Deals – July 8, 2015

Allen & Gledhill has also advised Harmonie III Holdings Ltd in respect of its acquisition of a portfolio of five retail malls located across Malaysia, through the acquisition of an investment group structure comprising subsidiaries incorporated in the British Virgin Islands, Bermuda and Malaysia. Harmonie III is a subsidiary of a property fund managed by ARA Fund Management (Harmony III) Ltd. Partners Penny Goh, Tan Boon Wah and Shalene Jin led the transaction whilst Rahmat Lim & Partners, led by partners Chen Lee Won, Amelia Koo and Ho Wei Lih, advised on Malaysian law.

AZB & Partners is advising Kotak Mahindra Capital Company Ltd, Citigroup Global Markets India Private Ltd and Morgan Stanley India Company Private Ltd, as the global co-ordinators and book-running lead managers, and Axis Capital Ltd, Edelweiss Financial Services Ltd and YES Bank Ltd, as the book-running lead managers and, together with Kotak Mahindra, Citigroup Global and Morgan Stanley, as the managers, in respect of the IPO of Coffee Day Enterprises Ltd, the holding company which runs India’s top coffee chain under the Cafe Coffee Day brand. Partners Madhurima Mukherjee and Srinath Dasari are leading the transaction which was valued at approximately US$180 million and is yet to be completed.

Baker & McKenzie has acted as Hong Kong and US counsel to ICBC International Capital Ltd as the sole sponsor, sole global coordinator and sole book-runner, as well as the underwriters, in respect of the approximately HK$300 million (US$38.7m) global offering of Chen Xing Development Holdings Ltd, one of the leading property developers in Shanxi Province (“Chen Xing”). Chen Xing’s shares commenced trading on the HKSE on 3 July 2015. The net proceeds will be mainly used to finance the development of Phase 1 of Longtian Project in Jinzhong, Shanxi. Founded in Shanxi in 1997, Chen Xing focuses on residential property development projects. In 2013, it was ranked 279th among the “Top 500 Property Developers in China” and ranked first among all Shanxi-based property developers. As of 31 March 2015, Chen Xing had a land bank with a total GFA of 2.4 million sq m. Capital markets partners Jackie Lo (Beijing) and Lance Chen (Shanghai) led the transaction.

Clifford Chance has advised the joint global coordinators in respect of the Bank of China’s (BOC) US$3.55 billion four currency multi-tranche bond issuance. The multiple series of notes were issued under its US$20 billion medium term note programme. The separate tranches were: BOC Singapore Branch S$500 million (US$368.4m) 2.75 percent notes due 2019; BOC Abu Dhabi Branch CNY2 billion (US$322.2m) 3.6 percent notes due 2017; BOC Hong Kong Branch US$1 billion 2.125 percent notes due 2018, US$800 million 2.875 percent notes due 2020 and US$500 million 3.875 percent notes due 2025; and BOC Hungarian Branch €500 million (US$547m) floating rate notes due 2018. Partner Matt Fairclough led the transaction.

Davis Polk has advised the initial purchasers in respect of the Rule 144A and Regulation S offering by Ctrip.com International Ltd of US$700 million 1 percent convertible senior notes due 2020 and US$400 million 1.99 percent convertible senior notes due 2025. In addition, the firm advised the counterparties to the bond hedge and warrant transactions with Ctrip in connection with the convertible notes offering. NASDAQ-listed Ctrip is a leading travel service provider for hotel accommodations, airline tickets, packaged tours and corporate travel management in China. Partners James C Lin, John M Brandow and Michael Farber led the transaction.

Davis Polk has also advised the underwriters in respect of the IPO and listing on the Main Board of the HKSE of AAG Energy Holdings Ltd. The gross proceeds from the global offering amounted to approximately HK$2.28 billion (US$294m) prior to any exercise of the over-allotment option. AAG Energy is a leading coalbed methane producer in China focusing on the development and value optimization of unconventional gas resources. Partners Howard Zhang, Bonnie Y Chan and Paul Chow led the transaction.

Deacons is advising Beijing Jianguang Asset Management Co Ltd (JAC Capital), a subsidiary of Chinese state-owned investment company JIC Capital Management Ltd, in respect of its US$1.8 billion acquisition of the power amplifier business from NASDAQ-listed NXP Semiconductors NV. To date, the transaction is one of the largest outbound technology deals of 2015. NXP focuses primarily on supplying the mobile communications base station market but has potential future growth applications in the areas of industrial lighting, next generation cooking and automotive electronic ignition systems. The transaction is subject to review and approval by the US Federal Trade Commission, the European Commission, MOFCOM and other agencies. The sale is expected to close within the second half of 2015, pending required regulatory approval and employee representative consultations. The transaction involved key intellectual property issues, as the transfer of IP and technology alone was worth approximately half of the deal size. Overall, the acquisition represents an important step for JAC Capital in its movement into the semiconductor market. Partner Alexander Que is leading the transaction whilst Houthoff Buruma is also advising on the deal. Accralaw is advising on Philippines laws regarding local business transfer, Alston Bird is advising on US anti-trust matters and King & Wood Mallesons is advising on PRC anti-trust matters. De Brauw Blackstone Westbroek is representing NXP.

Deacons has also advised the joint sponsors Qilu International Capital Ltd and Haitong International Capital Ltd and the underwriters in respect of the HK$1 billion (US$129m) H-share Main Board IPO of Luzheng Futures Company Ltd in Hong Kong. The shares were expected to be listed on 7 July 2015. 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. It is also one of the seven futures firms in China rated “Class A” by the China Securities Regulatory Commission for the past six consecutive years. If successfully listed, it will be the first H-share company focused on the futures business. Partners Ronny Chow and Ronnie Bow led the transaction whilst Commerce & Finance Law Offices advised as to PRC law. Luzheng Futures was advised by Clifford Chance as to Hong Kong law and Jia Yuan Law Offices as to PRC law.

Foley & Lardner has secured a seminal victory for Michael Bastian (Council of Fashion Designers of America Menswear Designer of the Year 2011) in respect of a trademark dispute before the Chinese Trademark Review and Adjudication Board (TRAB) in Beijing. As a result, Bastian is now free to use his name and intellectual property to build out his brand in China without fear that someone else has trademarked his name. This represents the first time a trademark registration application has been rejected In China in favor of a non-Chinese individual or entity based on the Principle of Honest and Good Faith. The TRAB’s decision reversed the China Trademark Office’s decision in favor of the defendant, an unrelated Chinese entity, that previously filed to register the name “Michael Bastian” and Chinese transliteration. The TRAB held that the opposing party had abused the trademark registration, use and administration in China, even though there was insufficient evidence of Michael Bastian’s use of the trademark or publicity in China prior to the date of filing by the defendant. US/China practice co-chair Selig Sacks and partner Rob Weisbein led the transaction, working alongside Xiaonan (Andrew) Su and Ji (Jeffrey) Liu of Grandall Law Firm (Beijing).

Herbert Smith Freehills has acted as English and US law counsel to the issuers and guarantor in respect of the establishment of a US$500 million high yield global medium term note programme by Avation Capital SA and Avation (Group) S Pte Ltd and the subsequent issue of US$100 million 7.5 percent notes due 2020 which was listed on the SGX. The programme was guaranteed by parent company Avation PLC, a London-listed passenger aircraft leasing company. Avation owns and manages a fleet of 29 aircraft which it leases, through its subsidiaries, to airlines such as Virgin Australia, Thomas Cook, Condor, Fiji Airways and UNI Air. Partners Philip Lee and Siddhartha Sivaramakrishnan led the transaction.

J Sagar Associates has acted as Indian counsel to Axis Capital Ltd, Deutsche Equities India Private Ltd and PNB Investment Services Ltd as the book-running lead managers in respect of Dilip Buildcon Ltd’s proposed IPO comprising of a fresh issue of equity shares aggregating up to INR6.5 billion (US$102.4m) and an offer for sale of up to approximately 2.28 million equity shares by Dilip Suryavanshi, 1.22 million equity shares by Devendra Jain and 11.4 million equity shares by Banyantree Growth Capital LLC. Partners Nosh Modi and Arka Mookerjee led the transaction whilst Cadwalader, Wickersham & Taft acted as international counsel. The Dilip Group was represented by Cyril Amarchand Mangaldas.

J Sagar Associates has also advised Amazon in respect of its US$40 million acquisition of 20 percent stake (through primary acquisition) in A&A Dukaan Financial Services Private Ltd. A&A Dukaan also received investments from Fidelity, which subscribed to 2.5 percent of the investee’s capital. The firm also advised Fidelity. A&A Dukaan operates www.bankbazaar.com, a website which enables the purchase of loan products and credit cards, providing marketing and technology services to insurance companies. A&A Dukaan has previously received foreign investments from Walden and Sequoia. In this round of investment, Amazon led the subscription to Series C preference shares, with investments also being made by Fidelity, Mousseganesh, Walden and Sequoia. Partners Vivek K Chandy and Manvinder Singh led the transaction. Amazon was advised by Perkins Coie, led by partner Indrajit Majumdar, as US counsel. A&A Dukaan Financial Services was advised by Themis whilst Mousseganesh was advised by Wilkie Farr & Gallagher.

Khaitan & Co has advised Al Ahli Bank of Kuwait KSCP Abu Dhabi in respect of a corporate guarantee provided by Shilpi Cable Technologies Ltd to secure AED45 million (US$12.25m) credit facilities availed by Shilpi Worldwide JLT. Partner Devidas Banerji led the transaction.

Khaitan & Co has also advised Robert Bosch GmBH and Bosch Ltd (India) in respect of the acquisition of 49 percent stake in Klenzaids Contamination Controls Ltd. Partner Niren Patel, supported by partner Adheesh Nargolkar, led the transaction.

Kirkland & Ellis has represented Ascendent Capital Partners, an independent China-focused private equity firm, in respect of the first and final closing of its second private equity fund. The fund closed at its hard cap with aggregate capital commitments of US$600 million, exceeding its initial target of US$500 million. The fund will continue Ascendent’s investment strategy in large-scale private manufacturing and premium retail companies and the energy and real estate sectors in China. Hong Kong private funds partners Justin Dolling and Jonathan Tadd led the transaction.

Maples and Calder has acted as Cayman Islands and British Virgin Islands counsel to Baidu Inc in respect of its issuance of US$750 million 3 percent notes due 2020 and US$500 million 4.125 percent notes due 2025. The notes are expected to be listed on the SGX-ST. Baidu is the leading Chinese-language internet search provider. Baidu’s ADSs currently trade on the NASDAQ. Partner Greg Knowles led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Davis Polk & Wardwell, led by partners James C Lin and John D Paton, acted as US counsel to joint book-runners Goldman Sachs (Asia) and JP Morgan Securities and to the representatives of the underwriters.

Maples and Calder has also acted as Cayman Islands and British Virgin Islands counsel to Cosmos Boom Investment Ltd in respect of the issuance of US$290 million 0.5 percent convertible bonds due 2020 guaranteed by HKSE-listed China Merchants Land Ltd. The bonds are convertible into ordinary shares of China Merchants Land. Partner Mark Western led the transaction whilst Freshfields Bruckhaus Deringer acted as English counsel to the issuer and the guarantor. Clifford Chance acted as English counsel to Merrill Lynch Far East Ltd, CCB International Capital Ltd, China Merchants Securities (HK) Co Ltd and DBS Bank Ltd as the joint lead managers.

Mayer Brown JSM has advised Sky Light Holdings Ltd in respect of its HK$676 million (US$87m) global offering and primary listing of shares on the HKSE. Sky Light is a leading global digital imaging device and solution provider for the action camera industry. It develops and manufactures action cameras and related accessories and other digital imaging products, such as traditional digital cameras, portable scanners and digital camcorders, as well as home imaging and smart wearable products. It is the principal manufacturer of major camera brand “GoPro”. The IPO was led by BOCI as the sole sponsor, sole global coordinator and sole book-runner. Corporate & Securities partner Billy Au led the transaction.

Norton Rose Fulbright has advised HSBC in respect of the HK$1.3 billion (US$167.6m) issuance of new shares by HKSE Main Board-listed South East Group Ltd, an investment holding company that invests in and develops properties in the PRC. HSBC acted as financial adviser to China Minsheng Jiaye Investment Co Ltd, the real estate arm of China Minsheng Investment Corp Ltd, as the offeror on the proposed issuance. The transaction also involved the issuance of convertible bonds to Honghu Capital Company Ltd, an independent third party, raising approximately HK$200 million (US$25.8m). The transaction is governed by both the Hong Kong Listing Rules and the Takeovers Code and will require the approval of the offeree company’s independent shareholders in relation to the share subscription and also as a condition to the grant of a “whitewash” waiver. Hong Kong partner Psyche Tai led the transaction.

Norton Rose Fulbright has also advised China Merchants Securities (HK) Co Ltd as the sole placing agent in respect of the top-up placing of 968 million shares in HKSE Main board-listed China Chengtong Development Group Ltd, a company primarily engaged in property development, property investment, financial leasing, hotel and marine travelling services, bulk commodity trade and trading and processing of coal. The shares were offered at the placing price of HK$1.01 (US$0.13) per share and the gross proceeds will amount to approximately HK$978 million (US$126m). Hong Kong partners Psyche Tai and Allan Yee led the transaction.

Shearman & Sterling has represented the Government of Mongolia in respect of the update of its US$5 billion global medium term note program and its Regulation S offering of CNY1 billion (US$161m) 7.5 percent notes due 2018 under the program. The bonds will list in Singapore. This is the first dim sum bond from a non-Chinese Asian sovereign and the first high-yield dim sum bond from a sovereign globally. Hong Kong capital markets partner Matthew Bersani led the transaction.

Shook Lin & Bok is acting for International Healthway Corp Ltd (IHC) in respect of its merger with Healthway Medical Corp Ltd (HMC) by way of a scheme of arrangement for all shares amounting to approximately S$231 million (US$170.2m). Upon completion of the transaction, HMC will become a subsidiary of IHC whilst HMC will be delisted. Partner Gwendolyn Gn is leading the transaction.

Skadden represented UBS, Credit Suisse and Guotai Junan International as the underwriters in a Regulation S “tap” offering of high yield bonds issued by Wuzhou International Holdings Limited (HK stock code: 1369), a major Chinese real estate company. The tap bonds will be consolidated with the US$100 million senior notes due 2018 issued in September 2013 and the US$100 million senior notes due 2018 issued in January 2014. The transaction was announced on June 25, and closed on July 6, 2015. The Skadden Hong Kong team included Edward Lam, Vincent Sze, and Marc Tan.

Skadden represented HSBC and Standard Chartered as the dealer managers in the high-yield bonds consent solicitation launched by Agile Property Holdings Limited (HK stock code: 3383), one of China’s leading integrated property developers, to the holders of its US$650 million 8.875% senior notes due April 2017 and US$700 million 9.875% senior notes due March 2017. The transaction was announced on June 8 and closed on June 22, 2105. The Skadden Hong Kong team included Edward Lam, Vincent Sze, and Yuanjing Chen.

Squire Patton Boggs is advising Infibeam InCorp Ltd, one of India’s leading e-commerce companies, in respect of its proposed INR4.5 billion (US$70.8m) IPO. The proposed IPO, which will be the first public listing in India by an e-commerce company, is being managed by SBI Capital Market Ltd, ICICI Securities Ltd, Kotak Mahindra Capital Company Ltd and Elara Capital (India) Private Ltd. Infibeam owns and operates the Infibeam.com e-retail site, the BuildaBazaar.com marketplace platform, as well as the .ooo TLD registry. Some of its clients include brands such as Unitech Amusement Parks Ltd, Panasonic India Private Ltd, Adlabs Entertainment Ltd, Gulf Oil Lubricants India Ltd, Eros Electricals LLC, Axiom Telecom LLC and Mumbai International Airport Private Ltd. Partner Biswajit Chatterjee is leading the transaction.

Watson Farley & Williams has acted as lead counsel to The Industrial and Commercial Bank of China Ltd (ICBC) in respect of the approximately US$198.4 million financing to the EXMAR group for the construction and acquisition of the world’s first floating liquefaction and storage unit for natural gas (FLNG) presently being built by China shipbuilders Wison (Nantong) Heavy Industry Co Ltd and Wison Offshore & Marine Ltd. This flagship project reportedly involves the highest level of technology in the LNG sector and constitutes China’s biggest exporting project to Belgium in terms of contract value to date. The FLNG is intended to be employed by Pacific Stratus Energy Colombia Corp for use under the gas project of Pacific Rubiales Energy. EXMAR group CEO Nicolas Saverys and ICBC Board Chairman Jiang Jianqing signed the agreement on 23 June 2015, with King Philippe of Belgium and China’s President Xi Jinping presiding over the signing ceremony. Hong Kong office head and partner Madeline Leong, supported by partner Christoforos Bisbikos, led the transaction.

WongPartnership has acted for Century Sunshine Group Holdings Ltd in respect of its establishment of S$300 million (US$221m) multicurrency medium term note programme and subsequent issuance of S$75 million (US$55.3m) 7.2 percent fixed rate notes due 2018 under the programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.

WongPartnership is also acting for Cordlife Group Ltd in respect of the possible sale of its 7 percent senior unsecured convertible note due 2017 and shares in China Cord Blood Corp (CCBC) in conjunction with a proposed privatisation of CCBC by Golden Meditech Holdings Ltd for at least US$108 million. Partners Andrew Ang, Vivien Yui, Felix Lee and Goh Gin Nee are leading the transaction.