Deals – January 7, 2015

AZB & Partners has advised L&T Infrastructure Development Projects Ltd in respect of the acquisition by Canada Pension Plan Investment Board of compulsorily convertible preference shares issued by L&T for INR20 billion (US$315.5m) to be invested in two tranches. Partners Sai Krishna Bharathan and Nilanjana Singh led the transaction which was completed on 16 December 2014.

AZB & Partners has also advised Global Foundries US Inc in respect of the acquisition of certain assets and liabilities of IBM Corp’s micro-electronic business pursuant to a master transaction agreement dated 18 October 2014. The Competition Commission of India approved the transaction on 23 December 2014. Partner Samir Gandhi led the transaction which was valued at approximately INR101 billion (US$1.6b)

Cheung & Lee, in association with Locke Lord (HK), has advised Tewoo (HK) Ltd in respect of secured revolving credit facilities totaling US$100 million granted by a syndicate of banks. Tewoo, a Hong Kong subsidiary of a PRC state-owned enterprise, offers international trade services and is principally engaged in the import and export of steel materials, iron ore, coal, non-ferrous ores and other metal products. Hong Kong-based partner Michael Fung, assisted by London-based partner Samrad Nazer, led the transaction which closed on 31 December 2014. Mayer Brown JSM advised the lenders.

Clifford Chance has advised China CITIC Bank Corp Ltd (CNCB) in respect of the purchase of the entire 29.68 percent stake of Citic International Financial Holdings Ltd (CIFH) from Banco Bilbao Vizcaya Argentaria SA (BBVA) for HK$8.162 billion (US$1b). Upon completion of the sale, subject to obtaining regulatory approvals, CNCB will hold a 100 percent interest in CIFH and will become a wholly-owned subsidiary of CNCB. CIFH is the investment holding arm of the CITIC Group outside of mainland China with interests in commercial banking and non-bank financial services. HSKE-listed CNCB is one of the market leading national commercial banks in China. BBVA holds a 9.9 percent stake in CNCB. Corporate partner Terence Foo led the transaction.

Davis Polk has advised the underwriters led by Macquarie Capital Securities Ltd and another investment bank as joint sponsors and, together with CCB International Capital Ltd, as joint global coordinators, in respect of the IPO and listing on the Growth Enterprise Market of the HKSE and an international offering in reliance on Rule 144A and Regulation S of Linekong Interactive Co Ltd. The gross proceeds from the global offering amounted to approximately HK$724.9 million (US$93.5m) without the exercise of the over-allotment option. Headquartered in Beijing, Linekong is a leading mobile game developer and publisher in China. Partners Bonnie Y Chan, Li He and Antony Dapiran led the transaction whilst Global Law Office advised as to PRC law. Linekong was advised by Simpson Thacher & Bartlett as to US and Hong Kong law and Fangda Partners as to PRC law.

Davis Polk has also advised HKSE-listed Mongolian Mining Corp in respect of its US$201 million global rights offering which consisted of a public offering of H shares in Hong Kong and private placements of H shares to institutional investors outside of Hong Kong, including within the US, to a limited number of qualified institutional investors in reliance on Section 4 (a) (2) of the US Securities Act. JP Morgan Securities (Asia Pacific) Ltd and BNP Paribas Securities (Asia) Ltd were the joint underwriters whilst Somerley Capital Ltd was the independent financial adviser of the H share rights offering. Mongolian Mining is the largest producer and exporter of high-quality hard coking coal in Mongolia. Partners Paul Chow, Eugene C Gregor and John D Paton led the transaction whilst Conyers Dill & Pearman advised as to Cayman Islands law and ELC LLP Advocates advised as to Mongolian law. The joint underwriters were advised by Paul Hastings as to US and Hong Kong laws.

Khaitan & Co has advised Jagran Prakashan Ltd in respect of its acquisition of Music Broadcast Private Ltd’s parent company IVF Holdings Private Ltd from Growth Capital Trustee Company Private Ltd, the sole trustee of India Value Fund 2. MBPL runs India’s leading radio network under the brand name “Radio City” and is present in 20 stations across seven states. Jagran is India’s leading media and communications group and is arguably one of the largest media conglomerates in the country. Partners Rajat Mukherjee and Manas Kumar Chaudhuri and associate partner Harsh Kumar led the transaction.

Khaitan & Co has also advised SIS Prosegur Holdings Private Ltd / Prosegur Compañia De Seguridad SA in respect of the transfer of cash management services business from ISS SDB Security Services Private Ltd India to SIS Prosegur Holdings, a joint venture between SIS and Prosegur Spain. SIS Prosegur is in the cash logistics business and is one of the few companies providing complete range of security solutions with a nationwide office network to support customers. Associate partner Joyjyoti Misra led the transaction.

Skadden has advised Rizal Commercial Banking Corp (RCBC), one of the largest banks in the Philippines, in respect of an agreement with Cathay Life Insurance Co Ltd, a wholly-owned subsidiary of Cathay Financial Holding Co Ltd, the largest publicly-listed financial holding company in Taiwan, to acquire a 20 percent stake in RCBC for PHP17.92 billion (US$398m). Partners Jonathan Stone (Hong Kong) and Rajeev Duggal (Singapore) led the transaction, which was announced on 17 December 2014, whilst Angara Abello Concepcion Regala & Cruz acted as domestic counsel.

Skadden has also advised BOCI Asia Ltd, Credit Suisse Securities (Europe) Ltd, Haitong International Securities Company Ltd, The Hongkong and Shanghai Banking Corp Ltd, Huatai Financial Holdings (Hong Kong) Ltd and JP Morgan Securities plc as initial purchasers in respect of a US$250 million offering of 9 percent senior notes due 2019 by HKSE-listed major China-based real estate developer Yuzhou Properties Company Ltd. The notes are guaranteed by certain subsidiaries of the issuer and secured by share pledges of the issuer and certain subsidiaries of the issuer. Hong Kong corporate partner Edward Lam led the transaction which was announced and closed on 8 December 2014.

Weerawong, Chinnavat & Peangpanor has advised Rich Asia Steel Plc, a leading manufacturer, trader and distributor of steel products in Thailand, in respect of the sale of shares in its subsidiary, Thai National Products Co Ltd, to Dr Phasin Suebsubanunt, Thiti Kittipattananon and Duendara Limthanakul for approximately β540 million (US$16.4m). The sale of shareholders’ equity is a strategic step in business restructuring and corporate spin-off. Partner Weerawong Chittmittrapap led the transaction which was completed on 3 December 2014.

WongPartnership is acting for a group of lenders in respect of the grant of a S$1.1 billion (US$825m) facility to Singapore LNG Corp Pte Ltd (SLNG) to finance the repayment of certain government loans extended to SLNG for the development and construction of the initial phase of the Singapore LNG Terminal on Jurong Island, Singapore. Partners Susan Wong, Felix Lee and Tan Beng Lee are leading the transaction.

WongPartnership is also acting for City Developments Ltd (CDL) in respect of the preparation of the documentation relating to the issue of profit participation securities (PPS) by Sunbright Holdings Ltd. The issue gives investors fixed returns of 5 percent a year for five years plus rights to the cashflow of CDL’s Quayside Collection of properties in Singapore’s Sentosa island. An aggregate of S$750 million (US$ 562.4m) of PPS has been subscribed for by the Blackstone group (through its vehicle BTO Sentosa Holdings LP), CIMB Bank Berhad Labuan Offshore Branch and Astoria Holdings Ltd, a wholly-owned subsidiary of CDL. This hybrid instrument is reportedly the first issue of its kind in Asia. Partners Hui Choon Yuen and Goh Gin Nee are leading the transaction.