Below are the latest deals for the week of March 3rd, 2021.
Allen & Gledhill has advised Surbana Jurong on the issue of S$250 million (US$187.6m) 2.48 percent sustainability-linked notes due 2031, under its US$1 billion multicurrency debt issuance programme. Surbana Jurong issued the notes under its newly established Sustainable Finance Framework. This is believed to be the first Singapore dollar-denominated sustainability-linked bond, and the first public sustainability-linked bond issuance from a Southeast Asian based company. This is also the first Asian sustainability-linked bond to feature a premium step-up structure at maturity. The framework is prepared in line with the Sustainability Linked Bond Principles (2020) developed by the International Capital Markets Association, and helps boost Surbana Jurong’s efforts to translate the United Nations Sustainable Development Goals, set out in the 2030 agenda, into concrete and measurable actions. Partners Margaret Chin and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill has also advised First REIT Management, as manager of First Real Estate Investment Trust (First REIT), and Perpetual (Asia), as trustee of First REIT, on the S$260 million (US$195m) loan facilities to First REIT, entered into by Perpetual with Oversea-Chinese Banking Corporation and CIMB Bank Singapore Branch. The facilities include a term loan facility of S$178.5 million (US$134m) and a revolving credit facility of S$42.5 million (US$31.9m), with an accordion option for a S$39 million (US$29.3m) increase in commitments. Partners Jerry Koh, Jonathan Lee and Foong Yuen Ping led the firm’s team in the transaction.
Ashurst has represented Tyme, a global digital banking group, on establishing a joint venture with JG Group, one of the largest conglomerates in the Philippines, to create one of the first digital banks, and potentially the first foreign invested joint venture in the digital banking business in the country. The Philippines has significant unbanked population and its central bank approved a new framework for establishing and licensing digital banks in November 2020. Tyme will contribute its intellectual property and expertise in digital banking to the JV, while JG Group members will leverage their local banking and retail networks to help facilitate the business. As one of the Philippines’ first digital bank, the JV will set an example for other potential market entrants in offering innovative financial services to the market. Partner Joshua Cole led the firm’s team in the transaction.
AZB & Partners is advising Bharti Airtel on its acquisition of the 20 percent equity stake held by Warburg Pincus affiliate Lion Meadow Investment in Bharti Telemedia. The Rs31.26 billion (US$426m) consideration is to be paid partly in cash and partly in kind, by issuance of equity shares to Bharti Airtel. Partners Gautam Saha and Swati Chauhan are leading the firm’s team in the transaction, which was signed on February 17, 2021 and is yet to be completed.
AZB & Partners has also advised United States International Development Finance Corporation on the up to US$50 million long-term loan facility, via an external commercial borrowing, it provided to Sitara Solar Energy for setting up a 100 MW solar plant in Rajasthan, India. Partners Gautam Saha and Pallavi Meena led the firm’s team in the transaction, which was signed on January 15, 2021 and was completed on February 11, 2021.
Baker McKenzie has advised Town Health International Medical Group on the successful resumption of the trading of its shares in Hong Kong starting March 1, 2021, since its suspension in 2017. This marks an important case in Hong Kong, where the Securities and Futures Commission has permitted the trading of the company’s shares to recommence under section 9(3) of the Securities and Futures (Stock Market Listing) Rules (Chapter 571V of the Laws of Hong Kong), subject to certain conditions. Town Health provides medical and dental services in Hong Kong, manages healthcare networks and provides third-party medical network administrator services in Hong Kong, and provides medical and dental services, as well as hospital management and related services, in China. Hong Kong partner Lawrence Lee, supported by partner Roberta Chan, led the firm’s team in the transaction.
Clifford Chance has advised HSBC, as lead manager, on the issuance of Singapore Airlines’ 1.65 percent S$850 million (US$637.7m) five-year convertible bonds listed in Singapore. The transaction marks the largest convertible bond from a Singapore-based issuer in a decade, and the largest conversion premium achieved by an airline issuer in Asia (ex-Japan). The firm also acted for Citi and DBS, as arrangers on the update of, and increase in, the programme limit of Singapore Airlines’ multicurrency medium term note programme to US$10 billion; for DBS and UOB on a private placement of S$500 million (US$375m) fixed rate notes under the programme, which closed concurrently with the convertible bond issue; and for Citi, HSBC and Bank of America on the issuance of Singapore Airlines’ benchmark US$500 million three percent notes due 2026, which marks Singapore Airlines’ first US dollar bond issuance. Singapore partner Gareth Deiner led the firm’s team in the transaction, while partner Johannes Juette acted for the trustee.
Clifford Chance has also advised China State Shipbuilding Corporation on the merger controls and foreign direct investment filings for its merger with China Shipbuilding Industry Corporation. The merger of the two largest Chinese shipbuilders represents a combined asset value of approximately US$115 billion, making the merged entity the largest shipbuilding company in the world. Partner Yong Bai, supported by Brussels partners Richard Blewett and Anastasios Tomtsis and Moscow partner Torsten Syrbe, led the firm’s team in the transaction.
Davis Polk has advised JOINN Laboratories (China) on its IPO and listing in Hong Kong and Rule 144A and Regulation S global offering. The gross proceeds from the offering amounted to HK$6.5 billion (US$838m), prior to any exercise of the over-allotment option. JOINN Laboratories is a non-clinical CRO focused on drug safety assessment, with an expanding portfolio of R&D services. Its A shares have been listed in Shanghai since August 2017. Corporate partners Li He and Yang Chu led the firm’s team in the transaction, which is the largest healthcare IPO in Asia and the largest Hong Kong offering by an A-share listed company, since the firm advised Tigermed IPO in 2020.
J Sagar Associates has advised Grupo Bimbo on the proposed acquisition of Modern Food Enterprises from Everfoods Asia. Mexico-listed Grupo Bimbo is a Mexican multinational bakery product manufacturing company. Its subsidiary, Ready Roti, owns the brand ‘Harvest Gold’. Everfoods is a packaged foods platform controlled by Everstone Group, that had acquired Modern in 2015 from Hinustan Unilever. With the proposed transaction, Grupo Bimbo will have a strong foothold in the Indian bread and bakery segment. Partner Sidharrth Shankar, supported by partners Prakriti Jaiswal, Rupinder Malik, Rajul Bohra, Ananya Kumar, Rajat Joneja, Bharat Bhushan Sharma and Vaibhav Choukse, led the firm’s team in the transaction.
Khaitan & Co has acted as Indian counsel to Kentech Corporate Holdings (UAE) on its acquisition of the oil and gas business of SNC-Lavalin Group (USA), including the acquisition of its Indian subsidiary SNC Lavalin Engineering India. Structured as an acquisition of both shares and assets, the acquisition is a multi-jurisdictional transaction, involving operations in over 20 jurisdictions. The combined group will have a global workforce of over 10,000 people, with a sales pipeline of over US$7 billion. Partner Rabindra Jhunjhunwala led the firm’s team in the transaction. White & Case, led by partners Ian Bagshaw and Richard Jones, also advised on the deal. Norton Rose Fulbright Canada represented SNC-Lavalin Group.
Khaitan & Co has also advised EdgeConneX (USA) on a joint venture agreement between its affiliate, EdgeConneX Europe, and Adani Enterprises to establish DC Development Chennai for setting up, operating and managing data center business in India. The JV will focus on building a network of hyperscale data centers in India to set up 1GW of data center capacity over the next decade. EdgeConneX is a leading technology driven global data center provider, with 50 facilities in over 30 markets and expertise in developing and operating data centers around the world. Partners Rajat Mukherjee and Ashraya Rao, supported by partners Sudheer Madamaiah, Gahan Singh and Shivanshu Thaplyal, led the firm’s team in the transaction. Allen & Overy Singapore also advised EdgeConneX. Adani Enterprises was represented by Clifford Chance London and Cyril Amarchand Mangaldas.
Mayer Brown has advised Minsheng Financial Leasing and certain of its subsidiaries on a French court-approved restructuring of the Bourbon Maritime Group. Minsheng Leasing is one of the largest financial leasing institutions in China and has significant portfolios of shipping, aviation and equipment assets. Minsheng Leasing independently negotiated a customized deal with Bourbon Maritime and the working group of creditors to successfully restructure its existing leasing arrangements and obtain a conversion of its outstanding claims into shares in Société Phocéenne de Participations, the newly formed parent company of Bourbon Maritime. As a result of the restructuring, Bourbon Maritime was able to reduce the group’s debt by more than €1.5 billion (US$1.8b). The restructuring process, which finally concluded in December 2020 after almost three years of negotiations and judicial proceedings, ideally will enable Bourbon Maritime to carry out its strategic action plan going forward. Banking and finance partner Conor Warde (Hong Kong), supported by partners Bill Amos (litigation and dispute resolution – Hong Kong), Patrick Teboul (banking and finance – Paris) and Tom Thraya (corporate and securities – Dubai), led the firm’s team in the transaction.
Paul Hastings has represented the founders of Apex International on the acquisition of Apex by Zurich-listed Kuehne+Nagel International, the leading global transport and logistics company with shares listed in Zurich. With global headquarters in Hong Kong and Asia headquarters in Shanghai, Apex is a leading freight forwarder with 1,600 employees, and generates yearly turnover of over US$2.34 billion. In 2020, the company handled total air freight volume of approximately 750,000 tons and sea freight volume of 190,000 TEU. The acquisition is the largest in the 130-year history of Kuehne+Nagel, which in addition to shares from the founders, also acquired the controlling stake in Apex from MBK Partners. Following the closing of the transaction, the founders will retain a minority stake in Apex, and the current management team will continue to lead Apex. The firm also represented the founders on their 2017 sale of the controlling equity stake in Apex to MBK Partners. Jia Yan, co-chair of the mainland China offices, led the firm’s team in the transaction.
Proskauer has advised world-leading hospitality group Accor on the sale of a 1.5 percent stake in Huazhu Group for €239 million (US$287m). Following the sale, Accor will own a 3.3 percent stake in Huazhu. This transaction is part of the ongoing strategic alliance between both groups. In 2016, the firm assisted Accor in establishing that relationship and purchasing its existing interests in Huazhu. In 2019, the firm advised Accor on the US$451 million sale of a five percent stake in Huazhu. Partners Jeff Horwitz, co-head of the private equity real estate group and hospitality, gaming and leisure group, and Tuval Tal, co-head of the hospitality, gaming and leisure group and head of the firm’s Hong Kong and Beijing offices, supported by capital markets partners Dan Forman (New York) and Peter Castellon (London) and corporate partner Jeremy Leifer (Hong Kong), led the firm’s team in the transaction.
Rajah & Tann Singapore, member firm of Rajah & Tann Asia, has acted for Quona Capital on leading Ula’s US$20 million Series A financing round together with B Capital, with participation from existing investors Lightspeed India and Sequoia Capital India. Partners Brian Ng, Paul Ng and Lorena Pang led the firm’s team in the transaction.
WongPartnership is acting for the manager of Keppel REIT on the private placement of new units to raise gross proceeds of S$270 million (US$203m). Partners Long Chee Shan and Loh Jen Vern led the firm’s team in the transaction.
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