Deals – March 18, 2015

Allen & Gledhill has also advised DBS Bank Ltd, Maybank Kim Eng Securities Pte Ltd as joint global coordinators and, together with Australia and New Zealand Banking Corp Ltd, Deutsche Bank AG Singapore Branch, Oversea-Chinese Banking Corp Ltd, Standard Chartered Bank and United Overseas Bank Ltd, as joint lead managers and book-runners, in respect of the issue of S$700 million (US$504m) 5 percent subordinated perpetual securities by FCL Treasury Pte Ltd under its S$3 billion (US$2.16b) multicurrency debt issuance programme. Partners Margaret Chin, Daselin Ang and Sunit Chhabra led the transaction which is the first perpetual securities deal in Singapore in 2015.

Amarchand Mangaldas has advised the Board of Control for Cricket in India (BCCI) in respect of an appeal before the Competition Appellate Tribunal (COMPAT) on an order by the Competition Commission of India (CCI) imposing a INR52.24 crores (US$8.3m) penalty against BCCI for abusing its dominant position under Section 4 of the Competition Act 2002. On 23 February 2015, the COMPAT set aside the CCI’s order for violation of principles of natural justice during its investigation process and at the time of hearing. The COMPAT remitted the matter to the CCI for fresh disposal in accordance with law. Managing partner Cyril Shroff and competition partner Nisha Kaur Uberoi led the transaction.

Appleby has acted as Cayman counsel to KTL International Holdings Group Ltd in respect of its IPO which listed on the HKSE on 11 March 2015 and raised approximately HK$73 million (US$9.4m). Majority of the proceeds will be used to fit out and decorate Yuwotou Premises (a property based in Guangzhou, China), as well as to purchase raw materials, including diamonds. KTL International is an integrated fine jewellery provider and an original design manufacturer in Hong Kong engaged in designing, manufacturing and exporting fine jewelleries to jewellery wholesalers and retailers. Hong Kong corporate partner Judy Lee led the transaction.

AZB & Partners is advising Centerbridge Partners LP and certain co-investors in respect of their acquisition of 100 percent of the share capital of Senvion SE, a wholly-owned subsidiary of Suzlon Energy Ltd, and its direct and indirect subsidiaries, together with certain structured earn out provisions. Partners Shuva Mandal and Bhavi Sanghvi are leading the transaction which was announced on 22 January 2015 and is valued at approximately US$1.2 billion.

Cadwalader, Wickersham & Taft has acted as Hong Kong counsel for Suchuang Gas Corp Ltd in respect of its US$54 million IPO which listed on the HKSE on 11 March 2015. BNP Paribas, Haitong International and CIMB were the underwriters to the issue. Suchuang Gas is a dominant piped natural gas operator in Taicang, Jiangsu Province with an exclusive right to sell and transmit piped natural gas to users. The net proceeds of the listing were approximately HK$452 million (US$58.2m). Majority of the proceeds will be used for the expansion of Suchuang Gas’ pipeline network and the sale of natural gas to customers, the acquisition of CNG and LNG refuelling stations from Suzhou Suling Automobile Service, and the construction of additional refuelling stations. Capital markets partners Joseph Lee and David Neuville led the transaction whilst Appleby, led by Hong Kong corporate partner Judy Lee, acted as Cayman counsel.

Clayton Utz has advised the New South Wales State Government in respect of the financial closing of the A$2.9 billion (US$2.2b) NorthConnex project which will develop nine-kilometre tolled twin tunnels which will link the M1 Pacific Motorway at Wahroonga to the Hills M2 Motorway at West Pennant Hills. As the State’s new major freight route, the motorway is expected to significantly reduce congestion and shorten travel times. The project marks the first time a major transport infrastructure project will be delivered under the NSW State Government’s unsolicited proposals process. The innovative procurement method is designed to encourage private sector engagement and investment in improving infrastructure and services. Sydney-based major projects partner Stuart Cosgriff led the transaction.

Clayton Utz has also acted as Australian counsel to Silicon Valley-based venture capital firm Accel Partners in respect of its NZ$132.9 million (US$98m) strategic investment in Xero Ltd, an NZ and ASX-listed software company that develops cloud-based accounting software. Accel Partners is known for being an early stage funder of a range of start-up and growth tech businesses, including Atlassian, Campaign Monitor, Capital Access Network, Dropbox, Etsy, Facebook, Invoice2Go, OzForex, 99designs and Spotify. Corporate partner Jonathan Algar led the transaction whilst Simpson Grierson, led by corporate partner Michael Pollard, acted as NZ counsel. The transaction was completed on 13 March 2015.

Clifford Chance has advised HSBC and ING as the lead managers in respect of the inaugural dim sum bond issued by TMB Bank Public Company Ltd, one of the largest retail banks in Thailand. The deal represents the first RMB denominated bond issued by and the first international bond issued from a Thai issuer so far this year. Hong Kong partner Matt Fairclough led the transaction with Bangkok counsel Doungporn Prasertsomsuk.

Clifford Chance has also advised NWS Holdings Ltd in respect of its acquisition of a 40 percent stake in Goshawk Aviation for US$222.5 million in cash. Goshawk is a joint venture with Chow Tai Fook Enterprises Ltd and Investec Bank plc, which is engaged in commercial aircraft leasing. It has a portfolio of 27 aircraft leased to various airlines across the world. NWS is the infrastructure and service flagship of New World Development Company Ltd. It operates businesses in Hong Kong, Mainland China and Macau. Its infrastructure portfolio includes roads, energy, water and ports and logistics projects and its services are comprised of facilities management, construction and transport and strategic investments. Partner Cherry Chan, supported by Singapore partner Simon Briscoe, led the transaction.

Davis Polk has advised the initial purchasers in respect of a US$280 million Regulation S only offering by Times Property Holdings Ltd of its 11.45 percent senior notes due 2020. Headquartered in Guangzhou, HKSE-listed Times Property Holdings is one of the leading property developers in Guangdong Province, focusing on the development of mid-market to high-end residential properties. The net proceeds from the notes issuance will be used to finance existing and new property development projects and to refinance existing debt. Partner William F Barron led the transaction whilst King & Wood Mallesons advised as to PRC law. Times Property Holdings was advised by Sidley Austin as to US and Hong Kong laws, Commerce & Finance Law Offices as to PRC law and Appleby, led by Hong Kong corporate partner Judy Lee, as to Cayman Islands and British Virgin Islands laws.

DFDL has acted as lead counsel to TSX-listed Pan Orient Energy Corp in respect of the sale of a 50 percent equity interest in its Bermuda subsidiary Pan Orient Energy (Siam) Ltd to a wholly-owned subsidiary of Sea Oil Public Company Ltd of Thailand for a cash price of US$42.5 million, including a working capital adjustment of US$2.4 million. Pan Orient Energy (Siam) holds Pan Orient’s 100 percent interest in Concession L53/48 in Thailand. Sea Oil is an offshore oil and gas industry company which has been listed on the Stock Exchange of Thailand since 2013. Sea Oil is among the largest independent operators of petroleum and chemical tankers in Thailand and also provides oil floating storage and trading services. Its majority shareholder is Thai conglomerate Nathalin Group which has investments in wind farms, solar energy and power plants. Pan Orient is a Canada-based oil and gas exploration and production company with operations in Thailand, Indonesia and in Western Canada. Partner Angus Mitchell, head of the oil and gas division, led the transaction which closed on 2 February 2015.

Deacons has acted for China Everbright Capital Ltd, as the sole sponsor, and the underwriters in respect of the global offering and Main Board H-share listing of Beijing Chunlizhengda Medical Instruments Co Ltd in the HKSE. Beijing Chunlizhengda is a well-established orthopaedic medical device company in China. It focuses on the research and development, production and sales of implantable orthopaedic medical devices which include joint prosthesis and spinal products. It was expected to list on the Main Board of the HKSE on 11 March 2015 and raise up to HK$235 million (US$30.3m), subject to the over-allotment option. Partners Sabrina Fung and Kelvan Cheung from the corporate finance practice group led the transaction whilst Commerce & Finance Law Offices advised as to PRC law. Boughton Peterson Yang Anderson, in association with Zhong Lun Law Firm, advised the issuer as to Hong Kong law whilst V & T Law Firm advised on PRC law.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has assisted Indonesia Eximbank, PT Bank CIMB Niaga Tbk, PT Bank Permata Tbk and PT Bank QNB Indonesia Tbk in respect of the US$250.5 million multiple syndicated financing facilities extended to PT Indoferro, an Indonesian iron and steel mill company. Partner Indri Pramitaswari (Mita) Guritno led the transaction.

J Sagar Associates has acted as Indian counsel whilst Herbert Smith Freehills acted as lead counsel to Reliance Infrastructure Ltd and its subsidiary Reliance Defence Systems Private Ltd in respect of the acquisition of up to 25.1 percent shareholding in Pipavav Defence and Offshore Engineering Company Ltd from its promoters, the SKIL Group. Pipavav Defence is engaged, inter-alia, in the design and development of defence equipment and commercial ship building and repair. Completion of the transaction is subject to fulfilment of certain conditions, including receipt of regulatory approvals, and completion of the mandatory open offer for the shares of Pipavav Defence by Reliance Infrastructure and Reliance Defence. M&A partners Sandeep Mehta and Rajesh Pal and securities partners Somasekhar Sundaresan and Vikram Raghani led the transaction. Pipavav Defence was advised by K Law and Crawford Bayley.

J Sagar Associates has also advised PepsiCo India Holdings Private Ltd in respect of the transfer on a slump sale basis of its four company-owned bottling plants and two co-packing units spread across Uttar Pradesh, Haryana, Chandigarh, Uttaranchal, Himachal Pradesh and Punjab to its franchisee bottling partner Varun Beverages Ltd (VBL). Pursuant to this deal, VBL owns 13 PepsiCo bottling plants. With this deal, PepsiCo’s entire north and east India bottling operations, except for Bihar, stands transferred to VBL. The deal involved an approval from the Competition Commission of India. Partner Nitesh Bhasin, supported by chairman and founder Jyoti Sagar, led the transaction. VBL was advised by Dua Associates.

Khaitan & Co has advised Dewan Housing Finance Corporation Ltd, India’s second largest private housing finance company, in respect of its approximately US$130 million qualified institutions placement. Partner Abhimanyu Bhattacharya led the transaction.

Khaitan & Co has also advised Seebach GmbH Germany in respect of the termination of its joint venture with Brueckner Holding GmbH in the JV company Brueckner Seebach Filter Solutions India Pvt Ltd. Partner Rabindra Jhunjhunwala and associate partners Niren Patel and Kumar Saurabh Singh led the transaction.

Latham & Watkins has advised on HKBN’s (Hong Kong Broadband Network) IPO and global offering which commenced trading on the Main Board of the HKSE on 12 March 2015. HKBN is Hong Kong’s largest provider of residential fibre broadband services by number of residential subscriptions. The global offering initially consists of approximately 645 million shares, sold through the international offering and the Hong Kong public offer, at a price of HK$9.00 (US$1.16) per share, subject to the over-allotment option. The underwriters have an over-allotment option to purchase up to approximately 96.7 million shares, representing approximately 15 percent of the base offering size. The IPO values the company at HK$9 billion (US$1.16b) and is set to raise HK$5.8 billion (US$747m). Hong Kong partners William Woo, Cathy Yeung and Eugene Lee led the transaction.

Sullivan & Cromwell is representing Sompo Japan Nipponkoa Holdings Inc in respect of its equity method investment in SCOR (France), including an agreement to acquire Patinex AG’s (Switzerland) entire holding in SCOR. Corporate partners Keiji Hatano (Tokyo), Olivier de Vilmorin (Paris), William D Torchiana (Paris) and Ben Perry (London) and antitrust partner Juan Rodriguez (London) are leading the transaction which was announced on 6 March 2015.

Wong & Partners, Baker & McKenzie International’s member firm in Malaysia, has acted for the individual shareholders, the owners of Drex-Chem (M) Sdn Bhd (DCM) and DCM Personal Care Sdn Bhd (DCMP), in respect of the sale of their entire issued and paid up share capital in DCM and DCMP to Singapore-based private equity firm Riverside Asia Partners Pte Ltd for approximately RM80 million (US$21.6m). Partners Brian Chia and Stephanie Phua led the transaction.

WongPartnership has acted for FCL Treasury Pte Ltd (FCLT) and Frasers Centrepoint Ltd in respect of FCLT’s issuance of S$700 million (US$504m) 5 percent subordinated perpetual capital securities under its S$3 billion (US$2.16b) multicurrency debt issuance programme. Partner Goh Gin Nee led the transaction.

WongPartnership is also acting for Boustead Projects in respect of the development and lease of GlaxosmithKline’s new global headquarters for Asia in Singapore located at the one-north business park in the Rochester Park area, which is the inaugural development under the Boustead Development Partnership that was formed with the Abu Dhabi Investment Council, a sovereign wealth fund in the Middle East, to develop and redevelop modern logistics and high quality industrial facilities in Singapore. Partners Tan Teck Howe and Vivien Yui are leading the transaction.