Ashurst has advised Crown Resorts on the sale, through its wholly-owned subsidiary Crown Asia Investments (CAI), of its remaining shareholding in Melco Resorts & Entertainment (MRE) back to MRE, through a share repurchase which was completed on May 15, 2017. MRE bought back 165.3 million ordinary shares, equivalent to approximately 55.1 million MRE American depositary shares and representing 11.2 percent of MRE’s ordinary shares outstanding, for US$7.04 per ordinary share or US$21.11 per ADS. As a result, Crown no longer holds an interest in MRE or the Macau market, the shareholders’ agreement between CAI and Melco International Development was terminated, and Crown no longer holds the right to appoint a director to the MRE Board. The approximately US$987 million proceeds will initially be used to reduce Crown’s net debt. Concurrently with the repurchase, MRE launched an offering of approximately 27.8 million ADSs and approximately 82 million ordinary shares in MRE. Under the offering, approximately 15.8 million ADSs were purchased by the underwriters for resale and approximately 82 million ordinary shares were delivered to Melco subsidiary Melco Leisure and Entertainment Group to satisfy obligations to return securities as part of cash-settled swap transactions entered into in December 2016. Moreover, Crown terminated each of the cash-settled equity swaps entered into in December 2016 that referenced approximately 27.3 million of MRE’s ADSs and the cash-settled equity swap entered into in March 2017 that referenced 12 million of MRE’s ADSs. Australia head corporate partner Phil Breden and finance practice co-head partner Jamie Ng led the transaction.
Ashurst is also acting for China Development Bank on an approximately US$4.5 billion financing for the Jakarta-Bandung High Speed Rail Project. The loan agreement was signed at a ceremony witnessed by the Chinese and Indonesian presidents during the recent “Belt and Road Forum for International Cooperation” in Beijing. This landmark project is one of the largest infrastructure projects and the first high speed railway project in Indonesia. It is also one of the highest profile exports of Chinese high speed rail technologies and products, and is seen by the Chinese government as a pilot project for its Belt-and-Road Initiative. Partner Chen Chin Chuan, supported by partners Lee Macdonald, Simon Irvine, Patrick Phua, Terence van Poortvliet, Ronnie King, Rob Palmer and Jean Woo, led the transaction. Indonesian law advice was provided by the firm’s associated Jakarta office, Oentoeng Suria & Partners, led by partner Atik Susanto. Chinese law advice was provided by partner Fan Lei of the firm’s alliance partner Guantao Law Firm. Hadiputranto, Hadinoto & Partners is acting for the borrower.
AZB & Partners has advised KKR India Asset Finance on its investment, through a facility loan, in Signatureglobal (India). Partners Sai Krishna Bharathan and Sugandha Asthana led the transaction, which was valued at Rs2 billion (US$31m) and was completed on May 2, 2017.
AZB & Partners has also advised Havells India on its acquisition of Lloyd Electric and Engineering’s consumer durables business division. Senior partner Hardeep Sachdeva led the transaction, which was valued at Rs16 billion (US$247m) and was completed on May 8, 2017.
Bird & Bird ATMD has acted for Singapore-listed Singapore Press Holdings (SPH), the main media organisation in Singapore, on its entry into the healthcare sector with the acquisition of all of the shares and intellectual property of Orange Valley Healthcare for approximately S$164 million (US$118m). This is the largest non-property acquisition made by SPH, which positioned the deal as the first of potentially more in the healthcare space, in light of the healthcare needs of Singapore’s ageing population in the long term. Partner Marcus Chow led the transaction.
Clifford Chance has acted as international counsel for IDFC Bank, Credit Suisse India, ICICI Securities and IndiaInfoline as the underwriters on IRB InvIT Fund’s US$785 million IPO in India. This is India’s first ever infrastructure investment trust. The transaction established a new form of funding for infrastructure developers in the country. Partner Rahul Guptan, supported by partners Johannes Juette and Owen Lysak, led the transaction.
Clifford Chance has also acted as international counsel for Merrill Lynch India, Kotak Mahindra Capital and Morgan Stanley India as the lead managers on Kotak Mahindra Bank’s US$901 million qualified institutional placement in India. Partner Rahul Guptan, supported by partners Johannes Juette and Avrohom Gelber, led the transaction, which is the second-largest ever Indian qualified institutional placement and the largest for 2017. AZB & Partners, led by partners Varoon Chandra, Lionel D’Almeida and Kashish Bhatia, advised Kotak Mahindra Bank.
Clove Legal has represented Mswipe Technologies, a mobile point of sale service provider, on the acquisition of the offline merchant acquiring business of PayU Payments. Partner Amit Sirsikar led the transaction.
DLA Piper has advised SMG China on an agreement to manage one of the world’s largest convention and exhibition centres, the Shenzhen International Convention and Exhibition Centre in China. SMG is a worldwide entertainment, convention and venue management company based in Pennsylvania, USA. It has four decades of experience managing public facilities around the world. The cooperation will see SMG operating and managing the Shenzhen International Convention and Exhibition Centre, with an aim to create a world class convention and exhibition centre. Invested by China Merchants Shekou Industrial Zone Holdings and Overseas Chinese Town, the project is strongly supported by the Shenzhen government. The construction of the centre started in September 2016. Once completed, it will cover 500,000 square meters of indoor and outdoor area, adding another landmark to the booming city of Shenzhen. Corporate partner Gloria Liu led the transaction.
Khaitan & Co has advised Radius Sumer Developers, a leading real estate developer in Mumbai, on its issue of secured, unlisted, unrated, taxable, redeemable, non-convertible debentures aggregating to approximately US$36 million to Edelweiss Finance, under a revenue sharing arrangement in relation to the development of a tower titled ‘Habour Heights’, which is jointly developed by Radius Group and Sumer Group, at Reay Road, Mazgaon, Mumbai. Partner Kumar Saurabh Singh led the transaction.
Khaitan & Co has also advised the Calcutta Electric Supply Corporation (CESC) on a proposed restructuring through a composite scheme of arrangement, involving the amalgamation of (1) CESC Infrastructure, Spencer’s Retail and Music World Retail with the company; (2) Spen Liq with RP-SG Business Process Services; and (3) New Rising Promoters with Crescent Power. The transaction also involves the demerger of (1) the generation undertaking of CESC to Haldia Energy; (2) Retail Undertakings to RP-SG Retail; and (3) IT Undertaking to RP-SG Business Process Services. Moreover, the deal involves the reduction and cancellation of the existing share capital of Haldia Energy, RP-SG Retail and RP-SG Business Process Services; and the listing of the equity shares of Haldia Energy, RP-SG Retail and RP-SG Business Process Services in India. CESC is the Kolkata-based flagship company of the RP-Sanjiv Goenka Group with a turnover of over Rs72 billion (US$1.11b). It is an Indian electricity generation and the sole distribution company administered by the Kolkata municipal corporation. Partners Haigreve Khaitan and Mehul Shah, supported by executive directors Sudhir Bassi and Arvind Baheti and partners Aniket Agarwal and Dibyanshu Sinha, led the transaction.
Luthra & Luthra has advised CJ Logistics, one of Korea’s largest and most successful logistics company, on the acquisition of a 50 percent stake in DARCL Logistics, a multi-modal logistics company operating through over 200 branches across India. The transaction is a combination of primary investment and secondary acquisition at an aggregate value of US$50.6 million. CJ is South Korea’s largest parcel delivery service company. This transaction is expected to pave the way for the Korean company to tap into the world’s second-most populated country with burgeoning logistics demand, and broaden its logistics network across the Asian region. The company has been expanding aggressively in the Asian continent, having developed its presence in the Philippines and Malaysia in the recent past. Partner Shinoj Koshy led the transaction.
Paul, Weiss has represented Tencent on the Series C financing of Yixin Capital, a subsidiary of New York-listed Bitauto that provides an online platform for automotive financing. Tencent invested in Yixin in this round of financing with other investors, including Bitauto, China Orient AMC International and others. This round of financing involves up to Rmb4 billion (US$580m) investment into Yixin. The firm also assisted Tencent on its participation on the Series B financing of Yixin. Upon closing, expected by the end of May, Tencent will remain Yixin’s second largest shareholder. Corporate partners Jeanette Chan and Tong Yu led the transaction.
Paul, Weiss has also advised an affiliate of China media and internet conglomerate Tencent on its Series H preferred stock investment in Smule, a US-based social media music company and developer. Tencent joined Adams Street Partners and Bessemer Ventures, among others, in the US$54 million financing round. Corporate partners Jeanette Chan, Chuck Googe, Steven Williams and Tong Yu, litigation partner Aidan Synnott and employee benefits partner Lawrence Witdorchic led the transaction.
Shardul Amarchand Mangaldas & Co has acted as Indian counsel to JM Financial Institutional Securities, Axis Capital and Credit Suisse Securities (India) as the book-running lead managers on the IPO of S Chand, a leading Indian education content company, which delivers content, solutions and services across the education lifecycle. Approximately 10.9 million equity shares were offered, including approximately 4.8 million equity shares through a fresh issue by the company and approximately six million equity shares offered by certain S Chand shareholders, including approximately 4.8 million equity shares by Everstone Capital Partners II. The prospectus was registered with the Registrar of Companies, National Capital Territory of New Delhi and Haryana on May 2, 2017. Capital markets national practice head partner Prashant Gupta, supported by partner Sayantan Dutta, led the transaction, while Clyde & Co acted as international counsel. AZB & Partners advised S Chand as to Indian law.
Shardul Amarchand Mangaldas & Co has also advised HP on its proposed acquisition of the global printer business of Samsung Electronics. This was the first time that the Competition Commission of India (CCI) was assessing a transaction in the printer segment. CCI approved the transaction on April 28, 2017. Partners Naval Satarawala Chopra and Aparna Mehra led the transaction, while Skadden, Arps, Slate Meagher & Flom acted as global counsel.
Simpson Thacher has represented Polaris CG Singapore on the formation of Tiara CG Private Equity Fund 2017 (Tiara II) and Crown CG Private Equity Fund 2017 (Crown). Crown completed its fundraising process on April 13, 2017 while Tiara II completed its fundraising process on April 20, 2017, with total aggregate commitments among these funds of ¥37.35 billion (US$336m). An onshore fund managed by Polaris Capital Group completed its fundraising with total commitments of ¥37.65 billion (US$338.7m) on April 27, 2017, bringing the aggregate commitments among these funds to ¥75 billion (US$674.8m). Hong Kong partner Adam Furber led the transaction.
Skadden has represented Bumi Serpong Damai on the Regulation S offering of US$70 million 5.5 percent guaranteed senior notes due 2023. The notes, which are listed in Singapore, were issued by Bumi Serpong Damai’s finance subsidiary incorporated in Singapore, and are guaranteed by Bumi Serpong Damai and certain of its other subsidiaries. The notes are consolidated, and form a single series with, the issuer’s outstanding US$200 million 5.5 percent guaranteed senior notes due 2023 issued in October 2016. Bumi Serpong Damai is the largest property development company in Indonesia, based on market capitalisation, with one of the largest land banks among the country’s property developers. Partners Jonathan Stone and Rajeev Duggal led the transaction.
