Deals – 26 April 2012

Allen & Gledhill has also advised DBS Bank Ltd (DBS), Citigroup Global Markets Singapore Pte Ltd (Citi) and Credit Suisse (Singapore) Ltd as the joint lead managers in respect of Ascendas Pte Ltd’s issue of S$300 million (US$241.5m) 4.75 percent perpetual capital securities. DBS and Citi were also the joint structuring advisers and DBS was the sole global coordinator. Partners Margaret Chin and Glenn David Foo led the transaction.

AZB & Partners is advising Zumrut Investments Ltd Mauritius, an affiliate of Kohlberg Kravis Roberts & Co LP (KKR), in respect of the proposed acquisition of an aggregate amount of approximately INR2.42 billion (US$47m) by KKR of equity shares of TVS Logistics Services Ltd Chennai. Partner Ashwin Ramanathan led the transaction which was announced on 19 April 2012 and is yet to be completed.

AZB & Partners has also advised L&T Infrastructure Finance Company Ltd in respect of its public issue of Tranche 2 of long term infrastructure bonds with face value of INR1,000 (US$19) each, in the nature of secured, non-convertible debentures, having benefit under section 80CCF of the Income Tax Act, 1961, for an aggregate amount up to approximately INR3 billion (US$57m) with an option to retain an oversubscription of up to approximately INR11 billion (US$210m) for the FY 2012 for allotment of additional Tranche 2 Bonds (including the amount received against the allotment of the Tranche 1 Bonds). Allotment of Tranch 2 bonds was completed on 24 March 2012. Partner Shameek Chaudhuri led the transaction.

Clayton Utz has advised the Tasmanian Government in respect of the sale of TOTE Tasmania, the state-owned totalisator wagering operator, which was completed on 26 March 2012. The competitive sale process commenced in mid 2011 and involved a number of complex issues and unique challenges. The Government sold TOTE Tasmania Ltd to TattsBet Ltd for total upfront proceeds of approximately US$118.4 million plus an entitlement to certain potential future GST benefits of up to US$43.6 million. Partner Tony Rein led the transaction.

Clayton Utz has also acted for Iluka Resources Ltd in respect of the replacement of its existing syndicated term loan facility of A$445 million (US$461.3m). The facility was refinanced through the entry into of a series of five year bilateral revolving credit facilities totalling A$800 million (US$829.3m) with a number of domestic and foreign institutions. Iluka Resources Ltd is involved in the exploration, project development, operation and marketing of mineral sands products. It is the major producer of zircon globally and the largest producer of the high-grade titanium dioxide products of rutile and synthetic rutile. Its main assets and operations are located in Australia, with a mining and processing operation in Virginia, USA. Partner Rohan Mishra led the transaction.

Clifford Chance has advised Brilliant Circle Holdings International Ltd in respect of its purchase of a 60 percent stake in Giant Sino Investments Ltd, part of Emperor Great Investments Ltd, for HK$720 million (US$92.8m). Brilliant Circle is involved in the design, prepress and printing of packaging of high end consumer goods, and is one of the largest manufacturers of cigarette packaging in China. The Giant Sino Investments group is also engaged in the business of the printing of cigarette packages. Partners Neeraj Budhwani and Terence Foo led the transaction.

Clifford Chance has also advised Temasek Holdings (Private) Ltd in respect of its US$2.3 billion acquisition of the H shares of Industrial and Commercial Bank of China Ltd held by The Goldman Sachs Group Inc. Partners Amy Lo and Simon Cooke led the transaction.

Davis Polk has advised Morgan Stanley & Co International & Co plc, Deutsche Bank AG Singapore Branch and Oversea-Chinese Banking Corporation Ltd as initial purchasers in respect of the S$175 million (US$140.8m) Regulation S only offering by Central China Real Estate Ltd of its 10.75 percent senior notes due 2016.
HKSE listed Central China Real Estate Ltd is the leading residential property developer in Henan, China. Partners William F Barron and John D Paton led the transaction whilst Jingtian & Gongcheng advised as to PRC law. Central China Real Estate Ltd was advised by Sidley Austin as to US law, Commerce & Finance Law Offices as to PRC law, Conyers, Dill & Pearman as to Cayman Islands law and BVI law and Li & Partners as to Hong Kong law.

Duane Morris Vietnam has represented Vietnamese state-owned enterprise Hanel Co Ltd in respect of the acquisition of 70 percent equity in Hanoi Daewoo Hotel from its joint venture partner, Daewoo Engineering & Construction Co Ltd. The firm represented Hanel in its dealings with both the seller and the other sponsors supporting Hanel in the transaction which was valued at about US$100 million. Hanoi Daewoo Hotel is one of the largest and most established five-star hotels in Hanoi. The closing of the deal marks one of the very first transactions in Vietnam where a state-owned enterprise has successfully acquired full ownership of a five-star hotel in Vietnam from a foreign owner. Oliver Massmann, Giles Cooper and Hoang Minh Duc led the transaction.

Eversheds has advised New World China Land Ltd (NWCL) in respect of reportedly the biggest corporate dim sum bond issue ever, raising a total of RMB4.3 billion (US$682.5m). The transaction was completed in two stages, with a RMB2.8 billion (US$444.4m) debut issuance immediately followed by a re-tap issuance of RMB1.5 billion (US$238m). Both tranches were consolidated to form a single series. The Regulation S deal was priced at 8.5 percent for a three-year tenor due 2015 whilst the re-tap issuance was sold with a premium at 100.972 percent. The bonds are listed on the HKSE. Lead managers for the transaction are BOC International and HSBC. The initial issuance was completed on 11 April 2012 whilst the re-tap issuance closed on 19 April 2012. Partners Kingsley Ong and Stephen Mok led the transaction. Maples and Calder, led by partner Christine Chang, acted as Cayman Islands counsel in the RMB1.5 billion (US$238m) re-tap issue. Clifford Chance, led by partners Connie Heng and Matt Fairclough, advised HSBC and BOCI Asia Ltd as joint lead managers and bookrunners on the inaugural RMB2.8 billion (US$444.4m) bonds issue.

Fried, Frank, Harris, Shriver & Jacobson has represented Merrill Lynch Far East Ltd as placing agent in respect of a secondary placement of shares in Daphne International Holdings Ltd by Top Glory Assets Ltd as the selling shareholder for approximately US$42 million. Daphne is principally engaged in the manufacturing, marketing and distribution of ladies’ footwear under its own and licensed brands. Daphne’s ordinary shares are listed on the HKSE. Partners Joshua Coleman and Carolyn Sng led the transaction.

Gibson, Dunn & Crutcher’s Singapore office has represented Wolverine World Wide Inc in respect of setting up a joint venture in India with Tata International Ltd for the sale and distribution of certain Wolverine World Wide brands in India. Partner-in-Charge Jai Pathak led the transaction. Tata International Ltd’s team was led by Janaki Chaudhri, with assistance from Dudhat Pereira & Associates.

Khaitan & Co has filed a pre-merger notification with the Competition Commission of India (CCI) and obtained approval for the proposed amalgamation between India Power Corporation Ltd (IPCL) and DPSC Ltd (DPSC). IPCL and DPSC are leading companies engaged in the business of power generation and distribution. Partner Manas Kumar Chaudhuri represented the clients on the matter.

Khaitan & Co has also advised Arcadis NV Netherlands (Arcadis) in respect of the Indian leg of the acquisition of Davis Langdon and Seah Group by way of a merger agreement. Arcadis is an international organisation that provides consultancy, design, engineering and management services for infrastructure, water, environment and buildings. The transaction involved advice in relation to the indirect acquisition of the Indian subsidiary of the DLS Group (DLS India), regulatory, tax and anti-trust advice on the structure of the acquisition, conducting legal due diligence on DLS India and preparing documentation in relation to acquisition of interest in DLS India. Partner, Rabindra Jhunjhunwala led the transaction and advised on the Corporate aspects with assistance from Partner, Sanjay Sanghvi on the direct tax aspects of the transaction.

King & Wood Mallesons has acted for AUS$rill Ltd in respect of the establishment of a revolving credit facility agreement with Commonwealth Bank of Australia which will assist AUS$rill with working capital funding needs for its Australian-based operations. The bilateral financing was structured such that other lenders in Australia or abroad can later finance on a club or syndicated basis, allowing AUS$rill to enjoy funding flexibility in the future. Based in Western Australia, AUS$rill is a diversified mining and services company with operations in Australia, the United Kingdom and Africa. Partner Nicholas Creed led the transaction. Freehills acted for Commonwealth Bank of Australia as agent, security trustee and lender on the transaction.

King & Wood Mallesons has also acted as Australian legal counsel for Nestlé in respect of its global acquisition of the Pfizer Infant Nutrition business which was announced on 23 April 2012. Nestlé has signed an agreement to acquire Pfizer’s Infant Nutrition business for a total purchase price of approximately US$11.85 billion. Partners Mike Barker and Sharon Henrick led the transaction.

Latham & Watkins has represented Merrill Lynch (Asia Pacific) Ltd and Merrill Lynch Far East Ltd, who acted as sole financial advisor and underwriter for Sinopec Kantons Holdings Ltd (Sinopec Kantons) in respect of Sinopec Kantons’ HK$2.22 billion (US$286.1m) acquisition of interests in five joint ventures in the PRC from its ultimate controlling shareholder, China Petroleum & Chemical Corporation, and HK$3.49 billion (US$449.8m) rights issue. The proceeds of the rights issue will be used to fund the acquisition and develop Sinopec Kantons’ business. Partners Cathy Yeung, Allen Wang and Stanley Chow led the transaction.

Maples and Calder recently assisted high profile portfolio manager Tat AuYeung and his management company AD Capital Management (previously known as Apex Capital) in Hong Kong in respect of its restructure of its funds, namely the AD China Opportunity Fund and AD Greater China Alpha Fund. Each fund is set up in a master/feeder structure. Partner Ann Ng led the transaction.

Paul Hastings has advised CDH Investments (CDH), an international alternative asset fund manager and one of the largest private equity firms in China, as the subscriber in respect of Hong Kong-based Tse Sui Luen Jewellery (International) Ltd’s (TSL) HK$250 million (US$32.2m) Tranche 1 convertible bond issuance. The deal marks the first time that CDH has invested in a Hong Kong-listed company over the past few years. The convertible bonds are due in 2017 and TSL has an option to elect to issue to CDH, and CDH has conditionally agreed to subscribe for Tranche 2 Bonds in an aggregate principal amount of up to HK$200 million (US$25.8m). Partners Raymond Li and Roger Peng led the transaction.

Rajah & Tann has advised Hong Leong Asia Ltd, Hong Leong Climate Control Holdings Pte Ltd (HL1) and Fedders Investment Holdings Pte Ltd (HL2) in respect of the group’s acquisition of 80 percent of the issued share capital of Airwell Air-conditioning (Asia) Company Ltd (Airwell Asia) from ACE SAS for a total investment of approximately US$31.4 million; and the acquisition of the entire issued share capital of Fedders Hong Kong Company Ltd (FHK) from Elco Holland BV (EHL) for a total cash consideration of US$2 million. Airwell Asia and its subsidiary, Airwell Air-conditioning Technology (China) Co Ltd (ATC), are in the business of designing, manufacturing and the distribution of air-conditioning systems under the “Airwell” brandname used in residential, commercial, and industrial applications. ATC is a Sino-foreign equity joint venture company established in Taicang City, Jiangsu Province, PRC. ATC is in the process of constructing a new factory in Taicang City, PRC to manufacture air-conditioning systems. FHK owns the “Fedders” trademark, an air-conditioning brand established since 1896. Partners Goh Kian Hwee, Serene Yeo and Cynthia Goh led the transaction which was completed on 11 April 2012, subject to post-closing audit and adjustments. Baker & McKenzie acted for ACE SAS, Elco Holland BV and Elco Holdings Ltd. Deacons is advising HL1 and HL2 on Hong Kong laws whilst Global Law Office is advising on PRC laws.

Shook Lin & Bok’s Singapore office is advising Morgan Stanley and Credit Suisse, as joint financial advisers to DBS Group Holdings Ltd (DBS), in respect of the proposed acquisition of PT Bank Danamon Indonesia Tbk (Danamon) by DBS. On 2 April 2012, DBS entered into a conditional share purchase agreement with a unit of Temasek Holdings to acquire its 67.37 percent stake in Danamon for a total consideration of approximately S$6.2 billion (US$5b). Upon completion of the acquisition, DBS will make a mandatory tender offer to acquire the remaining listed shares from the other shareholders of Danamon which amounts to approximately S$2.9 billion (US$2.3b). The total value of the proposed acquisition is approximately S$9.1 billion (US$7.3b). The deal represents the biggest takeover to date of an Indonesian firm and the biggest takeover by a Southeast Asian lender. Partners David Chong and Michelle Phang are leading the transaction.

Stamford Law is advising Catalist-listed Asia-Pacific Strategic Investments Ltd in respect of a S$568 million (US$454m) reverse takeover by Bright Eagle Enterprises Group Ltd (BEEGL), an engineering solutions provider in the power generation industry. The proposed deal will give APS 100 percent ownership of two joint development agreements secured by BEEGL involving the conversion of up to seven fuel oil-based generation units into coal-based power generators in Pakistan. The transaction will involve the disposal of APS’ current bereavement care services businesses as part of the purchase consideration. Partner YAP Wai Ming is leading the transaction, which was announced on 17 April 2012.

Stephenson Harwood has acted for Lion Air, Indonesia’s largest carrier, in respect of its first asset-backed bond issuance, the proceeds of which are being used to finance four new Boeing 737-900 ER aircraft worth over US$250 million at catalogue prices. The fixed-rate global note, which is guaranteed by the US Ex-Im Bank, is the first asset-backed bond to be completed by an airline in South Asia and is only the second issuance by an Asian airline to be guaranteed by the US Ex-Im Bank. The global note, issued on 19 April 2012, was over-subscribed and achieved one of the lowest coupon rates seen in export credit agency-backed capital markets financings to date. The global note was arranged by BNP Paribas. Global head of aviation Paul Ng led the transaction whilst Milbank acted as special capital markets counsel to Lion Air. Clifford Chance acted for BNP Paribas whilst Zuckert, Scoutt & Rasenberger acted as lead counsel to US Ex-Im Bank, with Vedder Price PC as special capital markets counsel to US Ex-Im Bank.

Sullivan & Cromwell has represented Allianz SE (Germany) in respect of the closing of the repurchase by The Hartford Financial Services Group Inc (US) of junior subordinated debentures and warrants first issued in 2008 by The Hartford to Allianz for approximately US$2.4 billion. Partners William Torchiana, Andrew Soussloff and Michael Escue led the transaction which was announced on 17 April 2012.

Sullivan & Cromwell has also represented the Canada Pension Plan Investment Board (CPPIB) in respect of its agreement to acquire significant minority stakes in five major Chilean toll roads from Atlantia SpA (Italy). The agreement involves CPPIB acquiring a 49.99 percent interest in Grupo Costanera (Chile). CPPIB will commit an equity investment of CLP560 billion (US$1.15b) for the transaction. Partners Benjamin Perry, Richard Morrissey, Christopher Mann and Juan Rodriguez led the transaction which was announced on 19 April 2012.

Watson, Farley & Williams’ Singapore office has advised TeraSea Pte Ltd, a joint venture between Singapore listed Ezion Holdings and Seabridge Marine Services, in respect of loan facilities each made available by Sumitomo Mitsui Banking Corporation (SMBC) and Japan Bank for International Cooperation (JBIC) in an aggregate of US$53 million. The loans are backed by Nippon Export and Investment Insurance (NEXI) which will provide a 6 year US$26 million buyer’s credit insurance to cover the loans granted by SMBC. Proceeds of the facilities will be used to fund the construction of two ocean towing/salvage tugs at Japanese shipbuilder Universal Shipping Corporation. Partner Andrew Nimmo led the transaction.

WongPartnership has acted for DBS Bank Ltd and The Hongkong and Shanghai Banking Corporation Ltd as the joint issue managers, book-runners and underwriters, in respect of a Regulation S IPO of Bumitama Agri Ltd which raised proceeds of over S$243.9 million (US$196.3m). Partner PONG Chen Yih acted on the matter.

WongPartnership has also acted for Keppel Telecommunications & Transport Ltd in respect of a joint venture agreement with the Jilin City government to jointly develop and operate the Sino-Singapore Jilin Food Zone International Logistics Park to serve the Sino-Singapore Jilin Food Zone. Partner Joseph He acted on the matter.