Deals – June 15, 2016

Cyril Amarchand Mangaldas has advised Welspun Energy Private Ltd in respect of the acquisition of the entire stake in Welspun Renewables Energy Private Ltd held by Welspun Energy with about 1,140 MW of renewable energy assets across 10 states in India being developed by Welspun Renewables Energy and its various subsidiaries, by Tata Power Renewable Energy Private Ltd, a subsidiary of Tata Power Company Ltd. Welspun Renewables Energy has the largest operating solar portfolio in India. This is the largest transaction in the renewables space in India to date, valued at approximately INR92.5 billion (US$1.4b). Mumbai infrastructure and project finance partner L Viswanathan and corporate partner Jaya Singhania led the transaction which was signed on 12 June 2016 and is expected to close by September 2016.

Davis Polk is advising Fujian Thai Hot Investment Co Ltd (Thai Hot Investment) in respect of its acquisition of Dah Sing Life Assurance Company Ltd, Dah Sing Insurance Services Ltd and Macau Life Insurance Company Ltd from Dah Sing Financial Holdings Ltd (DSFH) and Macau Insurance Company (MIC), a non-wholly-owned subsidiary of DSFH. Pursuant to the terms of the share purchase agreement, Thai Hot Investment has conditionally agreed to acquire the entire issued share capital of each of Dah Sing Life, Dah Sing Insurance Services and Macau Life for HK$8 billion (US$1b) in cash. In connection with the acquisition, Dah Sing Life and Macau Life will pay HK$2.6 billion (US$335m) in cash to Dah Sing Banking Group Ltd (DSBG), an affiliate of DSFH, in exchange for separate 15-year exclusive bancassurance partnerships with Dah Sing Bank Ltd and Banco Comercial de Macau SA, non-wholly-owned subsidiaries of DSFH, that will commence upon the completion of the sale of Dah Sing Life, Dah Sing Insurance Services and Macau Life. Partner Paul Chow led the transaction which is subject to a number of closing conditions.

Dechert has acted as lead counsel for Singapore-based private equity real estate firm SilkRoad Property Partners in respect of the final close of its latest real estate fund, SilkRoad Asia Value Partners, at US$445.5 million, in excess of its US$350 million target. The fund was launched in August 2014 and achieved its first closing on 5 December 2014. Its investors include insurance companies, endowments, pension funds and other top-tier institutional investors from Europe, North America and Asia. SilkRoad Property Partners is a Singapore-based real estate investment firm which specialises in the repositioning and re-tenanting of properties in Singapore and the East Asian region. Formed in 2012, the firm has offices in Singapore and Hong Kong. Singapore partner Dean Collins, supported by partners Jeffrey Sion (New York) and Karl Egbert (Hong Kong/ New York), led the transaction.

Dhir & Dhir Associates has advised L&T Infrastructure Finance Company Ltd and Indian Renewable Energy Agency Ltd as the lenders in respect of the INR6.2 billion (US$92m) financial assistance to Orange Mamatkheda Wind Private Ltd for repayment of existing project indebtedness in relation to 100.5 MW wind power project at Mamatkheda, District Ratlam, Madhya Pradesh. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised Indian Renewable Energy Development Agency Ltd (A Government of India Undertaking) and the lead managers, comprising of Karvy Investor Services Ltd, AK Capital Services Ltd, Edelweiss Financial Services Ltd, IDBI Capital Market Services Ltd and RR Investors Capital Services Private Ltd, in respect of the public issue of approximately INR1,716 crores (US$255m) tax-free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act 1961. Partner Girish Rawat led the transaction.

Howse Williams Bowers has advised VBG Capital Ltd as the sole sponsor and, together with Pacific Foundation Securities Ltd, as the joint global coordinators, joint book-runners and joint lead managers, in respect of the up to HK$253 million (US$32.6m), upon exercise of the over-allotment option, global offering and listing of Chuan Holdings Ltd on the Main Board of the HKSE. The shares commenced trading on the Main Board of the HKSE on 8 June 2016. Chuan Holdings was one of the top five earthworks contractors (by revenue) for the construction industry in Singapore in 2014. Partner Chia Ching Tan led the transaction.

J Sagar Associates has advised Fitkids Education and Training Private Ltd in respect of its acquisition of 100 percent of stake in Thinklabs Technosolutions Private Ltd from existing promoters and other investors. Founded in 2006, Thinklabs sells do-it-yourself science education kits and working models based on scientific principles which aim to make science subject learning more engaging, fun-filled and valuable to school students. Thinklabs supplies these kits to schools and trains the science teachers to implement the program. Founded in the year 2010, Fitkids is one of India’s leading educational services company, providing complete education solutions in sports and physical education, STEM (science, technology, engineering and maths) education and career counselling for children from kindergarten to grade 12 and is currently present across 160 schools across the country. With this acquisition, Fitkids has further expanded its presence in the extra-curricular educational segment. Partner Varun Sriram led the transaction. The promoters were advised by IC Legal.

J Sagar Associates has also advised Gujarat International Finance Tec-City Company Ltd (GIFTCL) and GIFT SEZ Ltd in respect of setting up an international arbitration centre in collaboration with Singapore International Arbitration Centre (SIAC) in India’s first International Financial Services Centre in Gujarat International Finance Tec-City (IFSC-GIFT) in Ahmedabad-Gandhinagar region of the State of Gujarat. GIFTCL, GIFT SEZ and SIAC signed a Memorandum of Agreement on 27 May 2016 to collaborate to promote the use of arbitration, mediation and other dispute resolution mechanisms, including the innovative Arb-Med-Arb service offered by the SIAC and the Singapore International Mediation Centre, to resolve international commercial disputes in IFSC-GIFT. Partners Nitin Potdar and Ongmu Tshering led the transaction.

Khaitan & Co has advised Department of Investment and Public Asset Management, Ministry of Finance, Government of India and Ministry of Petroleum and Natural Gas in respect of the offer of approximately 12 million equity shares of Indian Oil Corp Ltd (IOCL) to the eligible permanent and full-time employees of IOCL for approximately US$38.9 million. IOCL is an Indian state-owned oil and gas corporation with its headquarters in New Delhi. It is the largest public corporation in India when ranked by revenue. Executive Director Sudhir Bassi, partner Sharad Vaid and associate partner Madhur Kohli led the transaction.

Khaitan & Co has advised Meidensha Corp in respect of the increase of its stake in Prime Meiden Ltd from the existing 23 percent to 100 percent in multiple tranches. Meidensha is a Japanese, Tokyo-based company, engaged in the manufacturing and selling of generators, substation equipment, water treatment equipment, electronic equipment and information equipment. Associate partner Surbhi Kejriwal led the transaction with assistance from associate director Vinita Krishnan and associate partner Manisha Shroff.

Luthra & Luthra Law Offices has advised DLF Utilities Ltd (DUL), a subsidiary of DLF Ltd, in respect of completing the sale of a part of its cinema exhibition business operated under the brand “DT Cinemas” to PVR Ltd. The transaction, which commenced last year, required a prior approval of the Competition Commission of India, which was received last month. Pursuant to the approval, the transaction was amended to exclude the sale of DT Saket and DT Savitri. The transaction now involved the sale of 32 screens across National Capital Region and Chandigarh for INR433 crores (US$64.4m). Partner Samir Dudhoria led the transaction.

Paul, Weiss has advised Temasek Holdings Ltd, Singapore’s state-owned investment firm, in respect of its acquisition of US$500 million of ADRs in Alibaba Group Holdings Ltd from SoftBank Group. Alibaba is one of the largest internet companies in China and provides the fundamental technology infrastructure and marketing reach to help merchants, brands and other businesses that provide products, services and digital content to leverage the power of the internet to engage with their users and customers. Temasek, an existing shareholder of Alibaba, decided to increase its shareholding in the NYSE-listed company. Corporate partners Jeanette Chan and David Huntington led the transaction.

Paul, Weiss has also advised The Carlyle Group in respect of the divestment of its approximately US$90 million shares of Yuanta Financial Holdings Ltd, through an accelerated book-build and block trade on the Taiwan Stock Exchange. The firm assisted Carlyle in acquiring these shares when it exited its investment in Ta Chong Bank via swapping their shares in Ta Chong Bank. Corporate partner Jeanette Chan led the transaction.

Shearman & Sterling has advised Bhimasena Power Indonesia (BPI) in respect of the development and financing of the approximately US$4.3 billion 2,000 MW Central Java greenfield coal-fired power project in Batang Regency in Central Java, Indonesia. The project will be Indonesia’s first ultra-supercritical coal-fired power plant and one of the largest coal-fired power plants in Asia. The shareholders in BPI are Electric Power Development Co (34 percent), Adaro Power (34 percent) and Itochu Corp (32 percent). The project is the first PPP project that combines a guarantee of the Indonesia Infrastructure Guarantee Fund with a guarantee from the Ministry of Finance of Indonesia. The lenders include Japan Bank for International Cooperation and a syndicate of nine commercial banks: Sumitomo Mitsui Banking Corp, The Bank of Tokyo-Mitsubishi UFJ, Mizuho Bank, Sumitomo Mitsui Trust Bank, Mitsubishi UFJ Trust and Banking Corp, Shinsei Bank, The Norinchukin Bank, DBS Bank and Overseas-Chinese Banking Corp. Partner Bill McCormack (Singapore-Project Development & Finance), supported by partners Ben Shorten (Singapore-Project Development & Finance) and Etienne Gelencsér (Tokyo-Project Development & Finance), led the transaction.

Sullivan & Cromwell is representing KYOCERA Corp (Japan) in respect of its merger with Nihon Inter Electronics Corp (Japan). Tokyo corporate partners Izumi Akai and Keiji Hatano are leading the transaction which was announced on 16 May 2016.

Walkers acted as Cayman Islands counsel to Tencent Holdings Ltd as part of the buyer consortium in respect of the US$661 million take private of NASDAQ-listed eLong Inc, a China-based online and mobile travel platform, by its parent China E-dragon Holdings Ltd and a consortium of the company’s existing shareholders. Partner Arwel Lewis led the transaction.

WongPartnership is acting for GMG Global Ltd in respect of the pre-conditional voluntary general offer by Halcyon Agri Corp Ltd (HAC) for all the issued and paid-up ordinary shares in the capital of GMG, other than those already owned, controlled or agreed to be acquired by HAC and parties acting in concert with it. Partners Andrew Ang, Quak Fi Ling and Wong Ee Kean are leading the transaction.

WongPartnership is acting for KKR in respect of its US$81.2 million investment in PT Japfa Tbk for a 10.44 percent stake in Japfa. Partners Mark Choy and Jason Chua are leading the transaction.