Allen & Gledhill has advised Ying Li International Real Estate on the mandatory unconditional cash offer for all the issued and paid-up ordinary shares in its capital made by DBS Bank, for and on behalf of State Alpha, a unit of China Everbright, a leading cross-border investment and asset management company in China. The acquisition and offer are anticipated to improve Ying Li’s company profile in the equity and debt capital markets. Partners Andrew Lim and Lee Kee Yeng led the firm’s team in the transaction.
Allen & Gledhill has also advised DBS Group Holdings on the issue of its US$750 million 2.85 percent notes due 2022, under its US$30 billion global medium term note programme. Partner Glenn Foo led the firm’s team in the transaction.
AZB & Partners has acted as India counsel to Deutsche Bank Singapore Branch, Australia and New Zealand Banking Group, BNP Paribas, Citigroup Global Markets, Credit Suisse (Hong Kong), First Abu Dhabi Bank, JP Morgan Securities, Mizuho Securities Asia, SBICAP (Singapore) and Standard Chartered Bank, as the joint lead managers, on JSW Steel’s issuance of US$500 million 5.95 percent notes due 2024. Partners Varoon Chandra and Richa Choudhary led the firm’s team in the transaction, which was signed on April 5, 2019 and was completed on April 18, 2019.
AZB & Partners is also advising ECL Finance, the NBFC credit business of the Edelweiss Group, on the acquisition by CDPQ Private Equity Asia of a more than ten percent stake in ECL. Rahul Rai is leading the firm’s team in the transaction, which was valued at Rs18 billion (US$258.5m) and is yet to be completed.
Clayton Utz has advised on the restructure of the Napoleon Perdis Cosmetics group, following its high-profile collapse into voluntary administration earlier this year. The transaction involved a complex restructure, which culminated in the sale of the business within three months of the appointment of Worrells as administrators on January 31, 2019. The expedited global sale process attracted 41 parties, with KUBA Investments as the successful bidder. KUBA’s acquisition of the group was via deed of company arrangement and a subsequent creditors’ trust, involving a transfer of 100 percent of the shares in the company to KUBA. Although complex, the transaction structure meant the business was able to be continued seamlessly as a going concern. Restructuring and insolvency partner Orla McCoy, supported by partners Geoff Hoffman (corporate / M&A) and Tim Webb (IT / IP), led the firm’s team in the transaction.
Cyril Amarchand Mangaldas has acted as Indian counsel to Citigroup Global Markets, HSBC, Axis Bank, Merrill Lynch (Singapore), JP Morgan Securities and YES Bank, as the joint global coordinators and initial purchasers, on the US$300 million fundraising by GMR Hyderabad International Airport (GHIA). As part of the transaction, GHIA raised funds by way of issue of 5.375 percent senior secured notes aggregating to US$300 million due in 2024. The notes have been listed in Singapore. The offering memorandum was signed on April 3, 2019, and the deal closed on April 10, 2019. Partners Ajay Sawhney and Pranav Sharma led the firm’s team in the transaction, while Milbank acted as international counsel to the joint global coordinators, namely Citi Group and HSBC. Shearman & Sterling acted as international counsel to GMR Hyderabad International Airport.
Cyril Amarchand Mangaldas has also acted as Indian counsel to Kotak Mahindra, DSP Merrill Lynch, Morgan Stanley and HDFC Bank, as the lead managers, on the Rs250 billion (US$3.6b) rights issue of Vodafone Idea. The transaction is the largest rights issue to date in India, and was the first capital raising undertaken by Vodafone Idea, post the merger of Vodafone India into Idea Cellular in August 2018. As part of the transaction, Vodafone offered approximately 20 billion equity shares at Rs12.50 (US$0.18) each, aggregating to Rs250 billion (US$3.6b). The offer document was filed on March 22, 2019, and the transaction closed on May 4, 2019. Partners Yash Ashar and Abhinav Kumar led the firm’s team in the transaction, while Sidley Austin acted as international counsel. S&R Associates, with a team led by partners Sandip Bhagat and Jabarati Chandra, acted as domestic counsel to Vodafone India.
Davis Polk has advised Luckin Coffee (LC) on its SEC-registered IPO of 33 million American depositary shares, for total net proceeds of approximately US$570 million. Each ADS represents eight Class A LC ordinary shares. LC has granted the underwriters an option to purchase up to an additional 4.95 million ADSs. The firm also advised LC on its concurrent private placement to Louis Dreyfus at the IPO price, with an aggregate value of up to US$50 million, and its Series B-1 share issuance for an aggregate consideration of US$150 million to certain investors, including private funds managed by BlackRock. The ADSs are listed in the Nasdaq. LC has pioneered a technology-driven new retail model to provide coffee and other products of high quality, high affordability and high convenience to the customers. Partners Li He and James Lin led the firm’s team in the transaction.
Gibson, Dunn & Crutcher is advising NetEase, one of China’s leading internet and online game services providers, on its collaboration with Marvel Entertainment, the world-famous entertainment company. NetEase and Marvel will collaborate to create original entertainment content based on internationally beloved Marvel stories. Joint products, including games, television series and comic books featuring Marvel characters, will be developed for users in China and beyond. Hong Kong corporate partner Paul Boltz, supported by Palo Alto IP partner David Kennedy, led the firm’s team in the transaction.
J Sagar Associates has acted as sole Indian counsel to Export-Import Bank of India on the issue of US$500 million bonds under its US$10 billion medium term note program. Partners Dina Wadia and Uttara Kolhatkar led the firm’s team in the transaction.
J Sagar Associates has also advised and assisted Export-Import Bank of India on the listing of US$500 million bonds under its US$10 billion medium term note program on the global securities market platform of BSE’s India International Exchange. Partners Dina Wadia and Uttara Kolhatkar also led the firm’s team in the transaction.
Khaitan & Co has advised Metropolis Healthcare (MH) on its IPO of approximately 13.7 million equity shares, with face value of Rs2 each (US$0.029) for cash, aggregating to approximately Rs12 billion (US$173m), consisting of an offer for sale of more than six million equity shares aggregating to Rs5.5 billion (US$79m) by Sushil Kanubhai Shah (promoter selling shareholder) and an offer for sale of 7.4 million equity shares aggregating to Rs6.5 billion (US$93.3m) by CA Lotus Investments, a Carlyle group entity. MH is one of the leading diagnostics companies in India, by revenue, as of March 31, 2018. MH has widespread presence across 19 states in India, as of December 31, 2018, with leadership position in west and south India. Partners Abhimanyu Bhattacharya and Aditya George Cheriyan, supported by partners Anuj Shah and Kumar Saurabh Singh and director Vinita Krishnan, led the firm’s team in the transaction.
Khaitan & Co has also advised Kieraya Furnishing Solution, Lightbox Ventures, Lightbox Expansion Fund and Crescent Enterprises on the Series C4 funding in Kieraya Furnishing Solution by various investors, including Lightbox Ventures II, Lightbox Expansion Fund and Crescent Enterprises. Partner Kartick Maheshwari led the firm’s team in the transaction.
L&L Partners has advised Inteva Products on the Indian aspects of the sale of its roof systems business, consisting of the design and production line of roofs systems and components for automobiles, to CIE Automotive for a global deal value of US$755 million. The transaction involved the structuring and implementation of the pre-transaction carve-out of the roof systems business into a new special purpose subsidiary in India, and, the subsequent transfer and sale to CIE. Partner Vikrant Kumar, supported by partners Gunjan Mishra, Lokesh Shah and Nirupam Lodha, led the firm’s team in the transaction.
Simpson Thacher has represented Qutoutiao on its convertible loan agreement with Alibaba Investment, an affiliate of Alibaba Group. Pursuant to the agreement, Alibaba advanced approximately US$171 million in principal amount of convertible loan to Qutoutiao. Upon full conversion, Qutoutiao will issue new shares to Alibaba, representing approximately four percent of Qutoutiao’s share capital. The firm also represented Qutoutiao on a follow-on offering of 10 million American depositary shares, comprising approximately 3.3 million ADSs offered and sold by Qutoutiao and 6.67 million ADSs offered and sold by the selling shareholders, representing an aggregate of 2.5 million Class A ordinary shares. The total offering size was US$100 million, before the exercise of the underwriters’ overallotment option. Citigroup, Deutsche Bank Securities, CLSA and Jefferies acted as the representatives of the underwriters. Qutoutiao is an innovative and fast-growing mobile content platform company in China. Its flagship mobile application, Qutoutiao, aggregates articles and short videos from professional media and freelancers, and presents customised feeds to users. Capital markets partner Chris Lin led the firm’s teams in both transactions.
S&R Associates has represented Edelweiss Financial Services, Axis Capital, Citigroup and IndusInd Bank, as lead managers, on the Rs25.14 billion (US$361m) preferential issue of units to institutional investors by India Grid Trust (IGT), a listed infrastructure investment trust (InvIT) owning inter-state power transmission assets. Sterlite Power Grid Ventures is IGT’s sponsor and project manager, while Sterlite Investment Managers is its investment manager. This is the first preferential issue to institutional investors by an InvIT, under the SEBI (Infrastructure Investment Trusts) Regulations 2014, as amended. As part of the issue, IGT units were allotted to, among others, affiliates of Kohlberg Kravis Roberts & Co (KKR) and GIC. A KKR affiliate has also agreed to purchase shares in Sterlite Investment Managers in a change of control transaction, which is subject to approvals. Partners Sandip Bhagat and Venkatesh Vijayaraghavan led the firm’s team in the transaction.
S&R Associates has also represented Kotak Mahindra, Axis Capital, Citigroup, Edelweiss Financial Services, IIFL Holdings and YES Securities, as book-running lead managers, on the Rs13.45 billion (US$193.2m) IPO by Polycab India, the largest manufacturer in terms of revenue in the Indian wires and cables industry. The IPO received applications for equity shares aggregating Rs494 billion (US$7.1b) from investors, and was oversubscribed 52 times. Partners Sandip Bhagat and Jabarati Chandra led the firm’s team in the transaction.
Weerawong, Chinnavat & Partners has represented Global Power Synergy, the power flagship of the PTT Group, on its US$757 million investment in and development of a 250 MW energy recovery unit for the production and sale of power and 175 ton-per-hour steam from petroleum pitch under the clean fuel project of Thai Oil. The unit is part of Thai Oil’s capacity expansion project. The power plant, still under construction, is expected to come online in 2023 and will sell power to Thai Oil, which is the country’s second largest refiner, with a capacity of 275,000 barrels per day. Senior partner Veeranuch Thammavaranucupt and partners Samata Masagee and Nattaporn Pengkul led the firm’s team in the transaction, which was signed on May 10, 2019.
WongPartnership is acting for 8S Capital Holdings on the voluntary conditional cash offer for all the issued and paid-up ordinary shares of 8Super 00 Holdings and for KKR on the debt and equity financing to the offeror. Partners Ng Wai King, Hui Choon Yuen, Tan Teck Howe, Ameera Ashraf, Chan Jia Hui, Kyle Lee and Jerry Tan led the firm’s team in the transaction.