Deals – September 23, 2015

Allen & Gledhill has also advised LMIRT Capital Pte Ltd and HSBC Institutional Trust Services (Singapore) Ltd (HSBSIT), as trustee of Lippo Malls Indonesia Retail Trust (LMIR Trust), in respect of the establishment of a S$1 billion (US$702.3m) euro medium term securities programme by LMIRT Capital and HSBCIT. LMIRT Capital is a wholly-owned subsidiary of LMIR Trust. Under the programme, LMIRT Capital and HSBCIT may issue medium term notes which, in the case of notes issued by LMIRT Capital, is unconditionally and irrevocably guaranteed by HSBCIT. HSBCIT may issue perpetual securities. Partners Glenn Foo and Sunit Chhabra led the transaction.

AZB & Partners has advised Johnson Controls Inc and Johnson Controls (India) Private Ltd in respect of the Indian leg of their sale of The Global WorkPlace Solutions to CBRE South Asia Private Ltd. The global transaction was valued at INR98.28 billion (US$1.49b). Partners Percival Billimoria and Sachin Mehta led the transaction which was completed on 1 September 2015.

AZB & Partners has also advised International Finance Corp in respect of its acquisition on a private placement basis of YES Bank Ltd’s 3,150 senior rated listed unsecured redeemable non-convertible debentures. Partners Gautam Saha and Amrita Patnaik led the transaction which was valued at INR3.15 billion (US$47.7m) and was completed on 5 August 2015.

Clayton Utz, alongside Freshfields, has acted for HKSE-listed Biostime International Holdings Ltd, the Chinese infant formula producer, in respect of its agreement to take control of Australian health-supplement maker Swisse Wellness Group Pty for A$1.3 billion (US$914.5m). The company will pay A$1.34 billion (US$914.5m) in cash and issue 20.5 million new shares as payment for the 83 percent stake. Melbourne-based Swisse Wellness is controlled by the family of founder Kevin Ring and management. HSBC and ANZ Banking Group helped to fund the deal. Clayton Utz national corporate practice group head Rory Moriarty and partners Niro Ananda (private equity) and Alex Schlosser (banking), alongside Simon Weller and Daniel French, Partners at Freshfields led the transaction. HSF acted for Swisse.

Clifford Chance has advised BofA Merrill Lynch, CITIC CLSA Securities, SBI Capital Markets and Axis Capital as the lead managers in respect of the approximately US$600 million Regulation S / Rule 144A qualified institutions placement of approximately 56.9 million equity shares at INR702 (US$10.60) per share of Indiabulls Housing Finance Ltd (IHFL). Listed on the BSE and the National Stock Exchange of India, IHFL is one of the largest housing finance companies in India. Partner Rahul Guptan led the transaction whilst J Sagar Associates acted as Indian counsel. IHFL was advised by Luthra & Luthra on Indian law.

Herbert Smith Freehills has advised Energy Development Corp (EDC) in respect of contracts with South Korea’s Hyundai Engineering Co Inc and its Philippine affiliate Galing Power & Energy Construction Co Inc for the engineering, procurement and construction of EDC’s 31MW Bac-Man 3 geothermal power plant in Sorsogon Province in the Philippines. Based in Manila, EDC is the world’s second-largest producer of geothermal power. The company’s clean and renewable energy portfolio now comprises more than 1,169MW of integrated geothermal projects, as well as hydro, solar and wind power assets across the Philippines. The approximately PHP7.6 billion (US$162.3m) Bac-Man 3 project is expected to be operational by the end of 2017. Partner Toby Anderson led the transaction.

J Sagar Associates has advised Silver Spark Apparel Ltd, a wholly-owned subsidiary of Raymond Ltd, in respect of its acquisition of the entire shareholding in Robot Systems Private Ltd from Gokaldas Exports Ltd and Gautam Chakravarti for INR285 billion (US$4.3b). Partner Jamshed Bhumgara led the transaction. The sellers were represented by Khaitan & Co Bangalore.

Khaitan & Co has advised Metropolis Healthcare Ltd and the Shah family (promoters) in respect of the sale by GSK Velu of his 36.5 percent stake to Carlyle. Metropolis Healthcare runs a chain of diagnostic centres across the country and in Sri Lanka, United Arab Emirates, South Africa, Kenya, Mauritius and Ghana. Partner Haigreve Khaitan and associate partner Anuj Sah, supported by partners Sanjay Sanghvi and Kumar Saurabh Singh and executive director Dinesh Agrawal, led the transaction.

Khaitan & Co has also advised Metrod Malaysia and MetTube Malaysia in respect of the acquisition of The Leela Goa, a 206 key five star resort spread over 50 acres of land, by Ceres Hotels Private Ltd, a wholly-owned Indian subsidiary of MetTube, for US$115 million. The hotel will be transferred to Ceres by way of a slump sale under a business transfer agreement. Headquartered in Malaysia, Metrod is a leading manufacturer of oxygen-free copper rod, wire and strip. MetTube is part of the Lord Bagri-promoted Metdist Group, a diversified portfolio company which has built a global presence in both metals trading and fabrication industries, as well as other sectors such as apparel, real estate and insurance in more recent years. Partners Savita Singh and associate partner Kartick Maheshwari, assisted by partners Shishir Mehta and Avaantika Kakkar and associate partners Manisha Shroff and Anshul Prakash, led the transaction.

Kirkland & Ellis is advising the special committee of the board of directors of Nasdaq-listed Vimicro International Corp, a leading video surveillance technology and solution provider in China, in respect of its ‘going private’ acquisition by a buyer group which includes Dr. Zhonghan (John) Deng and Zhaowei (Kevin) Jin, Vimicro’s co-chief executive officers. The merger agreement was announced on 15 September 2015. Hong Kong corporate partners David Zhang and Jesse Sheley are leading the transaction whilst Kirkland & Ellis is serving as US advisor. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian is serving as US advisor to the buyer group.

Norton Rose Fulbright has advised the Cognita group in respect the issuance of £280 million (US$429.6m) high yield bonds listed on the Euro-MTF market of the Luxembourg Stock Exchange and a £60 million (US$92m) super senior revolving credit facility. Cognita is a worldwide group of 66 schools in Europe, Latin America and South-East Asia. The funds raised will be used for the refinancing of existing group debt in the UK, Spain, Thailand, Vietnam and Singapore, through downstream capitalisations and shareholder loans. The initial purchasers are KKR Capital Markets Ltd, Morgan Stanley & Co International plc, Barclays Bank plc, HSBC Bank plc and Commerzbank Aktiengesellschaft. The arrangers to the RCF are Morgan Stanley Bank International Ltd, Barclays Bank plc, Commerzbank AG London Branch and HSBC Bank plc. The initial transaction closing and the bonds were listed on 7 August 2015. There are two further staggered closings occurring within the next 80 days. Singapore partner Sheela Moorthy, supported by Bangkok partner Tassanai Kiratisountorn and London partners Angela Savin and Matthew Hodkin, led the transaction.

Norton Rose Fulbright is also acting for a consortium comprised of funds managed by AMP Capital and Infrastructure Capital Group (ICG) in respect of its acquisition of Port Hedland International Airport. The transaction documents, signed on 15 September 2015, included an agreement to enter into a 50-year long-term lease pursuant to which the AMP and ICG consortium will acquire a 100 percent interest in the Port Hedland International Airport from the Town of Port Hedland. The airport is located between the towns of Port Hedland and South Hedland. Both general passenger and freight flights operate to and from the airport. Sydney corporate partner Nigel Deed, assisted by Brisbane partner Tom Young, led the transaction.

Rajah & Tann is acting as Singapore counsel to China Merchants Property Development Co Ltd, primary listed on the Shenzhen Stock Exchange and secondary listed on the Main Board of the SGX-ST, in respect of its RMB57.3 billion (US$8.97b) merger with its controlling shareholder China Merchants Shekou Industrial Zone Holdings Co Ltd, wholly-owned by China Merchants Group Ltd. As part of the PRC merger, China Merchants Property will make an exit offer to shareholders on the SGX-ST and delist from the SGX-ST consequently. The China Merchants Property group is principally engaged in property construction and development businesses in the PRC. Partners Danny Lim and Chia Lee Fong are leading the transaction.

Rodyk & Davidson has advised real estate investment advisor Pamfleet, on behalf of British Virgin Island-incorporated investment vehicle Tuckman Ltd, in respect of its S$127.1 million (US$89.36m) acquisition from Reef Lodge Pte Ltd and Ang MingChiang of the entire interest in JSCL Investments Pte Ltd. JSCL is the registered proprietor of Homestay Lodge, a workers’ dormitory development comprising 10 blocks of about 6,000 beds. The property is held by JSCL under a leasehold estate from the Housing and Development Board (HDB). The acquisition was subject to the approval of HDB. As part of the transaction, the firm also acted for JSCL in the secured term loan facilities of up to S$76.26 million (US$53.62m) granted to JSCL to refinance its existing loans and for on-lending to Tuckman to partially finance the acquisition. Moreover, the firm advised on the asset management agreement between JSCL and a third party asset manager for the management of the property and the dormitory business. Real estate partner Norman Ho and corporate partner Jacqueline Loke led the transaction.

Shook Lin & Bok is acting for Enviro-Hub Holdings Ltd in respect of its proposed acquisitions for approximately S$290.1 million (US$203.8m) of: (1) 20 percent of the total issued share capital of BS Bendemeer Pte Ltd and 20 percent of the total issued ordinary share capital of Kranji Development Pte Ltd from BS Investors Pte Ltd; (2) 87.5 percent of the total issued share capital of Carros Project Management Pte Ltd from BS Capital Pte Ltd; (3) 49 percent of the total issued share capital of EH Property & Investments Pte Ltd from BS Capital; (4) the entire issued share capital of Enviro Property Pte Ltd from Enviro-Power Pte Ltd; and, (5) the entire issued share capital of Marina Country Club Pte Ltd from Marina Investment Holding Pte Ltd and Quek Ngak Yeong. Partner Tan Wei Shyan is leading the transaction.

Skadden is advising The Carlyle Group Inc, Actis LLC and Sequoia Capital China in respect of the approximately US$1.3 billion sale of an 81 percent stake in Keystone Lodging Holdings Ltd, owner of Plateno Group, to Shanghai Jinjiang International Hotels Development Co. Plateno Group took 7 Days Group Holdings Ltd private in 2013 with funding from the private equity sponsors. Partners Gregory Miao, Peter Huang and Daniel Dusek are leading the transaction.

Skadden is also advising The Carlyle Group in respect of the investment by Safari Group Holdings Ltd and Safari Group CB Holdings Ltd (both beneficially owned by Carlyle Group), together with IDG Alternative Global Ltd (an affiliate of IDG Capital Partners) and SouFun’s management (mainly founder and CEO Vincent Mo) of between US$400 million and US$700 million (50 percent of which will be convertible notes) to purchase SouFun Holdings Ltd’s newly issued Class A ordinary shares and convertible notes. SouFun Holdings is the leading real estate internet portal in China. Partners Gregory Miao, Peter Huang, Daniel Dusek, Brian Breheny and Clive Rough are leading the transaction.

Weerawong, Chinnavat & Peangpanor.has advised Master Ad PLC (MACO) in respect of a joint venture with Malaysia-based EYE Ball Channel to manage outdoor media spaces at the Kuala Lumpur International Airport. The JV company, MACO Outdoor, will have the rights to manage large advertising spaces under a concession of a local business partner. The JV is part of MACO’s plan to expand throughout the ASEAN Economic Community. Partner Veeranuch Thammavaranucupt led the transaction.

WongPartnership has acted for The Hongkong and Shanghai Banking Corp Ltd (HSBC Bank) as sole arranger and dealer and DB International Trust (Singapore) Ltd as notes trustee in respect of the establishment of a S$150 million (US$105.4m) multicurrency medium term note programme by Keong Hong Holdings Ltd; and for HSBC Bank, as sole book-runner and lead manager in respect of the inaugural issuance of S$50 million (US$35.14m) 6 percent notes by Keong Hong Holdings Ltd under its S$150 million (US$105.4m) multicurrency medium term note programme. Partners Hui Choon Yuen, Goh Gin Nee and Trevor Chuan led the transaction.

WongPartnership has also advised Singapore Exchange Securities Trading Ltd in respect of its collaboration with Clearbridge Accelerator Pte Ltd to develop and grow a capital-raising platform for entrepreneurs and small and medium-sized enterprises through the provision of a grant to Capbridge Pte Ltd, the wholly-owned subsidiary of Clearbridge Accelerator established to carry out the project. Partner Chan Sing Yee led the transaction.