Allen & Gledhill has advised Bank of Tokyo-Mitsubishi UFJ and United Overseas Bank, as original lenders, mandated lead arrangers and book-runners, on the up to S$2.83 billion (US$2b) term loan facilities to Wealthy Link to finance the acquisition of a land parcel at Central Boulevard, Singapore. Wealthy Link is a wholly-owned subsidiary of IOI Properties Group. Partners Lim Wei Ting and Ernest Teo led the transaction.
Allen & Gledhill has also advised Oversea-Chinese Banking Corp, Standard Chartered Bank, Bank of China Singapore Branch and DBS Bank, as original lenders and mandated lead arrangers, on the up to S$680 million (US$479.6m) term and revolving loan facilities to DBS Trustee, as trustee of OUE Commercial Real Estate Investment Trust. Partners Lim Wei Ting, Goh Ping Ying and Ernest Teo led the transaction.
AZB & Partners is advising FIH Mauritius Investments on its acquisition of 51 percent equity share capital of Saurashtra Freight. Partners Ashwin Ramanathan and Rishi Gautam are leading the transaction, which is valued at Rs2 billion (US$29.4m) and is yet to be completed.
AZB & Partners is also advising Max Ventures and Industries and its promoter group on the Rs1.2 billion (US$17.6m) acquisition by New York Life International Holdings of equity shares equivalent to 22.51 percent of the company’s share capital and the Rs296 million (US$4m) acquisition by the promoter group of convertible warrants equivalent to 4.76 percent of the company’s share capital on a fully diluted basis. Partners Anil Kasturi and Niladri Maulik are leading the transaction, which was signed on January 9, 2017 and is yet to be completed.
Clifford Chance, through its associated office in Jakarta, Linda Widyati & Partners, has advised Qatar-based energy company Nebras Power on the acquisition from Engie of 35.5 percent in Paiton Energy, Indonesia’s largest independent power provider. Paiton has more than 2,000MW installed capacity, representing four percent of Indonesia’s installed capacity. The firm also advised on the acquisition of a stake in the operations and maintenance company that runs Paiton. Jakarta partners Jeroen Koster and Arisia Pusponegoro led the transaction, which is one of the largest M&A deals in the market.
Clifford Chance is also advising Mondelēz International on the sale of most of its grocery business in Australia and New Zealand (excluding Philadelphia cream cheese) to Australia-listed Bega Cheese. The A$460 million (US$349m) sale will see Australian company Bega Cheese acquire the iconic VEGEMITE brand and other grocery brands, such as ZoOSh and Bonox, as well as several products that use the Kraft brand under licence. Bega Cheese will receive a licence to the Dairylea brand for use in Australia and New Zealand. Mondelēz is a global snacking powerhouse, with 2015 net revenues of approximately US$30 billion. It is a world leader in biscuits, chocolate, gum, candy and powdered beverages, with billion-dollar brands such as Oreo, LU and Nabisco biscuits; Cadbury, Cadbury Dairy Milk and Milka chocolate; and Trident gum. Partners Robert Crothers (London), Sarah Jones (New York) and Richard Graham and Dave Poddar (Sydney), supported by partner Vanessa Marsland (London), are leading the transaction.
Conyers Dill & Pearman has acted as Cayman Islands and BVI counsel to PF Group Holdings on its HK$75 million (US$9.7m) IPO of 500 million placing shares in Hong Kong. Through its subsidiaries, PF Group offers securities dealing and brokerage, margin financing, asset management, and placing and underwriting services to customers in Hong Kong. Hong Kong partner Richard Hall led the transaction, working alongside Robertsons.
Davis Polk has advised Sumitomo Mitsui Financial Group (SMFG) on its SEC-registered takedown offering of senior total loss-absorbing capacity (TLAC) notes, which consisted of US$750 million 2.846 percent senior notes due 2022, US$1.25 billion 3.446 percent senior notes due 2027 and US$250 million floating-rate senior notes due 2022. The notes are structured to count as TLAC when TLAC regulations are implemented in Japan. SMFG is the holding company for one of the three largest banking groups in Japan. Its wholly owned subsidiary, Sumitomo Mitsui Banking Corp, is one of the world’s largest commercial banks by assets. Partners Jon Gray and John Paton led the transaction.
Howse Williams Bowers has acted as Hong Kong counsel for Sinolink Securities (HK), as sole sponsor, sole global coordinator and sole book-runner, on the HK$262 million (US$33.8m) listing of the shares of Morris Holdings in Hong Kong. The shares commenced trading on January 12, 2017. Morris is one of the top three Chinese upholstered sofa manufacturers, in terms of export value to the US in 2015. It sells a wide range of sofas and sofa covers to consumers in the US, Canada, the UK, Australia, Ireland and Korea. Partner Brian Ho led the transaction. Conyers Dill & Pearman, led by Hong Kong partner Bernadette Chen and working alongside Stevenson, Wong & Co, AllBright Law Offices, Mekong Law Group and Mei & Mark, acted as Cayman Islands and BVI counsel to Morris Holdings.
J Sagar Associates has acted as sole Indian counsel to Bharat Petroleum on the issue of US$600 million bonds by BPRL International Singapore under Bharat Petroleum’s US$2 billion medium term notes programme. The issue was guaranteed by Bharat Petroleum. The joint lead managers to the issue were Citibank, DBS, MUFG Securities, SBICAP and Standard Chartered. Joint managing partner Dina Wadia and partner Uttara Kolhatkar led the transaction.
J Sagar Associates has also acted as domestic counsel to the proposed IPO by PSP Projects. The book-running lead managers to the IPO are Karvy Investor Services and Motilal Oswal Investment Advisors. The IPO comprises of up to 10.08 million equity shares, consisting of a fresh issue of up to 7.2 million equity shares and an offer for sale of up to 2.88 million equity shares by the promoters and promoter group, namely Prahaladbhai Shivrambhai Patel, Shilpaben Patel, Pooja Patel and Sagar Patel. Joint managing partner Dina Wadia and partner Arka Mookerjee led the transaction.
Khaitan & Co has advised the Sarovar Hotels shareholders, consisting of New Vernon Private Equity, Bessemer Venture Partners Trust, Anil Madhok and Ajay Bakaya, on the acquisition by Louvre Hotels Group of a significant majority stake in Sarovar Hotels. Sarovar Hotels runs a hotel chain in India and is the third largest hotel chain with 70 hotels across India and overseas. It also launched the domestic brands Sarovar Premiere, Sarovar Portico and Hometel. Partner Haigreve Khaitan and associate partner Sameer Sah, supported by partners Kumar Saurabh Singh and Sanjay Sanghvi, led the transaction.
Khaitan & Co has also acted as sole domestic counsel to Mahindra & Mahindra Financial Services on the establishment of an MTN programme, for the issue of, inter alia, India rupee denominated bonds overseas. The foreign bonds issued pursuant to the MTN programme are proposed to be listed in Singapore. Headquartered in Mumbai, Mahindra & Mahindra Financial Services is one of India’s leading rural NBFC. It is among the top tractor financer in India and offers a wide range of financial products to address varied customer requirements. Executive director Sudhir Bassi and associate partner Manisha Shroff led the transaction.
Kirkland & Ellis is representing Bain Capital Private Equity on its acquisition of a majority stake in Daymon Worldwide from existing shareholders. Daymon Worldwide is a global leader of retail services whose expertise ranges from private brand development to strategy and branding, sourcing and logistics, retail merchandising services and consumer experience marketing. Hong Kong corporate partners Nicholas Norris, Gary Li, Amie Tang and Derek Poon, Chicago corporate partners Matthew O’Brien and Christopher Thomas, debt finance partners Michelle Kilkenney and Andrew Idrizovic, tax partner Mike Carew and employee benefits partners Melissa Grim and Alexandra Mihalas; and London anti-trust partners Sarah Jordan and Sally Southwell are leading the transaction, which was announced on January 18, 2017.
Latham & Watkins has advised Adani Ports and Special Economic Zone on the issuance of US$500 million 3.95 percent bonds due 2022. Adani Ports is India’s largest private developer and operator of ports and related infrastructure. It provides fully integrated marine, handling, storage and logistics services. Book-runners for the transaction were Bank of America Merrill Lynch, Barclays, Citigroup, Credit Suisse, Emirates NBD, SBI Holdings and Standard Chartered Bank. Singapore partner and India practice head Rajiv Gupta led the transaction.
Luthra & Luthra Law Offices has advised the Serendipity Arts Trust (SAT) on the ‘Serendipity Arts Festival’ (SAF), a cultural festival organised in Goa from December 16-23, 2016. SAT is an initiative undertaken by Sunil Kant Munjal, chairman of Hero Corporate Service. SAF is a first of its kind festival in India to celebrate the diversity in art with a special focus on performing, visual and culinary arts, curated by a panel of renowned professionals. SAT is expected to come up with the second edition of the festival at the end of 2017. SAF was organised by SAT as a unique social responsibility project to promote education, spread awareness, empower artists, reassert value in the arts, and revive interdisciplinary arts through collaborations between organisations, artists and audiences. Founder and managing partner Rajiv Luthra, supported by partners Kanchan Sinha and Nirupam Lodha, led the transaction.
Paul Hastings has represented Chinese education mobile app Xuebajun on its US$100 million Series C financing. China Merchants Capital and EasyCapital, a Shanghai-based Rmb fund focused on early investments in the technology, media and telecommunications sectors in China, led the financing round, while Anhui Xinhua Media, Trustbridge Partners, Qiming Venture Partners and Vertex Ventures China were among the investors. Corporate partner Nan Li led the transaction, which was announced on January 23, 2017.
Rajah & Tann Singapore is acting for QT Vascular on the settlement of the first tranche due of its 8 percent convertible bonds via the issuance of new shares amounting to approximately 11.3 percent of its existing share capital. QT Vascular designs, assembles and distributes advanced therapeutic solutions for the minimally invasive treatment of complex vascular diseases. Partner Danny Lim is leading the transaction.
Shardul Amarchand Mangaldas & Co is advising General Motors (Hong Kong) Investment on its acquisition of 9.2 percent shares from SAIC Motor HK Investment. The Competition Commission of India approved the proposed acquisition by General Motors (Hong Kong) of sole control of SAIC General Motors Investment from SAIC Motor. SAIC Motor is transferring all its shareholding in SAIC General Motors Investment to General Motors (Hong Kong) and completely exiting from the joint venture by way of the proposed transaction. Competition law partner Aparna Mehra, supported by equity partner Shweta Shroff Chopra, is leading the transaction, which was signed on December 1, 2016. AZB & Partners advised SAIC Motors HK Investment.
Sidley Austin has represented CICC as the underwriter on China Cinda’s H shares issuance. Beijing partner Mengyu Lu led the transaction, which was valued at approximately Rmb5.5 billion (US$802m).
Skadden has represented ChinaCache International Holdings, a leading provider of internet content and content delivery services, on obtaining the dismissal of the second amended complaint in a shareholder suit alleging that ChinaCache misled investors about the progress and functionality of its high-performance cache cloud project. ChinaCache brought a motion to dismiss, contending that there were no false statements made and, even if a statement was false, it was not made with the requisite knowledge or intent. The court agreed, ruling that the plaintiff did not allege “any false, actionable statements by ChinaCache”, and dismissed the case. Los Angeles partner Peter Morrison and Hong Kong partner Bradley Klein led the transaction.
Skadden has also represented defendants Jumei International Holding, a Chinese online beauty and apparel retailer, and respective underwriter defendants on securing a complete dismissal of a consolidated class action complaint, in which investors alleged that Jumei’s IPO registration statement and subsequent earnings report contained false and misleading statements. The defendants countered that certain claims were subject to the heightened pleading standard of FRCP 9(b), and that the claims fail even under the less-stringent FRCP 8 pleading rules, as the plaintiffs failed to allege an actionable misrepresentation or omission. New York securities litigation partners Scott Musoff and Robert Fumerton and Hong Kong partner Bradley Klein led the transaction.
