Allen & Gledhill has advised PSA International and PSA Treasury on the issue of S$650 million (US$486.8m) 2.88 percent notes due 2027, under their US$5 billion global medium term note program. PSA International 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 acted as transaction counsel to Sembcorp Industries (SCI) on the issue of S$300 million (US$216.3m) 3.735 percent sustainability-linked notes due 2029 by Sembcorp Financial Services (SFS), under the S$3 billion (US$2.16b) multicurrency debt issuance program established by SCI and SFS. Including the notes, Sembcorp Group will have successfully raised approximately S$1.4 billion (US$1b) of green and sustainable financing within a year to support its strategic transformation from brown to green. Partner Bernie Lee led the firm’s team in the transaction.
AZB & Partners is advising Shell Overseas Investments, a wholly-owned subsidiary of Shell, on its Rs119 billion (US$1.54b) acquisition from Actis Solenergi of 100 percent shareholding in Solenergi Power, direct shareholder of the Sprng Energy group of companies in India. Partners Ashwath Rau, Atreya Bhattacharya, Anuja Tiwari, Veena Gopalakrishnan, Nikunj Maheshwari, Hemangini Dadwal and Aditya Singh Chandel are leading the firm’s team in the transaction, which was signed on April 29, 2022 and is yet to be completed.
AZB & Partners has also advised WestBridge AIF I, along with co-investors MMPL Trust and Konark Trust, on its Rs2.3 billion (US$29.8m) acquisition, along with other investors, of stake via series B funding round in The WoodenStreet Furnitures. Partners Gautam Saha and Amrita Patnaik led the firm’s team in the transaction, which was completed on April 27, 2022.
Clifford Chance has advised a consortium, comprising of Bain Capital Credit, Arcadia Capital and affiliates of the leadership team of Bridger Aerospace Group, on the consortium’s acquisition and recapitalization of Aviation Training Holdings, the global operator of flight simulation training services provider Ansett Aviation Training (AAT). AAT is a global provider of flight simulation training services, and simulator housing and maintenance services. It has facilities in Brisbane, Melbourne, Milan and Taiwan, and is the largest independent provider of simulation services in Australia. The funds provided by the consortium were applied to acquire 100 percent of the shares in AAT, and facilitated a recapitalization of its balance sheet, including both a reduction of its existing debt levels and the investment of additional capital. That recapitalization involved the repayment or amendment of six separate financing arrangements across Australia, Italy and Taiwan. Partner Andrew Crook, with Australia partners Mark Gillgren and Elizabeth Hundt Russell, led the firm’s team in the transaction.
Cyril Amarchand Mangaldas has advised listed company Adani Wilmar on its acquisition of the renowned Basmati rice brand ‘Kohinoor’ from McCormick Switzerland. The transaction will give Adani Wilmar exclusive rights over the brand ‘Kohinoor’ in the Basmati rice category, including ‘Ready to Cook’, ‘Ready to Eat’ curries and meals portfolio under the Kohinoor Brand umbrella in India. Adani Wilmar is a joint venture incorporated in 1999 between the Adani Group, a multinational diversified business group with significant interests across transport and logistics, and energy and utility sectors, and the Wilmar Group, one of Asia’s leading agribusiness groups, which was ranked as the seventh largest listed company by market capitalization in Singapore, as of September 30, 2021. Partner Smruti Shah led the firm’s team in the transaction, which closed on May 3, 2022.
Harneys has acted as BVI and Cayman counsel on instructions from Winston & Strawn, to Saitech on its US$188 million de-SPAC transaction with TradeUP Global. Saitech is a global energy-saving bitcoin mining operator and a clean-tech company that integrates Bitcoin mining, heating and power industries, while TradeUP Global is a publicly traded special purpose acquisition company (SPAC). The transaction values the company, which generated revenue of approximately US$8 million in the first half of 2021, at US$188 million. The company expects to use the proceeds from the transaction to invest in Saitech’s growth initiatives and recycled energy technologies, and to provide additional working capital, in addition to covering transaction-related costs. Estimated cash proceeds to Saitech from the transaction are expected to consist of TradeUP Global’s US$44.9 million of cash in trust (assuming no redemptions). In connection with the closing of the transaction, TradeUP Global will change its name to SAI.TECH Global; its Class A ordinary shares and warrants commenced trading on the Nasdaq on May 2, 2022. Partner George Weston, supported by partner Christopher Hall, led the firm’s team in the transaction, which was completed on April 29, 2022.
Harneys has also acted as Cayman Islands counsel to Luckin Coffee on the provisional liquidation proceedings in the Cayman Islands, and the holistic restructuring of Luckin Coffee’s liabilities, including the restructuring of New York law-governed US$460 million 0.75 percent convertible senior notes due 2025 via a scheme of arrangement in the Cayman Islands, and a US$175 million settlement of a US Federal Class Action commenced by certain purchasers of the company’s Nasdaq-listed American Depositary Receipts. This was an innovative and complex restructuring, considering that Luckin Coffee was balance-sheet solvent, but had difficulties around repayment due to illiquid onshore assets and foreign exchange restrictions in China preventing the transfer of sufficient funds offshore. Global restructuring practice head Chai Ridgers and Cayman Islands litigation, insolvency and restructuring head and managing partner Nick Hoffman, supported by partner Jayson Woods and Hong Kong partners Paul Sephton and Raymond Ng, led the firm’s team in the transaction, while Davis Polk acted as international adviser.
IndusLaw is advising Gem Paints on the acquisition by Astral of 51 percent controlling stake in the operating paint business of Gem Paints in an all-cash deal. The balance 49 percent equity stake will be acquired in tranches by Astral over a period of five years. Partners Pallavi Kanakagiri and Ankita Gupta are leading the firm’s team in the transaction, which was initially valued at Rs1.94 billion (US$25m). Astral was represented by Khaitan & Co.
JSA has advised Mindtree on its merger with Larsen & Toubro Infotech. At their respective meetings on May 6, 2022, the Boards of Directors of both independently listed IT services companies approved a composite scheme of amalgamation of both entities under the Larsen & Toubro Group. The proposed integration will see them join strengths to create an efficient and scaled up IT services provider exceeding a valuation of US$22 billion. The name of the combined entity will be LTIMindtree, leveraging the advantages of both the brands and creating value for all the stakeholders. Partner Aarthi Sivanandh, supported by partner Niruphama Ramakrishnan, led the firm’s team in the transaction, which is subject to shareholder and regulatory approvals.
JSA has also advised Sentinel One, a cybersecurity platform company delivering autonomous security for endpoints, containers, cloud workloads and IoT devices, on its acquisition of Attivo Networks and its Indian subsidiary Attivo Network Security India in a cash and stock transaction. Attivo is a leading identity security and lateral movement protection company. Joint managing partner Vivek Chandy and partner Pallavi Puri, supported by direct tax practice head Kumarmanglam Vijay and partner Shareen Gupta, led the firm’s team in the transaction, which was valued at US$616.5 million.
Khaitan & Co is advising Astral (formerly known as Astral Poly Technik) on its subscription to Rs1.94 billion (US$25m) optionally convertible debentures of Gem Paints. Partners Anand Mehta and Rajeev Vidhani are leading the firm’s team in the transaction, which was signed on April 29, 2022 and is estimated to be completed on March 31, 2023.
Khaitan & Co is also advising Upgrad Education on its acquisition, via secondary sale by existing shareholders, of 53.73 percent share capital of INSOFE Education, payable partly by cash and partly by share swap, and on the terms and conditions for the subsequent merger of INSOFE Education with UpGrad Education. INSOFE Education is promoted by Kaizen Private Equity II of Singapore. Partners Monika Srivastava and Sanchit Agarwal, supported by partners Pranjal Prateek and Shailendra Bhandare, led the firm’s team in the transaction, which was announced on May 2, 2022.
Paul Hastings has advised leading Chinese real estate developer Sino-Ocean Group Holding, as the guarantor, on the issuance of US$200 million 3.8 percent credit enhanced green notes due 2025, by its wholly-owned subsidiary Sino-Ocean Land Treasure IV. HSBC, China Zheshang Bank Hong Kong Branch and China Minsheng Banking Corp (Hong Kong Branch) acted as the joint global coordinators, joint lead managers and joint book-runners; ABC International acted as the joint lead manager and joint book-runner, while HSBC acted as the sole green structuring bank for this transaction. Recently, the firm also advised Sino-Ocean Land Treasure IV on its issuance of US$200 million 2.7 percent guaranteed green notes due 2025, and the issuance of US$320 million 2.7 percent guaranteed green notes due 2025, both guaranteed by Sino-Ocean Group. Corporate partner Vivian Lam led the firm’s team in the transaction.
Rajah & Tann Singapore has advised Lion City Rentals and M&T Investments on the establishment of a S$500 million (US$360m) secured medium term note program, and the issuance of two series of sustainability-linked notes. This is the first auto asset-backed securitization in Singapore, and the notes are the first sustainability-linked asset-backed securities in Singapore. Partners Lee Xin Mei and Eugene Lee led the firm’s team in the transaction.
Rajah & Tann Singapore is also advising the judicial managers of Singapore-listed Sen Yue Holdings on its S$9 million (US$6.5m) placement of shares to investors, coupled with creditors’ schemes of arrangement, as part of the company’s resumption of trading proposal. Capital markets and M&A partners Danny Lim and Cheryl Tay are leading the firm’s team in the transaction, together with restructuring and insolvency partner Sim Kwan Kiat.
Simpson Thacher is representing Kohlberg Kravis Roberts & Co on the tender offer by its affiliate, and subsequent related transactions to acquire Hitachi Transport System (HTS), a supply chain solutions provider for customers who outsource logistics functions, such as logistics system integration, inventory and order control, logistics center operations, factory logistics, and transportation and delivery services. In connection with the tender offer, the offeror has entered into an agreement with Hitachi whereby, following a share consolidation after the successful completion of the tender offer, HTS will acquire Hitachi’s 39.91 percent holding in a share buyback. Thereafter, Hitachi will reinvest by acquiring 10 percent of shares with voting rights in the parent company of the offeror, while KKR will retain ownership of the remaining 90 percent. The planned acquisition contemplates a tender offer price of ¥8,913 (US$68.49) per share, and a share buyback price of ¥6,632 (US$50.97) per share. The commencement of the tender offer is subject to the fulfillment of certain regulatory approvals and other conditions. Partners Noritaka Kumamoto (Tokyo-M&A), Ian Ho (Hong Kong-M&A), Makiko Harunari (Hong Kong), Étienne Renaudeau (London) and Marcy Geller (New York-tax) led the firm’s team in the transaction.
Simpson Thacher has also represented J-Star on the formation of the J-Star No.5 Series Funds, a ¥75 billion (US$576.4m) Japan-focused buyout fund series. The J-Star No.5 Series Funds are the fifth Japan buyout fund series managed or served by J-Star. Partners David Azcue (Tokyo) and Adam Furber (Hong Kong), Nancy Mehlman (New York-tax), Makiko Harunari (Tokyo), Owen Lysak (London-private funds) and Rony Rothken (New York-private funds) led the firm’s team in the transaction.
S&R Associates has represented Goldman Sachs (India) Securities on the delivery of a fairness opinion on the share exchange ratio to the Board of Directors of listed IT services company Mindtree in the proposed merger of Larsen & Toubro Infotech and Mindtree. Partners Rajat Sethi and Sudip Mahapatra led the firm’s team in the transaction.
WongPartnership is acting for virtual care and digital medicine company Biofourmis on its US$300 million Series D investment round, led by growth equity firm General Atlantic. The funding round increases Biofourmis’ valuation to US$1.3 billion, surpassing unicorn status. With this investment, Biofourmis plans to scale up its virtual care offerings. Partner Kyle Lee is leading the firm’s team in the transaction.
WongPartnership has also acted for CIMB Bank, DBS Bank, The Hongkong & Shanghai Banking Corporation and United Overseas Bank on Keppel Infrastructure Trust’s proposed issuance of S$250 million (US$180m) notes with an interest rate of 4.11 percent per annum due 2027, under its S$2 billion (US$1.44b) multicurrency debt issuance program. Partner Trevor Chuan led the firm’s team in the transaction.
