Allen & Gledhill has advised CapitaLand Treasury and CapitaLand on the issue of S$800 million (US$588m) 2.9 percent notes due 2032, under their S$5 billion (US$3.7b) euro medium term note programme. CapitaLand is the guarantor for the notes. Partners Tan Tze Gay, Wu Zhaoqi and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill has also advised Ascendas Funds Management (S), as manager of Ascendas Real Estate Investment Trust (Ascendas REIT), on the issue of S$300 million (US$220.5m) fixed rate subordinated green perpetual securities, under the S$7 billion (US$5.14b) euro medium term securities programme established by HSBC Institutional Trust Services (Singapore), as trustee of Ascendas REIT. The issue is believed to be the first real estate green perpetual securities issued in Asia under the newly established Green Finance Framework by Ascendas REIT. The Framework guides Ascendas REIT in the allocation and management of the proceeds raised from the issuance, as well as future green financing transactions. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.
Allen & Overy has acted as Thai and Hong Kong counsel to Bangkok Bank, Thailand’s largest commercial bank by assets, on its global medium term note programme update and its inaugural issuance of US$750 million Additional Tier 1 (AT1) subordinated notes to offshore institutional investors. The AT1 subordinated notes were issued by its Hong Kong branch, and mark the first Basel III-compliant Tier 1 US$-denominated bonds by Bangkok Bank, and the largest issue size of an AT1 capital instrument issued by a Thai commercial bank. The notes were offered under Rule 144A/Regulation S of the US Securities Act, and will also qualify as Additional Tier 1 capital of Bangkok Bank, pursuant to the Bank of Thailand’s capital adequacy regulations. Bangkok partner Stephen Jaggs, supported by Hong Kong partner Agnes Tsang, led the firm’s team in the transaction.
AZB & Partners has acted as Indian counsel to The Hongkong and Shanghai Banking Corporation and Axis Bank Singapore Branch, as the dealers, on the update of the US$5 billion global medium term note programme by Axis Bank. Partners Varoon Chandra, Richa Choudhary and Gautam Ganjawala led the firm’s team in the transaction, which was completed on September 18, 2020.
AZB & Partners has also advised KKR affiliate Kayak Investments Holding and Radiant Life Care on Kayak’s acquisition of up to 4.99 percent of shares held by Max promoters in Max Healthcare Institute. Partners Ashwath Rau and Jasmin Karkhanis led the firm’s team in the transaction, which was valued at Rs3.61 billion (US$49m) and was completed on September 1, 2020.
Davis Polk has advised Sumitomo Mitsui Financial Group on its reopening of its July 2020 SEC-registered takedown offering of senior TLAC notes. The reopening consisted of US$850 million principal amount of 1.474 percent senior notes due 2025. The notes are structured to count as total loss-absorbing capacity, under the Japanese TLAC regulations. SMFG is the holding company for one of the three largest banking groups in Japan. Its wholly-owned subsidiary, Sumitomo Mitsui Banking Corporation, is one of the world’s largest commercial banks by assets. Partner Jon Gray led the firm’s team in the transaction.
Davis Polk is also advising Tencent Holdings and its affiliates on the going-private transaction of Sogou. Tencent will acquire from Sohu.com , which is currently Sogou’s indirect controlling shareholder, all of the ordinary shares of Sogou beneficially owned by Sohu for a cash consideration of US$9 per ordinary share. After the closing of the share purchase with Sohu, Tencent will consummate the acquisition of Sogou for a cash consideration of US$9 per ordinary share or American depositary share, in a Cayman Islands short-form merger. If completed, the transaction would result in Sogou becoming a privately-held, indirect wholly-owned subsidiary of Tencent, and Sogou’s ADSs would be delisted in New York. Sogou is an innovator in search and a leader in China’s internet industry, the second-largest search engine by mobile queries and the fourth-largest internet company by MAU in China. Tencent is a leading integrated internet services company operating a broad range of internet services. Partner Miranda So, supported by partner Pritesh Shah, is leading the firm’s team in the transaction.
HHP Law Firm has acted as lead counsel to Indofood CBP Sukses Makmur (ICBP) on the completion of its strategic acquisition of Pinehill, for almost US$3 billion, from Pinehill Corpora and Steele Lake. A rare, landmark cross-border transaction for an Indonesian company in the food industry, this multi-jurisdiction deal was a major foreign acquisition for an Indonesian consumer products company in a year that has been roiled by Covid-19. The deal adds 12 production facilities in eight countries to ICBP’s global operations, with additional access to the consumer markets of 33 countries, making it one of the world’s largest producers of instant noodles. Senior partner Iqbal Darmawan led the firm’s team in the transaction, while Min-tze Lean, principal from Baker McKenzie Wong & Leow, assisted on Singapore law issues. The team also coordinated closely with colleagues from Baker McKenzie member firms in Singapore, Saudi Arabia, Egypt, Morocco and Turkey, as well as other law firms from Ghana, Kenya, Nigeria, Serbia and the BVI.
J Sagar Associates has advised Creation Investments India III on its Series B2 round investment in Vivriti Capital. With this investment, Creation will continue to be a majority shareholder in Vivriti. Vivriti engages in lending, private and public placement of debt securities/loans/preference shares/asset sales and a technology-based marketplace for debt securities/loans/preference shares/asset sales connecting institutional issuers and investors. The firm also advised Creation on the Series A and Series A2 round in Vivriti in 2018 and 2019, and then in March, 2020 when Lightstone Fund invested in Vivriti. Partners Lalit Kumar and Bharati Joshi led the firm’s team in the transaction.
K Law has advised Tata Cleantech Capital and Tata Capital Financial Services on a Rs1.11 billion (US$15m) facility extended to smart city projects implementor TP Luminaire for implementing concession-based smart LED projects on a PPP model in Noida and Nashik. Senior partner Pradeep Ratnam led the firm’s team in the transaction, which was completed on August 27, 2020.
Khaitan & Co has acted as sole Indian counsel to: (i) JPMorgan Chase Bank London Branch, Barclays Bank, Credit Suisse Singapore Branch, Deutsche Bank Singapore Branch and Standard Chartered Bank (acting through its DIFC Branch), as the lenders and the hedge counterparties; (ii) JP Morgan Securities, as global coordinator; (iii) JP Morgan Securities, Barclays Bank, Credit Suisse Singapore Branch, Deutsche Bank Singapore Branch and Standard Chartered Bank (acting through its DIFC Branch), as the arrangers; and (iv) JP Morgan AG and Citicorp International, as the agent, common security agent and loan security agent, respectively, on the grant of a US$1.75 billion bridge facility to Vedanta Holdings Mauritius. The facility has been availed by the borrower to finance the proposed delisting of the equity shares of Vedanta in India. The facility is guaranteed by Vedanta Resources, Vedanta Holdings Mauritius II, Vedanta Holdings Jersey, Twin Star Holdings, Welter Trading, Westglobe and Finsider International. The facility is further secured via (i) a Mauritian law-governed pledge over the bank accounts of the borrower and Vedanta Holdings Mauritius II; (ii) a Mauritian law-governed pledge over all of the shares held by the Vedanta Jersey in the borrower and Vedanta Holdings Mauritius II; and (iii) an English law-governed pledge over the bank account of Vedanta Resources Holdings with Standard Chartered Bank. Partners Haigreve Khaitan, Manisha Shroff, Arindam Ghosh, Sharad Abhyankar, Anisha Chand and Mehul Shah, and executive director Sudhir Bassi led the firm’s team in the transaction, which was completed on September 21, 2020. Ashurst advised the Vedanta Group on English law, while Latham & Watkins advised the agent and lenders on English law. BLC Roberts & Associates advised the lenders on Mauritius law, while Carey Olsen Jersey advised the agent on Jersey law. Georgiades & Pelides advised the lenders, agent and the hedge counterparties on Cyprus law, while Hogan Lovells Lee & Lee advised Citicorp International on English law.
Khaitan & Co is also acting as Indian counsel to Deutsche Boerse on its acquisition of Quantitative Brokers group companies. New York-headquartered Quantitative Brokers has operations in London, Sydney and Chennai. It provides execution algorithms and analytics, including transaction cost analysis, to buy-side, brokerage and bank clients. Deutsche Börse acquired a majority stake in Quantitative Brokers, including its Indian subsidiary Quantitative Brokers Software India. Partner Rabindra Jhunjhunwala is leading the firm’s team in the transaction, which was announced on September 17, 2020 and is expected to be completed by December 31, 2020. Eversheds Sutherland, led by partners Stacey Kern (Chicago), Roderick Lai (Hong Kong) and Peter Harper (UK), also advised on the deal.
Kudun and Partners successfully represented Areeya Property Public Company Limited, a leading real estate developer listed on the Stock Exchange of Thailand (SET), on the divestiture of its Mega 1 and Mega 2 ‘during construction’ residential condominium projects – located a rapidly growing suburb near to the Suvarnabhumi International Airport — to Real Asset Development Co., Ltd. at the approximate value of THB 1.1 billion (USD 37 million). The sale of an unfinished residential condominium project is extremely rare in the Thai market due to the complexity of post-closing management and collaboration required by the parties. The Kudun and Partners team was led by Kom Vachiravarakarn.
Shardul Amarchand Mangaldas & Co has advised the resolution professional on conducting the corporate insolvency resolution process of Ferro Alloys. The resolution plan for Ferro Alloys, as submitted by Sterlite Power Transmission, was approved by the committee of creditors and was subsequently approved by the NCLT Cuttack in its order dated January 30, 2020. The approved resolution plan was implemented by Vedanta. The plan’s implementation involved the acquisition of the entire equity share capital of Ferro Alloys by Vedanta, which also provides them the shareholding and management control of Facor Power, a subsidiary of Ferro Alloys. Partners Anoop Rawat, Misha and Aashish Gupta led the firm’s team in the transaction. Khaitan & Co advised Vedanta.
Simpson Thacher has represented the underwriters on the global offering and secondary listing of the ordinary shares of Zai Lab in Hong Kong. Zai Lab offered approximately 10.56 million ordinary shares pursuant to Chapter 19C, a regime introduced in Hong Kong to attract listings by high profile issuers that are already listed in the US and London, and Chapter 18A that aims to attract listings of new generation of biotech companies in Hong Kong. The base offering size was HK$5.94 billion (US$766.5m), before exercise of the underwriters’ overallotment option. JP Morgan, Goldman Sachs and Citigroup acted as the joint sponsors, joint global coordinators, joint book-runners and joint lead managers for the offering. Zai Lab is an innovative commercial stage biopharmaceutical company focused on bringing transformative medicines for cancer, infectious and autoimmune diseases to patients in China and around the world. Capital markets partners Celia Lam (Hong Kong), Yi Gao (Hong Kong) and Art Robinson (New York), and New York tax partner Marcy Geller led the firm’s team in the transaction.
Simpson Thacher has also represented Yalla Group on its IPO and listing in New York. The offering comprised 18.6 million American depositary shares, representing 18.6 million Class A ordinary shares, before the exercise of the underwriters’ overallotment option. The base offering size was US$139.5 million. Morgan Stanley and Haitong International acted as the joint book-runners of the offering. Yalla is the leading voice-centric social networking and entertainment platform in the Middle East and North Africa (MENA). Since its founding, the company has been helping the local people in MENA to bring their traditions online and continue their social enjoyment in the mobile internet era. Partners Yi Gao (Hong Kong-capital markets) and Tristan Brown (Palo Alto-ECEB) led the firm’s team in the transaction.
Skadden has advised Abu Dhabi-based sovereign investor Mubadala Investment on its Rs62.47 billion (US$851m) investment in Reliance Retail Ventures (RRV), a subsidiary of Reliance Industries, India’s largest private sector company. RRV operates 11,784 stores throughout India, across consumer electronics, groceries, and fashion and lifestyle. Mubadala’s investment will translate into a 1.4 percent equity stake in RRV, on a fully diluted basis. Mubadala Investment is a sovereign investor managing a global portfolio, aimed at generating sustainable financial returns for its shareholder, the Government of Abu Dhabi. This marks the second significant investment by Mubadala in a Reliance Industries subsidiary, after the US$1.2 billion investment in Jio Platforms, announced earlier this year, on which the firm also advised. Partners Jonathan Stone (Hong Kong), Rajeev Duggal (Singapore) and Nathan Giesselman (Palo Alto) led the firm’s team in the transaction.
Skadden has also advised Shanghai-based JHBP (CY) Holdings (Genor Biopharma), a commercial-ready biopharmaceutical company focusing on developing and commercializing oncology and autoimmune drugs, on its listing and IPO in Hong Kong. Genor Biopharma offered almost 119.9 million shares at HK$24 (US$3.10) per share, for a total offering of HK$2.87 billion (US$370.3m). The public offering was oversubscribed 1,247 times, making it one of the most sought after biotech IPOs in Hong Kong this year. Trading commenced on October 7, 2020. Hong Kong partners Julie Gao, Christopher Betts and Paloma Wang led the firm’s team in the transaction.
ZICO Insights Law has advised Huan Hsin Holdings on its exit offer, compulsory acquisition and directed delisting in Singapore. On December 19, 2018, the SGX-ST issued a notification of delisting to Huan Hsin, and directed its controlling shareholders to provide an exit offer to shareholders. On April 29, 2020, Pacific Moment Holdings made a conditional cash exit offer to acquire all the issued and paid-up ordinary shares in the capital of Huan Hsin (excluding treasury shares), other than those shares already held directly or indirectly by Pacific Moment as of the date of the offer, at S$0.016 (US$0.0117) in cash for each offer share. BVI-incorporated Pacific Moment is an SPV controlled by Mr Hsu Hung Chun and Mr Hsu Cheng Chien, Huan Hsin’s chairman and managing director, respectively. After the successful exercise of the exit offer which eventually led to compulsory acquisition, Pacific Moment became the sole shareholder of Huan Hsin. Managing director Yap Lian Seng and director Dr Qui Yang led the firm’s team in the transaction, which resulted to the delisting of Huan Hsin in Singapore on August 12, 2020 and its privatization on October 5, 2020.
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