Deals – January 20, 2016

Allen & Gledhill has also advised DBS Group Holdings Ltd in respect of the issue of S$480 million (US$334.4m) 2.78 percent notes due 2021 under its US$30 billion global medium term note programme. Partner Glenn Foo led the transaction.

Clifford Chance has acted for US fund manager EJF Capital LLC in respect of establishing and launching its Qualified Domestic Limited Partner (QDLP) fund. EJF is an alternative asset management organization with operations in North America (Virginia), Europe (London) and Asia (Shanghai). QDLP, a Shanghai governmental initiative launched in 2013, allows global fund managers to bring together domestic Chinese investors in a limited partnership or a pooled investment account and invest them in offshore alternative assets. Its development was aimed at providing qualified Chinese investors with access to top global asset managers as well as diversified offshore products. The initiative is also part of China’s renminbi (RMB) internationalisation effort. Partner Ying White led the transaction.

Clifford Chance has also advised a syndicate of 20 banks based in Asia, with DBS Bank Ltd as mandated lead arranger, book-runner and global coordinator and CTBC Bank Co Ltd as Taiwan bank coordinator, in respect of an up to ‎US$600 million revolving and term loan facility for FodiatorFunding BV, a subsidiary of AerCap, one of the world’s largest aircraft leasing companies based in the Netherlands. The facility was guaranteed by AerCap Holdings NV. Partner Fergus Evans led the transaction whilst partner Nicola Wherity in London represented Citibank International Ltd as the facility agent.

Cyril Amarchand Mangaldas has acted as Indian counsel to Ujjivan Financial Services Ltd in respect of its IPO of equity shares with face value of INR10 (US$0.15) each, comprising of a fresh issue of equity shares aggregating up to INR6.5 billion (US$96.2m) and an offer for sale of up to approximately 25 million equity shares by Elevar Equity Mauritius, International Finance Corp, India Financial Inclusion Fund, Mauritius Unitus Corp, Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden NV, Sarva Capital LLC, WCP Holdings III and Women’s World Banking Capital Partners LP. The draft red herring prospectus was filed on 31 December 2015 with the SEBI. Mumbai, Bangalore and New Delhi capital market partners Yash Ashar, Arjun Lall and Gokul Rajan led the transaction. Luthra & Luthra Law Offices and AZB & Partners advised the book-running lead managers and the selling shareholders, respectively.

Cyril Amarchand Mangaldas has also acted as Indian counsel to Belectric Photovoltaic India Private Ltd in respect of the engineering, procurement and construction contracts for the development of 61.38 MW DC/ 50 MW AC of grid-connected solar photovoltaic power plant by Winsol Solar Fields (Polepally) Private Ltd, a group company of First Solar Power India Private Ltd, at Tandur, Rangareddy District, Telangana, India. The deal was signed on 5 January 2016. Mumbai partner Alice George led the transaction whilst Barnea & Co Israel acted as international legal counsel. Winsol Solar Fields was advised by BTG Legal Mumbai.

Dhir & Dhir Associates has advised Suncity Constructwell Private Ltd in respect of the issue of secured, rated, listed, redeemable, non-convertible debentures aggregating to INR300 million (US$4.44m) on private placement basis. The NCDs were subscribed by domestic as well as FII investors. Associate partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised the consortium of lenders led by Power Finance Corp Ltd in respect of the approximately INR5.57 billion (US$82.4m) financial assistance to Orange Anantapur Wind Power Private Ltd to partly finance the cost of implementing the 100 MW wind farm project at District Anantapur, state of Andhra Pradesh. The consortium comprised of Indian Renewable Energy Development Agency Ltd, India Infrastructure Finance Company Ltd and International Finance Corp. Associate partner Girish Rawat also led the transaction.

Howse Williams Bowers has acted as Hong Kong counsel for Koradior Investments, the controlling shareholder of Koradior Holdings Ltd, in respect of the disposal of shares in Koradior Holdings to Fosun Group at a consideration of HK$232 million (US$29.7m) on 31 December 2015. Koradior Holdings is one of the leading and fast growing high-end ladies-wear companies in the PRC. It was founded in 2007 and was listed on the HKSE in June 2014. Partner Brian Ho led the transaction.

King & Wood Mallesons has acted as international and PRC counsel for Jiangsu NewHeadLine Development Group Co Ltd in respect of its offering of US$200 million 6.2 percent guaranteed bonds due 2019. The deal is the first offshore bond issuance assigned with a high yield rating by a local government financing vehicle (LGFV) in China. The bonds are issued by Zhiyuan Group (BVI) Co Ltd, a wholly-owned subsidiary of HK Zhiyuan Group Ltd, the guarantor for the bonds. HK Zhiyuan Group is wholly-owned by Jiangsu NewHeadLine Development Group. The bonds enjoy the benefits of a keepwell and liquidity support deed and a deed of equity interest purchase undertaking provided by Jiangsu NewHeadLine Development Group. Beneficially and wholly-owned by the Lianyungang Municipal Government, Jiangsu NewHeadLine Development Group focuses on infrastructure construction projects. Established in 1994, it is the largest LGFV of the Lianyungang Municipal Government that focuses on city construction and municipal development. Hong Kong partner Hao Zhou and Beijing partner Yanyan Song, supported by partner Richard Mazzochi, led the transaction.

Luthra & Luthra Law Offices has advised Guardian Life Insurance Company of America in respect of its purchase of global assets in India, USA and Canada, and 100 percent equity interests in Aon Hewitt Absence Management LLC, an indirect subsidiary of Aon Corp USA. Pursuant to a bid, the Reed Group Ltd, a wholly-owned subsidiary of Guardian Life Insurance, was selected as the winning bidder to acquire the global assets and 100 percent equity interests of the company within very tight deadlines. The Indian leg of the transaction was completed within a period of three weeks. Partner Dipti Lavya Swain led the transaction.

Luthra & Luthra has also advised Brady in respect of the acquisition of Energycredit’s Indian subsidiary Energycredit Software Services Private Ltd (Energycredit India) by way of an indirect acquisition. The acquisition will enable Brady to be a ‘one-stop-shop’ for complete energy and commodity trading software requirements. This acquisition will also enable Brady to combine its knowledge and expertise in commodity risk management and Energycredit’s platform, expertise and relationships in the credit space and allow Brady to provide solutions for complete risk management. Partner Samir Dudhoria, supported by partner Anshul Jain, led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Gameone Holdings Ltd, a Cayman Islands company, in respect of its listing of 40 million shares on the Growth Enterprise Market of the HKSE by way of placing. The placing shares are offered at HK$1.25 (US$0.16) per share with gross proceeds of approximately HK$50 million (US$6.4m). Gameone Holdings is an integrated game developer, operator and publisher focusing in the Hong Kong and Taiwan markets. Partner Greg Knowles led the transaction whilst Mayer Brown JSM, Shu Jin Law Firm and Lee and Li acted as Hong Kong, PRC and Taiwan counsel, respectively. Sidley Austin acted as Hong Kong counsel to the sole sponsor and underwriters.

Maples and Calder is also acting as Cayman Islands counsel to the special committee of iDreamSky Technology Ltd in respect of its US$592 million take-private offer from a consortium led by Mr. Michael Xiangyu Chen, CEO and chairman of the board of directors of iDreamSky, and Mr. Anfernee Song Guan, chief technology officer and director of iDreamSky, together with certain existing shareholders and new investors, including, among others, V Capital, Prometheus Capital, Legend Capital, We Capital and Star VC. The deal, subject to shareholder approval, is expected to close in the second half of the year. iDreamSky is one of the largest independent mobile game publishing platforms in China and distributes well-known international mobile games through its proprietary distribution channels and third-party channels. Partner Greg Knowles is also leading the transaction whilst Shearman & Sterling is acting as US counsel. Kirkland & Ellis is acting for the buyer consortium.

Norton Rose Fulbright has advised in respect of the placing of approximately 90.2 million new shares in CNQC International Holdings Ltd at HK$2.40 (US$0.31) per share, with gross proceeds of approximately HK$216.5 million (US$27.7m). HKSE-listed CNQC International is engaged in foundation and machinery leasing in Hong Kong and Macau, as well as property development and construction in Singapore. The placing shares were issued pursuant to a specific placing mandate obtained in the meeting of CNQC International convened in October 2015 on the reverse takeover (RTO) of the Singaporean business by CNQC International from its controlling shareholder, Guotsing Holding Company Ltd. The transaction also involved a simultaneous 1:1 conversion of the company’s 270 million convertible preference shares into ordinary shares which were allotted and issued to Guotsing Holdco as part of the consideration of the RTO. The placing shares represent 13.66 percent whilst the conversion shares represent approximately 40.9 percent of the issued shares as enlarged by the placing and the conversion. The Hong Kong Securities and Futures Commission previously granted a whitewash waiver to Guotsing Holdco pursuant to Note 1 on dispensation from Rule 26 of the Takeovers Code, thus Guotsing Holdco is not required to make a mandatory offer, which would otherwise be required as a result of the conversion. BMI Securities Ltd and Guotai Junan Securities (Hong Kong) Ltd were the placing agents. Partner Psyche Tai led the transaction.

Rajah & Tann is advising BEM Holdings Pte Ltd, as controlling shareholder of Main Board SGX-listed HTL International Holdings Ltd, in respect of a possible S$399.78 million (US$278.5m) privatisation and delisting of HTL International by SSE-listed Guangdong Yihua Timber Industry Co Ltd, a company which primarily engages in the manufacture, processing and sale of wooden products within the PRC domestic and overseas markets, pursuant to a privatization and delisting scheme of arrangement under Section 210 of the Singapore Companies Act. With a presence in more than 52 countries, the HTL International group manufactures, imports and exports leather sofas and leather upholstery furniture, and sells and distributes upholstered furniture and home furnishing products. Partners Danny Lim and Bernia Tan are leading the transaction which was announced on 7 January 2015 and is yet to be completed.

Rajah &Tann Singapore has also acted for Asia Renal Care (SEA) Pte (ARC SEA), a subsidiary of Fresenius Medical Care AG & Co KGaA (FMC Group), in respect of the acquisition of 70 percent of the shares of Orthe Pte Ltd by ARC SEA. Further to the acquisition, ARC SEA owns 100 percent of the shares in Orthe Pte Ltd. The transaction amounted to a merger under Section 54 of the Competition Act. In view of the structure of the market and the market share of the parties in the relevant market (i.e. the provision of dialysis services in Singapore), a decision was made to obtain a decision by the Competition Commission of Singapore (CCS) that the merger was not in violation of Section 54 of the Competition Act. The parties were able to successfully establish that the structure and nature of the market was such as to prevent the merger from resulting in a substantial lessening of competition in Singapore. The CCS cleared the merger. Partners Kala Anandarajah and Dominique Lombardi led the transaction.

Reed Smith has advised Colas Group, a world leader in the construction and maintenance of transport infrastructure, in respect of its acquisition of Anglo American’s stakes in six companies that have historically operated under the Tarmac name in the United Arab Emirates, Oman and Qatar. Colas will now own the six companies jointly with Middle Eastern partners Al Futtaim, Al Zawawi and Midmac. Specialized in the production of construction materials (aggregates, asphalt mix) and in road construction, these jointly owned or operated companies produce 7.5 million tons of aggregates and 1.6 million tons of asphalt mix per year via three quarries and ten asphalt plants. Partners Edward Miller (London and Paris), Charles Jurd (London) and Vince Gordon (Abu Dhabi) led the transaction.

Shardul Amarchand Mangaldas & Co has advised Texmaco Rail & Engineering Ltd in respect of its purchase of 55 percent shareholding in Bright Power Projects (India) Private Ltd from its promoters. Pursuant to the acquisition, Bright Power Projects has become a subsidiary of Texmaco. Bright Power Projects specialises in ‘over-head electrification’ solutions for the railways and has strong credentials in this specialised field, which is reflected in execution of more than 400 electrification projects pan India. Its current unexecuted order book stands around INR600 crores (US$88.8m). With this acquisition, Texmaco will make a foray in high growth ‘over head electrification’ solutions for the rail sector which will enable it to further strengthen its position towards becoming a one-stop integrated ‘total rail solution’ provider. Partner Kalpataru Tripathy led the transaction which was completed on 4 January 2016. Kanga & Co advised the sellers.

Shardul Amarchand Mangaldas & Co has also advised Red Fort India Real Estate HoldCo I LLC, a fund managed by Red Fort Capital, in respect of its exit from the investment in Exora Business Parks. As part of the transaction, Red Fort India Real Estate HoldCo agreed to transfer its entire shareholding in the company to Valdel Extent Outsourcing Solutions Private Ltd, a subsidiary of the promoters of the company, Prestige Estates and Projects Ltd. The deal was signed on 22 December 2015. First tranche was completed on 23 December 2015 whilst the remaining tranches are expected to be completed by June 2016. Partner Jatin Aneja, supported by partner VR Neelakantan, led the transaction which was valued at approximately INR600 crores (US$8.88m). Cyril Amarchand Mangaldas advised Exora Business Parks, Prestige Estate Projects and Valdel Extent Outsourcing Solutions.

Sidley has represented General Electric in respect of a definitive agreement to sell its appliances business to Qingdao Haier Co Ltd for US$5.4 billion. The transaction has been approved by the board of directors of GE and of Haier, and remains subject to customary closing conditions and regulatory approvals. The transaction is targeted to close in mid-2016. Chicago partner Brian Fahrney, supported by M&A partners Tao Lam in Beijing and Tom Deegan in Hong Kong, led the transaction.

Simmons & Simmons has advised Haitong International Investment Fund SPC in respect of China Innovative Finance Group Ltd’s US$40 million issuance of US dollar convertible bonds. Partner Jay Lee led the transaction.

Slaughter and May Hong Kong has advised Swire Properties Ltd in respect of the issue by its wholly-owned subsidiary, Swire Properties MTN Financing Ltd, of US$500 million 3.625 percent guaranteed notes due 2026. The notes were issued under Swire Properties’ US$3 billion medium term note programme. The notes are guaranteed by Swire Properties and are listed on the HKSE. HSBC and JP Morgan acted as the joint lead managers. Capital markets partner Lisa Chung led the transaction.

White & Case is advising Chinese consumer electronics manufacturer Haier Group in respect of its strategic cooperation framework agreement with NYSE-listed General Electric. As a first step in this partnership, SSE-listed Qingdao Haier Co Ltd, a company that is 41 percent owned by Haier, will acquire GE’s appliances business and will be licensed to use the GE brands for 40 years. The firm is also acting as international counsel to Qingdao Haier. The acquisition will create a global leader in the appliance industry. The acquisition of GE Appliances is an important investment in expanding Haier’s presence in the US and the Western hemisphere. Haier is the world’s leading home appliance provider, with global revenues amounting to US$32.6 billion and profits of US$2.40 billion in 2014. Partners Vivian Tsoi, Alex Zhang, Greg Pryor, Dan Latham, John Shum, David Li, Daren Orzechowski, Scott Weingaertner, Rebecca Farrington, Axel Schulz, Steven Lutt and Doug Halsey are advising on the transaction.

WongPartnership has advised DBS Bank Ltd, the financial adviser and issue manager, and the book-runner and underwriter in respect of the IPO of units in BHG Retail REIT on the main board of the SGX under Regulation S to raise approximately S$394.2 million (US$274.7m). Partner Colin Ong led the transaction.

WongPartnership has also acted for United Overseas Bank Ltd, the mandated lead arrangers, the syndicate of lenders and the agent in respect of the US$100 million financing granted to New Hope International (Hong Kong) Ltd. Partner Christy Lim led the transaction.