Deals – October 12, 2016

AZB & Partners has also advised ING Group on the sale of its 2.54 percent stake in Kotak Mahindra Bank. Partner Ashwath Rau led the transaction, which was valued at Rs36.5 billion (US$546.6m) and was completed on September 29, 2016.

Baker & McKenzie.Wong & Leow, the Singapore member firm of Baker & McKenzie International, has advised Newcom and Softbank Group as the sponsors on the development and financing for the construction of the 50MW Tstesii wind farm in southern Mongolia. The project will help supply Mongolia’s power demand with clean, eco-efficient electricity by harnessing the country’s inexhaustible wind resources, contributing to the trend of increasing adoption of renewable energy in Mongolia. The project is the second wind farm to be successfully developed by the private sector in Mongolia. The firm also advised on the first successfully developed wind farm in 2013. Principal Martin David, head of the Singapore project practice, supported by principal Ang Kim Hock and local principal Erik Bégin, led the transaction.

Cyril Amarchand Mangaldas acted as Indian counsel to Kotak Mahindra Bank on its Rs1.39 billion (US$20.8m) proposed acquisition of 99.94 percent of BSS Microfinance from its existing shareholders. BSS Microfinance is a non-banking finance company classified as an NBFC-MFI. Bangalore partner Avinash Umapathy is leading the transaction, which is subject to regulatory and other approvals and is expected to be completed by February 15, 2017. Wadia Ghandy & Co represented the existing shareholders.

Cyril Amarchand Mangaldas has also acted as Indian counsel to L&T Technology Services on its IPO of 10.4 million equity shares aggregating to Rs8.94 billion (US$133.8m) through an offer for sale by its promoter, Larsen & Toubro. Kotak Mahindra Capital, DSP Merrill Lynch, JM Financial Institutional Securities and SBI Capital Markets acted as the lead managers to the offer. The prospectus was filed on September 16, 2016, with allotment on September 21, 2016 and listing on September 23, 2016. Mumbai capital markets partners Yash Ashar and Nikhil Naredi led the transaction. Clifford Chance and S&R Associates were the international and domestic counsel, respectively, to the lead managers.

Davis Polk has advised the initial purchasers on a US$400 million Regulation S offering by Fantasia Holdings Group of its 7.375 percent senior notes due 2021. Fantasia Holdings is a leading property developer and property-related service provider in China. Partner William Barron led the transaction.

Davis Polk has also advised the joint lead managers on the US$250 million Regulation S offering by Shui On Development of its 4.375 percent notes due 2019. The notes are guaranteed by Shui On Land, one of the leading property developers in China and the flagship property company of the Shui On Group. Partner William Barron also led the transaction.

Dhir & Dhir Associates has advised National Aluminium Company, a Navratna Schedule A Central Public Sector Undertaking, on its approximately Rs28.34 billion (US$424.3m) buyback of approximately 22 percent of its equity shares. The offer opened on August 30, 2016 and closed on September 14, 2016. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised Power Finance Corporation on the Rs2.91 billion (US$43.6m) financial assistance to Acme Nizamabad Solar Energy to part finance the 50 MW solar PV power project at District Adilabad, State of Telangana. Partner Girish Rawat also led the transaction.

Hogan Lovells has advised Intermediate Capital Group (ICG) on its participation in a A$250 million (US$188.6m) Term Loan B facility for Iron Mountain Australia Group, a subsidiary of New York-listed Iron Mountain, a giant in the information management and storage services space. ICG is part of a lending syndicate which consists of a number of institutional investors, including Australian superannuation funds. The facility refinanced the US parent company’s indebtedness incurred at the time of the acquisition of Recall Holdings earlier this year, shifting the debt to the local Australian market. Partner Richard Hayes, head of acquisition and leveraged finance in Australia, supported by partner Scott Harris, led the transaction.

HSA Advocates has advised PTC India Financial Services on the Rs1.17 billion (US$17.5m) term loan facility to finance a 22.4 MW wind power project being set up in Andhra Pradesh. Associate partner Nilesh Chandra led the transaction.

HSA Advocates has also advised State Bank of Hyderabad on the Rs537.5 million (US$8m) term loan facility to finance the two-laning of the 47-km Garra Waraseoni Tumsar road up to Maharashtra border in Madhya Pradesh on design, build, finance, operate and transfer basis. Associate partner Nilesh Chandra also led the transaction.

J Sagar Associates has advised The Claridges Hospitality on the sale of its 100 percent shareholding to Azure Hospitality. Claridges has been running the iconic brand ‘Dhaba by Claridges’ under a retail model, through three standalone restaurants at Gurgaon and Delhi (Saket and Nehru Place). Goldman Sachs funded Azure’s acquisition. Partners Upendra Nath Sharma and Pallavi Puri led the transaction. Azure was represented by Nishith Desai Associates.

J Sagar Associates has also acted as sole Indian counsel to State Bank of India (SBI) on its issue, through its Dubai International Financial Centre branch, of US$300 million Additional Tier 1 notes under its US$10 billion medium term note programme. SBI is India’s largest bank. The transaction was India’s first issue of US dollar- denominated Additional Tier 1 bonds since the country implemented the Basel III guidelines for banks. Citigroup Global Markets, HSBC, JP Morgan Securities, Merrill Lynch International, National Bank of Abu Dhabi, SBICAP (Singapore) and Standard Chartered Bank were the joint lead managers. Partners Dina Wadia and Uttara Kolhatkar led the transaction.

Kirkland & Ellis is representing Sithe Global Power, an affiliate of New York-listed Blackstone Group, on the US$1.2 billion sale of its interests in GN Power Mariveles Coal Plant (GMCP) and GNPower Dinginin (GNPD) to Aboitiz Power, through its subsidiary Therma Power. GMCP is a 604 MW coal-fired power plant that has been operational since 2014 while GNPD is a new 2 x 668 MW facility under construction. Both facilities are in Bataan, Philippines. Corporate partners Andrew Calder, Rhett Van Syoc and Kfir Abutbul, tax partners Thomas Evans and Polina Liberman, antitrust partners Sally Southwell and Sarah Jordan, environmental transactions partner Paul Tanaka and debt finance partner Andres Mena are leading the transaction, which is subject to the approval of the Philippine Competition Commission and the Board of Investments. Sidley Austin, led by partner Nicholas Grambas and supported by partner David Gartside, represented Aboitiz Power.

Maples and Calder has acted as Cayman Islands and BVI counsel to Bank of East Asia on the sale of its subsidiary Tricor Holdings to global private equity firm Permira Funds for HK$6.47 billion (US$833.7m). Founded in 2000, Tricor is a leading Hong Kong-based corporate services provider across 20 markets globally, with a strong presence in the Asia Pacific region. Partner Greg Knowles, supported by partners Tim Clipstone and Martin Livingston, led the transaction, which was announced on October 5, 2016 and is subject to regulatory approval. Walkers, led by partners Denise Wong and Amelia Hall, acted as BVI and Cayman Islands counsel to Permira Funds. Freshfields Bruckhaus Deringer also advised Permira.

MinterEllison is advising Hitachi Construction Machinery (HCM) on an all cash takeover offer for Australia-listed Bradken. The offer represents an enterprise value of A$976.1 million (US$737m) for Bradken. HCM’s offer has been unanimously recommended by the Bradken Board, in the absence of a superior proposal and subject to an independent expert concluding that it is fair and reasonable. At the successful conclusion of the offer, Bradken will become a key part of HCM’s global mining and industrial services business. Its head office will remain in Newcastle (New South Wales). Tokyo-listed and headquartered HCM is a leading global manufacturer and supplier of construction and mining machinery, as well as machinery consumables and parts. Bradken manufactures fully machined cast iron and steel products and is a global supplier to the resources, energy and freight rail industries. It has 24 manufacturing facilities and sales and service centres across Australia, New Zealand, the USA, Canada, the UK, India, Indonesia, Malaysia, South Africa, South America and China. Partners Alberto Colla and Bart Oude-Vrielink, supported by partners Geraldine Johns-Putra, Geoff Carter, David Moore, John Mosley, Con Boulougouris and Michael Gajic, is leading the transaction. Mori Hamada & Matsumoto, Locke Lord and McMillan are acting as Japanese, US and Canadian adviser, respectively. Allen & Overy is advising Bradken.

Norton Rose Fulbright has advised DBS Bank on a S$190 million (US$138m) debt refinancing, governed by Singapore law, to Eu Yan Sang International and certain subsidiaries. Eu Yan Sang specialises in traditional Chinese medicine and integrative healthcare. It currently runs more than 300 retail outlets in Hong Kong, Macau, China, Malaysia, Singapore and Australia, and operates a chain of TCM clinics in Singapore and regionally. The refinancing was required following a voluntary conditional cash offer for all the shares of Eu Yan Sang by Righteous Crane Holding, an SPV set up by a consortium which includes the Eu family, Cayman Islands established investment holding vehicle Tower Capital TCM Holdings and Temasek Holdings indirect wholly-owned subsidiary Blanca Investments. Security was provided by various members of the Eu Yan San Group of companies across Singapore, Hong Kong, Macau, PRC, Malaysia, Australia and the Cayman Islands. The offer process concluded on September 27, 2016, while the Singapore delisting of Eu Yan Sang International was scheduled on October 7, 2016. Partner Yu-En Ong, supported by partner Scott Millar, led the transaction.

Rajah & Tann Singapore has acted as Singapore counsel to DBS Bank and United Overseas Bank on the credit card receivables securitisation programme originated by Diners Club (Singapore). This is the renewal of a multi-tranche asset-backed securitisation programme, pursuant to which Diners Club (Singapore) will sell, on an on-going basis, credit card receivables to an SPV, approved by the Monetary Authority of Singapore, which has issued qualifying debt securities to investors. Partners Abdul Jabbar and Lee Xin Mei led the transaction which was valued at up to S$223 million (US$161.7m).

Rajah & Tann Singapore is also advising CITIC Environment (International), the principal consortium partner with KKR China Water Investment Holdings and key management personnel, on KKR’s disposal of S$390.08 million (US$282.8m) shares in Singapore-listed CITIC Envirotech to China Reform Puissance Overseas. The consortium controls CITIC Envirotech, a leading membrane-based water and wastewater treatment and recycling solutions provider, focused in industrial water and wastewater segment, mainly in chemical, petrochemical and industrial parks. Partner Danny Lim is leading the transaction, which was announced on October 3, 2016 and is yet to be completed. Paul, Weiss, Rifkind, Wharton & Garrison acted for KKR China Water Investment Holdings while Jones Day acted for China Reform Puissance Overseas.

SCL Law Group advised Global Utilities Services on a contract to design and construct water supply system for industry and pipelines with S Napa (Thailand), a leader in water and environmental technology. The over β300 million (US$8.5m) contract involves the design, installation and commissioning of a water supply system for industry and pipelines for a project within an industrial estate in a remote province of Thailand. Partner Khun Nilobon Tangprasit led the transaction.

SCL Law Group has also advised Gheco One, a leading private producer of electricity and industrial utilities in Thailand, on a contract relating to an engineering, procurement, installation, testing and commissioning contractor. Partner Khun Nilobon Tangprasit also led the transaction.

Shardul Amarchand Mangaldas & Co has acted as sole counsel on the qualified institutions placement by Satin Creditcare Network of approximately 4.53 million equity shares aggregating to Rs2.5 billion (US$37.4m). Satin Creditcare is the fifth largest microfinance institution in India. Edelweiss Financial Services and Religare Capital Markets acted as the lead managers. Partner and capital markets national practice head Prashant Gupta led the transaction, which closed on October 3, 2016.

Simpson Thacher’s Hong Kong office has represented Honma Golf on its IPO in Hong Kong and Rule 144A/Regulation S offering of approximately 134 million ordinary shares, prior to the exercise of the overallotment option, which raised approximately HK$1.34 billion (US$172.7m) in gross proceeds. Honma’s ordinary shares are listed in Hong Kong. Morgan Stanley Asia acted as the sole sponsor and global coordinator and, with Nomura International (Hong Kong), as joint lead managers. Honma is one of the most prestigious and iconic brands in the golf industry. Founded in 1959, Honma predominantly designs, develops, manufactures and sells a comprehensive range of aesthetically crafted and performance-driven golf clubs. Honma ranks among the top ten golf brands and is the number one brand for premium golf clubs in the world in terms of retail sales in 2015. Partners Christopher Wong and Chris Lin led the transaction. Paul Hastings, led by partner and chair of Greater China Raymond Li and partners Nan Li and Zhaoyu Ren, represented Morgan Stanley Asia and Nomura International (Hong Kong).

Skadden is advising Endurance Specialty Holdings on a definitive agreement with Sompo Holdings for Sompo’s acquisition of 100 percent of the outstanding ordinary shares of Endurance for approximately US$6.3 billion in cash. Partners Todd Freed (financial institutions / insurance M&A), Jon Hlafter (financial institutions / insurance M&A), Sally Thurston (tax), Neil Leff (executive compensation and benefits) and Robert Stirling (corporate and financial institutions / insurance; London) are leading the transaction, which was announced on October 6, 2016.

Troutman Sanders has advised Quanzhou Huixin Micro-credit on its Hong Kong IPO. Changjiang Corporate Finance (HK) is the sole sponsor while Changjiang Securities Brokerage (HK) is the sole global coordinator and lead manager. Huixin has the second largest registered capital among microfinance companies by the end of 2015 and was the largest licensed microfinance company in Fujian Province in terms of 2015 revenue. Huixin’s H-share offering raised approximately HK$271million (US$35m). Partners Allen Shyu and Rossana Chu led the transaction.

Weil has advised Baring Private Equity Asia on its acquisition from TPG Capital of HCP Holdings (China), a designer and manufacturer of primary packaging containers for the cosmetics, skincare and fragrance industries. China-based HCP Packaging, supported by controlling shareholder Baring Private Equity Asia, has reached an agreement to acquire a 100 percent stake in France-based SIMP from Omnes Capital and other shareholders, subject to closing prerequisites. SIMP will bring important new product capabilities to HCP’s wide range of packaging solutions for the leading beauty brands and supplement HCP’s vast product development and manufacturing capabilities in China / North America with a presence in Europe. Asia private equity partner Tim Gardner led the transaction.

Winkler Partners has represented The Scotch Whisky Association (SWA) on obtaining the registration of certification marks for “SCOTCH WHISKY” in English and Chinese characters (蘇格蘭威士忌) for Scotch whisky in Taiwan. The SWA heralded the registrations as “a legal breakthrough” that will give consumers even greater confidence in the quality of what they are buying as well as a further boost to Scotch whisky producers exporting to Taiwan, the fourth biggest market for Scotch by value with exports worth £75 million (US$91.8m) in the first six months of the year. These geographic certification mark registrations in Taiwan will make it easier to take legal action against anyone trying to produce or sell fake Scotch in the future. Partner Christine Chen led the transaction.