Deals – December 7, 2016

Allen & Gledhill has also advised the Housing and Development Board on the issue of S$900 million (US$632.6m) fixed rate notes due 2021 under its S$32 billion (US$22.5b) multicurrency medium term note programme. Partners Margaret Chin and Sunit Chhabra led the transaction.

Ashurst has acted as lead counsel to Delta Capital Myanmar (formerly known as PMM Partners) on the establishment of its second Myanmar-focused private equity fund, which closed on a seed round of US$30 million capital commitments on November 1, 2016. The fund is sponsored by Hong Kong-based asset manager Simon Murray and Serge Pun & Associates (Myanmar), one of Myanmar’s leading business conglomerates. It aims to raise US$100 million for direct investments in companies principally based or incorporated and with primary business operations in Myanmar. Delta Capital closed its first Myanmar-focused PE fund on commitments of US$50 million in 2014. Its second fund comes at a time when real political change, underpinned by recent years of reforms and the peaceful transition to the new NLD-controlled government, is expected to lead to long-term high economic growth and an improving investment environment. Dean Moroz, supported by partners Ben Hammond (regulatory-Hong Kong, Jake Green (regulatory-London), David Nirenberg (US tax-New York), Margaret Sheehan (US securities law-Washington DC), Tae Jeon (ERISA-Washington DC) and James Comber (dispute resolution-Hong Kong), led the transaction.

Ashurst has also advised Studio City on its offering of US$1.2 billion senior secured notes, comprising US$350 million 5.875 percent senior secured notes due 2019 and US$850 million 7.25 percent senior secured notes due 2021. Studio City is a subsidiary of Studio City International Holdings, 60 percent of which is held indirectly by Melco Crown Entertainment. Studio City, the Hollywood-inspired, cinematically-themed resort in Macau, intends to use the net proceeds from the offering, together with cash on hand, to fund the repayment of its existing project financing comprising a senior secured term loan from 2012 which partially funded the greenfield construction of the resort. The firm acted for Studio City in the loan financing in 2012. The offering is one of the largest Asian high yield offerings in 2016. Deutsche Bank acted as sole global coordinator and left lead book-runner. Bank of America Merrill Lynch acted as joint book-runner, while ANZ and BOC International acted as passive joint book-runners. Partner Anna-Marie Slot, assisted by partners Stuart Rubin and David Nirenberg, led the transaction. White & Case, led by partner Eugene Man with support from partners Rob Mathews (London) and Jessica Zhou (Hong Kong), advised Deutsche Bank, Bank of America Merrill Lynch, ANZ and BOC International.

AZB & Partners has advised all the selling shareholders, including CVCIGP II Employee Rosehill, Client Rosehill, India B Holdings, Baring Private Equity Asia IV Mauritius Holdings (3), IDFC and other management shareholders, on the acquisition by BNP Paribas of 100 percent securities of Sharekhan and Human Value Development from all existing shareholders. Partner Vaidhyanadhan Iyer led the transaction, which was completed on November 23, 2016.

AZB & Partners has also advised Voonik Technologies on the approximately Rs408 million (US$6m) subscription of Series B3 compulsorily convertible cumulative preference shares by Sequoia Capital India Investments IV and RB Investments in Voonik. Partner Chetan Nagendra led the transaction, which was completed on November 18, 2016.

Clifford Chance has advised Coca-Cola on the signing of definitive agreements relating to the re-alignment of the company’s bottling operations in China, its third largest market by volume. The re-alignment involves Coca-Cola’s Bottling Investments Group disposing all of its bottling units in China, which manufactures, distributes and sells non-alcoholic ready-to-drink beverages, to Swire Beverages Holdings and Cofco Coca-Cola Beverages; Swire and Cofco swapping certain of their bottling units in China; and Swire acquiring from a subsidiary of Coca-Cola the 12.5 percent interest in Swire Beverages which is not already owned by Swire. The transactions involve an aggregate value of approximately US$1.4 billion and will result in a division of the Coca-Cola bottling system in China between Cofco and Swire. Closing of these transactions is subject to satisfaction of various conditions, including regulatory approvals from the relevant government authorities. M&A partner Amy Ho, supported by Beijing partner Richard Blewett, led the transaction.

Davis Polk has advised Su Sih (BVI) as the selling stockholder on a SEC-registered secondary offering of 13.8 million shares of TTM Technologies’ common stock, raising total net proceeds of approximately US$152 million. Nasdaq-listed TTM Technologies is a leading global printed circuit board (PCB) manufacturer, focusing on quick-turn and volume production of technologically complex PCBs and electro-mechanical solutions. Corporate partner James Lin led the transaction.

Davis Polk has also advised the underwriter on Kexim’s SEC-registered Schedule B debt offering of US$200 million aggregate principal amount of its floating-rate notes due 2018. Kexim is an official export credit agency providing comprehensive export credit and guarantee programmes to support Korean enterprises conducting overseas business. Corporate partners Eugene Gregor and James Lin led the transaction.

Gide has advised Bank of Communications, China’s fifth-largest commercial bank and the largest based in Shanghai, on the establishment of a branch in France of its Luxembourg subsidiary. Located in Paris, the new branch will offer more support to the growing number of Chinese investments in Europe. Bank of Communications currently operates in four other European countries. Partners Jean-Guillaume de Tocqueville (Paris) and Fan Jiannian (Shanghai) led the transaction.

HSA Advocates has advised JSW Infrastructure on its port user agreement executed on November 8, 2016 with the Government of Port of Fujairah for the development, operation and maintenance of Berth No. 5 and Berth No. 6 of Port of Fujairah, the United Arab Emirates. As one of the significant offshore investments undertaken by JSW in the port sector, the investment will help JSW to expand its outreach in the Middle East region and further expand its offshore operations. Since the port in its existing state is currently not being used to its optimum potential, the Government of Port of Fujairah has awarded this project to JSW to enable the most efficient use of the facility. Partner Anjan Dasgupta and associate partner Deepak Kumar Thakur led the transaction.

J Sagar Associates has advised Jindal Steel and Power (JSP) on the sale of its wind power business, as a going concern on a slump sale basis, to a wholly-owned subsidiary of India Infrastructure Fund II, a fund promoted by IDFC Alternatives (IDFC)-Parjanya Wind Power. JSP is part of the OP Jindal Group and has presence in diversified sectors, such as steel, power, mining and infrastructure. The transaction was part of JSP’s monetisation plan for generating cash flows. Partners Manvinder Singh and Vishnu Sudarsan led the transaction. IDFC was advised by Krishnamurthy & Co (K LAW).

J Sagar Associates has also advised Growth Catalyst Partners on its investment in the share capital of HR Food Processing, a Ranchi-based company which manufactures and markets dairy products under the brand Osam. Partner Aarthi Sivanandh led the transaction. Existing investor Aavishkaar was represented by PC Legal while HR Food Processing was represented by Vertices Partners.

Khaitan & Co has advised the Bank of Baroda on a Rs5 billion (US$73.6m) term loan facility extended to Raghuleela Builders to part-finance the construction of a commercial real estate project situated at Bandra-Kurla Complex, Mumbai. Bank of Baroda is an Indian state-owned banking and financial services company headquartered in Vadodara, Gujarat. Partner Kumar Saurabh Singh led the transaction.

Khaitan & Co has also advised Mac Charles (India) and its promoters on the on-market sale of its 73.41 percent stake to Embassy Property Developments for approximately US$96 million, which has resulted in a tender offer to the company’s shareholders. Mac Charles is involved in the operation and management of Le Meridian Hotel, Bengaluru, as well as other businesses in the hospitality sector across India. Partners Ganesh Prasad and Sharad Moudgal led the transaction.

Luthra & Luthra has advised Zee Entertainment Enterprises on the purchase of the general entertainment broadcasting business of the Anil Ambani-led Reliance Group and Zee Media on the purchase of 49 percent stake in the FM radio business, which operates under the brand 92.7 Big FM, of the Anil Ambani-led Reliance Group for an aggregate consideration of approximately Rs19 billion (US$280m). The definitive documents have been executed by the parties while closing of the transaction is subject to receipt of necessary regulatory approvals and approval of the High Court. Partners Deepak THM, Anshul Jain and Sundeep Dudeja, supported by partner designate Kanika Chaudhary Nayar, led the transaction.

Luthra & Luthra has also advised Financial Software & Systems (FSS) on a special leave petition (SLP) before the Supreme Court of India filed by Pawan Kumar Gupta, principal shareholder and director of RCI Cash Management, a company to whom FSS had outsourced the replenishment of ATMs with currency notes. Gupta and his employees have allegedly siphoned off Rs235 million (US$3.5m) from ATMs across India in June. Gupta obtained an anticipatory bail after three days of the rejection of his first bail application. The order granting bail to Gupta contained no reasons. The High Court of Telengana reversed the said order, against which Gupta filed an SLP. The Supreme Court dismissed Gupta’s petition and decided the matter in favour of FSS. Partner Anirban Bhattacharya led the transaction.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to a consortium led by Apex Technology on its US$3.5 billion acquisition of US printer maker Lexmark International. Apex designs, manufactures and markets inkjet laserjet cartridge chips for remanufacturers and distributors. This was reputedly the second-largest outbound acquisition in the technology sector ever completed by a Chinese investor and the third-largest US public takeover ever done by a Chinese investor. Partner Greg Knowles led the transaction. Skadden, Arps, Slate, Meagher & Flom and King & Wood Mallesons acted as US and China counsel to Apex, respectively.

Norton Rose Fulbright is advising Franch-listed group Vallourec on its mandatory general offer for the outstanding H shares of Anhui Tianda Oil Pipe, following the acquisition of its domestic shares pursuant to a sale and purchase agreement. The transaction is the first time a non-Chinese company has acquired the domestic shares of a China-incorporated, Hong Kong-listed company, triggering a mandatory general offer for the company’s H shares. This was made possible due to the loosening of restrictions relating to China’s steel policy to allow foreign owners to own more than 50 percent in steel manufacturers. Anhui Tianda Oil Pipe will be delisted following the close of the mandatory general offer. The transaction values Anhui Tianda Oil Pipe at HK$1.7 billion (US$219m). Vallourec has held a significant stake in Anhui Tianda Oil Pipe since 2011. The transaction will provide Vallourec with strategic and competitive advantages, as Anhui Tianda Oil Pipe’s steel manufacturing business complements Vallourec’s existing service offering. Hong Kong partner Emma de Ronde is leading the transaction while Gide Loyrette Nouel AARPI is advising on China law. Jun He is advising Anhui Tianda Oil Pipe on Hong Kong and China law.

Norton Rose Fulbright has also advised Mitsui and Mitsui OSK Lines (MOL) on the formation of a joint venture company with AKOFS Offshore and the acquisition of the subsea equipment support vessel Skandi Santos. The transaction is Mitsui’s and MOL’s first endeavour into subsea vessel support business. Petróleo Brasileiro, Brazil’s national oil company, has chartered the Skandi Santos from AKOFS since 2010, using it to install subsea facilities in deep-sea oil and gas fields offshore Brazil. Tokyo partner Paul Coggins, assisted by London partner Chris Viner, led the transaction.

R&A Legal is acting as Indian counsel while Kirkland & Ellis is acting as foreign counsel to a consortium of Indian lenders led by the Central Bank of India on the proceedings for global restructuring initiated by Grupo Isolux Corsan and its subsidiaries under the US Bankruptcy Code before the US Bankruptcy Court Southern District of New York. Grupo Isolux Corsan is advised by Sherman & Sterling and Sherman & Sterling (London).

Shearman & Sterling has represented Bank of Communications (BoCom), one of the five largest banks in China, on the closing of its acquisition of approximately 80 percent of the total outstanding shares of Brazil’s Banco BBM. The transaction was completed on November 30, 2016, making BBM a non-wholly owned subsidiary of BoCom. The deal represents BoCom’s first overseas acquisition in its 108 year history and also signifies BoCom’s first step in expanding its reach into Latin America, particularly the Brazilian market, to better serve the investment and trading activities between China and Brazil. Dual-listed in Shanghai and Hong Kong, BoCom’s key business areas include commercial banking, securities services, trust services, financial leasing, fund management, insurance and offshore financial services. BBM is one of the oldest financial institutions in Brazil. Headquartered in Rio de Janeiro with outlets in both São Paulo and Salvador, BBM’s principal businesses include corporate credit, private banking and treasury businesses. Partners Sean Wang (Beijing/Hong Kong-project development and finance), Lee Edwards (Beijing-M&A), Robert Ellison (São Paulo-capital markets) and Larry Crouch (Menlo Park-tax) led the transaction.

Skadden has represented Indian solar power company Azure Power Global on its US IPO listing in New York and its concurrent private placement, which raised a combined US$125 million. This is the first US IPO of an Indian company in more than four years. The pricing was announced on October 12, 2016. Palo Alto partner Thomas Ivey, supported by Singapore partner Rajeev Duggal, led the transaction.

Skadden is also acting as independent US counsel to the special committee of the Board of Directors of KongZhong, a leading online game developer and operator, on a definitive agreement and plan of merger with Linkedsee and Wiseman International, pursuant to which KongZhong will be acquired by an investor consortium in an all-cash transaction valued at approximately US$299 million. Beijing corporate partner Peter Huang is leading the transaction, which was announced on December 1, 2016.

Stephenson Harwood has advised CMON on its approximately HK$70.38 million (US$9m) listing by way of placing in Hong Kong. CMON is a fast-growing hobby games publisher specialising in developing and publishing mainly tabletop games, including board games and miniature war games, with its origin tracing back to 2001. Since its establishment, CMON had offered 43 games and currently has a portfolio of 40 games. Corporate partner Ivan Tan led the transaction.