Allen & Overy has advised the joint lead managers and joint bookrunners on a dual-currency senior small and medium enterprises-themed (Covid-19 Impact Alleviation) social bonds issuance, the first from a Chinese issuer in the international capital markets. This landmark transaction comprises of a HK$4 billion (US$515.2m) 1.95 percent bonds due 2022 and a MOP1 billion (US$125m) 1.9 percent bonds due 2022. Both notes are issued under Bank of China’s US$40 billion MTN programme, and are aligned with the Social Bond Principles 2018 published by the International Capital Market Association. Proceeds of the bonds will be used to support SMES in Macau to aid access to financial resources and reduce financing costs, in response to the recent outbreak of Covid-19. Partner Agnes Tsang led the firm’s team in the transaction.
AZB & Partners is advising Emerald Sage Investment, an affiliate of Warburg Pincus, on its Rs10.8 billion (US$145.8m) subscription of 108 million compulsorily convertible preference shares, constituting 9.93 percent of the share capital, of Apollo Tyres. Partners Anil Kasturi and Ashish Pareek are leading the firm’s team in the transaction, which was signed on February 27, 2020 and is yet to be completed.
AZB & Partners has also acted as Indian law counsel to Muthoot Finance on its drawdown of US$550 million senior secured notes due 2023, under its US$2 billion global medium term note programme. Partners Srinath Dasari and Richa Choudhary led the firm’s team in the transaction, which was completed on March 2, 2020.
Baker McKenzie is acting for AVIC International Holding on its proposed privatisation of AVIC International Holdings. The privatisation comprises of a voluntary H share general offer and a subsequent merger by absorption of the target company. AVIC International is the offeror, while China International Capital Hong Kong Securities is its exclusive financial adviser. The offer became unconditional in all respects on March 6, 2020, and the delisting of the H shares of AVIC Internatonal Holdings will take place in due course. AVIC International Holdings is a joint stock company incorporated in China with limited liability, whose H shares are listed in Hong Kong. AVIC International is a state-owned enterprise in China, and the controlling shareholder of AVIC International Holdings. Partners Christina Lee (Hong Kong) and Wang Hang (Beijing) led the firm’s team in the transaction.
Baker McKenzie has also advised Daiwa Securities Group (DSG) on its investment in Global X Management, the New York-based provider of exchange-traded funds. The investment is structured as a US$120 million convertible bond, which DSG can choose to convert to a minority equity stake in Global X in five years. This investment comes as a further alignment of the two companies, who announced in September 2019 the formation of a joint venture, Global X Japan, to deliver intelligent investment solutions to Japanese investors. DSG has been developing products and service platforms that meet the needs of a wide range of investors. New York partners Steven Canner and Andrew Sagor, and Tokyo partners Toshio Ibaraki and Kana Itabashi, led the firm’s team in the transaction.
Davis Polk has advised the dealer manager on an exchange and tender offer by Shui On Development (Holding) on two series of its existing senior notes due 2021, guaranteed by Shui On Land. In addition, the firm advised the initial purchasers on a concurrent US$400 million Regulation S offering by Shui On Development of its 5.5 percent senior notes due 2025, guaranteed by Shui On Land. As one of the leading property developers in China, Hong Kong-listed Shui On Land develops and redevelops, sells, leases, manages and owns high-quality residential and mixed-use properties in China. Corporate partner Gerhard Radtke led the firm’s team in the transaction.
Davis Polk has also advised the initial purchasers on a debut Regulation S offering by Hong Kong-listed Zensun Enterprises of US$200 million 12.5 percent senior notes due 2022. The notes are unconditionally and irrevocably guaranteed by Zensun Group, a property developer that focuses on developing a range of residential properties that cater to the various demands and preferences of middle to upper-middle class customers in Zhengzhou and selected cities. Corporate partners Gerhard Radtke and Yang Chu led the firm’s team in the transaction.
ELP is advising Precious Trading & Investments, as the transferor, and Sheth Developers, as the transferee, on the scheme of merger between them, and their respective shareholders and creditors, as per the provisions of the Companies Act 2013. Under the scheme, the whole undertakings, properties and liabilities of the transferor will be transferred to the transferee, and effect the dissolution of the transferor. The transferor is a listed company, and will be merged with the transferee, which is an unlisted company. Mumbai corporate and M&A partners Darshan Upadhyay and Bhavin Gada are leading the firm’s team in the transaction.
ELP is also representing Mayfield FVCI, an existing shareholder in Amagi Media Labs, to protect its rights under the shareholders’ agreement, under which EM Holdco I PTE, PI Opportunities Fund I and PI Opportunities Fund II invested approximately Rs132.3 million (US$1.8m) in the share capital of Amagi Media Labs. Mumbai private equity partner Darshan Upadhyay, supported by Mumbai corporate and M&A partner Amit Manubarwala, is leading the firm’s team in the transaction. J Sagar Associates is advising EM Holdco I PTE, while Tatva Legal is advising the promoters.
J Sagar Associates has advised Amicus Capital on its investment in Berar Finance. Nagpur-based Berar runs a two-wheeler-focused financing unit. The company will use the funds to expand its branch network, diversify its product offerings, achieve its growth targets and lower the cost of borrowings. Apart from two-wheeler loans, Berar also provides financing for used cars and commercial vehicles, as well as personal loans. Partners Vikram Raghani and Bir Bahadur Singh Sachar led the firm’s team in the transaction, which marks the first institutional capital infusion into Berar.
J Sagar Associates has also advised Motilal Oswal Private Equity (MOPE) on its up to Rs2.4 billion (US$32.4m) investment in Molbio Diagnostics. Along with its subsidiary Bigtec labs, Molbio has developed and commercialised Truenat, a point-of-care molecular diagnostics platform using polymerase chain reaction technology. Truenat can diagnose 22 infectious diseases and has a pipeline for an additional 43 diseases, including Coronavirus and Middle East Respiratory Syndrome. MOPE cumulatively manages close to US$900 million, and has raised four growth capital funds and four real estate funds. Partners Vikram Raghani and Manav Raheja, supported by partner Soumitra Majumdar, led the firm’s team in the transaction.
Khaitan & Co has advised RattanIndia Power on the binding one-time settlement proposal of the company and its promoters for an aggregate debt of Rs65.85 billion (US$888.6m), towards the full and final settlement of the company’s dues towards its fund-based facility lenders led by Power Finance Corporation. The settlement, acquisition and restructuring was implemented through Aditya Birla ARC, backed by global investors, including Goldman Sachs, Varde Partners and others. This is the first resolution of debt under RBI’s June 7, 2019 circular on stressed assets without change of control. RattanIndia group is a conglomerate with business interests in power generation and finance. RattanIndia Power is developing coal-based thermal power projects Amravati and Nasik in Maharashtra. Partners Kumar Saurabh Singh, Shruti Singh, Abhimanyu Bhattacharya and Aditya Cheriyan led the firm’s team in the transaction. Trilegal and Kirkland & Ellis acted as domestic counsel and international counsel, respectively, to Goldman Sachs and Varde Partners, as the investors. Cyril Amarchand Mangaldas advised Aditya Birla ARC, while Shardul Amarchand Mangaldas advised Power Finance Corporation.
Khaitan & Co has also advised SMC Power Generation on its approximately Rs2.9 billion (US$39m) acquisition of the Jharsuguda manufacturing unit of Concast Steel and Power (in liquidation), represented by its liquidator Kshitiz Chhawchharia, collectively as a non-operational unit, in accordance with the Insolvency and Bankruptcy Code (IBC) 2016. This is one of the first deals in India, where business assets have been acquired under liquidation under the IBC. Partner Ashwin Bishnoi and Tanvi Kumar, supported by partners Avnish Sharma, Indruj Rai and Kabir Bogra, led the firm’s team in the transaction, which was completed on February 15, 2020.
Maples and Calder has acted as Cayman Islands counsel to Hong Kong-listed Viva Biotech Holdings on the issuance of US$180 million 2.5 percent guaranteed convertible bonds due 2025 by Viva Incubator Investment Management, guaranteed by Viva Biotech and convertible into the ordinary shares with par value of US$0.000025 each in the capital of the guarantor. The issuance closed on February 11, 2020. Viva Biotech operates a leading structure-based, integrated drug discovery platform, and provides structure-based drug discovery services to its biotechnology and pharmaceutical customers worldwide for their pre-clinical stage innovative drug development. Partner Matt Roberts led the firm’s team in the transaction. Sidley Austin acted as the English and Hong Kong counsel, and JunHe as the China counsel of Viva Incubator Investment Management. Linklaters and Commerce & Finance Law Offices acted as English and Chinese counsel to JP Morgan Securities, China International Capital Corporation Hong Kong Securities and The Hongkong and Shanghai Banking Corporation as the joint lead managers.
Maples and Calder has also acted as BVI counsel to RongXingDa Development (BVI) on its issuance of US$300 million 8.75 percent senior notes due 2021. The notes are listed in Singapore. Juno Huang led the firm’s team in the transaction, while Sidley Austin acted as US counsel and Deheng Law Offices acted as China counsel. Davis Polk & Wardwell acted as US counsel, while Commerce and Finance Law Offices acted as China counsel to the initial purchasers, including Guotai Junan Securities (Hong Kong), UBS Hong Kong Branch, Haitong International Securities, Morgan Stanley & Co International, China Investment Securities International Brokerage, BOCOM International Securities and Central Wealth Securities Investment.
Paul Hastings has represented Jaguar Growth Partners’ first Asia-focused fund and JHJ Logistics on the formation of a joint venture to acquire Brilliant (Shanghai) Enterprise Management Consulting. The firm also represented the fund in the formation of a new private equity fund dedicated to real estate opportunities in Asia. New York-headquartered Jaguar Growth Partners is a privately held investment management firm focused on real estate companies and operating platforms. JHJ Logistics is led by Jason Lee, Han Chen and Jason Hsu, former executives of The Carlyle Group’s Asia real estate platform. A leading provider of management services to the burgeoning logistics industry in China, Brilliant will acquire, develop and manage logistics projects in China. Corporate partners Michael Fitzgerald (New York), Mike Huang (New York) and Lawrence Hass, and Hong Kong real estate partner Paul Guan and Shanghai corporate partner Sophie Han led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Eu Realty (Singapore), a wholly-owned subsidiary of Eu Yan Sang International, on the carving out and S$54 million (US$37.8m) sale of a 199-years’ leasehold estate on a row of conservation shophouses with a 999-years’ leasehold tenure in Chinatown, Singapore. Partner Norman Ho led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for Asian Healthcare Specialists (AHS) on its acquisition of a 51 percent shareholding interest in Cornerstone Asia Health for approximately S$32 million (US$22.4m), comprising of S$5 million (US$3.5m) in cash and approximately S$27 million (US$18.9m) in consideration shares in the capital of AHS. Partner Hoon Chi Tern led the firm’s team in the transaction.
Simpson Thacher has represented Japan’s Mizuho Financial Group (MHFG) on its offering of US$750 million 2.226 percent senior fixed-to-floating rate notes due 2026, US$500 million 2.591 percent senior fixed-to-floating rate notes due 2031 and US$1.1 billion senior floating rate notes due 2024. The offering was made pursuant to MHFG’s shelf registration statement on Form F-3, under the Securities Act. Mizuho Securities USA and BofA Securities were representatives of the underwriters for the offering. MHFG is a Japanese bank holding company that is the ultimate parent company of the Mizuho Group, one of the largest financial institution groups in the world. Capital markets partner Taki Saito led the firm’s team in the transaction.
S&R Associates has represented NYLIM Jacob Ballas Fund III Mauritius on the sale of its equity shares in Religare Finvest, a leading SME financing-focused NBFC, to Religare Enterprises. Following the acquisition of shares, Religare Finvest has become a wholly-owned subsidiary of Religare Enterprises. Partner Mohit Gogia, supported by partner Niti Dixit, led the firm’s team in the transaction.