Deals – July 15, 2015

AZB & Partners is also advising Citigroup Global Markets India Private Ltd, JP Morgan India Private Ltd and Morgan Stanley India Company Private Ltd, as the global co-ordinators and book-running lead managers, and Barclays Bank PLC, Kotak Mahindra Capital Company Ltd and UBS Securities India Private Ltd, as the book-running lead managers and, and together with Citigroup Global Markets India, JP Morgan India and Morgan Stanley India, as the managers, in respect of InterGlobe Aviation Ltd’s IPO of equity shares and an offer for sale of equity shares by certain selling shareholders. InterGlobe Aviation runs India’s’ biggest airline budget carrier IndiGo. Partner Madhurima Mukherjee is leading the transaction which was announced on 1 July 2015 and is yet to be completed.

Baker & McKenzie Tokyo has advised Kyocera TCL Solar LLC, a Tokyo-headquartered joint venture of Kyocera Corp and Century Tokyo Leasing Corp, in respect of the development of floating mega solar business in Hyogo Prefecture. Two of the power stations are located in Kato City and in operation since March 2015, whilst the third plant, constructed in Sakasamaike, Kasai City and in operation since June 2015, is generating an estimated maximum of 2.3 MW per year in total and is considered the world’s largest of its kind. Further expansion of floating solar power business is anticipated and this Hyogo Prefecture project is the forerunner of such future growth. Naoaki Eguchi, head of the Tokyo office Banking and Finance Practice Group, supported by partner Masato Honma, led the transaction.

Clayton Utz is advising Amcom Telecommunications Ltd in respect of the merger by scheme of arrangement with Vocus Communications Ltd. The acquisition implied an equity value for Amcom of approximately A$700 million (US$520m), with the combined Amcom and Vocus Group’s market capitalisation expected to be approximately A$1.3 billion (US$966.3m). On 8 July 2015, Amcom shareholders were issued ASX-listed shares in Vocus as consideration for their Amcom shares, and three Amcom directors will be appointed to the Vocus board. Amcom is an IT and Telecommunications company that is a provider for the converging Information, Communication and Technology needs of business and government across Australia. It was incorporated in 1993 and listed on the ASX from the time of its 1994 IPO until delisting, which is expected to occur shortly. Partners Mark Paganin and Cameron Belyea are leading the transaction.

Clifford Chance has advised Luzheng Futures in respect of its US$118 million IPO, the first for a mainland Chinese futures company. Luzheng Futures is the largest futures firm in terms of futures brokerage trading volume in Shandong in 2014 with a diversified futures business and a strategic presence in China. Partner Tim Wang, supported by partner Fang Liu, led the transaction.

Clifford Chance has also advised Airbus in respect of a framework agreement for the extension of its A320 single-aisle aircraft final assembly line in Tianjin, China with its Chinese partners Tianjin Free Trade Zone Investment Company Ltd and Aviation Industry Corp of China, to include a completion and delivery centre for wide-body twin-aisle A330 aircraft. The A330 completion and delivery centre will be located near the A320 final assembly line and will cover aircraft completion activities, including cabin installation, aircraft painting, engine run and flight tests. The agreement was signed at the Airbus site in Toulouse, France and was witnessed by Chinese Premier Li Keqiang and French Prime Minister Manuel Valls. Partner Kelly Gregory led the transaction.

Colin Ng & Partners has acted as lead counsel of ICH Gemini Asia Growth Fund Pte Ltd (IGAG) in respect of the launch of the fund, a Singapore-domiciled, Asia-focused fund that looks for private equity opportunities in Asia, particularly in China. ICH Gemini Pte Ltd is the fund manager. IGAG is offered to high net worth individuals and corporations. Partners Bill Jamieson and Amit Ramkrishn Dhune led the transaction.

Colin Ng & Partners is also acting for Mogul Coal Holdings Pte Ltd (MCH) in respect of its proposed acquisition of Eratat Lifestyle Ltd’s (ELL) listing status. ELL is under judicial management. Upon the acquisition, which shall be carried out in accordance with a scheme of arrangement entered into between ELL and its shareholders, MCH shall be listed on the Catalist Board of the SGX-ST. MCH is incorporated in Singapore. Upon the completion of a restructuring exercise, MCH will hold several coal mining companies/assets based in Mongolia. These include Sharyn Gol JSC, one of the three major thermal coal producers for Mongolia’s domestic market and among the largest companies (by market capitalisation) listed on the Mongolian Stock Exchange, as well as the Sharyn Gol coal mine, the Khuut Khonkhor coal mine, the Tevshiin Gobi coal deposit and the Chandgana coal deposit. Managing partner Tan Min-Li is leading the transaction.

Conyers Dill & Pearman has acted as Bermuda and the Cayman Islands counsel for Integrated Alternative Finance (IAF), a subsidiary of Abu Dhabi Financial Group (ADFG), in respect of its AED700 million (US$190.6m) structured equity and mezzanine debt financing to develop the Taj Dubai, a luxury hotel to be situated in Downtown Dubai. Debt financing was provided by five regional lenders whilst equity funding was provided by the Taj Dubai’s owner through Downtown Investments Ltd. Fawaz Elmalki (Dubai), Dennis S Ryan (Dubai), Oliver J Simpson (Dubai) and Chiara T Nannini (Bermuda) led the transaction.

DFDL has advised the Thai lenders of Xayaburi Power Company Ltd (XPCL) in respect of the transfer of shares from Ch Karnchang Public Company Ltd (CK) to its subsidiary CK Power Public Company Ltd (CKP). The transaction also involved the release of the existing security interests pledged to the lenders and the creation of new security interests over the shares transferred to CKP. XPCL is a 1,285MW run-of-river Mekong mainstream hydropower project located in Xayabouly province in the Lao PDR. Commercial operations will begin in October 2019. CK is a construction contractor that undertakes sophisticated constructions requiring advanced technology. Xayaburi hydropower project is currently its biggest energy project.

Herbert Smith Freehills has advised Mitsui & Co Ltd in respect of its acquisition of a 25 percent equity interest in international student recruitment and consulting company QS Quacquarelli Symonds Ltd. Headquartered in the UK, QS manages foreign student recruitment and provides globalization consulting services to universities and business schools in around 70 countries worldwide. Partners Lex Papasolomontos in Tokyo and Gillian Fairfield in London led the transaction.

HSA Advocates has advised the Hero Group, popularly known for its two-wheeler division of Hero MotoCorp, in respect of its debut in the consumer electronics business in India with its new venture called Hero Electronix. The company has acquired a majority stake in the popular set top box (STB) manufacturer Mybox, which makes STBs for various DTH operators in the country. The STB market is fueled by new technologies and standards. The industry is undergoing hybrid box penetration, which is expected to rise above 60 percent by 2016. Hybrid STBs make use of both a tuner and an internet connection. Corporate partners Aparajit Bhattacharya and Harvinder Singh led the transaction which was completed on 4 July 2015. J Sagar Associates represented Dixon Technologies, the majority selling shareholder of MyBox.

J Sagar Associates has acted as co-counsel for Reckitt Benckiser India Ltd in respect of a Writ Petition before the Division Bench of the Delhi High Court challenging the regulation of price of male contraceptives (condoms) under Drug (Price Control) Order 2013 (‎DPCO). The Court held that the DPCO envisages fixation of ceiling price only of those formulations whose strength and doses have been specified; whereas, for male contraceptives, even though included in the Schedule, no strength and doses have been prescribed. Therefore, the fixation of ceiling price for male contraceptives under the said DPCO is impermissible. Partners Amar Gupta and Mayank Mishra led the transaction.

J Sagar Associates has also advised Bravofly Rumbo Group in respect of the India leg of the acquisition of online travel agency Lastminute.com from Sabre Corp. Other major European countries in which Bravofly Rumbo Group acquired Lastminute.com’s global operations are UK, France, Germany, Spain and Italy. Partner Sidharrth Shankar led the transaction which was valued at approximately £75 million (US$117.4m). Trilegal acted as Indian counsel for Sabre Corp.

Khaitan & Co has advised MaxWatt Turbines Private Ltd in respect of its 100 percent acquisition by MAN Diesel & Turbo SE and its affiliate. MaxWatt Turbines is a leading steam turbine manufacturer, in rating from 50 kW to 20,000 kW, in India. Partner Ganesh Prasad led the transaction.

Khaitan & Co has also advised IndusInd Bank Ltd in respect of its qualified institutions placement aggregating to approximately US$682.6 million. IndusInd Bank is a Mumbai-based Indian new generation bank established in 1994. The bank offers commercial, transactional and electronic banking products and services. Executive Director Sudhir Bassi led the transaction.

Latham & Watkins has advised NYSE-listed Nord Anglia Education Inc, the world’s leading operator of premium schools, in respect of its acquisition of six schools from Meritas LLC and certain affiliates for net cash consideration of US$534 million plus US$25 million of deferred consideration. The schools are located in North America, Europe and China. The firm advised Nord Anglia Education in the acquisition and its concurrent equity offering, CHF-denominated notes offering and amendment and restatement of its senior secured credit facilities, which the company used to finance the acquisition. Partners Brad Faris (Chicago), Marc Jaffe (New York), David Teh (New York) and Eugene Lee (Hong Kong) led the transaction which was completed on 25 June 2015.

Mayer Brown JSM has advised Supreme Key Ltd, a consortium of investors that are advised and managed by Gaw Capital Partners, in respect of the purchase of InterContinental Hong Kong, an iconic 5-star hotel in the Kowloon Peninsula, Hong Kong. The firm also advised Union Overseas Bank, the mandated lead arranger and book-runner, in respect of the financing of the same transaction, which is scheduled to complete in the second half of 2015. Investors include a foreign investment corporation and HKSE-listed Pioneer Global Group. The transaction is one of the largest hotel deals in recent years. The firm also advised the investors on the hotel operation and the negotiation of a 37 years plus hotel management agreement with the manager as well as the seller, the InterContinental Hotels & Resorts, (IHG). LSE and NYSE-listed IHG is one of the biggest hotel groups in the world. Real estate partner Ricky Yiu, supported by partners Andrew MacGeoch, Wilson Wong, Duncan Abate, Hong Tran, Mark Uhrynuk, Jeremy Cunningham, Menachem Hasofer, Tow Lu Lim, Sandy Bhogal, Pieter de Ridder and Simeon Kriesberg, led the transaction.

Paul Hastings has represented Morgan Stanley Asia Ltd and CCB International Ltd as the underwriters in respect of Harmonicare Medical Holdings Ltd’s US$205 million global offering and IPO on the Main Board of the HKSE. Harmonicare Medical is the largest private obstetrics and gynecology specialty hospital group in China. Raymond Li, partner and Chair of Greater China, and Capital Markets partners Zhaoyu Ren and Nan Li led the transaction.

Paul Hastings has also advised Fosun Property, the Shanghai-based real estate investment management platform of Fosun International, the largest privately-owned conglomerate in China, in respect of the acquisition of a majority stake in Resolution Property Investment Management (RPIM), the London-based private equity real estate fund manager. Resolution Property’s partners will continue to own the remainder of RPIM. RPIM will be Fosun Property’s exclusive platform for value-add real estate investments in Europe and Fosun Property will provide cornerstone funding for RPIM’s subsequent real estate funds. Corporate partner Ronan O’Sullivan, supported by Shanghai partners Jia Yan and David Wang, London partners Arun Birla and Suzanne Horne, led the transaction. Berwin Leighton Paisner represented Resolution Property.

Shardul Amarchand Mangaldas & Co has advised the Grofers Group in respect of the investment by Sequoia Capital, Tiger Global and Apoletto Asia into Grofers Singapore Pte Ltd, part of Grofers Group which owns and operates the hyper-local grocery and fresh food delivery platform ‘Grofers’ in India. Grofers Singapore received approximately US$36 million Series C round of investment from entities controlled by Sequoia Capital, Tiger Global and Yuri Milner who subscribed to redeemable preference shares of the company. Partners Prashant Gupta and Puja Sondhi led the transaction which closed on 7 July 2015. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian and ARA Law acted as overseas and Indian legal advisors, respectively, to Tiger Global whilst Themis Associates advised Sequoia Capital.

Shearman & Sterling has advised Harmonicare Medical Holdings Ltd, a private obstetrics and gynecology hospital group, in respect of its primary listing on the Main Board of the HKSE and global offering of approximately HK$1.59 billion (US$205m). Harmonicare Medical is mainly engaged in obstetrics, gynecology and other healthcare services. As China’s largest private obstetrics and gynecology specialty hospital group, it owns and operates 11 hospitals in Beijing, Shenzhen, Guangzhou, Chongqing and other cities. Capital markets partners Colin Law and Peter Chen led the transaction.

Skadden, Arps, Slate, Meagher & Flom has represented the buyer group in respect of YY Inc’s US$3.7 billion proposed going-private deal, which was announced on 9 July 2015. YY’s Board of Directors received a non-binding proposal letter from Jun Lei, Chairman of the Board, and David Xueling Li, director and Chief Executive Officer of YY, proposing a going-private transaction to acquire all of the outstanding ordinary shares of YY not already beneficially owned by the buyer group. YY is one of China’s largest real-time online interactive social platforms. Hong Kong partners Julie Gao, Haiping Li and Will Cai and Los Angeles partner Michael Gisser led the transaction.

Weerawong, Chinnavat & Peangpanor has represented Thanachart Bank Public Company Ltd in respect of the β152 million (US$4.47m) facilities provided to Raffles Assets (Thailand) Ltd and Raffles Design International (Thailand) Ltd in connection with the financing of the construction and development of and working capital for the Raffles Design Institute Bangna Campus. Partner Passawan Navanithikul led the transaction.

Weerawong, Chinnavat & Peangpanor has also represented The Hongkong and Shanghai Banking Corp Ltd, Bangkok Branch, Bank of China (Thai) Public Company Ltd, Industrial and Commercial Bank of China (Thai) Public Company Ltd and Oversea-Chinese Banking Corp Ltd Bangkok Branch in respect of the β3.5 billion (US$103m) term loan facility provided to All Seasons Property Co Ltd to refinance and repay the existing intercompany loan that All Seasons Property has with its group. Partner Passawan Navanithikul also led the transaction.

Wong & Partners, the member firm of Baker & McKenzie International in Malaysia, has advised LTC Capital Holdings Sdn Bhd, an indirect wholly-owned subsidiary of LTC Corp Ltd, a company listed on the SGX, in respect of its proposed acquisition of 50 percent of the issued and paid up capital of USP Equity Sdn Bhd (USPE) from USP Resources Sdn Bhd (USPR) for approximately MYR70 million (US$18.4m). USPR owns 90 percent of the entire issued and paid up capital in Sogo (KL) Department Store Sdn Bhd (SKLDS), a company which operates department stores. The proposed transaction is conditional on, among others, USPR disposing of its entire interest in SKLDS to USPE in exchange for the issuance by USPE of shares in USPE to USPR. The firm further advised on the subsequent joint venture agreement among LTC, USPR and USPE which will be effective upon the completion of the proposed transaction. Partner Munir Abdul Aziz led the transaction.

WongPartnership has acted for Credit Suisse (Singapore) Ltd in respect of the establishment of a S$160 million (US$117.5m) multicurrency medium term note programme by PT Duta Anggada Realty Tbk. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership is also acting for Hexacon Construction Pte Ltd in respect of its investment in Northern Development Pte Ltd, a 50–50 joint venture owned by Hexacon and BBR Property Pte Ltd, and a shareholder of a joint venture entity, NorthernOne Development Pte Ltd (the JVCo), which will hold a 50.1 percent stake in the JVCo upon completion; and in respect of the loan of S$52.61 million (US$38.6m) from Hexacon and BBR to JVCo. Partners Ong Sin Wei, Alvin Chia, Tan Teck Howe and Bonnie Wong are leading the transaction.