Deals – April 15, 2015

Allen & Gledhill has also advised BOCI Asia Ltd, Citigroup Global Markets Singapore Pte Ltd, The Hongkong and Shanghai Banking Corp Ltd and JP Morgan (SEA) Ltd in respect of BOC Aviation Pte Ltd’s issue of US$750 million 3 percent notes due 2020 under its US$5 billion global medium term note programme. This is the first time BOC Aviation has tapped US onshore investors under Rule 144A of the US Securities Act. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra led the transaction.

Allens has acted for Australian superannuation fund REST Industry Super in respect of achieving the completion of its first direct debt investment. The transaction involved REST directly lending to Transurban Queensland, which was acquired by a Transurban-led consortium in 2014 for approximately A$7 billion (US$5.3b). The debt will be used to partly pay down existing senior bridge debt of Transurban Queensland. With a tenor of 15 years, the A$200 million (US$151.9m) senior secured debt facility provided by REST has one of the longest tenors of senior debt facilities provided in the infrastructure sector in recent times. Banking and finance partners Warwick Newell and Michael Ryan, supported by funds management partner Geoff Sanders, led the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co has acted as the lead counsel for eClerx Services Ltd, an Indian company listed on the NSE and the BSE, in respect of its acquisition of CLX Europe SPA, a joint stock limited liability company incorporated and existing under the laws of Italy with subsidiaries in Germany, UK and Thailand. eClerx will effect this transaction through one of its offshore subsidiaries. The cross-border transaction involves four different jurisdictions. Upon completion of the transaction, CLX will operate as an indirect wholly-owned subsidiary of eClerx whilst the existing key management employees of CLX will be retained by eClerx. The transaction is expected to close around mid-April with a purchase consideration not to exceed €25 million (US$26.6m). Partner Akila Agrawal led the transaction whilst Osborne Clarke Milan acted as Italian counsel, Osborne Clarke Germany and UK helped with the due diligence of the subsidiaries of CLX in these jurisdictions and Tilleke and Gibbins Bangkok acted as Thai counsel. Pirola Pennuto Zei & Associati advised CLX.

AZB & Partners has advised BanyanTree Growth Capital LLC, one of the shareholders of Dilip Buildcon Ltd, in respect of Dilip Buildcon’s IPO comprising a fresh issue of equity shares aggregating up to INR6.5 billion (US$104m) and an offer for sale of equity shares of up to INR15 million (US$240,401) by certain Dilip Buildcon shareholders. Partner Madhurima Mukherjee led the transaction.

AZB & Partners has also advised Sumitomo Mitsui Trust Bank Ltd in respect of its acquisition of 2.77 percent in Reliance Capital Ltd. Partner Shameek Chaudhuri led the transaction which was completed on 12 March 2015 and was valued at INR3.71 billion (US$59.5m).

Baker & McKenzie has advised Starbucks in respect of its agreement with Chinese food and beverage producer Tingyi Holding Corp to manufacture and expand the distribution of Starbucks ready-to-drink (RTD) products throughout Mainland China. The agreement leverages the respective strengths of Starbucks and Tingyi to bring the entire Starbucks RTD portfolio to customers in China, as well as the ability to innovate specifically for the China market. Starbucks will be responsible for providing coffee expertise, brand development and future product innovation whilst Tingyi will manufacture and sell Starbucks RTD products in China. M&A partner Michael Horman and IP partner Andrew Sim (Beijing) led the transaction.

Baker & McKenzie is also advising United Corp, Renova Inc and Kuni Umi Asset Management Co Ltd as the sponsors in respect of their plans to develop and invest in a woody biomass power plant with a generation capacity of 20 MW in Mukaihama, Akita City, Japan. The plant will be the largest power generation facility of its kind, using only woody biomass as fuel in Japan’s Tohoku region. The project will require an investment of approximately ¥12.5 billion (US$104.5m). With local financial institutions, Hokuto Bank Ltd and Shinsei Bank Ltd lead a syndicated loan which will cover a substantial portion of the project costs. Green Finance Promotion Organization invested in preferred equity and Akita prefecture will provide an interest-free loan. The output will be sold to a Power Producer and Supplier and Tohoku-Electric Power Co Inc. The plant is projected to start operation from July 2016. Tokyo Banking and Finance Practice head Naoaki Eguchi, assisted by partner Toshio Shimada, is leading the transaction.

Clifford Chance has advised a group of 26 underwriters, led by GF Securities (Hong Kong), Goldman Sachs, Morgan Stanley, BOCOM International Securities, Deutsche Bank and Merrill Lynch, in respect of GF Securities’ HK$28 billion (US$3.6b) listing on the HKSE. The deal was priced at the top end of the price range at HK$18.85 (US$2.43) per share, making it the largest listing in Hong Kong so far this year. The deal drew record demand from institutional and retail investors and was one of the most heavily oversubscribed IPOs in Hong Kong in recent years. GF Securities provides comprehensive capital market services and is one of the top five securities firms in China. Partners Tim Wang, Cherry Chan and Fang Liu led the transaction.

Deacons has advised Orient Victory Real Estate Group Holdings Ltd in respect of its acquisition of 49 percent equity interest in a company engaged in the provision of travel agent services in the PRC. The equity transfer agreement was signed on 26 March 2015 and the deal was announced on 9 April 2015. Partner Alexander Que led the transaction which was valued at RMB441 million (US$71m).

Deacons has also advised Niraku GC Holdings Inc in respect of its global offering and Main Board listing on the HKSE. After the successful debut of Dynam Japan Holdings Co Ltd as the first Japanese company to obtain a primary listing in the local bourse in 2012, Niraku GC Holdings Inc, which is also a Japanese pachinko hall operator like Dynam Japan, launched its global offering and Main Board listing in Hong Kong. Headquartered in Fukushima Prefecture with operations focused in Northeast Honshu in Japan, Niraku GC was the 4th largest pachinko hall operator in Japan in 2013 based on gross pay-ins. Niraku GC’s IPO was launched on 24 March 2015 and the company was expected to be listed on the Main Board of the HKSE on 8 April 2015. If successfully listed, Niraku GC will be the second Japanese company having a primary listing in Hong Kong. Partner Ronny Chow led the transaction which was valued at up to HK$384 million (US$49.54m), subject to the overallotment option. Soga Law Office advised the issuer as to Japan law. Paul Hastings advised the sole sponsor and the underwriters as to Hong Kong law whilst Kanagawa International Law Office advised as to Japan law.

Hogan Lovells has advised the Export Credits Guarantee Department of the UK Government (UK Export Finance) in respect of the capital markets aspects of a US$913 million sukuk issuance for the acquisition of four Airbus A380-800 aircraft. This marks the world’s first UK Government-supported sukuk for aircraft financing. Proceeds from the issuance of the certificates, due 2025, will be used to fund the acquisition of four Airbus A380-800 aircraft which are expected to be delivered in April, May, June and July 2015. The aircraft will be leased to and operated by Emirates. London capital markets partner James Doyle, assisted by Dubai partner Rahail Ali and London partner Dennis Dillon, led the transaction whilst Allen & Overy, led by London partner Mario Jacovides, advised on the aircraft finance aspects of the issuance.

HSA Advocates has advised NYSE-listed Molson Coors Brewing Company in respect of the acquisition of Mount Shivalik Breweries, the maker of popular beer brand ‘Thunderbolt’. Coors Brewing Company d/b/a Molson Coors International, a subsidiary of Molson Coors Brewing Company, has acquired a controlling stake in the Punjab-based firm, gaining access to various popular brands, including the leading strong-beer brand Thunderbolt. As part of the transaction, Molson Coors International assumes direct control over brewing operations of Mount Shivalik Breweries in Haryana and Punjab, as well as distribution for Thunderbolt in Bihar. Partner Navin Syiem led the transaction.

J Sagar Associates has acted as Indian counsel to the underwriters Axis Capital Ltd, DSP Merrill Lynch Ltd, Edelweiss Financial Services Ltd (global coordinators and book-running lead managers) and YES Bank Ltd (book running lead manager) in respect of Inox Wind Ltd’s approximately INR10.2 billion (US$163.5m) IPO comprising of a fresh issue of equity shares aggregating to INR7 billion (US$112.2m) and an offer for sale of 10 million equity shares by Gujarat Fluorochemicals Ltd aggregating to approximately INR3.2 billion (US$51.3m). Partners Somasekhar Sundaresan, Rohitashwa Prasad and Kaushik Mukherjee led the transaction whilst Skadden, Arps, Slate, Meagher & Flom acted as international legal counsel to the underwriters. Khaitan & Co advised Inox Wind.

K&L Gates has advised NYSE-listed 3D Systems Corp in respect of its acquisition of China’s Easyway Design and Manufacture Co, including its wholly-owned subsidiaries comprising the Easyway Group, to establish 3D Systems China. Easyway is a leading Chinese 3D printing sales and service provider with key operations in Shanghai, Wuxi, Beijing, Guangdong and Chongqing. Easyway brings to 3DS extensive and experienced greater China sales and service coverage, substantial service bureau production capabilities and long-term, key relationships with leading Chinese automotive, medical and consumer goods companies. 3D Systems China will be under the leadership of Easyway founder May Zhou. The acquisition provides 3DS with a strong platform to scale its in-country Quickparts custom manufacturing operations and multiplexes its 3D printing reseller coverage. Shanghai partner Amigo Xie led the transaction.

Khaitan & Co has acted as Indian law counsel for SREI Infrastructure Finance Ltd and SACE SpA in respect of the reimbursement agreement as part guarantee granted by SACE for the approximately US$18.6 million loan obtained by SREI, one of the leading companies in infrastructure financing in India. Senior partner N G Khaitan led the transaction.

Khaitan & Co has also advised ZF Friedrichshafen AG Germany in respect of the Indian competition law aspects of the US$12.5 billion acquisition of TRW Automotive Holdings Corp USA by way of a reverse triangular merger. This was one of the biggest global transactions announced in 2014. As both the parties have a substantial presence in India, an approval of the Competition Commission of India was required. ZF is a global leader in driveline and chassis technology with 113 production companies in 26 countries. Partner Avaantika Kakkar led the transaction.

Kirkland & Ellis is acting for HKSE-listed China Traditional Chinese Medicine Co Ltd in respect of its proposed issuance of new shares to its controlling shareholder and two executive directors and its share placement to 25 professional and international institutional investors for a total amount of HK$7.2 billion (US$928.9m). Hong Kong-based corporate partners Frank Sun, Joey Chau and David Yun are leading the transaction which was announced on 30 March 2015.

Kirkland & Ellis is also acting for China Traditional Chinese Medicine in respect of its proposed acquisition of an 87.3 percent stake in Jiangyin Tianjiang Pharmaceutical Co Ltd, the largest manufacturer of concentrated traditional Chinese medicine granules in China, from eight sellers, including, among others, two Shanghai-listed CICC-affiliated funds, Shanghai Jiahua United Co Ltd and Guangdong Keda Clean Energy Co Ltd.

Latham & Watkins has advised Fuyao Glass, the world’s second largest auto glass manufacturer, in respect of its IPO which listed on the HKSE on 31 March 2015. Fuyao Glass’ market debut is expected to be the biggest listing in the territory to date this year. Priced at HK$16.80 (US$2.17) per H share, the very top of its indicative price range, Fuyao Glass’ 439.67 million primary share deal is set to raise close to HK$7.39 billion (US$953.4m). Hong Kong partners Cathy Yeung, Eugene Lee and William Woo led the transaction.

Latham & Watkins has also advised GF Securities, China’s fourth largest brokerage by assets, in respect of its ground-breaking Hong Kong IPO. GF Securities’ market debut is expected to be the biggest listing in the territory so far this year. Priced at HK$18.85 (US$2.43) per H share, the top of its indicative price range, the sale of 1.48 billion new shares is expected to raise US$3.6 billion. Hong Kong partners Cathy Yeung, Eugene Lee and William Woo also led the transaction.

Luthra and Luthra Law Offices has advised the existing shareholders of Mashal Sports Private Ltd in respect of the divestment of their stake and transfer of controlling stake to STAR. Mashal Sports holds the exclusive right to organize and stage the hugely successful ‘Pro-Kabaddi League’ telecast by STAR TV. Post this transaction among the existing shareholders, Anand Mahindra, Charu Sharma and Lex & Legal Services Private Ltd and STAR, the latter now owns 74 percent of the shareholding of Mashal Sports. Managing partner Rajiv Luthra and partner Kanchan Sinha led the transaction. Star was advised by AZB & Partners.

Luthra and Luthra Law Offices has also advised Mandala Capital Ltd in respect of its investment in Sustainable Agro-Commercial Finance Ltd (SAFL), the first non-banking finance company in the private sector in India. SAFL provides agricultural loans and is owned by Jain Irrigation Systems Ltd, the nation’s second largest entity in field drip irrigation. The transaction involved an investment in the equity shares of SAFL and a further investment in the form of debt towards Tier 2 capital. Partners Kanchan Sinha and Piyush Mishra led the transaction.

Maples and Calder has acted as British Virgin Islands counsel to Beijing Capital Polaris Investment Co Ltd in respect of its issue of US$600 million 2.875 percent guaranteed notes due 2018. The notes were unconditionally and irrevocably guaranteed by Beijing Capital Group Co Ltd, a leading conglomerate in the PRC which is primarily engaged in water and environmental protection, infrastructure, real estate and financial services. Partner Jenny Nip led the transaction whilst Linklaters acted as English counsel to the issuer and the guarantor. Clifford Chance acted as English counsel to the joint lead managers and the trustee, which comprised of Australia and New Zealand Banking Group Ltd, Bank of China Ltd, BNP Paribas and the Hongkong and Shanghai Banking Corp Ltd.

Maples and Calder has also acted as Cayman Islands counsel to TPK Holding Co Ltd in respect of the offering of 20 million global depositary shares (GDSs) and the issue of US$250 million zero coupon convertible bonds due 2020. The shares are currently listed on the Taiwan Stock Exchange, with each GDS representing one share at a price of US$6.68 per GDS. The GDSs are listed on the Luxembourg Stock Exchange. The closings of the offerings of the GDSs and the bonds are not contingent upon each other. TPK is a leading touch solution provider offering a full suite of touch solutions tailored to different customer requirements. Its technology is integrated into mobile and consumer electronic devices. Of counsel Richard Spooner led the transaction whilst Lee and Li acted as ROC counsel. Davis Polk & Wardwell acted as US counsel to the initial purchasers, which comprised of JP Morgan Securities plc, Barclays Bank PLC and The Hongkong and Shanghai Banking Corp Ltd.

Norton Rose Fulbright has advised Emirates in respect of a US$913 million sukuk, marking a world first for utilising a UK Export Finance (UKEF)-backed sukuk for an aircraft financing, the first time that a sukuk has been used to pre-fund the acquisition of aircraft and the first ever sukuk financing for A380 aircraft. The proceeds from the issuance of the certificates will be used to fund the acquisition of four Airbus A380-800 aircraft which are expected to be delivered in April, May, June and July 2015. The aircraft will be leased to and operated by Emirates. The approximately US$913 million certificates due 2025 were issued by Khadrawy Ltd and have the benefit of a guarantee by Her Britannic Majesty’s Secretary of State acting by the Export Credits Guarantee Department of the UK Government (ECGD) which currently operates as (UKEF). The certificates, which have a tenor of 10 years, are to be issued pursuant to Regulation S and Rule 144A under the US Securities Act of 1933. They were priced on 25 March 2015 at a profit rate of 2.471 percent (90 basis points over the interpolated mid swap rate). The certificates saw strong demand from global investors, attracting orders exceeding US$3.2 billion and recording an oversubscription of 3.6 times. Citigroup Global Markets Ltd, HSBC Bank plc, JP Morgan Securities plc and National Bank of Abu Dhabi PJSC acted as joint structuring agents and joint lead managers; Abu Dhabi Islamic Bank PJSC, Dubai Islamic Bank, Emirates NBD Capital Ltd and Standard Chartered Bank acted as joint lead managers whilst NCB Capital Company acted as co-lead manager. Dubai partners Mohammed Paracha and Gregory Man and New York partner Sean Corrigan, supported by partners Roy Goldman and David Gillespie (New York), Stephanie Schroepfer (Houston) and Emma Giddings (London), led the transaction. Clifford Chance advised the managers and Citibank as delegate, ECA security trustee and ECA facility agent. Allen & Overy and Hogan Lovells advised ECGD.

Norton Rose Fulbright has also advised HKSE-listed China Shanshui Cement Group Ltd, one of the largest producers of clinker and cement in China, in respect of its issuance of US$500 million 7.5 percent notes due 2020. The issuance was underwritten by BOC International, Credit Suisse and Morgan Stanley as joint global coordinators, joint lead managers and joint book-runners. The notes are listed on the HKSE. The estimated net proceeds of the issuance, after deduction of underwriting discounts and commissions and estimated offering expenses, will amount to approximately US$484.44 million. The company intends to use the net proceeds from the notes issue to refinance its existing borrowings and for general corporate purposes. China Shanshui Cement Group, together with its subsidiaries, manufactures and sells cement, clinker and concrete products in the PRC. Hong Kong partners Psyche Tai and Winnie Chan, assisted by banking partner Davide Barzilai, led the transaction whilst Latham & Watkins advised on US law. Shearman & Sterling advised the joint lead managers on US law.

Rajah & Tann is acting for Oei Hong Leong in respect of his mandatory conditional cash offer for all the issued and paid-up ordinary shares in the capital of IPC Corp Ltd other than those he already owned, controlled or agreed to acquire. Based on an offer price of S$0.17 (US$0.125) per IPC share, the transaction values IPC at S$145 million (US$106.4m). IPC is engaged in the investment and development of properties, primarily in Asia Pacific and America. The businesses of IPC and its subsidiaries include investment holding, property investment, property development, investing and reselling properties, property consulting and sale and distribution of telecommunication products. Oei Hong Leong is a Singaporean businessman with interests in a range of industries, including property development and property holding. He is the chairman of, among others, Oei Hong Leong Foundation Pte Ltd, Oei Hong Leong Art Museum Ltd and Canadian Metropolitan Properties Corp. He is also a substantial shareholder of two publicly-listed companies in Singapore. Partners Goh Kian Hwee and Lawrence Tan led the transaction which was announced on 1 April 2015 and is yet to be completed.

Rajah & Tann has also advised SGX-ST Mainboard-listed Gallant Venture Ltd in respect of its fourth issue of notes under its US$500 million euro medium term note programme. The S$175 million (US$128.4m) 7 percent notes due 2018 were issued on 6 April 2015. Gallant Venture is an investment holding company headquartered in Singapore with businesses in Singapore, Indonesia and the PRC. The group has operations in the five key areas of automotive, utilities, industrial parks, resort operations and property development. CIMB Bank Berhad, DBS Bank Ltd and UBS AG Singapore Branch acted as joint lead managers and book-runners. Partners Goh Kian Hwee, Angela Lim and Cheng Yoke Ping led the transaction.

Rodyk & Davidson is acting for Philadelphia Investments Ltd in respect of the sale of Victory Hill Exhibitions Pte Ltd, an exhibitions development and production company, to SGX-Mainboard listed Cityneon Holdings Ltd. Cityneon will pay S$10 million (US$7.3m) in cash and issue 45 million new shares at S$0.20 (US$0.147) per share to Philadelphia Investments on completion of the sale and will pay a deferred payment of S$2 million (US$1.47m) and additional incentive payments upon Victory Hill Exhibitions’ achieving certain profit targets. Cityneon is proposing a one-for-one non-underwritten renounceable rights issue of 88.53 million new shares at an exercise price of S$0.18 (US$0.132) per share to partially fund the purchase. This will raise up to S$15.1 million (US$11.1m) in net proceeds if all rights are fully subscribed. Victory Hill Exhibitions will acquire the rights to produce and operate the travelling interactive exhibition, Marvel’s The AVENGERS S.T.A.T.I.O.N (Scientific Training and Tactical Intelligence Operative Network). Corporate partner Evelyn Ang, assisted by partner Kenneth Cheow, is leading the transaction.

Rodyk & Davidson is also acting for the manager of Cambridge Industrial Trust (CIT) in respect of its acquisition and leaseback of 160A Gul Circle Singapore from Unicable Pte Ltd. The property comprises a single-storey factory and a newly completed four-storey warehouse with a total gross floor area of approximately 7,997 sqm which sits on a site with an area of approximately 8,350.1 sqm. The property was originally part of a bigger plot of land which was subdivided into two land lots. The firm’s team needs to ensure that one land lot is surrendered to JTC before the signing of the sale and purchase agreement for the acquisition of the property, sited on the remaining land lot, could proceed. The main negotiations for this deal was concluded over a period of approximately three weeks, so that CIT can still enjoy the stamp duty remission on the sale and purchase agreement for this deal, as stamp duty remission was not extended by the authorities for REITs beyond 31 March 2015. Real estate partner Norman Ho, supported by partner Ho Soo Lih, led the transaction.

Tay & Partners has acted as Malaysian counsel to Amcorp Properties Berhad in respect of its joint venture with an international consortium comprising of Singapore’s Temasek Holdings (Private) Ltd and Hotel Properties Ltd and UK’s Montrose Land and Developments Ltd and Buccleuch Estates Ltd for a redevelopment project of Sampson House and Ludgate House in the heart of London’s South Bank, along River Thames. The estimated gross development value of this project exceeds £1billion (US$1.47b). Partners Tay Beng Chai and Teo Wai Sum led the transaction.

Walkers has acted as Cayman Islands counsel to the Standard Chartered Bank in respect of the issuance of US$200 million capped floating rate secured notes due 2018 by the Ocean Whale Funding Ltd. Partner Kristen Kwok led the transaction.

Walkers is also acting as Cayman Islands counsel to the special committee of the Board of Directors of Jiayuan.com International Ltd in respect of the proposed take-private of NASDAQ-listed Jiayuan.com International. Partner Denise Wong is leading the transaction.

Watson, Farley & Williams Asia Practice has advised SapuraKencana Petroleum Berhad, Malaysia’s largest oil and gas services firm by market capitalisation, in respect of the refinancing of a portion of its existing conventional multi-currency facility borrowings following a US$5.5 billion financing in 2014 to acquire new oil and gas assets and refinance existing facilities. The US$2.3 billion equivalent Islamic facility was structured as a multi-currency commodity murabaha facility and was used to refinance one tranche of the 2014 multi-currency facility, increasing the level of shariah-compliant financing taken out by SapuraKencana and making the company eligible to return to the Securities Commission’s List of Shariah Compliant Securities. Partner Andrew Nimmo led the transaction which is the largest syndicated Islamic facility in the Malaysian market to date. Allen & Overy, led by Singapore-based partner Jason Humphreys with London-based European head of Islamic finance Atif Hanif, advised Maybank Investment Bank as coordinator of a consortium of 11 local, regional and international banks acting as mandated lead arrangers.

Weerawong, Chinnavat & Peangpanor has advised SGX-ST-listed Jardine Cycle & Carriage Ltd, a member of the Jardine Matheson Group, in respect of the acquisition of 57.27 million ordinary shares representing approximately 24.9 percent of the issued share capital of Siam City Cement Public Company Ltd, Thailand’s second largest cement manufacturer, from Holcim subsidiary Thai Roc-Cem Ltd for US$615 million. Partners Peangpanor Boonklum and Veeranuch Thammavaranucupt led the transaction.

WongPartnership has acted for the lenders in respect of the up to S$1.15 billion (US$844m) loan facilities extended to North Gem Development Pte Ltd and FC North Gem Trustee Pte Ltd, the trustee-manager of North Gem Trust, to, inter alia, finance the purchase of a site located at Yishun and the construction costs of a mixed development (an integrated project featuring a 920-unit condominium, a mall comprising over 500 retail shops and F&B outlets, multiple community facilities and an integrated transport hub) to be constructed thereon in Singapore. Partners Alvin Chia, Tan Beng Lee and Angela Lim led the transaction.

WongPartnership has also acted for Ascendas Funds Management (S) Ltd, the manager of Ascendas Real Estate Investment Trust (A-REIT), in respect of A-REIT’s S$112 million (US$82.2m) acquisition of The Kendall, located at 50 Science Park Road Singapore 117406, from Singapore Science Park Ltd, a wholly-owned subsidiary of Ascendas Group. Partners Dorothy Marie Ng and Serene Soh led the transaction.

Zul Rafique & Partners has advised Maybank Investment Bank Berhad as coordinating bank and agent and 11 domestic, regional and international financiers in respect of the syndicated senior multi-currency Murabahah term facility of up to an equivalent of US$2.3 billion granted to SapuraKencana TMC Sdn Bhd, a wholly-owned subsidiary of SapuraKencana Petroleum Berhad. Partners Kung Suan Im and Celine Rangithan led the transaction which closed in January 2015 and is the largest Islamic facility in Malaysia.