Allen & Gledhill has advised Australia and New Zealand Banking Group, Bank of America Singapore Branch, Bank of China Singapore Branch, Citibank Singapore Branch, DBS Bank, HSBC Singapore Branch, Mizuho Bank, MUFG Bank, Oversea-Chinese Banking Corporation, Societe Generale Singapore Branch, Standard Chartered Bank (Singapore), Sumitomo Mitsui Banking Corporation Singapore Branch, and United Overseas Bank on the S$2.5 billion (US$1.8m) committed revolving credit facility to Singtel Group Treasury, a subsidiary of Singtel Telecommunications. The facility is guaranteed by Singtel. The proceeds of the facility are to be applied towards refinancing of existing facilities and for general corporate purposes. Partner Mark Hudspeth led the firm’s team in the transaction.
Allen & Gledhill has acted as transaction counsel for Clifford Capital Holdings (CCH) on its joint venture with Asian Infrastructure Investment Bank (AIIB) to establish Bayfront Infrastructure Management, a US$180 million infrastructure financing platform. CCH and AIIB have agreed to contribute up to US$126 million and US$54 million, respectively, to Bayfront, which aims to address the infrastructure financing gap across the Asia-Pacific, and will securitise brownfield projects and infrastructure loans acquired from banks to be sold to institutional investors. Such securities to be sold by Bayfront will be supported by a guarantee provided from the Government of Singapore. Partners Chiam Tao Koon, Ko Xiaozheng, Karen Tiah, Aloysius Ng, Chiam Tao Koon, Ko Xiaozheng, Yeo Wico and Jeanne Ong led the firm’s team in the transaction.
Ashurst is advising CVI Investments on an up to A$200 million (US$139.4m) proposed investment, via the issue of A$100 million (US$69.7m) convertible notes and the exercise of approximately 19.4 million warrants, in Australia-listed Zip Co. CVI Investments is an affiliate of Heights Capital Management (HCM), an affiliate of Susquehanna International Group (SIG), one of the largest privately-held financial services firms globally. HCM invests SIG’s internal capital through direct investments in listed companies in the US, Europe and Asia. SIG has also invested in Tik Tok’s parent company Bytedance, Credit Karma and Fundera. Zip has concurrently announced the acquisition of the remaining shares of “Buy Now Pay Later” (BNPL) US company QuadPay in its quest to be a global leader in the BNPL industry. The issue of the convertible notes and warrants, and the issue of securities in connection with the QuadPay acquisition, are subject to Zip’s shareholder approval and ASX approval. Partners Jini Lee, Sarah Dulhunty, Caroline Smart and Ian Kellock are leading the firm’s team in the transaction.
Assegaf Hamzah & Partners, a member firm of Rajah & Tann Asia, has acted as Indonesian counsel for Indonesia Asahan Aluminium (Persero), the holding company for Indonesia’s state-owned mining companies, on the issuance of its US$1 billion 5-year tranche, US$1 billion 10-year tranche and US$500 million 30-year tranche notes, under Regulation S/Rule 144A of the US Securities Act 1933. This issuance marked the largest issuance from an Indonesian corporate since the start of the pandemic outbreak. Partner Bono Daru Adji led the firm’s team in the transaction.
AZB & Partners is advising The Carlyle Group on its acquisition of up to 74 percent equity stake in SeQuent Scientific for Rs15.8 billion (US$209m). Partner Bharat Budholia is leading the firm’s team in the transaction, which was signed on May 8 and is yet to be completed.
AZB & Partners is also advising India’s largest private sector company Reliance Industries and its wholly-owned subsidiary Jio Platforms on the Rs90.93 billion (US$1.2b) acquisition by Abu Dhabi state fund Mubadala Investment, through MIC Redwood 1 RSC, of approximately 1.85 percent equity stake in Jio Platforms, a next-generation technology platform focused on providing high-quality and affordable digital services across India. Partners Ashwath Rau, Nilanjana Singh and Bharat Budholia are leading the firm’s team in the transaction, which was signed on June 4, 2020 and is yet to be completed. Skadden, led by partners Jonathan Stone (Hong Kong), Rajeev Duggal (Singapore), Michael Leiter (national security-Washington DC), Andrew Foster (antitrust-Hong Kong) and Pamela Endreny (tax-New York), is advising Mubadala Investment.
Baker McKenzie has acted as regulatory compliance counsel for the Volkswagen Group on two major investments in China’s electric vehicle (EV) market. Volkswagen is poised to take a 50 percent stake in the state-owned Anhui Jianghuai Automobile Group Holdings, the parent company of Anhui Jianghuai Automobile Group (JAC Motors), and increase its holding in the JAC-Volkswagen joint venture from 50 percent to 75 percent, for around €1 billion (US$1.13b). The transaction is reportedly the biggest M&A deal in the China EV sector, and is part of the State Council’s reform of establishing mixed-ownership systems and an important achievement of Anhui Province’s involvement in the Belt & Road Initiative. Elsewhere, Volkswagen will also invest €1.1 billion (US$1.25b) to acquire a 26 percent stake in Shenzhen-listed lithium-ion battery manufacturer Guoxuan High-Tech Co, and become the biggest shareholder of the EV battery maker. The agreement is also set to make Volkswagen the first global automaker to buy directly into a domestic Chinese battery supplier. Shanghai partner Simon Hui, supported by partner Maggie Chen of Baker McKenzie FenXun (FTZ) Joint Operation in Shanghai and assisted by a team of lawyers from Chinese law firm FenXun Partners, led the firm’s team in the transaction.
Davis Polk has acted as English and US counsel for Tencent Holdings on the update of its US$20 billion global medium-term note program and the offering thereunder pursuant to Rule 144A and Regulation S of its US$1 billion 1.81 percent senior notes due 2026, US$2.25 billion 2.39 percent senior notes due 2030, US$2 billion 3.24 percent senior notes due 2050 and US$750 million 3.29 percent senior notes due 2060. Tencent is a leading integrated internet services company operating a broad range of internet services. Partners James Lin and Gerhard Radtke led the firm’s team in the transaction.
Davis Polk has also advised the arrangers on the establishment of the US$2 billion medium-term note program of Coastal Emerald, an indirectly wholly-owned subsidiary of China Shandong Hi-Speed Financial Group, incorporated in the BVI. The firm also advised the joint lead managers on the drawdown of US$800 million 3.8 percent notes due 2021 under the program, which is guaranteed by China Shandong Hi-Speed Financial Group and has the benefit of a keepwell and liquidity support deed and a deed of equity interest purchase undertaking provided by Shandong Hi-Speed Group. As the largest provincially supervised state-owned enterprise in Shandong province, the group constructs and invests in transport infrastructure, such as expressways and railways, and serves as the sole railway infrastructure investment platform of the Shandong Government. Partners Gerhard Radtke and Yang Chu led the firm’s team in the transaction.
Han Kun has acted as China counsel to Homeland Interactive Technology on its global offering and listing in Hong Kong. Homeland Interactive is a leading localised mobile card and board game developer and operator in China, with a special focus on localised mahjong and poker games.
Han Kun has acted as China counsel to the joint bookrunners on GSX Techedu’s US IPO and listing in New York. GSX is a leading online K-12 large-class after-school tutoring service provider in China. The company also provides foreign language, professional and interest courses.
Khaitan & Co has advised Kalpataru Power Transmission on the approximately US$41 million sale of stake by Kalpataru Power Transmission and Techno Electric & Engineering Company in Jhajjar KT Transco to India Grid Trust. Partner Shivanshu Thaplyal led the firm’s team in the transaction, which was announced on May 29, 2020. Cyril Amarchand Mangaldas advised India Grid Trust.
Khaitan & Co has also advised Oneil Capital Management India on setting up of an open-ended Category III alternative investment fund O’Neil Quant Fund, which proposes to operate as a quant fund using algorithmic trading strategies for investing in the Indian stock markets. Oneil Capital Management India, the investment manager and sponsor of the fund, belongs to the O’Neil group of companies, a family of businesses dedicated to providing industry-leading financial services and information. William O’Neil India focuses on investments in individual equities, mutual funds, ETFs, and indices across the globe. Partners Divaspati Singh and Bijal Ajinkya led the firm’s team in the transaction, which was completed on April 27, 2020.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, is advising CITIC Envirotech on its selective capital reduction of shares subsequent to its delisting in Singapore in January 2020. Based on the offer price of S$0.55 (US$0.396) per share, CITIC Envirotech group is valued at S$1.34 billion (US$965.7m). Partners Danny Lim and Cynthia Wu are leading the firm’s team in the transaction.
S&R Associates has represented Goldman Sachs (India) Securities, Kotak Mahindra Capital, Morgan Stanley India and SBI Capital Markets, as the lead managers, on the Rs74.43 billion (US$986.5m) qualified institutions placement of equity shares by Kotak Mahindra Bank, a leading private-sector bank in India. Partners Sandip Bhagat and Jabarati Chandra led the firm’s team in the transaction.
Shardul Amarchand Mangaldas & Co has advised Motherson Sumi Systems (MSS) and Axis Bank, as the arranger, on the funds raised by MSS, through its maiden issuance of 5,000 listed, rated, secured, redeemable non-convertible debentures with a face value of Rs1 million (US$13,243) each. The deal is valued at Rs5 billion (US$66.2m). Partner Shilpa Mankar Ahluwalia led the firm’s team in the transaction, which closed on April 21, 2020.
Shardul Amarchand Mangaldas & Co has also advised ZF Friedrichshafen on its global acquisition of commercial vehicle technology supplier WABCO Holdings, including the indirect acquisition of control of WABCO India. The global deal value of the transaction is approximately US$7 billion. The value of the indirect open offer for the acquisition of 25 percent of the voting share capital of WABCO India is approximately US$438 million. In addition, the firm secured the approval from the Competition Commission of India (CCI) for the transaction, published on May 21, 2020 after a long and detailed review process, subject to the carrying out of certain modifications proposed by ZF. Under the proposed modifications, ZF is required to divest its 49 percent stake in its joint venture company, Brakes India. Partners Raghubir Menon (corporate), Anirban Bhattacharya (corporate), Yogesh Chande (securities) and Aparna Mehra (competition), with managing partner Pallavi Shroff, led the firm’s team in the transaction, which was completed on May 29, 2020. Latham & Watkins acted as global counsel for ZF, while Gleiss Lutz acted as global antitrust counsel. Skadden, Arps, Slate, Meagher & Flom acted as global counsel for WABCO Holdings.
Simpson Thacher is advising Qudian on its definitive agreement with Secoo, pursuant to which Qudian has agreed to purchase a total of approximately 10.2 million newly issued Class A ordinary shares of Secoo for up to US$100 million, reflecting a per share purchase price of US$9.80. Partners Yang Wang (Beijing-M&A) and Yi Gao (Hong Kong-Capital Markets) are leading the firm’s team in the transaction.
Skadden is acting as Hong Kong and US counsel for NetEase, a Nasdaq-listed leading Chinese internet technology company and one of the world’s largest publishers of mobile games, on its global offering of approximately 171.5 million new ordinary shares, which comprises an international offering and a Hong Kong offering, both of which are multiple times oversubscribed. The offer price has been set at HK$123 (US$15.87) per share, gathering commitments worth US$2.7 billion, excluding the over-allotment option. Subject to approval from the Hong Kong Stock Exchange, the shares are expected to begin trading on the main board on June 11, 2020. Partners Julie Gao, Christopher Betts, Paloma Wang (all Hong Kong) and Haiping Li (Shanghai) led the firm’s team in the transaction.
Skadden has also advised Shanghai-based Dada Nexus, a leading on-demand retail and delivery platform in China, on its IPO of 20 million ADS on the Nasdaq. Each ADS, representing four ordinary shares of the company, is valued at US$16, for total gross proceeds of US$320 million. Dada Nexus has granted the underwriters an option, exercisable within 30 days from the date of the final prospectus, to purchase up to three million additional ADSs. Trading commenced on June 5, 2020. Hong Kong partner Julie Gao led the firm’s team in the transaction.
WongPartnership has acted for HSBC, as rescue financier, on its extension of a S$50 million (US$36m) debtor in possession financing package to Design Studio Group. Partners Alvin Chia and Smitha Menon led the firm’s team in the transaction.
WongPartnership is also acting for Southern Capital Group on the sale of UG M&E by one of its portfolio companies, Greatearth, to Penta-Ocean Construction. Partners Christy Lim, Jason Chua and Bernadette Tan led the firm’s team in the transaction.
