Allen & Gledhill has advised Senoko Energy on the S$2.17 billion (US$1.6b) syndicated loan facilities to refinance its indebtedness under its existing loan facilities. Partner Kok Chee Wai led the firm’s team in the transaction.
Allen & Gledhill has advised Lippo Malls Indonesia Retail Trust on the issue of US$250 million 7.25 percent guaranteed senior notes due 2024 by its wholly-owned subsidiary Capital. This is Asia-Pacific’s first US dollar high yield bond issued by a real estate investment trust. Partner Glenn Foo led the firm’s team in the transaction.
Ashurst has acted for Mizuho Bank, as the mandated lead arranger, bookrunner and green loan coordinator, and its Hong Kong Branch, as the facility agent, on the US$200 million green loan facility to BoCom Leasing Management Hong Kong. The syndicate of lenders was made up of 12 banks, including Mizuho, Cathay United Bank, China Construction Bank (Asia), The Korea Development Bank, KDB Asia, OCBC Wing Hang Bank, Shanghai Pudong Development Bank (acting through its Hong Kong branch), KGI Bank and various banks from Japan, Korea, Taiwan and Indonesia. The borrower will be required to use the loan proceeds in accordance with its green finance framework, as certified by the Hong Kong Quality Assurance Agency. BoCom Leasing Hong Kong is the primary offshore platform wholly-owned by BoCom Leasing. BoCom Leasing is the second largest financial leasing company in China by managed assets, while BoCom is China’s fifth largest state-owned commercial bank. Partner Eric Tan, supported by partner Patrick Phua, led the firm’s team in the transaction.
AZB & Partners has advised Binny Bansal on its sale to Fit Holdings of certain equity shares of Flipkart. Partner Nanditha Gopal led the firm’s team in the transaction, which was completed on June 21, 2019.
AZB & Partners is also advising TVS Automobile Solutions on the acquisition by Mitsubishi of 22 percent equity stake of TVS Automobile Solutions, resulting in an increase in Mitsubishi’s aggregate shareholding in TVS from three percent to 25 percent. Partners Srinath Dasari, Samir Gandhi and Nanditha Gopal led the firm’s team in the transaction, which was signed on June 21, 2019 and is yet to be completed.
Drew & Napier has acted for Rothschild & Co Singapore, as the independent financial adviser to CapitaLand, on CapitaLand’s acquisition of all the issued ordinary shares in Ascendas and Singbridge for a total consideration of approximately S$6 billion (US$4.4b), which was satisfied by an equal proportion of cash and new ordinary shares in CapitaLand. The transaction would create one of Asia’s leading diversified real estate companies upon completion. It is expected to result in the CapitaLand group becoming one of the top ten real estate investment managers globally. The firm also acted for Rothschild on the allotment and issuance of the consideration shares to Ascendas-Singbridge, in satisfaction of the non-cash portion of the consideration under the transaction, and the ordinary resolution for the waiver of rights of the shareholders of CapitaLand, other than the vendor and its concert parties, to receive a mandatory take-over offer from the vendor and its concert parties for the ordinary shares in CapitaLand not held by the vendor and its concert parties, as a result of the vendor’s acquisition of the consideration shares. Directors Steven Lo, Jon Nair and Tan Teng Sen led the firm’s team in the transaction.
J Sagar Associates has advised Broadview Holding on the acquisition of Formica Group, a business unit of Fletcher Building Holdings, and its subsidiary in India, Formica Laminates (India). Formica India and its immediate shareholders were initially excluded from the transaction. However, Broadview retained the option to acquire Formica India at a later date. The aggregate transaction value is approximately US$840 million. Since 1913, Formica has been inextricably linked to the invention of the original high pressure laminate. The company is a leading provider of branded, designed surfacing solutions. Broadview is an industrial holding company, with a focus on materials technology and energy. The group currently has approximately 2,900 employees worldwide, with combined sales of €700 million (US$791.5m). Partners Shivpriya Nanda, Minu Dwivedi and Zain Pandit led the firm’s team in the transaction, while Paul, Weiss, Rifkind, Wharton & Garrison acted as overseas counsel.
King & Wood Mallesons has acted as English and Chinese laws counsel to Zhejiang Geely Holding Group on the issuance of €400 million (US$451.8m) zero coupon guaranteed exchangeable bonds due 2024 by Geely Sweden Financials Holding. The bonds are guaranteed by Zhejiang Geely, and are exchangeable into the Series B shares of Volvo that are listed in Stockholm. This marks the first issuance of equity-linked securities by a Chinese automotive manufacturer exchangeable into a large public company listed in Europe. Zhejiang Geely is the sole private automotive production company among the top ten automakers in China. It operates a vast number of well-known international brands, including Geely Auto, Lynk & Co, Volvo Cars, Polestar, PROTON, Lotus, London Electric Vehicle Company, Yuan Cheng Auto, Terrafugia, and Saxo Bank. Hong Kong partners Hao Zhou and Michael Lu and China partner Yujia Pan led the firm’s team in the transaction.
King & Wood Mallesons has also acted as US counsel to Jiangsu Zhongnan Construction Group, one of the leading property developers and a top private construction company in China, on its issuance of US$350 million 10.875 percent guaranteed senior notes due 2022. Zhongnan Construction has been ranked among top 20 property developers in China. It is also the sole private construction company in China that holds premium and first-class construction qualifications that have been granted to only four construction companies in the country. Partners Hao Zhou and Michael Lu led the firm’s team in the transaction.
Maples Group is acting as Cayman Islands counsel and trustee, management company, fund administration and directorship services provider to Indo-Japan Emerging Technology & Innovation Fund. The fund will invest substantially all of its assets into the Indo-Japan Emerging Technology & Innovation AIF (FoF), a US$187 million fund-of-funds managed by Reliance Nippon Life Asset Management, the Indian asset management arm of Nippon Life. The fund will be offered in Japan to Japanese institutional investors. The FoF is the result of a joint initiative between Japan and India and has just been announced at the G-20 summit last week. The fund combines the core strengths of both countries to provide large investors with access to source ideation and technology, as well as to provide a platform for collaboration and strategic investment in start-ups. The FoF expects to manage a portfolio of 15 to 25 India-focused venture capital funds investing in technology start-ups in emerging fields. Hong Kong partner Nick Harrold is leading the firm’s team in the transaction.
Maples Group (Hong Kong) has also acted as Cayman Islands counsel to Cayman Islands company GSX Techedu on its public offering of 19.8 million American depositary shares, representing its Class A ordinary shares, and the listing of such ADSs in New York. GSX Techedu is a technology-driven education company, with expertise in online K-12 after-school tutoring courses in China. The offering, which closed on June 10, 2019, raised approximately US$208 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Wilson Sonsini Goodrich & Rosati acted as US counsel to Credit Suisse Securities (USA) and Deutsche Bank Securities, as the representatives of the underwriters.
Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has acted for Swiss Reinsurance America on the issuance of the US$100 million Series 2019-1 Class A principal at-risk variable rate notes by First Coast Re II, with Swiss Reinsurance America as the ceding reinsurer, and Security First Insurance as the reinsured. This is the first Rule 144A catastrophe bond transaction in Singapore issued by a special purpose reinsurance vehicle licensed by the MAS pursuant to a collateralised reinsurance transformer structure. Partners Simon Goh, Lee Xin Mei, Vikna Rajah and Cheryl Tan led the firm’s team in the transaction.
Rajah & Tann Singapore, a member firm of Rajah & Tann Asia, has also acted on the S$610 million (US$450m) collective sale of all the strata lots and common property in the residential developments known as Goodluck Garden, Singapore. The development is acquired by Qingjian Perrenial (Bukit Timah), a joint venture between Perennial Real Estate Holdings and Qingjian Group. Goodluck Garden is a freehold residential development and has a total site area of 33,457.2 square metres, and comprises of 210 units. Partner Norman Ho led the firm’s team in the transaction.
Shook Lin & Bok has acted for United Overseas Bank on the S$43 million (US$32m) green loan granted to local renewable energy firm Sunseap, for the proposed installation of solar photovoltaic systems on rooftops across Singapore. The combined generated energy of the solar power systems is projected to be able to power more than 9,600 four-room HDB flats for one year, and reduce greenhouse gas emissions by 17,000 tonnes per year. Partner Stanley Lim led the firm’s team in the transaction.
Skadden has advised YY, a leading global social media platform based in China, on its Rule 144A/Regulation S offering of US$500 million aggregate principal amount of convertible senior notes due 2025 and US$500 million aggregate principal amount of convertible senior notes due 2026. The offering included the option for the initial purchasers to purchase an additional US$75 million aggregate principal amount of the notes of each series. The offering closed on June 25, 2019. Partners Julie Gao (Hong Kong), Jonathan Stone (Hong Kong), Yossi Vebman (New York) and Haiping Li (Shanghai) led the firm’s team in the transaction.
Squire Patton Boggs has advised Impro Precision Industries, the world’s seventh largest manufacturer of high-precision, high-complexity casting and machined components, on its global offering and listing of shares in Hong Kong. The listing is sponsored by Morgan Stanley and Bank of China. The amount to be raised is expected to be approximately HK$1.2 billion (US$153.8m). Impro was listed in Hong Kong on June 28, 2019. With a total revenue of HK$3.7 billion (US$474.4m) in 2018, Impro is the world’s seventh largest independent casting manufacturer and China’s largest business in the sector, as well as the world’s fourth largest precision machining company in the end-markets of automotive, aerospace and hydraulics. Corporate partners Francis Li and Wendy Fong, supported by principal David Saltzman (Palo Alto) and partners Andreas Lehmann (Frankfurt), Reinhart Lange (Frankfurt) and Radek Janecek (Prague), led the firm’s team in the transaction.
S&R Associates has represented the broker on the Rs8.99 billion (US$130.5m) bulk deal sale of 31 million equity shares, representing 4.22 percent of the equity share capital, of GRUH Finance, a listed housing finance company, by its promoter, Housing Development Finance Corporation, in India. The sale was conducted in connection with the proposed amalgamation of GRUH Finance into Bandhan Bank. Partners Sandip Bhagat and Jabarati Chandra led the firm’s team in the transaction.
S&R Associates has also represented Aavishkaar India II and Aavishkaar Venture Management Services, which are part of the Aavishkaar group, on their sale of shares of Jaypore E-commerce, as part of its acquisition by Aditya Birla Fashion and Retail, a listed fashion company. Partner Viral Mehta led the firm’s team in the transaction, which is subject to closing conditions.
Thanathip & Partners is advising Banpu on the issue and offering of β10 billion (US$327m) debentures to institutional investors and/or high net-worth investors. Kornjan Tangkrisanakajorn is leading the firm’s team in the transaction.
Thanathip & Partners is also advising DKSH (Thailand) on its acquisition of the entire distribution operations of scientific and laboratory devices from a group of sellers, who are leaders in the distribution of scientific and laboratory devices in Thailand. Partner Chawaluck Sivayathorn Araneta is leading the firm’s team in the transaction.
Vertices Partners has represented Ashish Life Science and the promoters on the approximately Rs450 million (US$6.5m) primary and secondary round of investment from Eight Roads Ventures India III and Anterra F&A Ventures I Coöperatief. Managing partner Vinayak Burman led the firm’s team in the transaction, which was completed in February, 2019. Cyril Amarchand Mangaldas represented Eight Roads Ventures India III and Anterra F&A Ventures I Coöperatief.
Vertices Partners has also represented Finova Capital and the promoters on the company’s approximately Rs1.1 billion (US$16m) Series B round of investment from Faering Capital and Sequoia Capital. Managing partner Vinayak Burman also led the firm’s team in the transaction, which was completed in April, 2019. Themis Associates advised Sequoia Capital.
White & Case has advised Sumitomo Mitsui Banking Corporation, MUFG Bank and Mizuho Bank, as mandated lead arrangers, on the ¥900 billion (US$8.3b) in new senior loans and an additional commitment line of ¥100 billion (US$925.2m) for Toshiba Memory Holdings. The new financing was used to refinance a total of ¥600 billion (US$5.6b) loans from Sumitomo Mitsui Banking Corporation, MUFG Bank and Mizuho Bank for the June 2018 acquisition of Toshiba Memory Corporation by KK Pangea, a special-purpose company formed by a consortium led by Bain Capital Private Equity, and for the early redemption of existing non-convertible-bond-type preferred stock of Toshiba Memory Holdings. Tokyo partner Zenya Onishi led the firm’s team in the transaction.
White & Case has also advised the initial purchasers on the US$1.5 billion senior notes offering of MGM China Holdings, a consolidated subsidiary of MGM Resorts International. The debut 144A/ Regulation S bond issuance by MGM China consisted of US$750 million aggregate principal amount of 5.375 percent senior notes due 2024 and US$750 million aggregate principal amount of 5.875 percent senior notes due 2026. Hong Kong partner Jessica Zhou led the firm’s team in the transaction.
WongPartnership has acted for Jet Tech Ventures on its investment, by way of subscription of Series B convertible preference shares, in Easy Touch / PouchNATION. Jet Tech is the wholly-owned subsidiary of the Traveloka group of companies. Partners Kylie Peh, Tian Sion Yoong and Kyle Lee led the firm’s team in the transaction.
