Deals – 18 August 2011

Allen & Gledhill is also advising Luma Investments Ltd and CVCIGP Luma Holdings Ltd in respect of their voluntary unconditional cash offer, through a consortium with Novo Tellus Capital Partners and certain Luma Investments key shareholders, for all the issued and paid-up ordinary shares in the capital of JK Yaming International Holdings Ltd for approximately S$111.6 million (US$93m). Partners Andrew M Lim and Hilary Low led the transaction.

Allen & Overy has advised Australia’s largest carrier, Qantas Airlines, through its subsidiary Jetstar Airways Pty Ltd (Jetstar), in respect of a joint venture with Japan Airlines and Mitsubishi Corporation to establish Jetstar Japan, a new low-cost carrier flying domestic and international from Japan. The total capitalisation commitment for the new airline is up to JPY12 billion (US$156.8m). In addition, the initial fleet of 24 aircraft will be externally financed. Partner Michael Reede led the advisory team.

Allens Arthur Robinson has advised the senior lenders of retail investment and management organisation Centro Properties Group (CNP) in respect of the proposed restructure and aggregation of Centro Retail Group (CER) and certain Centro unlisted funds to form a new listed Australian property fund (AREIT). Under the agreement, CNP will cancel its senior debt in exchange for stapled securities in the new AREIT, which it will receive via the aggregation transaction, pursuant to a creditors’ scheme of arrangement. The transaction, valued at A$3.1 billion (US$3.27b), was announced on 9 August 2011 and is subject to regulatory and stakeholder approvals Partners Simon Lynch, Craig Henderson and Penny Nikoloudis led the transaction. Arnold Bloch Leibler and Bracewell & Giuliani acted for the majority of the CNP senior lender group whilst Freehills advised CNP. Clayton Utz and Maddocks acted for CER; Johnson, Winter & Slattery advised Direct Property Fund and Centro Australia Wholesale Fund; and McMahon Clarke represented the Centro group property syndicates.

Amarchand Mangaldas has represented Bank of Tokyo Mitsubishi-UFJ Singapore and acted as lenders counsel for an ECB facility of US$200 million granted to Steel Authority of India Ltd. Partner Harry Chawla led the transaction.

AZB & Partners has advised L&T Finance Holdings Ltd in respect of its IPO of equity shares aggregating up to approximately US$275 million in the Bombay Stock Exchange and the National Stock Exchange of India. L&T Finance offers a diverse range of financial products and services across the corporate, retail and infrastructure finance sectors. The company is part of the Larsen & Toubro Group, one of India’s leading conglomerates. Partner Shameek Chaudhuri led the transaction which was completed on 6 August 2011. Clifford Chance, led by partner Edward Bradley, advised the lead managers composed of JM Financial, Citigroup, HSBC, Barclays Capital, Credit Suisse and Equirus Capital.

Clyde & Co has advised Insurance Australia Group (IAG), one of Australasia’s largest publicly-listed P&C insurers, in respect of its recently announced acquisition of a 20 per cent stake in Chinese insurer Bohai Insurance for approximately A$100m (US$105.5m). Bohai Insurance, predominantly a motor insurer, was launched in 2005 and has annual gross written premiums in excess of A$200m (US$211m).

Colin Ng & Partners has acted for Ascend Group Pte Ltd in respect of its sale and leaseback of an industrial premises at 39 Ubi Road 1 Singapore 408695 to HSBC Institutional Trust Services (Singapore) Ltd. Partner Ho Soo Lih led the transaction which was valued at S$32 million (US$26.6m). Allen & Gledhill acted for the manager of the REIT whilst Shook Lin & Bok acted for the trustee of the REIT.

Duane Morris & Selvam has represented PT Supraco Lines, a subsidiary of Indonesian listed company PT Radiant Utama Interinsco Tbk, in respect of its acquisition of a mobile offshore production unit (MOPU) – a mobile oil platform operating in Indonesian waters – for US$35 million. Directors Peter Doraisamy and Colin Jarraw led the transaction.

Duane Morris & Selvam represented Singapore-based pharmaceutical firm A2 Bioscience Pte Ltd in respect of its issue of convertible preferred shares and warrants to raise funds for its business expansion. The transaction was structured in two tranches. The first tranche was subscribed by certain accredited investors from the US and Singapore. The second tranche was taken up by SPRING SEEDS Capital, a Singapore government organisation that funds startups on a co-investment basis. Managing director Arfat Selvam led the transaction.

Gilbert + Tobin has advised Industry Funds Management (Nominees) Ltd as a mezzanine investor in respect of the non-conforming residential mortgage backed notes issued pursuant to the Pepper NC Mortgage Warehouse Trust. Pepper Australia Pty Ltd used the proceeds to fund the acquisition of a A$5 billion (US$5.28b) residential mortgage portfolio originated by GE Capital Australia and New Zealand. The transaction, considered as one of the largest whole loan transactions in Australian history, was led by partner Duncan McGrath.

Gide Loyrette Nouel has advised the Carlsberg Group (Carlsberg) in respect of the formation of a joint venture with Chongqing Brewery Co Ltd (CBC) and Chongqing Light Textile Holdings (Group) Co Ltd (CLT). This transaction follows Carlsberg’s recent acquisition of an additional shareholding from 17.46 per cent to 29.71 per cent in Shanghai-listed CBC, making Carlsberg the largest shareholder in CBC. CLT is CBC’s other main shareholder. The JV, Chongqing Xinghui Investment Co Ltd (CXI), will be owned 51.42 per cent by CBC, 18.58 per cent by CLT and 30 per cent by Carlsberg. The JV parties intend that CXI will operate 12 breweries in China. CBC will contribute ownership of five breweries, CLT will contribute ownership of seven breweries and Carlsberg will make a cash contribution of approximately RMB204 million (US$31m). The transaction, which is conditional upon various approvals, is led by partner Warren Hua.

J Sagar Associates, along with US firm Covington & Burling, has advised Disney which is seeking to buy-out its Indian partners in the UTV joint venture for US$454 million. If Disney’s buyout from the Indian partners is consummated, the US media company will wholly own UTV, and Ronnie Screwvala, the Indian promoter of UTV, would head the Indian business of Disney, including other existing businesses. The transaction is subject to regulatory approvals from the FIPB, RBI and the Competition Commission of India. Once these approvals are in place, Disney will launch a delisting offer to the shareholders of UTV and, if successful, Disney will acquire the entire stake of Ronnie Screwvala and his affiliates in UTV. Partners Somasekhar Sundaresan and Vikram Raghani led the transaction.

Khaitan & Co has advised global financial service provider Standard Chartered Bank in respect of a US$460 million term loan facility provided to State Bank of India acting through its Hong Kong branch for general corporate, general banking and working capital purposes. Partner Devidas Banerji acted on the matter.

Khaitan & Co advised Mitsubishi Logistics Corporation in respect of its investments in Jupiter Global Ltd (JGL). After closing, Mitsubishi Logistics will hold 49 per cent shares in JGL. Mitsubishi Logistics Corporation, a group company of the Mitsubishi Group, is engaged in warehousing and global logistics services. Partner Zakir Merchant acted on the matter.

Mayer Brown JSM has advised XacBank LLC, one of Mongolia’s leading commercial banks in respect of the establishment of its US$300 million Euro Medium Term Note Programme. XacBank is aiming to expand its funding sources. ING Bank NV and UBS AG acted as the joint bookrunners. Partner Jason T Elder led the transaction.

O’Melveny & Myers has represented China Eastern Airlines in respect of its offering of RMB2.5 billion (US$390m) principal amount of 4 per cent guaranteed bonds due 8 August 2014. The offering was made under Regulation S to offshore institutional investors located primarily in Hong Kong and Singapore and is governed under Hong Kong law. HSBC, Deutsche Bank, China International Capital Corporation and Agricultural Bank of China acted as joint lead managers and joint bookrunners. China Eastern Airlines intends to use the net proceeds for working capital and other general corporate purposes. Counsel Andrew Hutton and partners Neil Campbell and Li Qiang led the transaction.

Paul Hastings has advised China Rongsheng Heavy Industrial Group Holdings Ltd (China Rongsheng), one of China’s largest heavy industries groups, in respect of securing a US$220 million syndicated loan from a consortium of banks led by Crédit Agricole Corporate and Investment Bank and guaranteed by the Import-Export Bank of China. The US dollar denominated loan is expected to be used to complement its working capital and manage its foreign exchange risks, as a significant volume of its orders are from overseas customers. Partners Raymond Li and Vivian Lam led the transaction.

Shook Lin & Bok’s Singapore office has acted for ARA Trust Management (Suntec) Ltd, manager of Suntec Real Estate Investment Trust (Suntec REIT), in respect of the establishment of a S$500 million (US$416.5m) multicurrency medium term note programme and the issue of S$150 million (US$125m) 3.1 per cent fixed rate notes due 2016 by HSBC Institutional Trust Services (Singapore) Ltd (as trustee of Suntec REIT) under the programme, and these are to be placed with institutional and/or accredited investors. Partners Liew Kai Zee and Marilyn See led the transaction.

Watson, Farley & Williams’ Singapore office has advised a syndicate of lenders led by The Bank of Tokyo-Mitsubishi UFJ Ltd Singapore Branch as agent and Unicredit Bank AG Singapore Branch as security trustee, in respect of the financing of two long range product tankers acquired for US$92 million by FSL Trust Management Pte Ltd (FSL) from Torm Singapore Pte Ltd, a wholly owned subsidiary of Torm A/S. The two vessels were immediately leased back to the sellers for a base lease term of seven years. These latest acquisitions bring FSL’s fleet size to a total of 25 vessels and were funded by a US$515 million revolving credit facility provided by the lenders. The transaction was led by partner Goh Mei Lin.

WongPartnership has acted as transactional counsel to Tiger Airways Holdings Ltd in respect of its proposed subscription in PT Mandala Airlines. Partners Manoj Sandrasegara, Tan Mei Yen, Mark Choy, Kenneth Leong and Ameera Ashraf acted on the matter.

WongPartnership has acted for Resorts World Properties Pte Ltd, a wholly-owned subsidiary of integrated resorts development specialist Genting Singapore PLC, in respect of the S$146 million (US$121.6m) acquisition of Singapore Technologies Building, an investment grade freehold office development located near Resorts World Sentosa Singapore. Partner Tan Teck Howe acted on the matter.