Allen & Overy has advised Fortune Fountain Capital (FFC), a prominent Asian financial services and wealth management group, on its senior and mezzanine facilities used to fund the acquisition of approximately 88.8 percent of the share capital in Baccarat, the iconic French company best-known for its fine crystal and glassware. FFC acquired the 88.8 percent shareholding from the Starwood Capital Group and certain other minority shareholders. The acquisition will be followed in due course by the filing of a mandatory tender offer for the remaining outstanding shares with the Autorite des Marches Financiers in France. Hong Kong partner Patrick Wong, supported by partners Jean-Christophe David (Paris) and Henri Wagner (Luxembourg), led the firm’s team in the transaction.

AZB & Partners has advised International Finance Corporation (IFC) on the issue, on a private placement basis, by Micro Housing Finance Corporation of up to Rs531 billion (US$7.8b) secured, rated, unlisted, redeemable, non-convertible debentures to IFC. Partners Gautam Saha, Amrita Patnaik and Dushyant Bagga led the firm’s team in the transaction, which was completed on June 27, 2018.

AZB & Partners is also advising International Finance Corporation (IFC) on the up to US$15 million term loan extended by IFC to NMB Bank. Partners Gautam Saha and Dushyant Bagga are leading the firm’s team in the transaction, which was signed on July 1, 2018 and is yet to be completed.

Baker McKenzie has advised Global Chemical on its first liability management exercise. The transaction involved a cash tender offer of the existing notes of Global Chemical and an issuance of like-kind notes by GC Treasury Centre. The new notes, with a total value of approximately US$495.9 million, are also guaranteed by Global Chemical. Bangkok partners Viroj Piyawattanametha, Nopporn Charoenkitraj and Kowit Adireksombat led the firm’s team in the transaction.

Clifford Chance has advised Bank of Jiujiang on its US$486 million IPO and listing in Hong Kong. Bank of Jiujiang is a leading regional commercial bank in Jiujiang, in the southern province of Jiangxi, China. It provides financial services to small and micro enterprises, individual business owners and the general public. In terms of tier-one capital as of December 31, 2016, Bank of Jiujiang ranked 456th among the top 1,000 banks in the world and 66th among all commercial banks in China. Jiangxi Province is one of the fastest growing provinces in China, and an important hub in Central China. Partners Tim Wang, Amy Lo and Jean Thio led the firm’s team in the transaction.

Cyril Amarchand Mangaldas has acted as India counsel to Infrastructure Leasing and Financial Services (IL&FS) and IL&FS Securities Services on IndusInd Bank’s proposed acquisition of 100 percent of the paid up equity share capital of IL&FS Securities from IL&FS and other minority shareholders of IL&FS Securities. A subsidiary of IL&FS, IL&FS Securities provides services as a custodian of securities, depository participant, clearing member, point of presence for the National Pension Scheme, securities lending and borrowing, fund accounting, sourcing of loan and credit monitoring services. Mumbai managing partner Cyril Shroff and corporate partner Manisha Kumar, supported by financial regulatory partner Shruti Rajan and competition law partner Bharat Budholia, led the firm’s team in the transaction, which was executed on June 26, 2018 and is subject to regulatory approvals.

Cyril Amarchand Mangaldas has also acted as sole counsel to Aliaxis Group on a share purchase and shareholders’ agreement for the purchase of the remaining 40 percent shares of Ashirvad Pipes from the minority Indian promoters, namely Pawan Poddar, Deepak Poddar, Vikas Poddar and their respective families. Aliaxis Group is a Belgium-based global leader in the piping industry and the 60 percent majority shareholder of Ashirvad Pipes, a segment leader in the pipes and fittings industry in India. The transaction, the largest in the sector, has resulted in a change in the management of Ashirvad Pipes, which posted a revenue of Rs24.85 billion (US$363m) from its operations in the calendar year ended December 31, 2017. The deal was signed on June 27, 2018 and closed on July 5, 2018. Bangalore corporate partner Rashmi Pradeep, supported by partners Cyril Shroff, Rashmi Pradeep, Arun Prabhu, Shaneen Parikh, Shaneen Parikh, Namrata Kolar, Bharat Budholia, Arun Prabhu and Rashmi Pradeep, led the firm’s team in the transaction, while AZB & Partners and Aarna Law acted as Indian counsel. Debevoise & Plimpton acted as international counsel to the Poddar family.

Fangda Partners has represented Sina on its investment in Beijing Modian Huixiang, a crowdfunding service platform based in China. Upon completion of the transaction, Sina will hold 39.2 percent of the shares in Modian.

Fangda Partners has also advised Blackstone on its acquisition of 100 percent interest in SHP Group, a globally leading cosmetics packaging manufacturer, involving a transaction price of approximately US$1.07 billion. The majority of SHP Group’s production capacity is in China, and its headquarters is in Jiangsu Province.

Gide has advised Chalco Hong Kong on the negotiation and signing of a mining convention with the Republic of Guinea for the development of the Boffa Nord and Boffa Sud bauxite mining blocks. The project has an initial investment valued at approximately US$706 million. A part of the state-owned group Aluminum Corporation of China (Chinalco), Chalco HK will develop and exploit the mine, which will have an initial production capacity of 12 million tons per year, through its Guinean project companies. The project is highly strategic for Chinalco, the second-largest producer of alumina and third-largest producer of aluminium in the world, as it will allow the company to secure its bauxite supply for the upcoming decades. Bauxite is a primary raw material for alumina production. It also forms part of the strategic cooperation between China and Guinea, which entered into a framework agreement last September that will allow the West African nation to receive important financing from China to develop its infrastructure in exchange for access to its mineral resources. Beijing partner Guo Min led the firm’s team in the transaction.

J Sagar Associates has advised Indiabulls Real Estate on the sale of its commercial assets in Chennai to global investor Blackstone. The assets will realise a gross value of approximately Rs8.5 billion (US$124m), subject to adjustments. Subject to satisfaction of closing conditions, the transaction is to be completed in tranches by September 30, 2019. Partner Lalit Kumar led the firm’s team in the transaction. Blackstone was represented by Shardul Amarchand Mangaldas.

J Sagar Associates has also advised Elara Capital (India), IDBI Capital Markets & Securities, IDFC Bank and SBI Capital Markets, as the book-running lead managers, on the IPO of RITES. The IPO comprised of an offer for sale by the President of India, acting through the Ministry of Railways, of 25.2 million equity shares for Rs4.6 billion (US$67.2m). RITES is a Miniratna (Category-I) Schedule ‘A’ public sector enterprise and a leading player in the transport consultancy and engineering sector in India, with 43 years of experience in over 55 countries. RITES is the only export arm of Indian Railways for providing rolling stock overseas, other than Thailand, Malaysia and Indonesia. RITES also provides consultancy services across other infrastructure and energy market sectors. Partners Rohitashwa Prasad and Arka Mookerjee led the firm’s team in the transaction.

Khaitan & Co has acted as domestic counsel to Varroc Engineering and the promoter selling shareholder on its approximately US$284.5 million IPO. Varroc Engineering designs, manufactures and supplies exterior lighting systems, plastic and polymer components, electrical-electronics components, and precision metallic components to passenger car, commercial vehicle, two-wheeler, three-wheeler and off highway vehicle OEMs worldwide. Executive director Sudhir Bassi and partner Madhur Kohli led the firm’s team in the transaction.

Khaitan & Co has also acted as Indian counsel to Temasek on its acquisition, together with PayPal, of a substantial minority stake in Pine Labs Singapore, through secondary acquisition and primary infusion of capital in Pine Labs. Singapore-headquartered Temasek is a globally diversified investment company, which has a global portfolio which spans a broad spectrum of industries, including financial services, telecommunications, media and technology, transportation, industrial, consumer, real estate, life sciences, agribusiness, as well as energy and resources. Partner Vineet Shingal, supported by partner Bijal Ajinkya and associate partner Nishad Nadkarni, led the firm’s team in the transaction.

Kirkland & Ellis has advised HarbourVest Partners, a leading global investor in the private markets, on its investment in Telstra Ventures Fund II, a newly-formed venture capital fund backed by Australia-listed Telstra and HarbourVest, that will focus on early to late stage venture investment opportunities in the US, Asia and Australia. Hong Kong corporate partners Damian Jacobs and Justin Dolling and US corporate partner Michael Belsley led the firm’s team in the transaction.

Luthra & Luthra is advising Fortis Healthcare, the leading integrated healthcare delivery service provider, on its bid process, whereby the Malaysian-Singaporean private healthcare group IHH Healthcare has been chosen as the preferred bidder to take over and acquire control of Fortis and its subsidiary companies. A consortium comprising of TPG and Manipal was the other bidder. Pursuant to this, IHH shall infuse Rs40 billion (US$584.6m), through subscription to a preferential allotment, followed by a mandatory open offer to the public shareholders of Fortis for acquisition of up to 26 percent of the share capital of the company, and an indirect open offer for public shareholders for 26 percent of its subsidiary, Fortis Malar Hospital. Upon completion of the transaction, the total deal size, assuming full participation in the open offer, would be approximately Rs74 billion (US$1.08b). IHH is the world’s second largest provider of integrated healthcare services by market capitalisation (US$12.3 billion, as of date) and is the largest private healthcare provider in Asia, operating approximately 10,000 beds in 49 hospitals across nine countries. Partners Sundeep Dudeja and Vaibhav Kakkar, supported by managing partner Rajiv Luthra, are leading the firm’s team in the transaction, which was signed on July 13, 2018 and is subject to approvals from shareholders and regulatory authorities. Cyril Amarchand Mangaldas, led by Mumbai managing partner Cyril Shroff and Mumbai corporate partner Ruetveij Pandya, acted as Indian counsel to Fortis. Allen and Gledhill advised IHH Healthcare, while Khaitan & Co, led by partners Haigreve Khaitan, Anand Mehta and Arindam Ghosh and associate partner Ashraya Rao, supported by partners Sudhir Bassi and Sanjeev Kapoor and associate partner Sagardeep Rathi, also advised IHH Healthcare and its wholly-owned subsidiary Northern TK Venture.

Maples and Calder (Hong Kong) has acted as Cayman Islands counsel to Regent Hospitality Worldwide (Regent Hotels) on its joint venture with UK-based InterContinental Hotels Group (IHG). Regent Hotels, known as Formosa International Hotels in Taiwan, sold a 51 percent stake to IHG for US$39 million in cash. Regent Hotels, together with two other brands under Formosa International Hotels, have a total of 3,849 rooms and suites. IHG franchises, leases, manages or owns more than 5,300 hotels and nearly 800,000 guest rooms in almost 100 countries. Partner Lorraine Pao led the firm’s team in the transaction, which closed on July 1, 2018, while Proskauer acted as Hong Kong counsel. Freshfields acted as Hong Kong counsel for IHG.

Maples and Calder (Hong Kong) has also acted as Cayman Islands counsel to Inke, a leading mobile live streaming platform in China, on its global offering and listing of shares in Hong Kong. Inke is offering 302.34 million shares, with gross proceeds of approximately HK$1.16 billion (US$147.8m). Partner Derrick Kan led the firm’s team in the transaction, while Simpson Thacher & Bartlett acted as Hong Kong and US counsel. Kirkland & Ellis acted as Hong Kong and US counsel to CICC, Citi and Deutsche Bank as the joint sponsors and joint global coordinators.

Rajah & Tann Singapore has acted for RHB Bank on an Islamic financing, via commodity murabahah term financing facilities allowed under Shariah laws, of S$120 million (US$88m) granted to the owner of luxury downtown hotel, SO Sofitel. The facilities were used to refinance existing facilities previously used in the acquisition of the hotel, and a second tranche for working capital, all secured by a suite of securities, including the mortgage of the hotel, approved by the Shariah board. Corporate real estate partners Norman Ho and Gazalle Mok and banking and finance partner Cindy Quek led the firm’s team in the transaction.

Rajah & Tann Singapore has also acted for The Bank of Tokyo-Mitsubishi UFJ and NEC Capital Solutions, as the arrangers, on the financing for the project to develop, construct, complete, own, operate and maintain a state-of-the-art, high capacity fibre-optic submarine cable system connecting Japan, Guam and Australia. The US$135 million financing was by way of syndicated senior, mezzanine and junior loan financing and equity contributions by sponsors and other individual and corporate investors into a Singapore-incorporated SPV. Partners Angela Lim and Tan Shu Fern led the firm’s team in the transaction.

Shook Lin & Bok is acting for Singapore-listed dye maker China Fibretech on the Rmb100 million (US$15m) proposed investment in Bo Dao Road Construction to invest in and build a rural road project in Xingwen county. The proposed investment will result in China Fibretech having an aggregate of 90.91 percent equity stake in Bo Dao. Partners Wong Gang and Pearlyn Xie led the firm’s team in the transaction.

Skadden has advised global technology leader Xiaomi on its approximately US$4.7 billion IPO in Hong Kong. This is the first Hong Kong offering to adopt a dual-class share structure and the first to list under Hong Kong’s new regime for innovative technology companies. Trading in the shares commenced on July 9, 2018. Corporate partners Julie Gao and Christopher Betts, supported by partner Will Cai, led the firm’s team in the transaction, which is the fourth largest technology company IPO globally, after Alibaba, Facebook and Infineon. Clifford Chance, led by partners Tim Wang, Jean Thio, Fang Liu and Amy Lo, advised the joint sponsors and 23 underwriters, including Goldman Sachs (Asia), Morgan Stanley Asia and CLSA Capital Markets.

Skadden has also advised Unicorn Partners Fund II on its successful closing, which was announced on July 9, 2018. Managed by Unicorn Capital Partners, a venture capital fund-of-funds manager focused on China and other key technology markets in Asia, the fund closed at its hard cap of US$250 million and was significantly oversubscribed. In line with its two predecessor funds, the fund will partner with best-of-breed leading and emerging venture capital managers who invest in the areas of technology, media and entertainment, and healthcare throughout China. The Unicorn founders, Tommy Yip and Kah-Fai Low, have 35 years of combined venture capital fund investment experience and research experience through technology boom-and-bust cycles and generational changes in China venture capital. Monument Group, one of the industry’s leading placement agents, was the exclusive placement agent for the fund. Partner Geoffrey Chan, head of investment management practice in Asia, led the firm’s team in the transaction.

TT&A is advising Deutsche Bank Mumbai Branch, as the arranger, Catalyst Trusteeship, as the bond trustee and common security trustee, and DB International (Asia) and Deutsche Investments Indian, as initial bond holders, on the Rs2.5 billion (US$36.5m) bonds issue by MIPL. The proceeds were used for repayment of inter-company advances availed from MDPL, and providing inter-company loans to MDPL and other group companies. MDPL, in turn, would use such proceeds for refinancing some of its facilities. Mumbai partners Sonali Mahapatra and Rituparno Bhattacharya are leading the firm’s team in the transaction, which is yet to be completed. Tatva Legal, led by partners NK Dilip and Rashmi Talukdar, advised MIPL and MDPL.

Vertices Partners has advised Tano India Private Equity Fund II, as the sellers, on the secondary sale of Arohan Financial Services. Founding partners Vinayak Burman and Archana Khosla led the firm’s team in the transaction, which was valued at approximately Rs401 million (US$5.9m) and was completed in March 2018.

Vertices Partners has also advised Instaoffice Business Solutions on the approximately Rs21.4 million (US$312,766) investment, through the issuance of compulsory convertible preference shares by way of preferential allotment, by Globevestor Fund and other individuals into Instaoffice Business Solutions. The company offers shared office, virtual office and co-working spaces, as well as business centres and meeting rooms for startups. Founding partners Vinayak Burman and Archana Khosla led the firm’s team in the transaction.

WongPartnership is acting as Singapore counsel to Bain Capital on the acquisition of DSM Sinochem Pharmaceuticals, a pharmaceutical joint-venture of Dutch chemicals firm Royal DSM NV and China’s Sinochem Group. Partners Ng Wai King, Quak Fi Ling and Bonnie Wong are leading the firm’s team in the transaction.

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In-House Community Magazine – May-June 2021 (e-edition) including Projects & Energy Report 2021
The interactive edition of the June 2021 issue of In-House Community eMagazine is now live. Including Energy & Projects Report 2021, Philippine and off-shore jurisdiction updates, and articles exploring IP in NFT's, Singapore's cybersecurity laws, global tax reform and more.