Deals – June 8, 2016

Appleby has acted as Cayman counsel to Ever Smart International Holdings Ltd in respect of its listing on the Growth Enterprise Market of the HKSE on 30 May 2016, with gross proceeds of approximately HK$60 million (US$7.7m). Ever Smart provides footwear design and development, production management and logistics management services. It has a diverse global customer portfolio of international wholesalers and retailers which are owners and/or licensees of formal and casual brands such as Hush Puppies and Clarks. Most of its footwear is exported overseas to more than 30 countries. Hong Kong corporate partner Judy Lee led the transaction whilst TC & Co, JunZeJun Law Offices and Dentons acted as Hong Kong, PRC and international sanctions counsels, respectively. Locke Lord and Dentons acted as Hong Kong and PRC counsels, respectively, to the sponsors and underwriters.

Colin Ng & Partners has represented the borrower, a leading real estate investment fund, in respect of the negotiation of a US$17 million secured term loan and swap facility to partially finance the acquisition and conversion costs of an industrial building. Partner Kenneth Szeto led the transaction which was completed on 9 May 2016.

Conyers Dill & Pearman has advised Banque Ouest Africaine de Développement, Citibank NA London Branch and The International Finance Corp in respect of the financing of Tobene Power’s infrastructure project in Senegal. A subsidiary of Melec PowerGen Inc, Tobene Power SA is developing, building and will be operating a 90 MW heavy fuel power plant in Senegal, providing affordable and reliable power to local utility Senelec. The power plant has the capacity to be converted to operate on natural gas. Sameer K Tegally (Mauritius) led the transaction.

Conyers Dill & Pearman has also provided Cayman Islands advice to Baihe Network Co Ltd in respect of the merger of Jiayuan.com International Ltd by way of a “going private” transaction. Partner and co-chair of Hong Kong office David Lamb led the transaction, working alongside Skadden, Arps, Slate, Meagher & Flom and De Heng Law Offices.

Cyril Amarchand Mangaldas has acted as sole Indian counsel to India Ports Global Private Ltd and Ministry of Shipping, Union Government of India in respect of a concession agreement between India and the Islamic Republic of Iran, pursuant to a government to government Memorandum of Understanding between India and Iran, for equipping and operating the first phase of Chabahar Shahid-Beheshti port in Iran by India Ports Global. The project is considered to be of great strategic significance for India, as it could offer sea-land access route to Afghanistan bypassing Pakistan. Further, the deal, which was signed on 23 May 2016, is of historic significance as one of the first important deals between India and Iran post lifting of sanctions. Mumbai infrastructure and project financing partner Amey Pathak led the transaction whilst International Law Office Dr. Behrooz Akhlaghi & Associates acted as Iranian advisors.

Davis Polk has advised the initial purchasers in respect of a US$200 million Regulation S-only offering by Oceanwide Holdings International 2015 Co Ltd of its 9.625 percent guaranteed senior notes due 2020, which, upon the completion of registration of the guarantees with the State Administration of Foreign Exchange, will be consolidated and form a single series with the US$400 million 9.625 percent guaranteed senior notes due 2020 issued by the issuer on 11 August 2015. The notes are unconditionally and irrevocably guaranteed by Oceanwide Holdings Co Ltd and China Oceanwide Group Ltd, formerly known as Oceanwide Holdings (Hong Kong) Co Ltd. Headquartered in Shenzhen and listed on the Shenzhen Stock Exchange, Oceanwide Holdings Co is one of the leading property developers in the PRC. The company has been diversifying its business into financial services, strategic investment and power generation through acquisitions in the past years. Partner William F Barron led the transaction.

Davis Polk has also advised Zhejiang Geely Holding Group Company Ltd in respect of a US$400 million 2.75 percent Regulation S-only credit enhanced green bonds offering by LTC GB Ltd, a wholly-owned subsidiary of Zhejiang Geely. The bonds have the benefit of a keepwell deed provided by Zhejiang Geely and an irrevocable standby letter of credit provided by Bank of China Ltd London Branch. This is the first offshore green bond issued by Chinese automakers and the third offshore green bond issuance by Chinese companies. Zhejiang Geely is the largest privately-owned automobile company in China and also one of the leading automobile manufacturers in the world after the acquisition of Volvo Car Corp in 2010 and London Taxi Corp Ltd in 2013. The company offers a comprehensive product portfolio covering a wide range of product segments from luxury sedans to compact cars. Partner Li He led the transaction.

ELP has advised Ecap Equities Ltd, Edelweiss’ private equity arm, in respect of its investment in Bridgei2i Analytics Solutions Private Ltd, an analytics solutions company. Partners Suhail Nathani and Darshan Upadhyay and associate partner Amit Manubarwala led the transaction which closed on 20 May 2016.

Herbert Smith Freehills has advised Korea’s YG Entertainment in respect of an US$85 million investment by China’s Tencent and Weiying Technology. Globally known for its roster of K-pop artists and entertainers – including K-pop artists such as BigBang, Psy (of Gangnam Style fame) and 2NE1, and numerous actors and actresses, such as Kang Dong Won and Jong Suk Lee – YG Entertainment is a rapidly growing Korean entertainment company listed on the KOSDAQ market of the Korea Exchange. Leading Chinese TMT company Tencent and ticketing giant Weiying will control around 13 percent of YG when the deal completes. The parties signed the agreement on 31 May 2016 in Seoul. Seoul partner Dongho Lee led the transaction whilst Shin & Kim acted as Korean counsel.

Howse Williams Bowers has advised Dafeng Port Heshun Technology Company Ltd, a company listed on the GEM of the HKSE, in respect of the completion of its HK$97 million (US$12.5m) placing of new shares. The placing agent was KGI Asia Ltd. Dafeng Port Heshun provides integrated logistics freight services with a primary focus on logistics services between Hong Kong and the Pearl River Delta region. Corporate partner Brian Ho led the transaction.

J Sagar Associates is advising Intas Pharmaceuticals Ltd in respect of its acquisition, as a going concern on a slump sale basis, of the Biotech Unit of RPG Life Sciences Ltd, which is engaged in manufacturing, sales and marketing of active pharmaceutical ingredients. Partners Nitin Potdar and Rinku Ambekar led the transaction. Khaitan & Co advised Biotech Unit of RPG Life Sciences Ltd.

J Sagar Associates has also acted as sole Indian counsel to the State Bank of India in respect of the update of its US$10 billion medium term note programme. The dealers for the programme update were Citigroup Global Markets Ltd and The Hongkong and Shanghai Banking Corp Ltd. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

Khaitan & Co has advised Axiata Digital Services Sdn Bhd in respect of its strategic investment for the acquisition of a 28 percent stake in Localcube Commerce Private Ltd (doing business as Storeking) for US$16 million. Axiata’s digital services unit was established in late 2012. This business unit has been set up to focus on driving new revenues from digital services, such as in entertainment, commerce, money and advertising, and is now operating in four of Axiata’s markets. Partners Haigreve Khaitan and Sharad Moudgal, assisted by partner Adheesh Nargolkar, led the transaction.

Khaitan & Co has also advised Times Internet Ltd in respect of the acquisition of Willow TV International for US$100 million. Times Internet is the largest Indian internet network and the digital venture of Times of India, India’s largest media and entertainment group. Partner Siddharth Shah, assisted by partner Bijal Ajinkya and associate partner Nishad Nadkarni, led the transaction.

Maples and Calder has acted as Cayman Islands counsel to Alibaba Group Holding Ltd, a Cayman Islands company listed on the NYSE, in respect of the launch by its major shareholder, SoftBank Group, of US$5 billion mandatory exchangeable trust securities (METS) that are exchangeable into American depositary shares (ADSs) of Alibaba in a private placement to qualified institutional buyers. In conjunction with this transaction, Alibaba agreed to a US$2 billion purchase of Alibaba shares from SoftBank Group, whilst members of the Alibaba Partnership, acting collectively, will enter into an agreement with SoftBank Group to acquire an additional US$400 million of Alibaba shares at the same price per share as the purchase by Alibaba. Assuming all of the proposed transactions are completed, SoftBank Group’s shareholding in Alibaba would be reduced from 32 percent to 28 percent. Partners Greg Knowles and Richard Spooner led the transaction whilst Simpson Thacher & Bartlett acted as US counsel. Sullivan & Cromwell acted as international counsel to SoftBank Group whilst Latham & Watkins acted as international counsel to the initial purchasers.

Paul Hastings has represented China Life in respect of the US$1.65 billion acquisition of 1285 Avenue of the Americas in Manhattan, the highest value New York City office building transaction this year. The purchaser consortium was led by RXR Realty LLC, a New York Tri-State Area active institutional owner, manager and developer. China Life is the single largest investor in the transaction. Located between 51st and 52nd Streets, 1285 Avenue of the Americas is a Class-A mixed-use tower featuring office and retail uses, with the UBS Group as the largest tenant, occupying approximately half of the building for its North American headquarters. As part of the transaction, the UBS Group has reconfirmed its commitment to the building by renewing its lease until 2032. Real estate partners David Blumenfeld and Paul Guan led the transaction.

Shearman & Sterling is advising the Special Committee of the Board of Directors of NYSE-listed E-Commerce China Dangdang Inc in respect of its approximately US$556 million going-private transaction. China Dangdang is a leading business to consumer e-commerce company in China. Through its website dangdang.com and mobile Dangdang, it offers books and media products, as well as selected general merchandise products, including fashion and apparel, baby, children and maternity and home and lifestyle products. It also operates the dangdang.com marketplace program, which allows third party merchants to sell their products alongside products sourced by China Dangdang. Hong Kong M&A partner Stephanie Tang), with support from Menlo Park partners Larry Crouch (Tax) and Richard Hsu (Intellectual Property), led the transaction which is expected to close in the second half of 2016, subject to various closing conditions.

Shearman & Sterling has also advised JP Morgan, Deutsche Bank, Industrial and Commercial Bank of China, Bank of China, Goldman Sachs and UBS as initial purchasers in respect of the offering of US$500 million 2.3 percent guaranteed notes due 2021 and US$1 billion 3.15 percent guaranteed notes due 2026 by Three Gorges Finance I (Cayman Islands) Ltd, a wholly-owned special purpose vehicle of China Three Gorges Corp. The notes are guaranteed by China Three Gorges Corp and are listed on the SGX-ST. China Three Gorges Corp is a leading clean energy group in China with a focus on large-scale hydropower development and operations and is the largest hydropower enterprise in the world in terms of installed capacity. Hong Kong capital markets partner Alan Yeung led the transaction.

Shook Lin & Bok has acted for Oxley MTN Pte Ltd as the issuer and Oxley Holdings Ltd as the guarantor in respect of Oxley MTN’s issuance of S$150 million (US$110.8m) 5.15 percent bonds due 2020 which are unconditionally and irrevocably guaranteed by Oxley Holdings. Partners Marilyn See and Lian Shueh Min led the transaction.

SSEK Legal Consultants has acted as Indonesian counsel to GIC, Singapore’s sovereign wealth fund, in respect of its partnership with PT Mega Manunggal Property Tbk, an Indonesian publicly-listed logistics developer and one of Indonesia’s leading modern logistics companies, to develop logistics warehouses in Indonesia. This is GIC’s first investment in Indonesia’s logistics sector. Partner Denny Rahmansyah led the transaction whilst Allen & Gledhill acted as foreign counsel.

Sullivan & Cromwell is representing SoftBank Group Corp (Japan) in respect of a series of capital raising transactions which involve monetizing a portion of its shares of Alibaba Group Holding Ltd (China) for a total transaction size of US$10 billion. Palo Alto corporate partners John L Savva and Sarah P Payne are leading the transaction which was announced on 3 June 2016.

WongPartnership is acting as Singapore counsel for Tata Communications in respect of the sale to ST Telemedia of a 74 percent stake in Tata Communications’ data centre business in India and Singapore, comprising 14 data centres in India and three facilities in Singapore worth approximately US$640 million. Managing partner Ng Wai King and partners Milton Toon, Tan Teck Howe, Joyce Ang and Lam Chung Nian are leading the transaction.

WongPartnership has also acted for FCL Treasury Pte Ltd (FCLT) and Frasers Centrepoint Ltd (FCL) in respect of FCLT’s issuance of S$250 million (US$184.8m) in aggregate principal amount of 4.25 percent notes under its S$3 billion (US$2.2b) multicurrency debt issuance programme. The programme and the notes are guaranteed by FCL. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.