Deals – 12 August 2010

Allen & Gledhill LLP is also advising Tuas Power Generation Pte Ltd (Tuas Power) in respect of three gas sales agreements it has entered into with BG Singapore Gas Marketing Pte Ltd (BG) for the purchase of regasified liquefied natural gas, which to be delivered through the Singapore LNG Terminal over a period of up to 15 years. The total value of the three agreements is estimated to be S$5 billion (US$3.66b). Tuas Power is one of the first electricity generation companies in Singapore to enter into such agreements wtih BG for the purchase of regasified LNG. Partner Kelvin Wong led the transaction.

ARA LAW has advised Prem Durai Exports India, the garment division of PGC Industries & Group (PGC Group), in respect of its acquisition of a controlling stake in Switcher Holding SA, a Switzerland-based holding company engaged in retail of apparel mainly in the European market under the brand name ‘Switcher’ ‘Respect’ ‘Whale’. The acquisition has provided PGC Group with a foothold in the retailing business to the European market.

AZB & Partners has advised Matrix Partners India Investments LLC (Matrix) in respect of the issue to Matrix of equity shares representing in the aggregate 2 percent of the capital of Muthoot Finance Limited, the largest gold loan company in India. Partner Abhijit Joshi led the transaction which was valued at approximately US$17 million.

AZB & Partners has also advised Qualcomm Incorporated in respect of the availment by its subsidiary, Wireless Business Services Private Limited, of a facility, valued at approximately US$1 billion, from certain lenders for the purchase of Broadband Wireless Access spectrum which it won in an auction conducted by the Government of India’s Department of Telecommunications. Partner Vishnu Jerome led the transaction.

Baker & McKenzie has acted for the shareholders of Davis Langdon in Australia and New Zealand in respect of the company’s sale to AECOM Technology Corporation (AECOM). The agreement was announced on 5 August 2010. Davis Langdon provides cost and project management services to the property, construction and infrastructure industries in Africa, Australia, New Zealand, Europe, the Middle East and the US. AECOM provides global technical and management support services across a broad range of markets. The transaction, which is due to complete in October 2010, has involved the parallel sales of Davis Langdon operations in Australia and New Zealand, Europe and the Middle East, North America and Africa. Corporate partner Brendan Wykes led the transaction. Allens Arthur Robinson acted for AECOM Technology Corporation.

Baker & McKenzie.Wong & Leow has advised the Singapore subsidiary of Grandline International in respect of its acquisition of ibis Singapore, a prominent 538-room three-star hotel that opened in 2009. The Singapore hotel is the second-largest ibis hotel worldwide and the largest ibis hotel in Asia Pacific. It was purchased from Bencool 678 Ltd, a majority owner and a SPV backed by US firm The LaSalle Group, and AAPC Singapore Pte Ltd, a minority owner and part of the French hospitality giant Accor Group. The hotel will continue to be managed by the Accor Group, which is one of the world’s leading hotel management groups.

Clifford Chance has acted for funds advised by CVC Asia Pacific Limited and Standard Chartered Private Equity Limited in respect of the acquisition of the Avdel and Global Electronics & Commercial businesses from Acument Global Technologies. After completion of the deal, the businesses will trade as Infastech, one of the world’s largest producers of engineered mechanical fasteners headquartered in Singapore. Partner Andrew Whan led the firm’s advisory team.

Clifford Chance has also acted as transaction counsel for Emirates NBD PJSC (ENBD) in respect of its first ever securitisation of approximately AED1 billion (US$272m) of its auto loan portfolio in the UAE. The transaction involves the true sale of ENBD’s auto loans to private and commercial clients in the UAE. The ultimate notes are denominated in Japanese yen and have the benefit of a guarantee of principal repayments from Japan Bank for International Cooperation (JBIC). Partner Christopher Walsh led the firm’s advisory team. A team from Allen & Overy in London, led by partner Tim Conduit, advised Citi, which acted as the sole bookrunner on the transaction. A team from the firm’s Tokyo office, led by partner Jason Humphreys, acted as legal counsel to JBIC; whilst a further team from A&O, led by partner Morgan Krone, advised Citicorp Trustee Company as trustee for the transaction. Partner Anzal Mohammed provided Dubai law advice.

Corrs Chambers Westgarth and Minter Ellison have advised ESI Super (ESI) and SPEC Super (SPEC), respectively, in relation to their agreement to merge and create a A$3.4 billion (US$3b) fund. The merged fund will adopt SPEC’s administration model while ESI’s funds management and financial services team will be used to manage assets. Expected to be completed in March 2011, the merger will provide a number of benefits to members including more funds under management, presenting more investment opportunities at a lower cost, and cost savings of around A$2 million (US$1.8m) per year. The Corrs team was led by partner Christine Maher whilst the Minter Ellison team was led by partner Maged Girgis.

DLA Piper has represented Piper Jaffray as lead manager, and Cowen & Company, Oppenheimer & Co, and Newbridge Securities as co-managers, in respect of the IPO and NYSE listing of the shares of China New Borun Corporation, a leading producer of edible alcohol in the PRC. The IPO raised over US$40 million. The firm’s advisory team was led by Hong Kong partner Gene Buttrill, whilst the underwriters were advised by Commerce & Finance Law Firm as to PRC law.

Freshfields Bruckhaus Deringer has advised China Communications Construction Company Limited (CCCC) in respect of the acquisition by its subsidiary – Zhen Hua Engineering Co Ltd – of Friede Goldman United Ltd (F&G), one of the world’s leading providers of design services and equipment for offshore drilling rigs. The acquisition enhances not only CCCC Group’s world-leading early stage design capabilities, but also its ability to provide complex offshore construction solutions to Chinese and international customers. The firm’s advisory team included Hong Kong managing partner Ng Kay Ian and IP specialist partner Connie Carnabuci. The firm also acted on the financing with partner David Winfield leading the team representing HSBC.

Hogan Lovells has advised Petroleos de Venezuela (PDVSA) and Bandes (Ministry of Finance of Venezuela) in respect of two loan facilities from China Development Bank (CDB) with a combined value of US$20 billion. The financing involved oil sales contracts from PDVSA to China National United Oil (SINOIL), and required complex negotiations around three systems of law: the first US$10 billion facility is governed by English law; the second RMB70 billion (US$10b) facility is governed by Chinese law; and the oil contract are governed by Venezuelan law. The loans will be repaid with proceeds from the sale of 200,000 barrels of oil per day from PDVSA (on behalf of the Republic) to SINOIL. The transaction, which was formally signed in Caracas, Venezuela on 29 July 2010, represents the largest financing ever made by CDB and the largest Chinese financing in Latin America. The firm’s advisory team was led by partner Bruno Ciuffetelli in the Caracas office.

Khaitan & Co has advised HDFC Standard Life Insurance Limited in respect of the purchase of office premises, spread across 2 floors and covering a total carpet area of 71,242 square feet, in the ‘Lodha Excelus’ building, which is located in the prime business area of Mumbai. The purchase, valued approximately at US$43.5 million, was made from Suryakrupa Farms and Constructions Private Limited and Macrotech Constructions Private Limited. Partners Sudip Mullick and Savita Singh led the transaction.

Khaitan & Co has also advised China Development Bank (CDB) as the lender in respect of the external commercial borrowing (ECB) aggregating US$700 million granted to Aircel Limited, Aircel Cellular Limited and Dishnet Wireless Limited. The ECB was divided into two loan facilities of US$350 million each and will be utilized to finance the borrowers’ payment to their overseas Chinese suppliers. Senior partner Ravi Kulkarni and partners Upendra Joshi and Joy Jacob led the transaction.

Kim & Chang has represented The Korea Development Bank and other lenders in respect of a financing package extended to Pyeongtaek Energy Service Co Ltd (Pyeongtaek Energy) – a subsidiary of SK E&S Co Ltd – to finance the construction, development and operation of an 833 MW LNG-fired combined cycle power plant to be built in Gyonggi-do, Korea. The financing package comprises an extension of a senior credit facility, a mezzanine credit facility and a subordinated credit facility, and issuance of bonds which enables Pyeongtaek Energy to finance funds in the amount equivalent to KRW550 billion (US$464m). The transaction was led by partner Young-Kyun Cho.

Kim & Chang has also provided advice in respect of the refinancing of K Freesia, a vessel chartered by Korea Line Corporation. The senior tranche and junior tranche for the refinancing were valued at approximately US$133 million and US$33.3 million, respectively. The refinancing, which was necessitated by the lenders’ exercise of put options, has become the first sizeable ship financing project in Korea for 2010. Partner Hi-Sun Yoon led the firm’s advisory team.

Lee & Ko has advised KBIC No. 3 Private Equity Fund, which is managed by KB Investment Co Ltd, in respect of its KRW100 billion (US$85.8m) investment in WiBro Infra Co Ltd – a joint undertaking between KT Corp and Samsung Electronic Co Ltd – whose primary business is to install, sell and lease wireless broadband devices. Partner JW Lee led the firm’s private equity team.

Minter Ellison is advising Gloucester Coal Limited (Gloucester) in respect of its proposed A$437.5 million (US$394m) acquisition of the interests of Noble Group Limited (Noble) in the Middlemount Joint Venture, and in respect of its A$455 million (US$409.6m) equity capital raising. Middlemount JV owns the Middlemount project, an open-cut metallurgical coal development project located in Queensland’s Bowen Basin. The equity raising is not conditional on Gloucester shareholders approving the Middlemount acquisition. Noble is Gloucester’s largest shareholder and concurrently has a takeover offer for all the outstanding shares in the company it does not own, valuing Gloucester at approximately A$1 billion (US$899m). Gloucester’s proposal for the Middlemount JV does not affect that offer, which will remain open to Gloucester shareholders, but it does provide its shareholders with an alternative to consider – remaining a shareholder in the new Gloucester. Partners John Steven and Bart Oude-Vrielink are leading the firm’s corporate advisory team. A team from Clayton Utz, led by partner Rory Moriarty, is acting for Noble Group Limited.

Mori Hamada & Matsumoto has advised US-based private equity firm Kohlberg Kravis Roberts & Co (KKR) in respect of its agreement to acquire the Japan-based recruitment and consulting company Intelligence Ltd, for a consideration of JPY 32.5 billion (US$380m). The purchase, from listed Japan-based company Usen Corporation, which operates in broadcasting, contents delivery and recruitment consulting businesses, was completed on 29 July 2010 and has helped Intelligence to strengthen its business. The deal was led by Satoshi Kawai, Akiko Sueoka and Takayuki Kihira.

Mori Hamada & Matsumoto has also represented Unoh Inc, the Japan-based internet technology company and online social gaming provider, in respect of its sale to US-based online social gaming company Zynga Game Network Inc (Zynga). The acquisition is in line with Zynga’s plans for transforming the office in Tokyo into a strategic base for Japanese social game marketing. Zynga is a portfolio company of the US-based private equity firms Institutional Venture Partners, Tiger Global Management LLC, and Andreessen Horowitz. The deal was led by Atsushi Oishi, Yuko Noguchi and Manabu Katsumata.

O’Melveny & Myers LLP has represented the Special Committee of the Board of Directors of Solarfun Power Holdings Co Ltd (Solarfun), a leading manufacturer of solar PV cells and modules in China, in respect of a strategic transaction with Hanwha Chemical Corporation (Hanwha Chemical), which is a leading global chemical producer and an affiliate of one of Korea’s ten conglomerates, the Hanwha Group. The US$370 million transaction, which will give Hanwha Chemical a 49.99 percent stake in Solarfun, includes the issuance of approximately US$78 million newly issued shares by Solarfun as well as the exit sale by Solarfun’s two largest shareholders, its founding chairman Yonghua Lu and its largest investor Good Energies II LP. Solarfun intends to use the proceeds from the investment to fund its expansion plans and for general corporate purposes. Partners Doug Freeman, from the firm’s Hong Kong office, and Steven Tonsfeldt, from the firm’s Silicon Valley office, led the transaction.

Rajah & Tann has advised A-Bio Pharma Pte Ltd (A-Bio) in respect of the S$12.5 million (US$9m) subscription, by SGX-ST listed Luye Pharma Group Ltd (Luye Pharma) and Biomedical Sciences Investment Fund Pte Ltd (BMSIF), of Series B preferred shares in A-Bio, which is principally engaged in providing contract research, process development and manufacturing services to pharmaceutical and biotechnology companies which are developing mammalian-cell derived biological drugs. Prior to the investment, A-Bio was wholly-owned by BMSIF. Partner Danny Lim led the transaction. KhattarWong and Shook Lin & Bok LLP advised Luye Pharma.

Run Ming Law Office has advised Bank of Communions Finance Leasing Co Ltd (BCFL), a subsidiary of the publicly listed Bank of Communications, in respect of the financing and delivery of a new A320 aircraft. The aircraft was delivered to Spring Airlines on 29 July 2010. The transaction used a brand-new finance lease structure which involves the setting up of a special purpose vehicle established by BCFL in the Shanghai Integrated Free Trade Area. Executive partner Liu Yi led the firm’s advisory team.

Stamford Law Corporation is advising protection and waste recovery solutions specialist Sino-Environment Technology Group Limited (Sino-Environment) in respect of a non-binding memorandum of understanding entered into by its judicial managers with a consortium of investors represented by Hong Kong firm HLM Consulting Company (HLM). The investors have proposed to acquire a 51 percent majority stake in Sino-Environment on a fully diluted basis for S$7 million (US$5m). According to the judicial managers, HLM has agreed to work together with them to recover the company’s assets in the PRC as the pre-condition to subsequent definitive agreements on the proposed investment. As part of the proposed investment terms, the investors would also deposit to an escrow agent a sum of money which would be paid to Sino-Environment should the investment fail to complete. Directors Ashok Kumar and Soh Chun Bin lead the team.

Weil, Gotshal & Manges LLP has represented China Media Capital (CMC), China’s first private equity fund with a focus on investment in the media industry, in respect of its agreement with News Corporation to acquire a controlling stake in three Chinese television channels (Xing Kong, Xing Kong International and Channel [V] Mainland China) and News Corporation’s Fortune Star Chinese movie library. CMC seeks to identify investment opportunities in media businesses, both in China and internationally, and the agreement represents its first investment project. The firm’s advisory team included partners Peter Feist and Henry Ong of the Hong Kong office, Kevin Ban of the Shanghai office and Jeffrey Osterman of the New York office.

WongPartnership LLP has acted as Singapore counsel for a consortium comprising TPG Capital and The Carlyle Group in respect of a winning A$1.7 billion (US$1.5b) bid to acquire all of the ordinary shares in Healthscope Limited, a leading private healthcare provider in Australia, under a Scheme of Arrangement. The buyout is the first major private equity deal in Australia since 2007. Partner Chan Sing Yee acted on the matter.

WongPartnership LLP has also acted for Peak Retail Investments Pte Ltd in respect of its voluntary conditional cash offer to acquire all the issued and paid-up ordinary shares in the capital of RSH Limited. Partners Ng Wai King, Susan Wong, Choo Ai Leen and Linda Wee acted on the matter.

Weerawong, Chinnavat & Peangpanor Ltd has acted as Thai counsel to Credit Suisse and The Royal Bank of Scotland, as the initial purchasers, in respect of the issuance of US$500 million bonds by PTTEP Australia International Finance Pty, a subsidiary of PTT Exploration & Production Plc (PTTEP) which has guaranteed the bonds. The issuance was made pursuant to Rule 144A/Regulation S of the US Securities Laws and was closed on 20 July 2010. Partner Peangpanor Boonklum led the transaction. White & Case LLP acted as international counsel.

Weerawong, Chinnavat & Peangpanor Ltd has also represented the syndicated lenders – led by Bangkok Bank Plc, KASIKORNBANK Plc, TMB Bank Plc and TISCO Bank Plc – in respect of the THB13.5 billion (US$400m) credit facilities extended to True Visions Group Co Ltd (True Visions), a subsidiary of True Corporation Plc which is the largest cable TV, fixed-line and internet provider and one of the largest mobile phone operators in Thailand. True Visions will utilize the credit facilities to refinance all existing debt obligations within its Pay TV Group. The deal was closed on 15 June 2010. Partners Weerawong Chittmittrapap, Kulachet Nanakorn and Troy Schooneman led the transaction.