Deals – 13 September 2012

Allen & Gledhill has also advised NTUC Income Insurance Co-operative Ltd (NTUC Income) as the issuer, DBS Bank Ltd as global coordinator, and DBS Bank Ltd, Citigroup Global Markets Singapore Pte Ltd and Standard Chartered Bank as joint book-runners and joint lead managers, in respect of NTUC Income’s issue of S$600 million (US$488.3m) 3.65 percent callable subordinated notes due 2027 with coupon reset in 2022 at a fixed rate per annum equal to the aggregate of the then prevailing 5-year swap offer rate and 1.88 percent. Partners Margaret Chin, Glenn Foo, Tan Tze Gay and Bernie Lee led the transaction.

Ashurst has acted for Fajr Capital Ltd in respect of its acquisition of Dubai International Capital’s stake in the MENA Infrastructure Fund, making it a co-sponsor in the GP alongside HSBC Bank Middle East and Abu Dhabi-based Waha Capital, as well as an LP alongside other regional and international investors. The MENA Infrastructure Fund is a US$300 million Dubai-based specialist asset manager established in 2007 to invest in infrastructure and energy projects in the Middle East and North Africa. Partner Alastair Holland led the team. Vinson & Elkins acted for the seller.

AZB & Partners is representing the investors, composed of MKCP Institutional Investor (Mauritius) II Ltd, Lantau Institutional Investor (Mauritius) Ltd and Vista Institutional Investor (Mauritius) Ltd, in respect of their acquisition of approximately 9.9 percent of the equity shares of Jain Irrigation Systems Ltd for approximately US$63 million. Partner Darshika Kothari is leading the transaction which was signed on 4 September and is yet to be completed.

AZB & Partners has also advised Mitsui & Co Ltd and Sanyo Special Steel Co Ltd in respect of their acquisition of 49 percent of Navyug Special Steel Private Ltd, a 100 percent subsidiary of Mahindra Ugine Steel Company Ltd, for approximately INR217 crores (US$40m). Partner Aditya Vikram Bhat led the transaction which was completed on 5 September 2012.

Clifford Chance has advised Dynamic Grand Ltd, a company held by an investment fund managed by SPARX Asia Capital Management Ltd, in respect of its US$500 million acquisition of a 49 percent stake in Grandday Group Ltd from Chinese Estates Holdings Ltd. Grandday is a holding company with interests in property developments in China. Partner Neeraj Budhwani led the transaction.

CMS Hasche Sigle has advised shareholders of BOTHE-HILD GmbH in respect of its acquisition by a private investor group led by FBM Finanzierung und Beteiligungen im Mittelstand GmbH Frankfurt. BOTHE-HILD GmbH is a leading supplier of industrial door solutions in Germany. FBM GmbH is a private equity firm focusing on long-term investment in established SMEs in German-speaking countries. Investment is funded exclusively by the company itself. Partner Heike Wagner led the transaction.

CMS Hasche Sigle has also advised Gimv NV in respect of its acquisition, together with BayBG as co-investor, of a stake in GOVECS GmbH, a leading European manufacturer of e-scooters. In addition to Gimv NV and BayBG, existing shareholders (including the KfW bank and family offices) participated in the round of financing by contributing fresh capital, taking the total to around €10 million (US$12.9m). The new capital is earmarked for strengthening GOVECS GmbH’s leadership role in the growth market for e-scooters and for expanding production, development, marketing and sales. Stefan-Ulrich Müller led the transaction.

Davis Polk has advised the initial purchasers composed of The Hongkong and Shanghai Banking Corporation Ltd, Merrill Lynch International, Standard Chartered Bank, Australia and New Zealand Banking Group Ltd, Jefferies & Company Inc, Rabo Securities USA Inc and Deutsche Bank AG Singapore Branch, in respect of the Rule 144A/Regulation S offering by CFG Investment SAC of its US$300 million high-yield notes due 2019. The notes are guaranteed by CFG Investment SAC’s parent company, China Fishery Group Ltd and certain of its subsidiaries. Partners William F Barron and John D Paton led the transaction. CFG Investment SAC was advised by Baker & McKenzie as to US and Hong Kong law.

Davis Polk has also advised Sumitomo Mitsui Banking Corporation in respect of its US$3 billion senior debt offering in reliance on the Section 3(a)(2) exemption of the Securities Act. The offering consisted of US$1 billion 1.35 percent senior bonds due 2015, US$1.25 billion 1.8 percent senior bonds due 2017 and US$750 million 3.2 percent senior bonds due 2022, each guaranteed by Sumitomo Mitsui Banking Corporation’s New York branch. The joint lead managers for the offering were Goldman Sachs & Co, Citigroup Global Markets Inc, Barclays Bank PLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. SMBC Nikko Securities served as international offering coordinator. Partners Theodore A Paradise, Arthur S Long and John D Paton led the transaction.

Hadiputranto, Hadinoto & Partners (the member firm of Baker & McKenzie International in Indonesia) has acted as Indonesian counsel for Credit Suisse (Singapore) Ltd and Standard Chartered Bank, as joint lead managers, in respect of the issue and offering of the US$175 million 11.75 percent guaranteed senior notes due 2017 by Jababeka International BV. The notes are unconditionally and irrevocably guaranteed by PT Kawasan Industri Jababeka Tbk, a leading, fully integrated industry-based township developer in Indonesia, and a portion of its subsidiaries. The net proceeds from the offering will be used to refinance existing debts and for capital expenditure. Partners Erwandi Hendarta and Indah Respati led the transaction.

K Law has advised social investment fund responsAbility Ventures I in respect of the second round of funding into DesiCrew Solution Private Ltd (DesiCrew), a company which provides rural business process outsourcing services in rural India. The funds will be primarily used for expanding operations of the company which had earlier raised funding from Ventureast Tenet Fund II. Partner Shwetambari Rao led the transaction. Lawyers at Work led by Talha Salaria represented DesiCrew.

Khaitan & Co has advised Hutchison 3 Global Services Holdings Ltd Mauritius (H3G) in respect of the sale of its 100 percent stake in Hutchison Global Services Private Ltd (HGS) to Tech Mahindra Ltd for approximately US$87 million. Partners Haigreve Khaitan and Vaishali Sharma led the transaction which was completed on 4 September 2012. AZB & Partners, led by partner Abhijit Joshi, advised Tech Mahindra Ltd.

Khaitan & Co has also represented Kingfisher Airlines Ltd before the Competition Appellate Tribunal (Compat) in respect of a fine of INR7.25 million (US$131,279) imposed by the Competition Commission of India (CCI) for alleged non-compliance of directions issued by it. The imposition of the fine was set aside by the Compat. Kingfisher Airlines operates flights across India and select international destinations. Partner Ajay Bhargava acted on the transaction.

King & Wood Mallesons has advised Glencore in respect of its life-of-mine off-take agreement and provision of a financing facility to Straits Resources Ltd (Straits) which was announced last week. Under the deal, Glencore will provide a A$20 million (US$20.9m) secured short term facility to Straits and will sub-underwrite up to A$40 million (US$41.84m) of Straits’ A$60 million (US$62.76m) fully underwritten 1.55-for-1 pro rata renounceable entitlement offer. Glencore has also entered into a life-of-mine off-take agreement with Straits for the production from Straits’ Tritton copper mine. Partner Nicholas Pappas led the transaction.

King & Wood Mallesons has also advised Glencore in respect of its acquisition of AACL Pty Ltd, a subsidiary of Australia’s biggest corporate grain grower AACL Holdings announced this week. Under the deal, Glencore will acquire all of the shares on issue in AACL Pty Ltd in consideration for funding support and a cash payment not exceeding A$8.5 million (US$8.9m) in aggregate, and the buy-back of the AACL shares in which Glencore has a relevant interest (approximately 16.5 percent of the AACL shares on issue). Partners David Eliakim and Nicholas Pappas led the transaction.

Rodyk & Davidson has acted for consenting owners of Chateau Eliza at 18 Mt Elizabeth Road, off Orchard Road, in respect of the collective sale of the development to Newfort Realty Pte Ltd for S$92.2 million (US$75m). This translates to a land price of approximately S$1,749 (US$1,423) psf ppr. The sale is subject to the Order of Sale from the Strata Titles Board or High Court, as the case may be. Partner Lee Liat Yeang led the matter.

Rodyk & Davidson has also advised Wirecard AG, a company listed on the TecDAX of the German Stock Exchange, in respect of the purchase of the entire issued and paid-up share capital of PT Prima Vista Solusi (Indonesia). The consideration comprises cash payments of approximately €39.7 million (US$51.2m) and earn-out components of up to approximately €4.7 million (US$6m), dependent on the operational profit of the acquired company in the years 2012 to 2014. Partner Evelyn Ang led the transaction, supported by partner Patrick Dahm.

Shook Lin & Bok has advised HPL (Mayfair) Pte Ltd, an indirect wholly-owned subsidiary of Hotel Properties Ltd, in respect of an investment in a joint venture with Old Burlington Ltd and NL (Pollen) Ltd to purchase a commercial property in London from Standard Life Assurance Ltd for £85 million (US$136.2m). Partners Robson Lee and Andrea Chee led the transaction.

Simmons & Simmons is advising ONGC Videsh Ltd in respect of its acquisition of a 2.72 percent interest in the Azeri, Chirag and Guneshli Fields (ACG) in Azerbaijan, one of the largest oil producing fields in the world, and a 2.36 percent interest in the associated BTC pipeline. ONGC Videsh signed a sale and purchase agreement to acquire interests in the ACG fields and the BTC Pipeline from NYSE-listed global energy company Hess Corporation. ONGC Videsh currently has a presence in 30 exploration and production projects in 15 countries. The acquisition is subject to relevant government and regulatory approvals and is expected to close by the first quarter of 2013. Partners Tom Deegan and Vivien Yang are leading the transaction.

Simpson Thacher has represented the initial purchasers, led by Goldman Sachs, Deutsche Bank Singapore Branch and Barclays, in respect of the offer and sale by Tencent Holdings of S$600 million (US$488.4m) of 3.375 percent senior notes due 2018, pursuant to Rule 144A and Regulation S. Leiming Chen led the transaction.

Squire Sanders has advised TransAlta Corporation in respect of the acquisition of the 125 megawatt dual-fuel Solomon Power Station from FMG Ltd for US$300 million. The parties also concluded a long term Power Purchase Agreement for the supply of power to FMG’s iron ore mining operations in the Solomon Hub in the Pilbara Region in Western Australia. TransAlta is Canada’s largest publicly traded power generator and wholesale marketing company of electricity and renewable energy. The Solomon Power Station is still under construction and will not be completed until Q4 2012, after financial close. Partner Duncan Maclean led the transaction which was announced 5 September 2012.

Sullivan & Cromwell is representing Dutch financial services company ING Groep NV in respect of the approximately US$3 billion sale of its stake in US lender Capital One Financial Corp through an underwritten public offering. The Netherlands’ largest bank by assets is in a rush to raise capital as it needs to repay a government bailout and seeks to comply with more stringent banking regulations to weather a volatile business environment. Partners Andrew Soussloff and Mark Menting led the transaction.

Sullivan & Cromwell is also representing China Mobile in respect of its subscription for 15 percent of the enlarged issued share capital in Anhui USTC iFLYTEK, a company listed on the Shenzhen Stock Exchange, for approximately US$215 million. Partners Kay Ian Ng, Chun Wei and Gwen Wong are leading the transaction which was announced on 23 August 2012.

Trilegal has acted as domestic legal advisers to Axis Bank Ltd as the lender in respect of a term loan and standby letter of credit facility of US$36 million provided to Prometheon Enterprise Ltd, a wholly owned subsidiary of Cox and Kings Ltd. Partner Srinivas Parthasarathy led the transaction.

Trilegal has also acted as domestic legal counsel to IDBI Bank Ltd in respect of the Singapore Dollar drawdown under its MTN programme. Partner Srinivas Parthasarathy led the transaction.

Watson, Farley & Williams Asia Practice Singapore has advised Nordea Bank Finland Plc Singapore Branch and HSH Nordbank AG Singapore Branch as mandated lead arrangers in respect of a US$72 million loan post-delivery facility to Greenship Bulk to finance part of the acquisition cost of 4 x 63,200 dwt bulk carriers under construction at Yangzhou Dayang Shipbuilding Co Ltd. Nordea Bank Finland plc Singapore Branch acted as facility agent and security trustee. The vessels are commercially managed by Setaf Saget and the facility is guaranteed by, amongst others, Jaccar Holdings. Partner Simon Petch led the transaction.

Watson, Farley & Williams Asia Practice Singapore has also acted as English and Singapore law counsel for the Fred. Olsen Energy ASA group of Norway in respect of a five year facility of up to US$1.5 billion entered into by Dolphin International AS (Dolphin), a subsidiary of Fred. Olsen Energy ASA. The facility was provided for the refinancing of Dolphin’s existing bank loans, the financing of the newbuild drillship Bolette Dolphin and for Dolphin’s general corporate purposes. The facility was provided by a syndicate of 12 international banks and GIEK/Eksportfinans. Partner Goh Mei Lin, assisted by partner Jin Ng, led the transaction.

Weil, Gotshal & Manges has advised US movie exhibitor AMC Entertainment Holdings Inc in respect of its acquisition by Dalian Wanda Group Co Ltd (Wanda), creating the world’s largest cinema owner. The transaction is valued at approximately US$2.6 billion. As part of the transaction, Wanda intends to invest up to an additional US$500 million in AMC over time to fund AMC’s strategic and operating initiatives. AMC’s headquarters will remain in the Kansas City metropolitan area and day-to-day operations, including the process for film programming, will remain unchanged. Upon closing of the transaction on 31 August 2012, AMC became a wholly owned subsidiary of Wanda. Ernst & Young and Davis Polk & Wardwell advised Wanda.

White & Case has represented state-owned Qatar Petroleum in respect of an ¥85 billion (US$1b) samurai bond offering in Japan. The bond is Qatar Petroleum’s first ever Japanese yen bond offering and it is the first yen bond offering by a Qatari entity. The 10-year JPY-denominated bond via private placement was guaranteed by Japan Bank for International Cooperation. The banks mandated were Daiwa, Mitsubishi UFJ Financial Group, Mizuho Financial Group, Nomura and Sumitomo Mitsui Financial Group. The deal team comprised partners Norifusa Hashimoto, Sean Johnson and Philip Stopford.

Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has advised the parent company of a specialist designer and manufacturer of security seals in respect of rendering a non infringement opinion for the patent infringement commenced by the client’s European subsidiary’s competitor. Partner Chew Kherk Ying led the team.

Wong & Partners, the Malaysian member firm of Baker & McKenzie International, has also advised Sime Darby Berhad in respect of its subsidiary’s participation in a joint venture with the subsidiaries of SP Setia Berhad and the Employees’ Provident Fund Board. The JV vehicle was incorporated in Jersey, Channel Islands. The subsidiary of the JV vehicle, in turn, was utilised as the vehicle to acquire the Battersea Power Station in the United Kingdom. Partner Brian Chia led the transaction.

WongPartnership has acted for Société Générale in respect of their establishment of a US$2 billion retail structured note programme on 31 May 2012, and the launch and public offering in Singapore of up to S$500 million (US$407m) in Series 1 equity linked notes under the programme. Partners Rosabel Ng and Trevor Chuan led the transaction whilst partners Tan Kay Kheng and Tan Shao Tong advised on tax matters.

WongPartnership has also acted for the Bank of New York Mellon, as trustee and issuing and paying agent, in respect of DBS Bank Ltd’s S$1 billion (US$813.7m) notes issued under DBS Bank Ltd’s US$15 billion global medium-term note programme. Partners Hui Choon Yuen and Goh Gin Nee led the transaction.