Ali Budiardjo, Nugroho, Reksodiputro has represented Toba Sejahtra on the divestment of its shares representing 61.79 percent ownership of Indonesia-listed Toba Bara Sejahtra. Singapore company Highland Strategic Holdings purchased the divested shares and assumed Toba Sejahtra’s debt to Toba Bara. Partner Freddy Karyadi led the transaction. Erry Yunasri and Partners also advised on the transaction, which is valued at more than US$46 million.
Allen & Gledhill has advised Perennial Singapore Investment Holdings, a wholly-owned subsidiary of Perennial Real Estate Holdings, together with several other vendors, including affiliates of SingHaiYi Group, BreadTalk Group and Boustead Projects, on the approximately S$305 million (US$215.2m) proposed disposal of their aggregate 61 percent equity stake in TripleOne Somerset to Simply Swift, a wholly-owned subsidiary of Shun Tak Holdings. Partners Lee Kee Yeng, Margaret Soh and Lim Pek Bur led the transaction.
Appleby has acted as BVI and Cayman counsel to CCB International on its purchase of convertible bonds issued by Pa Shun Pharmaceutical International Holdings. CCB purchased US$9.28 million of Series 1 convertible bond and US$6.19 million worth of Series 2 convertible bond. CCB is an investment services flagship, which is indirectly and wholly-owned by China Construction Bank, while Hong Kong-listed Pa Shun Pharmaceutical is a Cayman Islands-incorporated company. The net proceeds from the issue of convertible bonds are approximately US$15.5 million. Hong Kong partner Fiona Chan led the transaction.
Ascendant Legal has acted for Maniach on a Singapore Court of Appeal case against L Capital Jones in a shareholders dispute. Maniach, a minority shareholder in the gourmet food brand Jones the Grocer, brought a claim for minority oppression against Jones the Grocer Group Holdings and L Capital Jones, the majority shareholder. Jones the Grocer Group filed an application to strike out the case while simultaneously seeking, as an alternative, a stay in favour of arbitration. L Capital filed a separate application only for a stay in favour of arbitration. At the oral hearing of both applications, only the applications for a stay were argued but it was not granted. Both Jones the Grocer Group and L Capital Jones filed an appeal, which was dismissed by a five-judge bench chaired by Singapore’s Chief Justice Sundaresh Menon. Kei-Jin Chew led the transaction.
AZB & Partners has advised Quess on its issuance of secured, redeemable, rated, listed, non-convertible debentures on a private placement basis to certain identified investors. Partner Bhavi Sanghvi led the transaction, which was valued at Rs1.5 billion (US$22.5m) and was completed on January 23, 2017.
AZB & Partners is also advising Bharti Airtel on the acquisition by its subsidiary, Network i2i, of Middle East North Africa Submarine Cable System from Orascom Telecom Media and Technology Holding. Partners Gautam Saha and Amrita Patnaik are leading the transaction, which was signed on December 20, 2016 and is yet to be completed.
Clifford Chance has advised KrisEnergy on a number of capital restructuring transactions, including a consent solicitation for the mandatory exchange of its S$130 million (US$91.7m) and S$200 million (US$141m) senior unsecured notes for new S$130 million (US$91.7m) and S$200 million (US$141m) senior unsecured accrued interest notes, listed in Singapore, and a S$139.5 million (US$98.4m) preferential offering of senior secured notes and equity warrants, listed in Singapore. The firm is also advising KrisEnergy on the restructuring of its revolving credit facility and of the currency swaps linked to the underlying bonds. The transaction was the first mandatory exchange of notes, the first oil price-linked bond and the first preferential offering of senior secured zero coupon notes with free detachable warrants in the Singapore market. KrisEnergy is an independent upstream company focused on the exploration, development and production of oil and gas in the basins of South East Asia. Partner Raymond Tong, supported by partners Andrew Brereton and Paul Landless, led the transaction.
Cyril Amarchand Mangaldas has represented Kalanithi Maran, Kavery Kalanithi, Sun Direct TV, South Asia FM and Shanmugam before the CBI Special Court in Assistant Director, Directorate of Enforcement v Dayanidhi Maran & Ors (ED Case), a case initiated under the Prevention of Money Laundering Act 2002. The case emerged from the CBI Complaint Case No. 1 of 2015, where it was alleged that Dayanidhi Maran, during his tenure as Minister for Telecommunications and Information Technology, had wrongfully refused and delayed the grant of several approvals and licences to the Aircel Group, held by Sivasankaran, to coerce the sale of Aircel to the Malaysia-based Maxis Group. It was further alleged that Astro entities subscribed to the equity and preference shares of Sun Direct TV and South Asia FM, companies owned and operated by the accused, at a gross overvaluation as a means of transferring illegal gratification, amounting to Rs7.42 billion (US$110.2m), to Dayanidhi Maran. Moreover, it was alleged that the accused, by accepting the illegal gratification as investment in the two companies, had knowingly attempted to present illegal gratification as legitimate. Under separate orders dated February 2, 2017, the Court discharged all the accused in the ED case and Dayanidhi Maran, Sun Direct TV, Kalanithi Maran and Astro entity South Asia Entertainment Holdings in the CBI case. Delhi dispute resolution partner Kapil Arora led the transaction. Luthra & Luthra, led by partner Anirban Bhattacharya, also represented Kalanithi Maran and Sun Direct TV.
J Sagar Associates has acted as sole Indian counsel to the State Bank of India on its issue of US$500 bonds under its US$10 billion medium term note programme. The joint lead managers to the issue were BNP Paribas, Citigroup, DBS, HSBC, Merrill Lynch, MUFG Securities and SBICAPs. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction, which was the first offshore bonds issue by India’s largest bank in 2017 and one of the first offshore bonds transactions from out of India in 2017.
J Sagar Associates has also advised US fund Creation Investments India on its investment in Muthoot Microfin. Part of the Muthoot Pappachan Group, Muthoot Microfin operates a diverse microfinance business across nearly 346 branches in India. Creation’s investment is the first private equity investment in the Muthoot Pappachan Group. Creation has invested an initial Rs500 million (US$7.4m) and will invest an additional Rs500 million (US$7.4m) by March 2018, for a nine percent stake in Muthoot Microfin. It will also have an option to invest an additional Rs300 million (US$4.45m) after this transaction. Partner Lalit Kumar led the transaction. AZB & Partners, led by partners Srinath Dasari and Nanditha Gopal, advised Muthoot Microfin.
Khaitan & Co has advised Zuari Global on its 50.50 joint venture, through its subsidiary Indian Furniture Products, with Fabryki Mebli “Forte” to form a company which will manufacture and sell furniture and furniture-related products. Zuari Global, formerly Zuari Industries, has been the principal promoter for the Zuari Group, which forays into fertilizer, seeds, engineering, lifestyle industries and services. Besides growing the fertilizer business of the group into one of India’s leading fertilizer conglomerates, it has a substantial presence in the areas of pesticides, financial services, RTA furniture and oiltanking, through several subsidiaries and joint ventures. Partner Ashwin Bishnoi led the transaction.
Khaitan & Co has also advised Tech-Pro and its Indian subsidiary Tech-Pro Staffing on the 100 percent stake sale, on a slump sale basis, of Tech-Pro to Artech Information Systems, specifically the transfer of Tech-Pro Staffing’s business to Artech Infosystems. Tech-Pro provides contract IT and engineering consultants to major companies, healthcare systems and government agencies. Associate partner Pooja Patel, supported by associate director Vinita Krishnan and associate partner Anshul Prakash, led the transaction.
Luthra & Luthra has acted for Altico Capital India on the financing, by way of subscription to unlisted, secured, redeemable, non-convertible debentures of up to Rs4.75 billion (US$70.5m), to Vatika (flagship of Vatika group) and Vatika One India Next (part of Vatika group), to construct and develop real estate projects. Although treated as separate financings with separate set of debenture documents, both issuances were secured by a common security package and involved extensive cross-linkages between the two issuances by the two issuers. Being operating companies, the issuers have availed several loans and had incurred financial indebtedness in several forms, including in relation to the real estate projects financed by way of issuance of non-convertible debentures. Hence, the transaction and the documentation had to be structured to ring fence the security to real estate projects being funded. Partners Aniket Sengupta, Karan Mitroo and Anshul Jain led the transaction.
Luthra & Luthra has also represented Axiscades Aerospace and Technologies before a division of the Delhi High Court on the repeated issuance and withdrawal of the tenders for the procurement of Bird Detection and Monitoring Systems (BDMRS) for use by the Indian Air Force (IAF). These systems were to be deployed by the IAF to track bird movements and avoid life risks to pilot crew and passengers due to bird strikes with the aircrafts. The case highlights how the Ministry of Defence, despite overwhelming evidence of a dire need of BDMRS, has failed to procure the radars for over seven years now. Almost 10 percent of all accidents in recent times are attributable to bird strikes; the implementation of BDMRS could have helped avoid a large number of these accidents. The petitioner was the lowest bidder in the tender, which was subsequently withdrawn without any reason. The Court issued a notice in a civil writ petition against the Ministry of Defence. Partner Anirban Bhattacharya led the transaction.
Paul, Weiss has represented Temasek Holdings on its investment in a Series A financing round of Koubei, a China online-to-offline local services platform created in 2015 as a joint venture between Alibaba and its online financial affiliate, Ant Financial. Temasek joined Silver Lake, CDH Investments, Yunfeng Capital and Primavera Capital, among others, in the US$1.1 billion funding round. Corporate partner Jeanette Chan led the transaction.
Shardul Amarchand Mangaldas & Co has advised NewsCorp on the acquisition by Elara Technologies of a majority shareholding in Locon Solutions, coupled with a US$50 million and US$5 million investments by Australia’s REA Group and Softbank, respectively, into Elara. Singapore-based Elara is the parent entity operating the Proptiger.com and Makaan.com portals through its Indian subsidiaries. Locon operates the Housing.com portal. PropTiger.com and Housing.com are two of India’s leading online real estate service providers, and will together become India’s largest online real estate services company. National practice head (general corporate, M&A & private equity) partner Shuva Mandal led the transaction, which was valued at Rs3.8 billion (US$56.4m) and was completed on January 20, 2017. AZB & Partners, led by partners Srinath Dasari and Nanditha Gopal, advised Locon Solutions, Softbank and Nexus Venture Partners.
Shardul Amarchand Mangaldas & Co has also acted as Indian counsel for Zuari Cement, a subsidiary of Germany-incorporated Heidelberg Cement, on Heidelberg Cement’s Rs5 billion (US$74.2m) subscription to unlisted, unsecured rupee-denominated bonds issued by Zuari Cement. Standard Chartered Bank acted as the placement agent / arranger. Partner Shilpa Mankar Ahluwalia led the transaction, which closed on January 16, 2017.
Shearman & Sterling has advised the lenders and Korea Trade Insurance (K-Sure) on the financing of the US$545 million 200 MW Kalsel coal-fired independent power producer project, which will be built in South Kalimantan, on the Indonesian side of the island of Borneo. The project is financed with senior debt and equity bridge loans. The 20-year US$422 million senior debt will be divided into a US$401 million facility insured by K-Sure and an uncovered US$21 million facility from Korea Development Bank. The lenders for the K-sure-covered facility comprise a combination of development and commercial banks, including Korea Development Bank, BTMU, DBS, Mizuho, SMBC and HSBC. Adaro Energy, through its subsidiary Adaro Power, owns a 65 percent stake in the project company, Tanjung Power Indonesia, while Korea East-West Power owns the remaining 35 percent, through its subsidiary EWP Indonesia. The plant will be built under a build, own, operate and transfer concession for 25 years and benefits from a business viability guarantee letter from the Indonesian government. Singapore project development and finance partner Bill McCormack led the transaction.
Skadden has advised BNP Paribas, BOCI Asia, Citigroup, CITIC CLSA and CMB International as joint global coordinators and joint book-runners on Wisdom Education International Holdings’ HK$850 million (US$109.6m) IPO in Hong Kong. Trade in the shares commenced on January 26, 2017. Partners Christopher Betts and Will Cai led the transaction.
Sullivan & Cromwell (Hong Kong) is representing Aviva (UK) on its agreement with Hillhouse Capital (Hong Kong) and Tencent Holdings (China) to develop an insurance company in Hong Kong focused on digital insurance. As part of the agreement, Hillhouse and Tencent will acquire shares in Aviva Life Insurance (Hong Kong). Hong Kong corporate partners Chun Wei, Garth Bray and Kay Ian Ng are leading the transaction, which was announced on January 20, 2017.
Sullivan & Cromwell is also representing Alphabet company Verily Life Sciences (US) on its partnership with Temasek (Singapore), under which Temasek will invest US$800 million in Verily, in exchange for a minority stake in the company. Los Angeles corporate partner Alison Ressler, New York executive compensation and benefits partner Marc Treviño, Palo Alto IP partner Nader Mousavi and New York tax partner Andrew Mason are leading the transaction, which was announced on January 26, 2017.
Wong & Partners, the member firm of Baker & McKenzie International in Malaysia, has advised Ekuiti Nasional Berhad (Ekuinas) on the sale of its indirect stake in Icon Offshore and Orkim to UMW Oil & Gas. Ekuinas will divest 42.3 percent of its indirect stake in Icon for M$248.88 million (US$56.1m) via the issuance of new UMW shares, which will subsequently trigger a mandatory takeover offer for the remaining shares in Icon. UMW’s acquisition of shares in Icon and subsequent takeover offer will be a total consideration of approximately M$588 million (US$132.6m). Following the completion of the divestment, Ekuinas will hold 12.6 percent equity in UMW. Ekuinas will also divest 95.5 percent of its interest in Orkim for a total cash consideration of M$472.7 million (US$16.6m). Upon completion of the exercise, UMW will take on a recapitalisation exercise via a rights issue of approximately M$1.81 billion (US$408m), in which Ekuinas will invest up to M$550 million (US$124m), comprising its entitlement and application of excess rights shares. The total deal valuation, in consideration of Ekuinas’ divestment in Icon and Orkim, takeover offer of shares in ICON and rights issuance, will amount to approximately M$2.8 billion (US$631.2m). Partners Munir Abdul Aziz and Sue Wan Wong led the transaction.
WongPartnership is acting for ComfortDelGro on its acquisition of the remaining 49 percent stake in ComfortDelGro CabCharge from Cabcharge Australia for A$186 million (US$142m) in cash. Partner Vivien Yui is leading the transaction.
WongPartnership is also acting for Ascendas Real Estate Investment Trust on the proposed acquisition of DSO National Laboratories buildings and DNV GL Technology Centre located at 12, 14 & 16 Science Park Drive for S$420 million (US$296.35m) from Ascendas Land (Singapore). Partners Chan Sing Yee, Serene Soh and Tan Shao Tong are leading the transaction.
