Deals – 18 April 2013

Allen & Gledhill has also advised Parkway Pantai Ltd in respect of a facility agreement with DBS Bank Ltd, Malayan Banking Berhad Singapore Branch, Oversea-Chinese Banking Corporation Ltd, Standard Chartered Bank and United Overseas Bank Ltd, as mandated lead arrangers, for term and revolving loan facilities in aggregate amounts of S$500 million (US$404.56m) and S$250 million (US$202.28m), respectively. Partner Julie Sim led the transaction.

Allen & Overy has advised JP Morgan and SBI Capital UK as joint lead managers in respect of the issuance of US$647 million 4.969 percent Regulation S bonds by AE-Rotor Holding BV, the wholly-owned Dutch subsidiary of Suzlon Energy Ltd, the world’s fifth largest wind turbine supplier. These bonds, which are considered to be the first ever credit-enhanced dollar bonds from India, are backed by an unconditional and irrevocable standby letter of credit issued by State Bank of India. Sulzon is currently undergoing a restructuring of its indebtedness and has been accepted into the corporate debt restructuring mechanism in India. The bond offering was part of the agreement under which Sulzon was required to refinance part of its non-rupee denominated indebtedness. Partner James Grandolfo led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has advised OCP Asia Ltd and Network18 Holdings Ltd in respect of their investment in TV18 HSN Holdings Ltd. The transaction involved pre-IPO investment by OCP and Network18 in TV18, which is incorporated under the laws of Cyprus. TV18 is promoted by Network18 and operates, directly or through subsidiaries, one or more digital commerce platforms in India. As part of the said pre-IPO Investment, OCP has invested US$15 million in TV18. Simultaneously with OCP, Network18 has also invested a similar amount in the company. Partners Ravindra Bandhakavi and Prashant Gupta led the transaction which closed on 11 April 2013. White & Case also advised OCP.

Amarchand & Mangaldas & Suresh A Shroff Co has also advised in respect of the sale of the 50 percent stake held by Educomp Solutions Ltd in Educomp Higher Initiatives Pte Ltd (EHIPL) to Pearson (Singapore) Pte Ltd and Pearson Overseas Holding Ltd (Pearson). EHIPL is a company organised under the laws of Singapore as a 50:50 joint venture between Educomp and Pearson. Partners Kalpataru Tripathy and Ranjan Negi led the transaction which closed on 9 April 2013. Tan Kok Quan Partnership acted as Educomp’s Singapore counsel. Freshfields Bruckhaus Deringer acted as Pearson’s Singapore and UK legal counsel whilst Platinum Partners acted as Indian legal counsel.

AZB & Partners has advised ICICI Bank Ltd and 19 other lenders of the consortium in respect of Essar Oil Ltd’s exit from the loan restructuring package sanctioned by the corporate debt restructuring (CDR) forum in December 2004 to help cover the construction of its Vadinar refinery in Gujarat. The earlier CDR loan documents had been replaced with new loans documents for approximately INR91 billion (US$1.67b). Partner Ashwin Ramanathan led the transaction which was completed on 31 March 2013.

AZB & Partners has also acted as Indian counsel for Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities LLC as underwriters in respect of the offer for sale of approximately 14.5 million American Depository Shares of WNS Holdings Ltd by Warburg Pincus for approximately INR9.5 billion (US$176m). Partner Varoon Chandra led the transaction which was completed on 15 February 2013.

Baker & McKenzie has acted for Garden City Plastics in respect of its acquisition of The Décor Corporation which is recognised as one of the leading plastic home-ware manufacturers and suppliers in Australia and New Zealand. As the largest manufacturer and supplier of plastic pots and accessories to the horticultural market in Australia, Garden City Plastics’ acquisition of The Décor Corporation is expected to create a stronger and more diversified plastics manufacturing business offering a wide range of quality products to the market. Following the completion, the Décor Corporation will continue to operate under the well-known Décor name and brand. Partner Richard Lustig led the transaction which was completed on 3 April 2013. Flagstaff Partners and Allens Linklaters acted for the vendor.

Baker & McKenzie has also advised ORIX Corporation in respect of its purchase of a 96.09 percent equity stake in leading Japanese glass fibre manufacturer, Asahi Fiber Glass Co Ltd (Asahi Fiber Glass), from WP1 Investment Ltd Partnership and the Development Bank of Japan Inc. Asahi Fiber Glass holds a 40 percent share in the Japanese market of glass wool, thermal and sound insulation materials for buildings. With this acquisition by ORIX, Asahi Fiber Glass is expected to accelerate operations overseas through ORIX’s global corporate network. Naoaki Eguchi led the transaction.

Clifford Chance has advised MGPA, on behalf of MGPA Asien Spezialfonds, which targets German-speaking institutional investors, in respect of two property investments in Japan. The investments comprise the acquisition of two Tokyo office buildings, South Shin Otsuka building in Otsuka and Shinjuku TX building in Shinjuku. These transactions are MGPA Asien Spezialfonds’ first investments in Japan, with both transactions closing last March. The fund is launched on the administration platform of the German investment company Universal-Investment. MGPA is a private equity real estate investment company focused on investments in Asia Pacific and Europe, with approximately US$12 billion in assets under management. Universal-Investment is the investment company for MGPA Asien Spezialfonds. Partners Eiichi Kanda, Leng-Fong Lai, Marco Simonis and Sven Zeller led the transaction.

Clifford Chance has also advised a consortium of 11 financial institutions, including Agricultural Bank of China Ltd Hong Kong Branch, Bank of China (Hong Kong) Ltd, Bank of Communications Co Ltd Hong Kong Branch, The Bank of East Asia Ltd, CCB International Securities Ltd, Citibank NA, Deutsche Bank AG, The Hongkong and Shanghai Banking Corporation Ltd, Industrial and Commercial Bank of China (Asia) Ltd, JP Morgan and Standard Chartered Bank (Hong Kong) Ltd, in respect of their respective investment as founding shareholders of OTC Clearing Hong Kong Ltd (OTC Clear), a clearing house established by the Hong Kong Exchanges and Clearing Ltd (HKEX) to provide clearing services for over-the-counter (OTC) derivatives. The consortium will hold in aggregate 25 percent of the total issued share capital of OTC Clear, with HKEX holding the remaining 75 percent of share capital and 100 percent of the voting shares. Partner Neeraj Budhwani led the transaction.

Freshfields Bruckhaus Deringer has advised International Islamic Liquidity Management Corporation (IILM) in respect of the establishment of its inaugural US$2 billion short-term sukūk programme. The global programme is a landmark development for the Islamic finance industry, with the programme being set up to create a global cross-border market for Islamic financial instruments and to strengthen the liquidity management of institutions that offer Islamic financial services. The programme will be backed by sovereign, sovereign-linked and supranational sukūk assets and issue short-term Shari’ah-compliant certificates. The first issuance of sukūk under the programme is expected to take place in the second quarter of 2013. Partner Andrew Heathcote led the transaction.

Hadiputranto, Hadinoto & Partners, Baker & McKenzie International’s member firm in Indonesia, has represented PT BerlianLaju Tanker, the world’s third-largest chemical shipper, in respect of a debt restructuring process covering some US$2 billion in debt and involving Court applications in Indonesia, Singapore and the USA. It was one of the biggest and the longest restructurings through suspension of payment process under an Indonesian commercial court. This is also the first restructuring whereby the supervisory judge exercised Article 152 of Law No. 37 of 2004 on Bankruptcy and Suspension of Payment whereby the voting on the restructuring plan is made twice. Partner Timur Sukirno led the transaction.

Herbert Smith Freehills has acted as international counsel to Citigroup Global Markets Ltd and Standard Chartered Bank as joint lead managers and book-runners, and to BT Bahana Securities as co-manager in respect of PT Bank Rakyat Indonesia (Persero) Tbk’s (BRI) US$500 million 2.95 percent notes due 2018 which was listed on the SGX. BRI is Indonesia’s oldest commercial bank which also has the largest branch services network in Indonesia. The notes mark BRI’s first offering of US$ denominated senior debt in the international debt capital markets. Partner Philip Lee led the transaction whilst partner Alexander Aitken advised the Bank of New York Mellon as trustee and in various agency capacities. Herbert Smith Freehills’ affiliate firm Hisware Bunjamin &Tandjung advised the joint lead managers and the co-manager as to matters of Indonesia law.

Hogan Lovells has advised the Republic of Ecuador in respect of the negotiation of a US$313 million financing protocol that was executed on 10 April 2013 by the Export-Import Bank of China (Chexim) and the Ministry of Finance of Ecuador. Under the protocol, Chexim will extend a loan to be used for the construction of the 270 MW Minas-San Francisco hydroelectric generation project in Ecuador by contractor Harbin Electric International with an approximate cost of US$470 million. Partner Miguel Zaldivar, with partners Jun Wei and Roy Zou, spearheaded the transaction.

Khaitan & Co has advised Convonix Systems Private Ltd in respect of the sale of majority stake to Publicis Groupe Holdings BV France. Convonix is a leading company engaged in search engine optimisation, search engine marketing, media strategy and optimisation, online reputation management, web analytics, online brand management and monitoring, social media marketing, usability and web development, training in these areas and other activities in digital media. Partner Bhavik Narsana drove the transaction.

Khaitan & Co has also advised the Department of Disinvestment, Ministry of Finance in respect of the offer for sale of 12,88,61,925 equity shares, with an option to sell an additional up to 12,88,61,925 equity shares, collectively aggregating approximately 10 percent of the paid up equity share capital of National Aluminium Company Ltd (Nalco) through the stock exchange. The Government was able to mobilise INR658.53 crores (US$ 121.3m) through disinvestment of about 6.09 percent of the total paid up capital of Nalco in the offer for sale. Incorporated in 1981 as a public sector enterprise of the Government of India, Nalco is Asia’s largest integrated aluminium complex. Partners Sharad Vaid and Nikhilesh Panchal led the transaction.

K&L Gates has acted for Hong Kong-based investment firm ADM Capital in respect of its US$50 million investment, through its subsidiary Twenty Two Dragons, in a subsidiary of Chengdu Tianqi Industry Group Co (Tianqi), a Chinese lithium products manufacturer. ADM Capital is an investment manager that looks to achieve long term capital appreciation by investing in opportunities across Asia and Central and Eastern Europe. The Twenty Two Dragons investment was the mezzanine part of a financing package to fund Tianqi’s acquisition of Australian lithium mining company Talison Lithium. In addition to Twenty Two Dragon’s investment, Tianqi received a commitment for long-term equity financing from Leader Investment Corporation, a subsidiary of Chinese sovereign wealth fund China Investment Corporation, and loan commitments from Credit Suisse and Industrial and Commercial Bank of China. Partner Richard Winter led the transaction along with partner Rowan McDonald.

Majmudar & Partners has acted as Indian counsel to India International Bank Malaysia Berhad (IIBM), a joint venture of Bank of Baroda, Indian Overseas Bank and Andhra Bank, in respect of a RM9 million (US$2.96m) facility to SM Pharmaceuticals SDN BHD Malaysia. Prashanth Sabeshan led the transaction. Zul Rafique & Partners Malaysia acted as Malaysia counsel to the lender.

Maples and Calder has acted as Cayman Islands and British Virgin Islands legal counsel to CIFI Holdings (Group) Co Ltd in respect of its issue of US$275 million 12.25 percent bonds due 2018. The notes are senior obligations of the issuer and are guaranteed by certain existing subsidiaries. CIFI is an investment holding company engaged in the investment, development and sale of properties in the PRC. Partner Christine Chang led the transaction whilst Sidley Austin acted as Hong Kong and US counsel. Davis Polk & Wardwell acted as Hong Kong and US counsel to joint lead managers composed of Citigroup Global Markets Ltd, Standard Chartered Bank, Deutsche Bank AG Singapore Branch, The Hongkong and Shanghai Banking Corporation Ltd and The Royal Bank of Scotland plc. Mayer Brown JSM acted for the trustee, Citicorp International Ltd.

Maples and Calder has also acted as Cayman Islands legal counsel to Alpha Investment Partners Ltd in respect of its acquisition of 80 percent issued share capital of Sparkle Bright Holdings Ltd through an SPV, Equity Rainbow II Pte, from MSR Asia Acquisitions XII Inc. Sparkle Bright indirectly owns a wholly-owned foreign enterprise which holds Lifehub@ Jinqiao, a retail and office mixed-used development in Pudong District, Shanghai. Alpha is the property fund management arm of Keppel Land Ltd, a leading property developer based in Singapore. Partner Jenny Nip led the transaction. Paul Hastings acted as Hong Kong counsel to Sparkle Bright Holdings Ltd whilst MSR Asia Acquisitions XII Inc was represented by Mayer Brown JSM.

Minter Ellison has advised Sydney-based private equity firm Anchorage Capital Partners in respect of the closing of its Anchorage Capital Partners Fund II. Significant interest from both existing and new investors meant that Fund II was oversubscribed and capped at A$250 million (US$257m). More than 50 percent of Fund II commitments were sourced from Australian institutions. Offshore Ltd Partners, comprising a select group of institutional investors from Asia, Europe and the US, provided the balance of the commitments. Partner Nathan Cahill led the transaction. Ernst & Young were tax advisers to Fund II and MVision were placement agents for Anchorage. Various onshore and offshore firms acted for the investors.

Paul Hastings has represented Haitong International Securities Group Ltd, a subsidiary of Haitong Securities Co Ltd which is the second largest securities firm in China by total assets, in respect of its HK$1.17 billion (US$150.7m) rights issue. One rights share for every two existing shares was offered at HK$2.55 (US$0.3285) per rights share. Haitong International Holdings Ltd and The Hongkong and Shanghai Banking Corporation Ltd (HSBC) acted as the joint underwriters whilst Haitong International Securities Company Ltd and HSBC acted as the joint global coordinators and joint book-runners. Partners Raymond Li and Catherine Tsang led the transaction.

Rajah & Tann has acted as Singapore counsel to SGX-ST listed China Animal Healthcare Ltd in respect of its S$120 million (US$97m) placement of shares and warrants to Lilly Nederland Holding BV as part of its financing for a possible delisting from the SGX-ST. Partners Chia Kim Huat and Danny Lim led the transaction which was announced on 10 April 2013 and is yet to be completed, pending satisfaction of conditions precedent. Freshfields acted as Hong Kong counsel to China Animal Healthcare. Baker & McKenzie Hong Kong acted for Lilly Nederland Holding BV.

Rajah & Tann has also advised Singapore Food Industries Pte Ltd (a subsidiary of SATS Ltd) and Delaware North Companies Pty Ltd (Australian arm of the Delaware North Companies group), which formed a joint venture company called Sports Catering Services Pte Ltd, in respect of entering into a 21-year contract with Singapore Sports Hub to operate premium restaurants, F&B outlets and a central kitchen at the upcoming integrated multi-purpose stadium and aquatic arena at Kallang. Singapore Sports Hub is Singapore’s largest flagship public-private partnership project and the largest sports facility infrastructure PPP project in the world. The deal involved Singapore Sports Council, its lenders and six other sub-contractors. The expected revenue over the life of the contract is over S$1 billion (US$809m), with the joint venture raking in an estimated S$50 million (US$40.45m) per year once it reaches its steady state of operations. Partners Lim Wee Hann and Terence Quek led the transaction which was announced on 13 March 2013. ATMD Bird & Bird acted for Sportshub Pte Ltd.

Shook Lin & Bok has acted for Roxy-Pacific Holdings Ltd in respect of the establishment of its S$200 million (US$162m) multicurrency medium term note programme. Partner Marilyn See led the transaction.

Slaughter and May is advising HKSE-listed Hengli Commercial Properties (Group) Ltd (Hengli) in respect of the disposal of a significant part of its interests in its subsidiaries to its controlling shareholder, Chen Chang Wei, for approximately HK$1.3 billion (US$168m). The disposal constitutes a very substantial disposal and a connected transaction for Hengli under the Hong Kong Listing Rules. Completion of the disposal is a condition to the sale by Chen of a 65 percent interest in Hengli to Dalian Wanda Commercial Properties Co Ltd. (Wanda). The sale, if completed, will trigger an obligation on the part of Wanda to make a mandatory unconditional general offer for all other shares in Hengli. The firm’s Hong Kong office is also advising Hengli on the possible mandatory unconditional general offer. Partner Lisa Chung is leading the transaction.

Stamford Law has acted for the insurers in respect of successfully striking out a claim against a professional engineer before the Singapore High Court in a negligence claim arising from the puncture of sewer lines under a construction site of a hotel. The case is a test case from a regulatory and industry perspective as, for the first time, the issue is placed before the Court as to who bears the responsibility of applying for the sewer line plans prior to the beginning of piling and construction works. The claim was struck out without the need to go through the lengthy process of discovery and adjudication in a construction dispute. Daniel Chia and Loh Jien Li acted on the matter.

WongPartnership has acted for Keppel GMTN Pte Ltd in respect of the establishment of a US$2 billion euro MTN Programme guaranteed by Keppel Corporation Ltd and in Keppel GMTN’s issuance of US$200 million floating rate notes due 2020 pursuant to its MTN Programme. Partners Hui Choon Yuen and Khoo Yuh Huey led the transaction.

WongPartnership is also acting for Changi Airport Group (Singapore) Pte Ltd in respect of the development of Terminal 4 at the Singapore Changi Airport on the site of the former Budget Terminal, commencing from the review of the initial consultancy agreement for issuance to design consultancies. Other contracts being drafted and/or are under review include design and build agreements, contracts for works and services, maintenance and systems. Partners Christopher Chuah and Lesley Tan are acting on the matter.