Allen & Overy has advised State Bank of India (SBI) on its US$1.25 billion dual tranche Regulation S/Rule 144A senior notes issuance, which included US$400 million four percent notes due 2022 and US$850 million 4.375 percent notes due 2024. This was the first Rule 144A bond offering by an Indian issuer in 2019, and SBI’s return to the US capital markets since its record-setting qualified institutional placement in 2017. SBI is India’s largest bank, with over 22,300 branches, over 420 million customers and over US$500 million of assets. US capital markets partner Mark Leemen led the firm’s team in the transaction.
Allen & Overy has also advised the joint lead managers on Oil India’s US$550 million 5.125 percent bond offering, which was issued under Regulation S of the US Securities Act of 1933. Oil India is the second largest national oil and gas company in India, as measured by total proved plus probable oil and natural gas reserves and production. The joint lead managers consisted of Barclays Bank, The Hongkong and Shanghai Banking Corporation, Standard Chartered Bank, Mizuho Securities Asia and MUFG. Partner John Lee led the firm’s team in the transaction.
AZB & Partners has advised Ivanhoe Cambridge on the acquisition by Piramal Ivanhoe Residential Equity Fund 1 of optionally convertible debentures and equity shares in Palava Dwellers for up to Rs5 billion (US$70.2m). Partners Sai Krishna Bharathan and Monika Bhonsale led the firm’s team in the transaction.
AZB & Partners has also advised Deutsche Investitions-Und Entwicklungsgesellschaft and Nederlandse Financierings–Maatschappij Voor Ontwikkelingslanden on their acquisition of up to 10 percent of certain compulsory convertible debentures and certain equity shares of Giriraj Renewable. Partners Gautam Saha and Heena Singh led the firm’s team in the transaction, which was valued at Rs3.6 billion (US$50.6m) and was completed on February 8, 2019.
Baker McKenzie Wong & Leow acted as lead counsel and English counsel to the mandated lead arrangers — MUFG, Rabobank, ANZ, Barclays, DBS, First Abu Dhabi Bank, JP Morgan and Societe Generale — and to more than 20 primary syndicate lenders on a US$3 billion syndicated acquisition financing facility to UPL Corporation for the acquisition of Arysta LifeScience from Platform Specialty Products. This deal is the largest outbound M&A by an Indian company since the 2008 global financial crisis. UPL Corporation is the international arm of UPL, one of the leading global crop protection products companies headquartered in India. Arysta is a global provider of innovative crop protection solutions, including biosolutions and seed treatment. Finance and projects practice group principal Kah Chin Chu, supported by local principal Andrew Zaw, led the firm’s team in the transaction.
Colin Ng & Partners has advised Distributed Ledger Technologies (DLTledgers), a blockchain technology solutions provider, on its acquisition of two entities, Dowser Group Singapore and Dowser Group India. This transaction enhances DLTledgers’ connectivity to major enterprise players in the technology sector. This is part of DLTledgers’ journey to disrupt international trade by adopting blockchain technology and to enhance its current standing as a blockchain-based supply-chain technology leader for global companies. Partner Ken Chia,led the firm’s team in the transaction.
Colin Ng & Partners has also advised Beijing Enterprises Water Group (BEWG) on a corporate guarantee by members of the UEEV group of companies on an approximately S$95 million (US$70.3m) project financing by MUFG Bank Singapore Branch and Oversea-Chinese Banking Corporation for the BEWG-UESH NEWater Plant. PUB, Singapore’s National Water Agency, awarded the design-build-own-operate contract for the NEWater plant to BEWGI-UE NEWater, a joint venture between BEWG International, a subsidiary of BEWG, and UES Holdings, as a public-private partnership. Sited on top of the Changi Water Reclamation Plant, the BEWG-UESH NEWater Plant has a capacity of 228,000m3 or 50 million gallons a day. Together with four other existing facilities, the new plant provides enough NEWater capacity to meet up to 40 percent of Singapore’s total daily water demand. Partner Bill Jamieson led the firm’s team in the transaction.
Davis Polk has advised the initial purchasers on a US$500 million Regulation S only high-yield offering by China Aoyuan Group of its 8.5 percent senior notes due 2022. A property developer in Guangdong, China, China Aoyuan has been developing residential projects for more than 15 years. Hong Kong partner Gerhard Radtke led the firm’s team in the transaction.
Davis Polk has also advised the initial purchasers on a Regulation S offering by Zhenro Properties Group of US$200 million 8.6 percent senior notes due 2020. Hong Kong-listed Zhenro Properties Group is a property developer that focuses on the development of residential properties and the development, operation and management of commercial and mixed-use properties in China. Hong Kong partner Gerhard Radtke also led the firm’s team in the transaction.
Ginting & Reksodiputro, in association with Allen & Overy, has advised the joint lead managers, co-manager and Allen & Overy has advised the trustee on LLPL Capital’s debut 144A/Reg S offering of US$775 million 6.875 percent guaranteed secured senior notes due 2039. Following bond refinancings in 2018 by Wayang Windu and Paiton, this recent refinancing confirms the growing use of bonds as a useful refinancing instrument for major projects in Indonesia. LLPL Capital is owned by a consortium of Genting Power Holdings, a wholly-owned subsidiary of Genting (Malaysia), and SDIC Power Holdings (China), which owns the Banten 1,670MW supercritical, coal-fired steam power plant in Banten Province, Indonesia. The notes were issued primarily to facilitate the prepayment of Banten 1’s senior secured facilities provided by a syndicate of banks in 2013 for the original construction of the plant. Ginting & Reksodiputro managing partner Daniel Ginting and partner Harun Reksodiputro, supported by partner Tim Beech, led the firm’s team in the transaction.
Khaitan & Co has advised Aadhar Housing Finance (AHF) and Wadhawan Global Capital, Dewan Housing Finance, Kapil Wadhawan, Dheeraj Wadhawan and Aruna Wadhawan, as the sellers, on the sale of 80.76 percent of AHF’s share capital held by the sellers to BCP Topco VII, which is controlled by private equity funds managed by Blackstone, followed by preferential allotment of equity shares of AHF to BCP. AHF is a deposit-taking housing finance company registered with the National Housing Board. The company focuses on providing affordable housing financing products for the economically weaker sections and lower income group segments in India. Partners Kartick Maheshwari and Aashutosh Sampat led the firm’s team in the transaction.
Khaitan & Co has also advised IDFC Alternatives on the transfer, by way of a slump sale, on a going concern basis, of the real estate and private equity asset management businesses to Investcorp Asia Services. The transaction involved complexities in the procurement of consents of the regulator and the investors of the underlying funds for change of manager of the funds. IDFC Alternatives is IDFC’s alternative asset management vertical and manages over US$3.4 billion on behalf of leading institutional investors from across the world. Partners Siddharth Shah and Sameer Sah led the firm’s team in the transaction.
Maples and Calder (Hong Kong) has acted as Cayman Islands and BVI counsel to Champion Sincerity Holdings on its issue of US$500 million senior perpetual capital securities callable 2022. The securities are guaranteed by Greentown China Holdings, a Cayman Islands company listed in Hong Kong. The deal closed on closed on February 8, 2019. Partner Lorraine Pao led the firm’s team in the transaction, while White & Case acted as Hong Kong and English counsel to the issuer and the guarantor. Clifford Chance acted as English counsel to Credit Suisse, HSBC and Guotai Junan, as the joint lead managers.
Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to NIO on its issue of US$650 million 4.5 percent convertible senior notes due 2024, which are convertible into ADSs, each representing one Class A NIO ordinary share. NIO is a pioneer in China’s premium electric vehicle market. The deal closed on February 4, 2019. Partner Lorraine Pao also led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Latham & Watkins acted as US counsel to the joint book-running managers, including Bank of America Merrill Lynch, Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs, JPMorgan, Morgan Stanley and UBS.
Mayer Brown has represented Mongolian Mortgage Corporation HFC, the only finance company licensed to issue asset-backed securities and the sole RMBS issuer in Mongolia, on its debut US$250 million unsecured bond offering and subsequent tap issuance for an additional US$50 million. The issuer plans to use at least 90 percent of the net proceeds from the offering to purchase mortgages with recourse and the remaining portion for general corporate purchases. Corporate and securities partner Jason Elder, supported by partners Thomas Kollar (corporate and securities), Jason Bazar (tax transaction and consulting) and Jared Goldberger (tax transaction and consulting), led the firm’s team in the transaction.
Shook Lin & Bok has acted for Centurion on the proposed exchange offer of S$85 million (US$62.9m) notes due 2020 for new notes due 2022 under the S$750 million multicurrency debt issuance programme of Centurion. Partners Marilyn See and Melissa Huang led the firm’s team on the transaction.
Simpson Thacher & Bartlett is representing Blackstone on its acquisition of a controlling stake in Aadhar Housing Finance. Blackstone will also simultaneously infuse Rs8 billion (US$112m) in primary equity capital into Aadhar to fund future growth. Aadhar is the largest independent affordable housing finance company in India, with a network of 316 branches across 19 states and approximately Rs100 billion (US$1.4b) in assets under management. M&A partners Katie Sudol and Ian Ho are leading the firm’s team in the transaction, which is subject to customary closing conditions.
Wong & Partners has advised China-listed Tianshui Huatian Technology (THT), together with its shareholder, Tianshui Huatian Electronics Group (THEG), and the joint offerors on their pre-conditional voluntary conditional take-over of approximately 428.6 million shares of Unisem, which represents 58.94 percent of Unisem’s issued share capital not already owned by the joint offerors, for M$1.4 billion (US$343.9m). The take-over offer was made in December 2018 and closed on January 7, 2019. Unisem is a manufacturer of semiconductor devices for many of the world’s most successful electronics companies. The joint offerors comprise THT and THEG, as the Chinese offerors, and Malaysian offerors, including John Chia, Alexander Chia, Jayvest Holdings and SCQ Industries, who were existing Unisem shareholders prior to the take-over. The offer received overwhelming response from the offeree shareholders and, upon closing, the joint offerors accumulated a total of 83.22 percent of Unisem’s issued share capital. The firm also advised THT on its collaboration agreement with the Malaysian offerors in respect of the take-over offer, that resulted in the formation of a strategic partnership between THT and the Malaysian offerors for the expansion and development of Unisem’s business operations. Partner Munir Abdul Aziz led the firm’s team in the transaction, which was completed on January 7, 2019.
WongPartnership is acting for RSP TopCo on the pre-conditional voluntary cash offer for all the issued and paid-up ordinary shares in RSP Holdings. Partners Andrew Ang and Kyle Lee led the firm’s team in the transaction.
WongPartnership has also acted as Singapore counsel to Wave Life Sciences, a Nasdaq-listed genetic medicines company, on an underwritten public offering of its ordinary shares, which raised gross proceeds of approximately US$150 million. Partners Gail Ong, Karen Yeoh, Tan Shao Tong, Ong Pei Chin, Kevin Ho and Loh Jen Vern led the firm’s team in the transaction.