Deals – July 2, 2015

Allen & Gledhill has also advised CVC Asia Pacific (Singapore) Pte Ltd in respect of the subscription for IDR1.5 trillion (US$112.35m) bond from PT Mitra Adiperkasa Tbk (MAP), with an option from MAP to own a 30 percent share in PT MAP Aktif Adiperkasa (MAA), MAP’s wholly-owned subsidiary. The bond subscription was done through CVC’s two separate legal entities. The bond was novated from MAP to MAA following a restructuring of MAP. The bond will be redeemed and the option exercised upon the occurrence of certain events. Partners Prawiro Widjaja and Tham Kok Leong led the transaction.

Allens has acted for Healthscope Ltd, one of Australia’s leading private healthcare operators, in respect of the sale of its Australian pathology operations to Crescent Capital Partners for A$105 million (US$80.8m). Healthscope’s Australian pathology operations consist of approximately 550 collection centres and 31 pathology laboratories in Victoria, South Australia, New South Wales and the Northern Territory. The sale will also see Healthscope transfer six skin clinics to Crescent. Partner Emin Altiparmak, supported by partner and co-head of private equity practice Mark Malinas, led the transaction which was announced on 23 June 2015 and is expected to be completed in July 2015.

AZB & Partners has advised JM Financial Institutional Securities Ltd in respect of Bajaj Finance Ltd’s qualified institutions placement of approximately 3.27 million equity shares with face value of INR10 (US$0.157) each at an issue price of INR4,275 (US$67.2) per equity share, at a discount of INR132.34 (US$2.08) per equity share to the floor price of INR4,407.34 (US$69.30) per equity share), for approximately INR14 billion (US$220m). Partner Varoon Chandra led the transaction which was completed on 12 June 2015.

Baker & McKenzie has advised HKSE Main Board-listed Carnival Group International Holdings Ltd in respect of its HK$253.41 million (US$32.7m) acquisition of shares in Nice Race Management Ltd from Grace Investment Ltd and BFT Acquisition Guernsey LP Inc and its US$33.997 million share subscription in Nice Race. Carnival issued to BFT certain consideration exchangeable and convertibile bonds, which are exchangeable into shares of Nice Race and/or convertible into shares of Carnival after a certain period. After the acquisition and subscription, Carnival owns approximately 99.9 percent shareholding in Nice Race. Nice Race and its subsidiaries, operate a high-end restaurant chain under the brand of “Golden Jaguar” with restaurants across 19 cities in China as of 31 December 2014. BFT’s ultimate beneficial owners are the limited partnerships that comprise the Apax Europe VI and Apax Europe VII Funds. Carnival and its subsidiaries are principally engaged in theme-based leisure and consumption business, focusing on the design, development and operation of integrated large-scale tourist complex projects in key cities in and outside China, as well as other theme-based consumption such as food and beverages, entertainment and touring theme parks. Hong Kong corporate partner Christina Lee led the transaction.

Cadwalader, Wickersham & Taft has advised UBS AG and HSBC Bank plc as underwriters in respect of the inaugural CHF250 million (US$266.8m) bond offering by Sinochem Offshore Capital Company Ltd. The issuance of 0.76 percent notes due 2022 is guaranteed by Sinochem Hong Kong Group Company Ltd (Sinochem) under its medium term note programme established in 2014. The deal is the first-ever Swiss Franc bond offering by a Chinese corporate issuer and also the first CHF corporate bond issuance in the emerging markets globally since November 2014. The notes were provisionally admitted to trading on the SIX Swiss Exchange and offered to the public in Switzerland solely. Restrictions apply to trades outside Switzerland. Sinochem Offshore Capital is based in Hong Kong and operates as Sinochem’s SPV for note offerings under its MTN programme. Beijing corporate and capital markets partner Rose Zhu, assisted by London capital markets partners Angus Duncan and Nick Shiren and tax partner Adam Blakemore, led the transaction which was completed on 17 June 2015.

Clayton Utz is advising Skilled Group in respect of its proposed A$650 million (US$500m) acquisition by Programmed Maintenance Services. Melbourne corporate M&A partner John Brewster and Sydney M&A director Rod Halstead are leading the transaction, supported by corporate national practice group head Rory Moriarty and Melbourne corporate partner Andrew Walker.

Clifford Chance has advised the finance parties in respect of the signing of a US$4.96 billion facility to Otoyol Yatırım ve İşletme AŞ for the financing of Phase II B of the Gebze-Orhangazi-Izmir motorway (including the Izmit Bay Crossing Bridge) and the refinancing of Phases I and II A. Phase I involves the design, construction, completion, operation and maintenance of the 3km Izmit Bay Crossing suspension bridge and one section of the Gebze-Orhangazi-Izmir motorway. Phase II A consists of the second section connecting the Izmit Bay Crossing to the city of Bursa. Phase II B consists of the remaining two sections of motorway. In total, the project includes the construction of 421km of new motorway. The overall project represents the largest infrastructure project ever financed under Turkey’s BOT law. When completed, the six-lane motorway will link the Istanbul metropolitan area and Izmir, the largest city on Turkey’s Aegean coast and a major port, and is expected to significantly reduce travel times between the two cities. The sponsors of the project are Nurol İnşaat ve Ticaret AŞ, Özaltın İnşaat Ticaret ve Sanayi AŞ, Makyol İnşaat Sanayi Turizm ve Ticaret AŞ, Astaldi SpA and Göçay İnşaat Taahhüt ve Ticaret AŞ. The refinancing of Phases I and II A and the financing of Phase II B were arranged by a group of leading Turkish banks consisting of Akbank TAŞ, Finansbank AŞ, TC Ziraat Bankası AŞ, Türkiye Garanti Bankası AŞ, Türkiye Halk Bankası AŞ, Türkiye İş Bankası AŞ, Türkiye Vakıflar Bankası TAO and Yapı ve Kredi Bankası AŞ, along with Deutsche Bank AG’s London branch, each of which provided an equal share of the facility. Total project costs are estimated to be US$7.2 billion. Partner Nicholas Wong, supported by London partner David Metzger, led the transaction whilst Verdi provided Turkish law advice. Legal and structuring advice was provided to the sponsors and the borrower by Hergüner Bilgen Özeke Attorney Partnership.

Conyers Dill & Pearman has acted as Cayman and BVI counsel to AAG Energy Holdings Ltd in respect of its HK$2.28 billon (US$294m) IPO on the Main Board of the HKSE. AAG Energy Holdings Ltd is the leading independent CBM producer in China, focusing on the development and value optimization of unconventional gas resources to supply clean energy to the Chinese economy. Hong Kong corporate partner Bernadette Chen led the transaction, working alongside Kirkland & Ellis, King & Wood Mallesons, Davis Polk & Wardwell and Jingtian & Gongcheng.

Conyers Dill & Pearman has also acted as BVI counsel to AVIC International Finance Ltd in respect of the issue of US$150 million 3.3 percent bonds due 2017 and guaranteed by AVIC International (HK) Group Ltd, a wholly-owned subsidiary of AVIC International Holding. Hong Kong partner Anna Chong led the transaction, working alongside Linklaters and Jingtian & Gongcheng.

Davis Polk has advised the sole placing agent in respect of the placing of approximately 201 million shares held by Dyna Wave Holding Asia, a wholly-owned subsidiary of Nippon Paper Industries Co Ltd, in Lee & Man Paper Manufacturing Ltd for a total consideration of approximately HK$930 million (US$120m). HKSE-listed Lee & Man Paper Manufacturing produces and sells paper and related products primarily in the PRC. Tokyo Stock Exchange-listed Nippon Paper Industries is one of the largest pulp and paper manufacturers in Japan. Partner Paul Chow led the transaction.

Davis Polk has also advised the solicitation agents in respect of a solicitation of consents by SOHO China Ltd from holders of its 5.75 percent senior notes due 2017 and the 7.125 percent senior notes due 2022 to certain amendments under the indentures governing such notes. The amendments were made to allow SOHO greater flexibility in its business plans and financial management in connection with changes to its business model since the notes were issued. HKSE-listed SOHO China is a leading PRC commercial property developer focused on development and sale of prime office properties and complementary retail and high-end residential and hotel properties in central Beijing and Shanghai. Partner William F Barron led the transaction.

Deacons has advised Chongbang Holdings (International) Ltd in respect of its almost US$920 million institutional capital raising from, among others, Canadian real estate company Ivanhoe Cambridge and Dutch pension asset manager APG Asset Management NV. Chongbang is a leading Shanghai-focused developer, owner and operator of retail-anchored mixed use projects. This is the second institutional capital raising for Chongbang, which was created in Hong Kong by Singaporean and Hong Kong investors in 2003. Corporate finance partner Rhoda Yung, supported by banking & finance partner Teresa Lau, led the transaction.

Herbert Smith Freehills has acted as international counsel to Shanghai-listed Jiangsu Changjiang Electronics Technology Co Ltd (JCET) in respect of its proposed S$1 billion (US$742.3m) takeover offer of SGX-listed semiconductor company STATS ChipPAC Ltd. Semiconductor producer JCET formed a consortium with Semiconductor Manufacturing International Corp and China’s National Integrated Circuit Industry Investment Fund to acquire STATS ChipPAC, a leading provider of advanced semiconductor packaging and test services. Headquartered in Singapore with manufacturing facilities in South Korea, Singapore, China and Taiwan, STATS ChipPAC is currently ultimately controlled by Temasek Holdings. Singapore corporate partner Michael Walter, supported by partner Nicola Yeomans, Asia Head of Competition Mark Jephcott, Hong Kong banking partner Alex Aitken and Singapore capital markets partner Siddhartha Sivaramakrishnan, led the transaction which is one of the largest M&A deals in Singapore this year. Drew and Napier advised JCET on Singapore law.

J Sagar Associates has advised the promoters of Monarch Catalyst Private Ltd in respect of Evonik Industries AG’s acquisition of 100 percent of the promoters’ shareholding in Monarch. Monarch is a market leader in manufacture of specialty catalysts in India. Evonik is a global leader in producing specialty catalysts, custom catalysts and catalysts components for the life sciences & fine chemicals, industrial & petrochemicals and polyolefines market segments. M&A partner Sandeep Mehta led the transaction. Veritas Legal, led by M&A partner Abhijit Joshi advised Evonik.

J Sagar Associates has also advised Nexus Ventures III Ltd in respect of its fourth round of investment in SSN Logistics Private Ltd, a company engaged in supply chain & logistics services. Internet Fund III Pte Ltd (Tiger Global), Times Internet Ltd and Multiples Private Equity Fund, along with Multiples Private Equity Fund I Ltd, were the other investors who participated in this round of funding. Partner Sidharrth Shankar led the transaction.

Khaitan & Co has advised Kosamattam Finance Ltd in respect of its IPO of secured and unsecured redeemable non-convertible debentures for approximately US$31.2 million. Executive Director Sudhir Bassi and partner Nikhilesh Panchal led the transaction.

Khaitan & Co has also advised Bharat Fritz Werner Ltd (BFW) in respect of its acquisition of the machine tool business of Proteck Machinery Private Ltd. BFW is India’s largest machine tool builder and is a leading supplier to India’s largest companies, including the Honda Group, Tata Motors, BHEL and Amul. Partner Rajiv Khaitan and associate partner Vinay Joy led the transaction.

Kirkland & Ellis is representing AAG Energy Holdings Ltd, the leading independent coalbed methane producer in China, in respect of its IPO on the HKSE. HSBC Corporate Finance (Hong Kong) Ltd and China International Capital Corp Hong Kong Securities Ltd are the joint global coordinators on the IPO. The AAG Energy global offering is priced at HK$3 (US$0.38) per share for a total offering size of approximately HK$2.28 billion (US$294m), excluding the over-allotment option. The listing took place on 23 June 2015. Capital market partners Dominic Tsun, David Zhang, Li-Chien Wong, Benjamin Su, Ben James and Henry Cheng led the transaction.

Rajah & Tann has advised Leader Environmental Technologies Ltd in respect of the proposed private placement of 51.3 million new ordinary shares in its capital at an issue price of S$0.045 (US$0.033) per placement share, amounting to approximately S$2.3 million (US$1.7m). The company and its subsidiary provide environmental protection solutions in the PRC, engaging in the research and development, design, manufacture, assembly and installation of environmental protection systems. The group also provides technical consulting and support services for environmental protection technologies and systems. Partners Danny Lim and Chia Lee Fong led the transaction which was announced on 23 June 2015 and is yet to be completed.

Skadden has represented Ctrip.com International Ltd, a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours, corporate travel management and other travel-related services in China, in respect of its issue of US$700 million convertible senior notes due 2020 and US$400 million convertible senior notes due 2025. Hong Kong partners Julie Gao, Jonathan Stone and Haiping Li led the transaction which was announced on 18 June 2015.

Skadden is also representing HKSE-listed Mascotte Holdings Ltd in respect of the proposed acquisition of control of Mascotte by Evergrande Real Estate Group Ltd and Tencent Holdings Ltd through a subscription for 75 percent of the outstanding shares of Mascotte for approximately HK$750 million (US$96.7m). Evergrande and Tencent will also subscribe for top-up warrants of Mascotte, which will allow them to maintain their percentage shareholding in Mascotte. The transaction, which was preliminarily announced on 23 June 2015, is subject to certain completion conditions, including a “whitewash waiver” under the Hong Kong Takeovers Code (which, if not obtained, will result in the need for Evergrande and Tencent to launch a general offer for the remaining shares of Mascotte should they decide to proceed with the transaction). Hong Kong partners Jonathan Stone and Edward Lam, New York partners Audrey Sokoloff and Stuart Levi, Palo Alto partner Joseph Yaffe and London partner Tim Sanders led the transaction.

WongPartnership has acted for CW Group Holdings Ltd, CW Advanced Technologies Ltd and CW Advanced Technologies Pte Ltd in respect of the establishment of their S$500 million (US$371m) multicurrency debt issuance programme. Partner Hui Choon Yuen led the transaction.

WongPartnership is also acting for Keppel Infrastructure Trust (KIT), formerly known as CitySpring Infrastructure Trust, in respect of its proposed equity fund raising exercise by way of a placement of approximately 792.8 million new KIT units at S$0.52 (US$0.38) per unit and its non-renounceable preferential offering of approximately 218.9 million new KIT units at S$0.515 (US$0.38) per unit, to raise gross proceeds of approximately S$525 million (US$389.65m) to finance the acquisition of a 51 percent stake in Keppel Merlimau Cogen Pte Ltd. Partners Karen Yeoh and James Choo are leading the transaction.