Allen & Gledhill has advised Flex on the issue of US$250 million 3.75 percent notes due 2026 and US$325 million 4.875 percent notes due 2030. Nasdaq-listed Flex is a globally-recognised provider of Sketch-to-ScaleTM services, from conceptual sketch to full-scale production. Partners Tan Tze Gay, Bernie Lee and Sunit Chhabra led the firm’s team in the transaction.
Ashurst has acted for Australia and New Zealand Banking Group (ANZ), Sumitomo Mitsui Banking Corporation (SMBC) and Shinhan Bank, as the joint mandated lead arrangers and book-runners, on a US$450 million syndicated green loan to SK Battery America, a subsidiary of listed Korean oil refining company SK Innovation. SK Innovation is a leading oil and chemical company in South Korea, and a core business of the SK group, the country’s third-largest conglomerate. The company’s origins date back to the establishment of Korea Oil, the country’s first oil refining company, in 1962. The proceeds of the loan will finance the construction and development of proposed electric vehicle battery plants in the US, in line with the company’s green finance framework. ANZ and SMBC acted as joint green coordinators, while ANZ acted as agent on the transaction, which closed shortly after the introduction of the new green loan guidelines jointly published by the APLMA, LMA and LSTA. Partners Jean Woo and Michael Neary led the firm’s team in the transaction.
AZB & Partners is advising ICICI Lombard General Insurance on the demerger, under a scheme of arrangement, of the general insurance business of Bharti AXA General Insurance into ICICI Lombard. Partners Shameek Chaudhuri, Arvind Ramesh and Bharat Budholia are leading the firm’s team in the transaction, which was signed on August 21, 2020 and is yet to be completed.
AZB & Partners is also advising TA Associates and Francisco Partners on their acquisition of a significant stake in Edifecs. Partner Anu Tiwari is leading the firm’s team in the transaction, which was signed on July 13, 2020 and is yet to be completed.
Davis Polk has advised the joint lead managers on a US$500 million Regulation S bonds offering by Shui On Development (Holding) of its 6.15 percent senior notes due 2024, guaranteed by Shui On Land. Shui On Land is one of the leading property developers in China and the flagship property company of the Shui On Group in China, with a focus on large-scale city-core property development projects. Hong Kong corporate partner Gerhard Radtke led the firm’s team in the transaction.
Davis Polk has also advised the joint lead managers on a US$50 million Regulation S offering by Shuifa International Holdings (BVI) of its 4.3 percent guaranteed bonds due 2023, to be consolidated and form a single series with US$350 million 4.3 percent guaranteed bonds due 2023 issued on May 8, 2020 on the fungible date, as defined in a supplemental trust deed guaranteed by Shuifa Group. Shuifa Group is a leading state-owned conglomerate that focuses on the provision of comprehensive water-related services and solutions, ranging from hydraulic engineering construction, water supply and wastewater treatment to clean energy. Hong Kong corporate partners Gerhard Radtke and Yang Chu led the firm’s team in the transaction.
J Sagar Associates has advised The Phoenix Mills on its qualified institutions placement. Phoenix filed a placement document on August 21, 2020, for the issue of approximately 18.2 million equity shares, aggregating to approximately Rs11 billion (US$150.6m), to qualified institutional buyers. CLSA India, HSBC Securities and Capital Markets (India), Kotak Mahindra Capital and UBS Securities India acted as the lead managers to the issue. Phoenix is one of India’s leading retail asset developers, owners and operators, with the largest retail portfolio among listed companies in India. Its existing real estate portfolio primarily comprises retail-led, mixed-use developments in prime locations, together with commercial office and residential developments, as well as hospitality projects. Partner Arka Mookerjee led the firm’s team in the transaction, which was another all-virtual transaction amid the ongoing Covid-19 pandemic.
J Sagar Associates has also advised Monarch Networth Capital and HDFC Bank on the qualified institutions placement of Alembic Pharmaceuticals. Alembic filed a placement document on August 6, 2020, for the issue of more than eight million equity shares to qualified institutional buyers, aggregating to Rs7.5 billion (US$102.7m). Alembic is a vertically integrated pharmaceutical company, which develops, manufactures and markets formulations in the international markets. Partner Arka Mookerjee led the firm’s team in the transaction. Khaitan & Co advised Alembic, while Squire Patton Boggs Singapore acted as special advisors to the lead managers.
Khaitan & Co has advised OceanSound Partners, a private equity firm investing in technology and technology-enabled businesses, on the Indian law aspects of its acquisition of the entire equity shareholding of Netrix, a company engaged in cloud infrastructure, collaboration, data and development services. Partners Rajat Mukherjee and Sarthak Sarin led the firm’s team in the transaction, which was completed on July 31, 2020. Skadden, Arps, Slate, Meagher & Flom, led by New York M&A and private equity partner Allison Schneirov, acted as global counsel for OceanSound Partners. Katten Muchin Rosenman and Kochhar & Co acted as global counsel and Indian counsel to Netrix.
Khaitan & Co has also acted as sole counsel for Spencer’s Retail, the company which pioneered organized retail in India, on its Rs795 million (US$10.9m) rights issue of equity shares. The rights issue has been filed under Part A, Schedule VI of the SEBI ICDR Regulations. Partner Haigreve Khaitan and executive director Sudhir Bassi led the firm’s team in the transaction, which was completed on August 25, 2020.
Majmudar & Partners has acted as Indian counsel to Cryoport on its approximately €49 million (US$58.3m) acquisition of the CRYOPDP group. Nasdaq-listed Cryoport has entered into an agreement to acquire CRYOPDP, a leading global provider of innovative temperature-controlled logistics solutions to the clinical research, pharmaceutical and cell and gene therapy markets. Headquartered in Paris, France, CRYOPDP has 22 global facilities in 12 countries, including India. The acquisition will provide significant complementary synergies from a geographic, as well as service and product support standpoint. As a unified platform, Cryoport and CRYOPDP will be able to provide market leading support to the most complex and high value life sciences product supply chains across the full spectrum of controlled temperature ranges, and create significant global cross-selling opportunities. Managing partner Akil Hirani, supported by partner Amrit Mehta, led the firm’s team in the transaction.
Maples Group has acted as BVI counsel to Universe Trek on its issuance of an aggregate of US$300 million guaranteed convertible bonds due 2025, which closed on July 8, 2020. Listed in Hong Kong, the bonds are guaranteed by, and convertible into shares of, Far East Horizon. Partner Derrick Kan led the firm’s team in the transaction, while Freshfields Bruckhaus Deringer and Tian Yuan Law Firm acted as English and Chinese counsel, respectively to the issuer and guarantor. Clifford Chance advised the managers.
Maples Group has also acted as Cayman Islands and BVI counsel to NagaCorp on its issuance of US$350 million 7.95 percent senior notes due 2024. The notes are listed in Singapore. Hong Kong-listed since 2006, NagaCorp operates the largest integrated resort in Cambodia and in the Mekong region. Partner Matt Roberts led the firm’s team in the transaction, while Ashurst advised as to US and Hong Kong laws and HML Law Group & Consultants advised as to Cambodian law. The initial purchasers, comprising Credit Suisse (Hong Kong), Morgan Stanley & Co International and UBS AG Hong Kong Branch, were advised by Latham & Watkins as to US law and by DFDL and Sarin & Associates as to Cambodian law.
Norton Rose Fulbright has advised DBS Bank on a S$200 million (US$147m) its revolving credit facility granted to Wii. The facility, guaranteed by Wilmar International, is Singapore’s first transaction pegged to Singapore Overnight Rate Average in the agribusiness sector. Like many jurisdictions around the world, Singapore is transitioning away from the Singapore Interbank Offered Rate over the next few years, with the Singapore dollar Swap Offer Rate also due to be discontinued by the end of 2021. Singapore managing partner Yu-En Ong, led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for DBS Bank and Oversea-Chinese Banking Corporation, as joint lenders and sustainability coordinators, on the grant of a S$700 million (US$514.4m) sustainability-linked loan to Keppel Merlimau Cogen for its gas-fired co-generation plant, the first sustainability-linked loan in Singapore’s energy sector. Partners Ng Sey Ming, Lee Weilin and Ho Mei Shi led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has also acted for CapitaLand Treasury, as borrower, and CapitaLand, as guarantor, on the grant of S$150 million (US$110m) sustainability-linked loan by Oversea-Chinese Banking Corporation, the first Singapore Overnight Rate Average-based loan in Singapore. Partners Ng Sey Ming, Lee Weilin and Ho Mei Shi also led the firm’s team in the transaction.
Shardul Amarchand Mangaldas & Co has advised Mindspace Business Parks REIT and The Blackstone Group on the initial offer of approximately 163.6 million units of Mindspace REIT. Valued at approximately US$601.36 million, the deal closed on August 4, 2020. This is the second IPO by an REIT in India, and the largest global REIT IPO completed this year, despite unique challenges due to the lockdown since March 2020. Partners Nikhil Naredi (capital markets), Monal Mukherjee (capital markets), Jay Gandhi (general corporate and funds), Mithun Thanks (general corporate), Shilpa Mankar Ahluwalia (banking and finance) and Gauri Chhabra (competition) led the firm’s team in the transaction. Khaitan & Co acted as Indian counsel, while Sidley Austin acted as international counsel to the book-running lead managers. Simpson Thacher & Barlett and Kirkland & Ellis acted as international counsel to Blackstone selling unitholders.
Shardul Amarchand Mangaldas & Co has also advised Reliance Retail Ventures, subsidiary of Reliance Industries, on the acquisition of the retail and wholesale business, through its wholly-owned subsidiary Reliance Retail and Fashion Lifestyle, and the logistics and warehousing business of the Future Group. The deal is valued at Rs247.13 billion (US$3.4b), subject to adjustments as set-out in the composite scheme of arrangement. Executive chairman Shardul Shroff and equity partner Puja Sondhi, supported by managing partner Pallavi Shroff and partners Sumeet Singh, Promode Murugavelu, Mrinal Kumar, Nitesh Jain, JV Abhay, Pooja Ramchandani, Shahana Chatterjee, Ashish Teni, Shweta Shroff Chopra, Aparna Mehra and Manika Brar, led the firm’s team in the transaction, which is subject to SEBI, CCI, NCLT, shareholders, creditors and other requisite approvals. Khaitan & Co, Trilegal and Wadia Ghandy & Co also advised on the transaction.
Simpson Thacher is representing Blackstone on its acquisition of Takeda Consumer Healthcare (TCH), a subsidiary of Takeda Pharmaceutical and a leading provider of over-the-counter medicines in Japan, based on an enterprise valuation for TCH of ¥242 billion (US$2.3b). The acquisition marks Blackstone’s second private equity transaction in Japan’s healthcare sector, following the acquisition of Ayumi Pharmaceutical in 2019. For more than 66 years, TCH’s flagship vitamin drug Alinamin has been a staple product in Japanese households. In addition to Alinamin vitamin tablets and drinks, TCH offers a platform of other over-the-counter products, including Benza Block, a leading symptom-based cold remedy. Partners Tony King (Hong Kong-M&A), Shahpur Kabraji (London-banking and credit), Lori Lesser (New York-IP) and Jonathan Goldstein (New York-tax) led the firm’s team in the transaction, which is expected to close by March 31, 2021 and is subject to regulatory approvals and customary closing conditions.
Simpson Thacher has also represented XPeng on its IPO and listing in New York. The offering comprised approximately 114.7 million American Depositary Shares, representing approximately 229.4 million Class A ordinary shares, after full exercise of the underwriters’ overallotment option. The total offering size was US$1.72 billion. Credit Suisse, JP Morgan and BofA Securities acted as the joint book-running managers of the offering and as the representatives of the underwriters. XPeng is one of China’s leading smart electric vehicle (Smart EV) companies. Xpeng designs, develops, manufactures and markets Smart EVs in China. Founded in 2015, Xpeng aims to bring Smart EVs to Chinese consumers through innovation in autonomous driving, smart connectivity and core vehicle systems. Capital markets partners Kevin Kennedy (Palo Alto), Celia Lam (Hong Kong) and Yi Gao (Hong Kong) led the firm’s team in the transaction.
Stephenson Harwood has advised The Continental Group on its acquisition of Juvo Wealth, a Hong Kong-based insurance broker company. The Continental Group is an insurance intermediary and financial services solutions provider, which has a presence in the UAE, Switzerland, India and Mauritius. Partners Kevin Lee and Jane Ng led the firm’s team in the transaction, which marks the expansion of The Continental Group’s business in Hong Kong.
WongPartnership has acted for Teckwah Industrial Corporation on its voluntary conditional cash offer of S$0.65 (US$0.48) per share. Partners Joseph He, Gerry Gan and Audrey Chng led the firm’s team in the transaction.
WongPartnership has also acted for AIMS APAC REIT Management, as the managers of AIMS APAC REIT, on the S$129.6 million (US$95.2m) proposed acquisition of a logistics warehouse within the Jurong Innovation District. Partner Angela Lim led the firm’s team in the transaction.
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