and plan of merger with Shenzhen-listed Xiamen Insight Investment Co Ltd, a joint stock company established under the laws of the PRC, pursuant to which Insight will acquire Xueda for US$2.75 in cash per ordinary share or US$5.50 in cash per American Depositary Share of Xueda. Hong Kong corporate partners David Zhang and Jesse Sheley, assisted by corporate partners Benjamin Su and Amie Tang, are leading the transaction which was announced on 27 July 2015.

Kirkland & Ellis has also represented The Carlyle Group in respect of the RMB530 million (US$85.35m) investment by its RMB fund Carlyle Beijing Partners Fund LP and affiliates in Beijing Ubox Technology & Trade Co Ltd, a leading vending machine operator in China. Hong Kong corporate partner Frank Sun, supported by Shanghai litigation partner Tiana Zhang, led the transaction which was announced on 30 July 2015.

Latham & Watkins has advised IDG Technology Venture Investments LP in respect of Nasdaq-listed Tarena International Inc’s investment from KKR. Tarena, a leading provider of professional education services in China, closed in mid-July the previously-announced agreements with global investment firm KKR and Tarena founder, chairman and CEO Mr. Shaoyun Han to purchase US$90.5 million of ordinary shares in Tarena from existing pre-IPO shareholders, which are funds managed by affiliates of Goldman Sachs and IDG Technology Venture Investments LLC. The transaction was structured as an exempt block trade, with KKR agreeing to purchase approximately 6.8 million ordinary shares representing approximately 13 percent stake in Tarena from the selling shareholders for US$70 million and Mr. Han agreed to purchase 2 million ordinary shares representing approximately 3.8 percent stake in Tarena from the selling shareholders for US$20.5 million in private transactions. Mr. Han funded the purchase through the issuance by an entity wholly-owned by Mr. Han of a convertible bond to KKR. Hong Kong counsel Guiping Lu led the transaction.

Latham & Watkins has also represented Adani Ports and Special Economic Zone Ltd (APSEZ) in respect of the offering of its US$650 million (US$469.3m) 3.5 percent senior notes due 2020. APSEZ is India’s largest private developer and operator of ports and related infrastructure. Singapore partners Rajiv Gupta and Timothy Hia, supported by partner William Lu in New York and partner Lene Malthasen in London, led the transaction.

Maples and Calder has acted as Cayman Islands counsel to CCBL (Cayman) Corp Ltd in respect of its issue of US$500 million 3.25 percent guaranteed senior notes due 2020. The notes, which are listed on the HKSE, are irrevocably guaranteed by CCB Leasing (International) Corp Ltd, which is under the management control of CCB Financial Leasing Corp Ltd (CCB Leasing). A wholly-owned subsidiary of China Construction Bank Corp, CCB Leasing is one of the leading financial leasing companies in the PRC. Partner Jenny Nip led the transaction whilst Linklaters acted as English counsel. Clifford Chance acted as the English counsel for the joint lead managers comprising of CCB International Capital Ltd, The Hongkong and Shanghai Banking Corp Ltd, Morgan Stanley & Co International plc, Standard Chartered Bank, Australia and New Zealand Banking Group Ltd, Citigroup Global Markets Ltd, DBS Bank Ltd and UBS AG Hong Kong Branch.

Maples and Calder has also acted as British Virgin Islands and Cayman Islands counsel to Rosy Capital Global Ltd in respect of its issue of CNY1.3 billion (US$209.35m) 5.25 percent guaranteed notes due 2018. The notes, which are listed on the HKSE, are unconditionally and irrevocably guaranteed by Beijing Capital Juda Ltd, which is under the management control of Beijing Capital Group Co Ltd, a leading conglomerate in the PRC primarily engaged in the businesses of water and environmental protection, infrastructure, real estate and financial services within the PRC. Partner Jenny Nip led the transaction whilst Linklaters acted as Hong Kong counsel to the issuer, the guarantor and Beijing Capital Group. Clifford Chance acted as Hong Kong counsel to the joint lead managers, which comprised of The Hongkong and Shanghai Banking Corp Ltd, DBS Bank Ltd, ABCI Capital Ltd, Bank of China (Hong Kong) Ltd and China Construction Bank Corp Singapore Branch.

Morrison & Foerster is representing Global Logistic Properties (GLP) in respect of the acquisition of a US$4.55 billion US logistics portfolio from Industrial Income Trust. The portfolio comprises 58 million square feet of state-of-the-art, in-fill logistics assets spread across 20 major markets. The largest markets include Los Angeles, Metro DC and Pennsylvania. GLP, the leading provider of modern logistics facilities in China, Japan and Brazil, intends to inject the portfolio into its fund management platform. A definitive agreement was entered into in July 2015 with GLP expecting to own 100 percent of the portfolio upon closing by 16 November 2015, and paring down its stake to 10 percent by April 2016. The transaction will enlarge GLP’s US footprint by 50 percent to 173 million square feet (16.1 million sq mts), with GLP becoming the second largest logistics property owner and operator in the US within a year of market entry. Subsequent to this transaction, GLP’s global portfolio will encompass more than 500 million square feet (47 million sq mts) and approximately US$33 billion of assets under management worldwide. Washington DC partner David Slotkin, Singapore partner Eric Piesner and New York partner Jeff Bell, supported by partners Michelle Jewett, Bernie Pistillo, Tom Fileti, Marc Young, Tom McGovern, Nicholas Spiliotes and Bill Tarantino, are leading the transaction.

Norton Rose Fulbright has acted for financial institution ME (formerly ME Bank) in respect of its biggest issue of residential mortgage-backed securities (RMBS) since the global financial crisis. ME recently launched SMHL Series Securitisation Fund 2015-1 and in the process raised A$1.5 billion (US$1.1b). The transaction structure provided for six classes of bonds with the two most senior tranches, Class A1 Bonds and Class A2 Bonds, to be listed on the Irish Stock Exchange. The deal comes at a time of heightened regulatory scrutiny in Australia of major financial institutions’ capital reserves being driven by the Australian Prudential Regulation Authority (APRA). Partner Scott Millar led the transaction supported by a team in Melbourne and Sydney including Adele Gray, Clare Samson, Claire Falkner, Vittoria Casamento and Aaron Mundy, David Shearer and Vishal Mawkin in London and David Johnson in Hong Kong.

Norton Rose Fulbright has also advised The Bank of New York Mellon as trustee in respect of Adani Ports and Special Economic Zone Ltd (APSEZ)’s US$650 million 3.5 percent senior unsecured offering. APSEZ is part of the Adani Group, an integrated infrastructure corporation. The issue was the Indian private ports operator’s inaugural bond offering. The bonds are listed and quoted on the official list of the SGX-ST. The five-year 144A and Regulation S bond offering was settled through the New York clearing system, the Depository Trust Company (DTC). Barclays Bank Plc, Citigroup Global Markets Inc, Emirates NBD PJSC, Merrill Lynch International and SBICap (Singapore) Ltd acted as joint book-runners and joint lead managers on the transaction. Singapore partner Vicky Münzer-Jones led the transaction.

Rajah & Tann is advising SAC Capital Private Ltd as the sponsor, issue manager, underwriter and placement agent in respect of the invitation and listing of CMC Infocomm Ltd on the Catalist Board of the SGX-ST. The company offered a total of 24 million shares under a public offer and a placement. The market capitalisation of the company immediately post-invitation will be S$38 million (US$27.4m). The CMC Infocomm Group is a regional integrated and innovative communications solutions and services provider with operations in Singapore, Thailand and the Philippines. With over 20 years of experience in the telecommunications industry, CMC Infocomm has completed numerous projects in Singapore, Thailand, the Philippines and Malaysia since 2011. Partner Danny Lim is leading the transaction.

Shardul Amarchand Mangaldas & Co has advised SAIF India V FII Holdings Ltd in respect of the preferential allotment of equity shares by KDDL Ltd to SAIF India. KDDL, which manufactures and services watches and watch components, has approved the issuance of approximately one million equity shares to SAIF India, registered as a foreign portfolio investor, on a preferential allotment basis, subject to shareholders’ approval. As a result of the preferential allotment, SAIF India will hold approximately 10 percent of the paid up equity share capital of KDDL. Partner Puja Sondhi led the transaction which is expected to close on August 2015 and is valued at approximately INR300 million (US$4.7m). Crawford Bayley & Co advised KDDL.

Shardul Amarchand Mangaldas & Co has also acted as Indian counsel to Newmont Mineral Holdings BV, the controlling shareholder of European Gold Refineries SA (EGR), in respect of the acquisition of 100 percent of EGR’s shareholding by Indian-listed Rajesh Exports Ltd (REL), through its indirect overseas subsidiary. EGR is the holding company of Valcambi SA, one of the leading precious metal refiners in the world. REL acquired the shares of EGR from Newmont, which holds approximately 60.64 percent of the shareholding of EGR, and from other minority shareholders. The deal closed on 27 July 2015 and was valued at up to US$400 million. Partner Akila Agrawal led the transaction whilst Vischer Ltd acted as Swiss counsel.

Shearman & Sterling has advised the lenders in respect of the engineering, procurement, construction, operation, development, financing and design of the 200 MW (260MWp) Saih al Dahal independent power generation plant in Dubai using solar photovoltaic (PV) technology. The PV plant, the first private sector solar project in Dubai, is based on the Independent Power Producer model, and is scheduled to be operational in the first half of 2017. A consortium consisting of Saudi Arabia’s energy developer ACWA Power and Spanish engineering and construction company TSK Electrónica y Electricidad SA, selected by the Dubai Electricity and Water Authority (DEWA), are international sponsors of the project. DEWA itself owns 51 percent of the project. The project lenders – Abu Dhabi’s First Gulf Bank and two Saudi Arabian banks, The Saudi National Commercial Bank and Samba Financial Group – have funded the project with loans structured on a limited recourse basis. Total project costs are in the region of US$350 million. Singapore Project Development & Finance partner Ben Shorten led the transaction.

Shearman Sterling is also acting as US counsel to the special committee of Momo Inc’s board of directors in respect of the review and evaluation of the previously announced preliminary non-binding “going private” proposal letter that the board of directors received on 23 June 2015. Nasdaq-listed Momo is a leading mobile social networking platform in China. Conyers Dill & Pearman is acting as Cayman Islands counsel.

Weerawong C&P has represented Ananda MF Asia Chitlom Co Ltd as the borrower in respect of the credit facilities with Kasikornbank Public Company Ltd in the acquisition of land and the construction of a condominium project in the heart of Bangkok. The financing is structured to ensure the equivalence of liabilities among the shareholders. The deal was valued at β1.19 billion (US$33.9m) and closed on 29 June 2015. This residential project is another joint venture between Ananda Development Public Company Ltd and Mitsui Fudosan Co Ltd, a major real estate developer in Japan. Partner Passawan Navanithikul led the transaction.

Weerawong C&P has also represented Bangkok Bank Public Company Ltd in respect of the β879 million (US$25m) loan agreement with Globex Corp Ltd for the financing of the subscription offering of shares in Precious Shipping Public Company Ltd, one of the biggest shipping companies in Thailand. The financing document is structured to address the risk associated with the non-requirement of certain security and the on lending to other shareholders for financing that subscription. The shares are listed in the Stock Exchange of Thailand. Partner Passawan Navanithikul also led the transaction.

Weil, Gotshal & Manges has advised Fortune 500 company HNA Group Co Ltd, a leader in global aviation and tourism, in respect of its CHF2.73 billion (US$2.8m) acquisition of Swissport, the world’s largest ground and cargo handling company, from PAI Partners. Under the terms of the transaction, Swissport will remain a stand-alone business within HNA Group, complementing HNA’s existing activities including aviation, airport management, logistics and tourism, and further expanding both companies’ global footprint. The transaction is subject to customary regulatory and anti-trust approvals by the relevant authorities. Headquartered in Hainan Province, China, HNA Group was founded in 1993 and has over the past two decades grown from a local aviation transportation operator to a multinational conglomerate encompassing aviation, airport management, financial services, real estate, retail, tourism and logistics. London corporate partner Peter King, assisted by Beijing corporate partner Li Li, led the transaction.

WongPartnership has acted for the lenders in respect of the grant of a S$200 million (US$144.4m) term loan facility to LMIRT Capital Pte Ltd, a wholly-owned subsidiary of Lippo Malls Indonesia Retail Trust. Partners Christy Lim and Tan Beng Lee led the transaction.

WongPartnership has also acted for DBS Bank Ltd, Deutsche Bank AG Singapore Branch, Standard Chartered Bank and Religare Capital Markets (Singapore) Pte Ltd as the joint lead managers in respect of the S$60 million (US$43.3m) 4.5 percent notes due 2018 issued by Religare Health Trust Trustee Manager Pte Ltd under its S$500 million (US$360.8m) multicurrency medium term note programme. Partners Hui Choon Yuen and Trevor Chuan led the transaction.