Deals – June 3, 2015

Clifford Chance has also advised Shanghai Electric Newage Company Ltd in respect of the €600 million (US$655.5m) 1.125 percent guaranteed bonds due 2020 and guaranteed by HKSE-listed Shanghai Electric Group Company Ltd. Shanghai Electric is one of the largest industrial equipment manufacturing conglomerates in China. Partner Jean Thio, supported by partners Glen Ma and Connie Heng, led the transaction.

Clyde & Co has advised the National Bank of Fujairah (NBF) as global agent in respect of a AED750 million (US$204m) syndicated loan for Pacific Control Systems, a leading global provider of information communication technologies. NBF Capital Ltd, a subsidiary of NBF, acted as the financial advisor. Pacific Control Systems will use the loan to finance its expansion and working capital requirements. The transaction, a combination of Islamic and conventional financing structures, was oversubscribed by 33 percent, receiving total commitments of AED1 billion (US$272m) before being scaled back. It was underwritten by NBF and Al Khalij Commercial Bank QSC. Both banks also served as mandated lead arrangers, with NBF also acting as global facility agent for the transaction. The other participating banks were Al Khaliji France SA, Dubai Islamic Bank, United Arab Bank, National Bank of Oman, Ajman Bank and Sharjah Islamic Bank. Dubai Islamic Bank also acted as the investment agent for the Islamic facility. Partners Adrian Low and Adil Hussain led the transaction.

Deacons has represented the sole sponsor RaffAello Capital Ltd and the underwriters in respect of the listing of Golden Power Group Holdings Ltd on the Growth Enterprise Market of the HKSE. The listing is expected to raise up to HK$75.6 million (US$9.75m). Golden Power manufactures and sells a broad range of batteries for various electronic devices to Hong Kong, the PRC and international markets, both under its own ‘‘Golden Power’’ brand and the brands of its private label and OEM customers. Golden Power issued its prospectus on 29 May 2015 and is expected to be listed on the Growth Enterprise Market of the HKSE on 5 June 2015. Corporate finance partner Rhoda Yung led the transaction.

DLA Piper has advised Beijing State-Owned Assets Management Co Ltd (BSAM) in respect of its debut offering of US$1 billion dual tranche bonds which closed on 26 May 2015. The bonds were issued by BSAM’s wholly-owned subsidiary in Hong Kong and have the benefit of a keepwell and liquidity support deed and a deed of equity interest purchase undertaking provided by BSAM. The bonds were offered in reliance on Regulation S under the US Securities Act. BSAM is the investment and financing platform of the Beijing Municipal Government and an integrated large-scaled investment holding company. BSAM holds well-known assets, such as the Bird’s Nest and the Water Cube, which were the major facilities for the 2008 Olympics and have become icons of Beijing and the PRC. The A3/A-/A rated bonds consisted of Series A US$300 million 3 percent notes due in 2020 and Series B US$700 million 4.125 percent notes due in 2025. The proceeds of the offering will be used for refinancing certain existing indebtedness and for BSAM’s working capital and general corporate purposes. Partner Melody He-Chen led the transaction. Citi and UBS, the joint global coordinators, joint lead managers and joint book-runners, were represented by Allen & Overy.

J Sagar Associates has advised Elbit Imaging and its subsidiary Plaza Centers in respect of their sale of the securities of Anuttam Developers Private Ltd to Nitesh Indiranagar Retail Private Ltd, a Nitesh Group company, for INR250 crores (US$39.3m). Anuttam Developers is engaged in the construction-development business and is operating the Koregaon Park Plaza Mall in Pune, Maharashtra. Prior to the sale, Anuttam Developers issued listed non-convertible debentures to Goldman Sachs. Partner Vivek K Chandy led the transaction. The Nitesh Group was advised by the Bangalore office of Cyril Amarchand Mangaldas. Goldman Sachs was advised by Davis Polk & Wardwell and AZB & Partners.

Khaitan & Co has advised GTI Capital Delta Private Ltd in respect of a further fund-raising round, along with NEA FVCI Ltd, where GTI and NEA FVCI subscribed to an additional 2.68 percent and 1.2 percent, respectively, of Air Works India (Engineering) Private Ltd on a fully-diluted basis. GTI Capital provides companies and investors access to the right partners, decision-making confidence, effective execution and investment capabilities. Partner Joyjyoti Misra led the transaction.

Khaitan & Co has also acted as Indian counsel for SunEdison in respect of the acquisition of 102 MW of operating wind power plants in India from Spain-based Fersa Energías Renovables SA. SunEdison is a global solar energy company headquartered in the US. Partner Amitabh Sharma and associate partner Dibyanshu, supported by partner Avaantika Kakkar, led the transaction.

Latham & Watkins has represented Axis Capital and Citigroup Global Markets as book-running lead managers in respect of the approximately US$94 million IPO of UFO Moviez Ltd, India’s leading digital cinema distribution network and in-cinema advertising platform, on the Bombay Stock Exchange and the National Stock Exchange of India. Singapore partner Rajiv Gupta, supported by New York partners Jiyeon Lee-Lim and William Lu, led the transaction.

Latham & Watkins is also representing Avago Technologies Ltd in respect of its definitiive agreement with Broadcom Corp under which Avago will acquire Broadcom in a cash and stock transaction that values the combined company at US$77 billion in enterprise value. Under the terms of the definitive agreement, Avago will acquire Broadcom for US$17 billion in cash and the economic equivalent of approximately 140 million Avago ordinary shares, valued at US$20 billion as of 27 May 2015, resulting in Broadcom shareholders owning approximately 32 percent of the combined company. Based on Avago’s closing share price as of 27 May 2015, the implied value of the total transaction consideration for Broadcom is US$37 billion. Upon completion of the acquisition, the combined company will have the most diversified communications platform in the semiconductor industry, with combined annual revenues of approximately US$15 billion. Closing of the transaction, the largest semiconductor acquisition in history, is expected by the end of the first quarter of 2016, subject to regulatory approvals in various jurisdictions, as well as the approval of Avago’s and Broadcom’s shareholders. Silicon Valley corporate partners Christopher “Kit” Kaufman, Anthony Richmond and Luke Bergstrom, assisted by partners Anthony Klein, James Metz, William McGlone, David Raab, Michelle Kelban, Karl Karg, Jennifer Van Driesen and Manu Gayatrinath, are leading the transaction which was announced on 28 May 2015.

Maples and Calder has acted as Cayman Islands counsel to Baozun Inc in respect of its IPO of 11 million American depositary shares (ADSs), each ADS representing three Class A ordinary shares of the company, which closed on 27 May 2015. The ADSs were priced at US$10 each and the offering raised approximately US$110 million. The ADSs were listed on the NASDAQ. Baozun is a leading brand e-commerce solutions provider in China, covering IT solutions, store operations, digital marketing, customer services, warehousing and fulfilment. Partner Greg Knowles led the transaction whilst Latham & Watkins acted as US counsel. Morgan Stanley, Credit Suisse and Bank of America Merrill Lynch, the joint underwriters for the IPO, were advised by Simpson Thacher & Bartlett, led by partner Leiming Chen.

Mayer Brown JSM has advised Trade and Development Bank of Mongolia (TDB) in respect of the update and the issuance of US$500 million 9.375 percent notes due 2020 under its Global Medium Term Note Programme established in 2014 guaranteed by the Ministry of Finance on behalf of the Government of Mongolia. This is the first time that TDB has accessed investors in the US. Deutsche Bank, ING and BofA Merrill Lynch acted as the joint book-runners and lead managers for the issuance. Partner Jason T Elder, supported by Banking & Finance partners Stephen Walsh, James Taylor and Trevor Wood in London and Tax Transactions & Consulting partner Jason Bazar, led the transaction.

Norton Rose Fulbright has advised Bahrain Mumtalakat Holding Company, the investment arm of the Kingdom of Bahrain, in respect of the appointment of Kuoni Destination Management Specialists in connection with the creation of the Kingdom of Bahrain’s first destination management company to be known as atBahrain. The appointment, which was announced at the Arabian Travel Market 2015, is part of the growing interest in the tourism and leisure sector in the Kingdom of Bahrain and reflects the Government’s commitment to promote the Kingdom of Bahrain as a tourism hub in the Gulf. Partner Nick Clayson led the transaction.

Rajah & Tann Singapore has advised Capital Diamond Star Group (CDSG) in respect of its food manufacturing and distribution joint venture with Mitsubishi Corp, under which CDSG’s existing food manufacturing and distribution businesses were injected into the joint venture with Mitsubishi Corp. The JV is expected to grow the market leading position and share in the food and fast-moving consumer goods sector in Myanmar enjoyed by the CDSG brand, including in the sectors of agricultural commodity trading, fertilizer, agro-chemical distribution and food processing, manufacturing and retail businesses, including by way of an expected US$200 million investment over the next three years in the predecessor business operations and in new business lines to be developed within Myanmar. Corporate partners Suyin Tan and co-head of Myanmar practice Chester Toh led the transaction.

Shardul Amarchand Mangaldas & Co has advised Zuari Fertilisers & Chemicals Ltd and Zuari Agro Chemicals Ltd in respect of the acquisition of a 53.03 percent majority stake in Mangalore Chemicals & Fertilizers Ltd (MCFL) over a period of one year by way of two rounds of open offers to MCFL public shareholders. The transaction commenced in May 2014 with Zuari entering into an agreement with the UB Group and announcing its intention to launch a competing offer in response to Deepak Fertiliser’s hostile open offer. Prior to the launch of the competing offer, Zuari was the third largest shareholder, after Deepak Fertilisers and UB Group, in MCFL, holding 16.43 percent. Upon completion of the competing offer in October 2014, Zuari became the co-promoter of MCFL. Subsequently, in December 2014, Zuari announced a second open offer for 36.56 percent of the share capital of MCFL. Post completion of the second offer in May 2015, Zuari’s holding in MCFL increased to 53.03 percent, making MCFL an indirect subsidiary of the listed Zuari Agro Chemicals Ltd. Executive Chairman Shardul Shroff and partner Kalpataru Tripathy, supported by partner Shweta Shroff Chopra, led the transaction which was valued at approximately INR410 crores (US$64.4m) and closed on 18 May 2015.

Shardul Amarchand Mangaldas & Co has also acted as issue counsel in respect of PNC Infratech Ltd’s IPO of approximately 12.9 million equity shares, including a fresh issue of 11.5 million equity shares by PNC Infratech and an offer for sale of approximately 1.4 million equity shares by Nylim Jacob Ballas India (FVCI) III LLC for cash at a price of INR378 (US$5.94) per equity share aggregating to approximately INR4.9 billion (US$77m). The issue opened on 8 May 2015, with anchor investors bidding date being 7 May 2015, and closed on May 12, 2015. ICICI Securities Ltd and IDFC Securities Ltd acted as the book-running lead managers. Partner Prashant Gupta led the transaction. Nylim Jacob Ballas India (FVCI) III LLC was advised by S&R Associates.

Sullivan & Cromwell is representing The Priceline Group Inc (US) in respect of its additional US$250 million investment in Ctrip.com International Ltd. (China). The investment will be made via a convertible bond. Ctrip has granted permission to The Priceline Group to increase its ownership in Ctrip through the acquisition of Ctrip’s American depositary shares in the open market so that, when combined with the shares issuable upon conversion of the new bond and the US$500 million convertible bond issued to The Priceline Group in August 2014, The Priceline Group may hold up to 15 percent of Ctrip’s outstanding shares. Ctrip.com is a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China. New York corporate partner Brian E Hamilton is leading the transaction which was announced on 26 May 2015.

Zaid Ibrahim & Co, a member of ZICOlaw, has acted as Malaysian counsel for the joint lead arrangers and managers in respect of the Government of Malaysia’s first international sharia compliant offering since 2011. The dual tranche Reg S/ 144A US$1.5 billion offering was the first Islamic finance deal in the world to use transportation rights as part of the pool of underlying assets. The 30-year tranche was the Malaysian Government’s inaugural issuance and the longest tenured sukuk ever by a sovereign. HSBC, CIMB Investment Bank Berhad and Standard Chartered Bank are the joint lead managers. Although oversubscribed, the deal was well-distributed among the various investors in Asia, Europe, the Middle East and the US, bringing an aggregate interest of over US$9 billion from a combined investor base of over 450 accounts in orders. This has made the sukuk issuance one of the most prominent sales of bonds in Asia and it has also set a landmark pricing level for other sovereigns. The 10-year tranche was oversubscribed by almost seven times and the 30-year tranche oversubscribed by approximately six times. The sukuk, issued via a special purpose entity, Malaysian Sovereign Sukuk Berhad, employs a structure utilising Shariah-compliant commodities, leasable assets and non-pyhsical income-generating assets. Kuala Lumpur partner Lilian Liew led the transaction whilst Clifford Chance, led by Dubai partner Qudeer Latif and Hong Kong partner Crawford Brickley, advised as to English law and US federal securities laws. The Government of Malaysia was represented by Linklaters, led by Singapore partner Kevin Wong and Hong Kong partner Pam Shores, as the international legal counsel and Adnan, Sundra & Low as Malaysian counsel.