Deals – November 16, 2016

AZB & Partners has acted as Indian counsel to Quality Investment on PNB Housing Finance’s IPO of equity shares. Quality Investment is the holding entity of Destimoney Enterprises, one of the group companies of PNB Housing Finance. Partners Varoon Chandra, Nilianjana Singh and Lionel D’Almeida led the transaction, which was completed on November 7, 2016 and was valued at approximately Rs30 billion (US$443.4m).

AZB & Partners has also advised General Electric on its acquisition of 49 percent of the share capital of Alstom Bharat Forge Power from Bharat Forge. Partner Vaidhyanadhan Iyer led the transaction, which was valued at approximately Rs2.3 billion (US$34m) and is yet to be completed.

Clifford Chance has advised the underwriters on China Cinda Asset Management’s issuance of US$3.2 billion 4.45 percent non-cumulative perpetual offshore preference shares. This is the first preference share offering by a non-bank financial institution from China to replenish Additional Tier 1 capital. Partners Angela Chan and Fang Liu led the transaction.

Conyers Dill & Pearman has provided Cayman Islands advice to Cayman Golden Century Wheel Group on its US$280 million IPO of ordinary shares on Kosdaq, a trading board of the Korea Exchange. Cayman Golden Century Wheel Group manufactures and distributes tractor wheels and tire products in China. Hong Kong partner Richard Hall led the transaction, working alongside Lee & Ko.

Davis Polk has advised Aluminum Corporation of China (Chalco) on the US$500 million 4.25 percent senior perpetual capital securities issued by Chalco Hong Kong Investment, Chalco’s wholly-owned BVI subsidiary. The securities have the benefit of a keepwell deed and a deed of equity interest purchase undertaking provided by Chalco, and are unconditionally and irrevocably guaranteed by Chalco Hong Kong, Chalco’s wholly-owned Hong Kong subsidiary. A leading enterprise in the non-ferrous metal industry in China, Chalco principally engages in alumina refining, primary aluminum smelting and trading of related products. Its shares are listed in Hong Kong, New York and Shanghai. Partner Paul Chow led the transaction.

DFDL has advised the new Thai lenders syndicate on the refinancing of the 615MW Nam Ngum 2 hydropower project in Laos. Valued at US$573 million, the transaction will refinance the construction and operation phase of the project, as well as upgrades to the Nabong transmission facilities for export of electricity from Laos to Thailand. Partner Audray Souche led the transaction, which closed on September 27, 2016.

Dorsey & Whitney’s Hong Kong office has acted as US and Hong Kong counsel to Powerlong Real Estate, a Hong Kong-listed PRC property developer, on the offer to purchase its outstanding Rmb1.5 billion (US$219m) 10.75 percent senior notes due 2017. The tender offer was completed on November 2, 2016. Approximately 58.65 percent of the total aggregate principal amount of the outstanding notes, representing approximately Rmb879.7 million (US$128.4m), was accepted for purchase. The notes repurchased pursuant to the tender offer have been cancelled. The dealer manager of the tender offer was HSBC while the information and tender agent was DF King. Partners Simon Chan and Kenneth Kwok led the transaction.

Hogan Lovells has advised DBM Global on its acquisition of the detailing and Building Information Modeling (BIM) management business of PDC Global, and on its acquisition of BDS VirCon. PDC is a highly experienced global engineering design, detailing and 3D BIM management company while BDS VirCon is a leading global steel and rebar detailing and BIM firm. The acquisitions spanned seven jurisdictions — Australia, North America, Thailand, India, the Philippines, the UK and Singapore. A wholly-owned operating subsidiary of New York-listed HC2 Holdings, DBM Global provides fully integrated structural and steel construction services in North America and across the globe. The acquisitions allow DBM Global to provide a uniquely comprehensive set of services to design, build and manage steel construction projects throughout many parts of the world. Head of corporate for Australia Tim Lester, supported by Denver partner Keith Trammel, led the transaction. Norton Rose Fulbright acted for PDC while ClarkeKann acted for BDS Vircon.

Khaitan & Co has advised Audax Group on the acquisition of Mobileum and its group companies. Since its founding in 1999, Audax Private Equity has been focused on building leading middle market companies. Audax has invested US$4 billion in 100 platform and 515 add-on companies. Through its disciplined buy and build approach, Audax seeks to help platform companies execute add-on acquisitions that fuel revenue growth, optimise operations, and significantly increase equity value. Associate partner Pooja Patel, supported by executive director Daksha Baxi, led the transaction.

Khaitan & Co has also advised First Gulf Bank (FGB) on the US$212.5 million external commercial borrowing granted to Air India to finance the acquisition of two Boeing 787-8 aircrafts. Established in 1979 and headquartered in Abu Dhabi, FGB is the third-largest bank by assets in the UAE. Partner Devidas Banerji led the transaction.

Kirkland & Ellis is representing GIC, Singapore’s sovereign wealth fund, on its €2.4 billion (US$2.6b) acquisition of P3 Logistic Parks from TPG Real Estate and Ivanhoe Cambridge. P3 is a leading specialist pan-European owner, developer and manager of logistics properties. The deal, which was signed on November 4, 2016, is the largest European real estate transaction this year. Partners Matthew Elliott and Celyn Evans (corporate), Michael Steele (debt finance), Paula Riedel (competition) and Jonathan Kandel and Frixos Hatjantonas (tax) led the transaction, which spanned nine jurisdictions.

Luthra & Luthra Law Offices has acted as Indian counsel to Citigroup Global Markets India, Morgan Stanley India and ICICI Securities as the brokers on a block deal of Larsen & Toubro’s equity shares by Specified Undertaking of Unit Trust of India (SUUTI), aggregating to around Rs21 billion (US$310.2m). Partner Manan Lahoty led the transaction while Sidley Austin acted as international counsel. Cyril Amarchand Mangaldas advised SUUTI.

Luthra & Luthra Law Offices has also advised Essel Infra Projects on the acquisition of two operational annuity-based build-operate-transfer assets awarded by the National Highways Authority of India from KNR Constructions and Patel Engineering for an enterprise value of Rs8.5 billion (US$125.6m). Partners Bikash Jhawar and Aditya Periwal led the transaction, which is subject to customary conditions precedent and is expected to close in the next two to three months.

Rajah & Tann Singapore has acted for Groupama Singapore Branch on the sale and transfer of the run-off general insurance business carried on by Groupama to Reardon, an insurance company dedicated to managing the run-off of non-life insurance and reinsurance business. The transfer was made under section 49FB of the Insurance Act and required the approval of the Monetary Authority of Singapore and the confirmation of the Singapore High Court. Partners Simon Goh and Wang Ying Shuang led the transaction, which was completed on September 30, 2016.

Sidley Austin has advised Xiwang Foodstuffs on its acquisition of Kerr Investment from Oak Trust. Partners Joseph Chan (Shanghai) and Mengyu Lu (Beijing) led the transaction, which was announced on September 20, 2016 and was valued at US$730 million.

Simpson Thacher’s Hong Kong office has represented Zhou Hei Ya International on its IPO in Hong Kong and Rule 144A/Regulation S offering of 424.47 million shares (prior to any exercise of the overallotment option), which raised approximately HK$2.5 billion (US$322m) in gross proceeds. Zhou Hei Ya’s ordinary shares are listed in Hong Kong. Morgan Stanley Asia and Credit Suisse (Hong Kong) acted as joint global coordinators and joint sponsors and, with China Merchants Securities (HK), as joint lead managers. A leading brand and retailer of casual braised food in China, Zhou Hei Ya specialises in the production, marketing and retailing of casual braised food, particularly braised ducks and duck parts. Partners Chris Lin and Christopher Wong led the transaction.

Shearman & Sterling has advised The Xander Group on the establishment of a joint venture with APG Strategic Real Estate Pool for investment in retail developments in India and the related US$300 million acquisition by the joint venture company, Virtuous Retail South Asia, of an initial portfolio of three retail assets from a Xander-sponsored fund. APG and Xander have also committed an additional US$150 million, which will be used to expand the investment portfolio of Virtuous Retail. APG has provided 77 percent of the equity for a majority shareholding in the JV, with Xander investing the balance of 23 percent. The JV represents the largest single deal in the retail real estate sector in India. APG is the Netherlands’ largest manager of pension capital while Xander is a global investment firm focused on real estate, infrastructure, hospitality, retail and credit in emerging markets. Singapore M&A partner Sidharth Bhasin led the transaction while AZB & Partners advised on India law. Ashurst, led by Dean Moroz (Hong Kong) and Ed Bennett (Singapore), acted as lead counsel to APG while J Sagar Associates and Shook Lin & Bok advised on India law and Singapore law, respectively.

Shearman & Sterling is also advising Taikang Insurance Group on the establishment of a joint venture with New York-listed NorthStar Realty Finance Corp.. NorthStar are being advised by Paul, Weiss. Through the JV, Taikang will acquire approximately a US$1 billion interest at a valuation of US$6.1 billion in NorthStar’s existing portfolio of healthcare assets in the US and the UK. Taikang is one of the leading insurance companies in China. This deal marks the largest investment made by Taikang in healthcare assets out of China and further reinforces the significance of Taikang entering the global healthcare real estate markets. The transaction is expected to close in the first quarter of 2017. Leading the transaction for Shearman & Sterling are partners Stephanie Tang (Hong Kong-M&A) and John Marzulli (New York-M&A) and Lisa Brill (New York-real estate), supported by Jordan Altman (New York-intellectual property) and Larry Crouch (Menlo Park-tax), are leading the transaction. The Paul, Weiss team includes corporate partners Robert Schumer, Ellen Ching, Jeanette Chan and Bruce Gutenplan and counsel Paul Donnelly and David Lee, tax partner Scott Sontag, real estate partners Harris Freidus and Salvatore Gogliormella, international trade counsel Richard Elliott, and litigation partner Moses Silverman.

Shook Lin & Bok has acted as Singapore counsel to NTT Data on the US$3.5 billion acquisition of the business known as Perot Systems from Dell. The deal involved restructuring of Dell’s assets and business prior to the completion of the acquisition. Partner Dayne Ho led the transaction.

Skadden is representing Guangdong Kanghua Healthcare (Kanghua Healthcare), the operator of the largest private hospital in China, on its global offering, including an international offering and a Hong Kong public offering. Kanghua Healthcare estimates that it will receive proceeds of approximately HK$884.7 million (US$114m) from the global offering, based on the offer price of HK$11.6 (US$1.50) per H share. The shares commenced trading in Hong Kong on November 8, 2016. Hong Kong corporate partners Christopher Betts and Will Cai are leading the transaction.

Tay & Partners has acted on the M$23 million (US$5.3m) sale of a 1.3-hectare industrial land, including the office building and factories erected thereon, in Shah Alam, Selangor by a leading MNC to a Reit. Partner Teo Wai Sum led the transaction.

Wong & Partners has advised Employees Provident Fund (EPF) on its proposed acquisition of 40 percent of the share capital of Konsortium Lebuhraya Utara-Timur (KL) (Kesturi) from Nuzen Corporation, an indirect wholly-owned subsidiary of Ekovest, for M$1.13 billion (US$261.4m). The acquisition also included the provision of advice relating to a shareholders agreement between the EPF and its wholly-owned subsidiary company, Nuzen, Ekovest and Kesturi. Nuzen is the 100 percent shareholder of Kesturi, which is the concession holder of the Duta-Ulu Klang Expressway (DUKE) Phase-2, which commenced construction in December 2013 and is expected to be operational by 2017. Partner Muniz Abdul Aziz led the transaction, which was signed on November 8, 2016.