Deals – March 9, 2016

Clifford Chance has advised Shanghai -listed SDIC Power Holdings Ltd, a subsidiary of State Development and Investment Corp, in respect of its acquisition of 40 percent of the equity interest from Genting Power in the Banten Project, a 660MW coal fired steam power station in Indonesia. Partner Terence Foo, supported by partner Tim Wang, led the transaction. Clifford Chance’s associated firm in Jakarta, Linda Widyati & Partners, led by partner Arisia Pusponegoro and assisted by partner Jiahua Ni, also advised on the transaction which is SDIC Power’s first outbound investment.

Clifford Chance has also advised leading growth market investor Actis in respect of the sale of its stake in Plateno Hotel Group to Shanghai JinJiang International Hotels Development Co (Jinjiang Hotels), a Shanghai A-share listed subsidiary of Chinese state-owned enterprise Jinjiang Group. Formerly 7 Days Inn Group, Plateno is a leading Chinese budget and mid-range hotel chain. As a strategic investment, Jinjiang Hotels acquired an 81 percent equity stake in Plateno at an enterprise value exceeding RMB10 billion (US$1.54b) from Actis and other selling shareholders, including other prominent private equity funds active in the Greater China market. Actis first invested in Plateno in 2008 and committed additional capital in 2013 to facilitate the privatisation of Plateno’s listed entity from the NYSE. Together with the management team, Actis played a key role in Plateno’s corporate development and transformed it from an operator of 160 economy hotels into one of China’s leading hotel operators with over 2,500 hotels nationwide. Partner Terence Foo also led the transaction.

Cyril Amarchand Mangaldas has advised the Department of Disinvestment, Ministry of Finance, Government of India in respect of the disinvestment in NTPC Ltd by the President of India (acting through the Ministry of Power) through the offer for sale (OFS) mechanism on the stock exchanges. The President of India divested five percent of its stake in NTPC comprising approximately 412.3 million shares, reducing his stake to 69.96 percent. This disinvestment was the first OFS after the OFS framework was amended by SEBI on 15 February 2016 to streamline the process further and encourage greater retail participation. In accordance with the revised framework, the OFS took place on 23 & 24 February 2016 and raised approximately INR5,014.55 crores (US$747m). Managing partner Cyril Shroff and Delhi partners Aarti Joshi and Gokul Rajan led the transaction whilst Dorsey & Whitney acted as international counsel. Jones Day was the international counsel to the brokers (i.e. SBICAP Securities Ltd, ICICI Securities Ltd, Edelweiss Securities Ltd and Deutsche Equities India Private Ltd).

Cyril Amarchand Mangaldas has also advised Feedbridge Equity Holdings Ltd, an SPV of India Equity Partners, in respect of its exit from Swastik Roadlines Private Ltd and consequently its wholly-owned subsidiary Coldex Logistics Private Ltd thru the sale of its entire 27.97 percent shareholding in Swastik Roadlines to Sabr India Investment Ltd, a fund of Asia Climate Partners. Asia Climate Partners entered into a share subscription agreement (for subscribing to further shares in Swastik Roadlines), a separate share purchase agreement (to purchase shares from an existing promoter of Swastik Roadlines) and a shareholders’ agreement. Mumbai partner Ashwath Rau led the transaction which was signed on 15 February 2016 and is expected to close by 30 June 2016. Asia Climate Partners and Swastik Roadlines Private Ltd were advised by AZB & Partners Delhi and Verus Advocates, respectively.

Davis Polk has advised the sole dealer manager in respect of a cash tender offer and consent solicitation by China Oriental Group Company Ltd as issuer for any and all of its outstanding US$111.4 million 7 percent senior notes due 2017. China Oriental is an integrated iron and steel manufacturer in China, with a total production capacity of approximately 11 million metric tons of crude steel per annum. Partner William F. Barron led the transaction.

Davis Polk is also advising HKSE-listed China Resources Beer in respect of its agreement with AB InBev to acquire the 49 percent interest in China Resources Snow Breweries held by SABMiller for US$1.6 billion. The acquisition is subject to a number of conditions precedent, including obtaining regulatory approval. China Resources Snow Breweries and its subsidiaries are principally engaged in the production, sales and distribution of beer product and is currently a 51 percent subsidiary of China Resources Beer. Partner Paul Chow led the transaction.

Dhir & Dhir Associates has advised Indian Renewable Energy Development Agency Ltd, a Government of India undertaking, in respect of the public issue of tax-free bonds in the nature of secured, redeemable, non-convertible debentures with benefits under Section 10(15)(iv)(h) of the Income Tax Act 1961, aggregating up to INR1,716 crores (US$254.6m). The issue was subscribed five times of the base issue size on its opening day. The firm also advised the lead managers to the issue, comprising of Karvy Investor Services Ltd, AK Capital Services Ltd, Edelweiss Financial Services Ltd, IDBI Capital Market Services Ltd and RR Investors Capital Services Private Ltd. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also acted as lenders’ counsel to Power Finance Corp Ltd and Indian Renewable Energy Development Agency Ltd in respect of the approximately INR5.85 billion (US$86.7m) financial assistance to Orange Anantapur Wind Power Private Ltd for part financing the cost of implementing the 100.8MW wind power project at Tehsil Urvakonda, District Anantpur, Andhra Pradesh. Partner Girish Rawat also led the transaction.

DLA Piper has represented Zhong Hong Zhuo Ye Group Co Ltd in respect of the acquisition of approximately 310.5 million shares, representing approximately 73 percent of the issued share capital of KEE Holdings Company Ltd. The deal was valued at approximately HK$700 million (US$90m) whilst the accompanied general offer of the remaining shares and options of KEE Holdings required funds of approximately HK$300 million (US$38.6m). The firm also represented Zhonghong on the financing for the acquisition and the general offer. The consideration for acquiring the shares and the funds required for the general offer amounted to approximately HK$1 billion (US$128.8m) which was financed by Zhonghong primarily through an investment agreement with China Orient Asset Management. Established in the PRC and headquartered in Beijing, Zhonghong is primarily engaged in real estate development in various provinces in the PRC. HKSE-listed KEE Holdings manufactures zippers and has a market capitalisation of approximately HK$780 million (US$100.4m). Under the investment agreement, Zhonghong issued, and China Orient subscribed, exchangeable notes in the amount of HK$680 million (US$87.6m), exchangeable into shares in KEE Holdings. To secure the performance of the exchangeable notes, Zhonghong charged some of its assets in favor of China Orient and provided a corporate guarantee. Capital market and corporate partner Melody He-Chen, supported by partners Lillian Duan, Mike Suen and Paul Lee, led the transaction. Sidley Austin represented China Orient International Asset Management on providing financing for the transaction.

Gibson, Dunn & Crutcher has represented AP Renewables Inc, a subsidiary of Aboitiz Power, in respect of the PHP10.7 billion (US$228m) issuance of the first Climate Bond in Asia and the Pacific. The issue is backed by Asian Development Bank with credit guarantee investment facility support. Bank of the Philippines Islands acted as lead arranger and sole underwriter. The landmark transaction is also the first Climate Bond for a single project in an emerging market. It also represents the first project bond issued in local currency in the Philippines power sector and is the first credit-enhanced project bond in Southeast Asia (other than Malaysia) since the 1997-1998 Asian financial crisis. Hong Kong partner Patricia Tan Openshaw led the transaction whilst SyCip Salazar Hernandez & Gatmaitan acted as Philippine counsel to Aboitiz. The lender group is represented by Freshfields Bruckhaus Deringer as international counsel and by Picazo Buyco Tan Fider and Santos as local counsel.

Gide has advised the Agricultural Bank of China (ABC), one of China’s Big Four banks, in respect of the establishment, along with the Congolese government and other public and private partners, of the Sino-Congolese Bank for Africa (BSCA), a new universal commercial bank in the Republic of Congo. The landmark transaction is ABC’s first overseas joint venture bank project and creates the first Sino-African green-field bank which aims to expand its business to members of the Economic Community of Central African States and other African countries. BSCA represents an initial investment of US$100 million, with ABC holding a 50 percent stake, and was created at the prompting of the Chinese and Congolese heads of state. Partner Thomas Urlacher led the transaction.

Herbert Smith Freehills has advised Mitsui & Co Ltd in respect of its acquisition of a 25 percent interest in Norway’s Oslo Stock Exchange-listed Hexagon Composites ASA for approximately NOK833 million (US$98m). Hexagon is a market leader in the production of lightweight carbon fibre composite pressure cylinders for gas storage and transportation. Tokyo corporate partner Lex Papasolomontos, assisted by partner Baard Bale, led the transaction.

J Sagar Associates has represented Singer India Ltd before the Delhi High Court in respect of an order passed by the Appellate Authority for Industrial & Financial Reconstruction which relied on the 2012 decision of a Division Bench of Delhi High Court in “Continental Carbon India Ltd vs Modi Rubber Ltd”. In the Modi Rubber decision, the Court held that an unsecured creditor has the option not to accept the scaled down value of its dues and to wait till the scheme for rehabilitation of the company has worked itself out, with an option to recover the debt with interest post such rehabilitation. Singer India questioned the Modi Rubber decision, being per incuriam and therefore not a binding precedent. The Division Bench of Delhi High Court accepted Singer India’s challenge and referred the issue to a Larger Bench of Delhi High Court. This is a landmark judgment, as the Larger Bench will now decide the scope of powers of the Board for Industrial & Financial Reconstruction under the Sick Industrial Companies (Special Provisions) Act 1985 to propound a scheme for rehabilitation, which may provide for scaling down the debt of creditors without their consent. Partner Amar Gupta led the transaction.

Khaitan & Co has advised Borosil Glass Works Ltd in respect of the acquisition of 100 percent stake in Hopewell Tableware Private Ltd. With this acquisition, Borosil will enter into the opal dinnerware business and capture potential synergies with its existing business. A listed public company incorporated in 1962, Borosil is the market leader for laboratory glassware and microwavable kitchenware in India. Partner Rahul Dutt led the transaction.

Khaitan & Co has also advised Dhunseri Petrochem Ltd in respect of its equal joint venture with Indorama Ventures Public Company Ltd (IVL) to manufacture and sell PET resins for Indian domestic markets and for exports. IVL will acquire a 50 percent stake in a carved out entity of Dhunseri, with an effective capacity of 480,000 tonnes polyethylene terephthalate (PET) manufacturing plant in Haldia, West Bengal whilst Dhunseri will purchase a 50 percent stake in the Micro Polypet Private Ltd, a company owned by IVL in the North Indian State, Haryana. Dhunseri is one of the largest PET resin producers in India. Partner Haigreve Khaitan and associate partner Surbhi Kejriwal, assisted by executive director Daksha Baxi and partners Aniket Agarwal, Avaantika Kakkar and Abhishek Sharma, led the transaction.

Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), has advised several government-linked organisations and a global accelerator, namely SPH Media Fund, Plug and Play and Infocomm Investments, in respect of a media and technology-focused accelerator programme to build a strong pipeline of high growth, innovation-driven tech start-ups in addressing challenges that the media industry will face. SPH Plug and Play will invest S$30,000 (US$29,691) in each start-up company selected to participate in the accelerator programme. Partner Joshua Tan led the transaction.

Kennedys Legal Solutions, the Singapore-based legal network of Kennedys (International), is advising Infocomm Investments Pte Ltd in respect of its tie-up with SP Capital Ltd for the setting up of an accelerator in the clean energy domain. SP Capital is the fund and investment arm of Singapore Powers Ltd whilst Infocomm is the investment arm of IDA. Partner Joshua Tan is leading the transaction.

Shardul Amarchand Mangaldas has advised SBICAP Securities Ltd, ICICI Securities Ltd, Edelweiss Securities Ltd and Deutsche Equities India Private Ltd as the selling brokers in respect of the NTPC Offer for Sale (OFS) carried out on 23 and 24 February 2016 involving the sale of approximately 412.3 million equity shares constituting five percent of the equity shares of NTPC Ltd. This was one of the first OFS transactions completed after the amendment dated 15 February 2016, notified by the SEBI, pursuant to which the OFS trade is now undertaken over a period of two trading days, wherein non-retail investors are permitted to bid on the first day and retail investors and non-retail investors, who did not receive allocation on the first day, are permitted to bid on the second day of the OFS. Partner Prashant Gupta, supported by partner Sayantan Dutta, led the transaction, which was valued at approximately INR5,014.55 crores (US$747m), whilst Jones Day acted as the international counsel. Cyril Amarchand Mangaldas and Dorsey & Whitney acted as Indian and international legal counsels, respectively, to the seller.

Shearman & Sterling is advising General Electric Corp (GE) in respect of the sale of GE Capital Services India (GE Capital) and GE Money Financial Services Private Ltd (GE Money), its commercial lending and leasing businesses in India, to a consortium of former GE Capital management backed by AION Capital Partners. Both GE Capital and GE Money offer services, including corporate loans, equipment leasing, as well as financings for healthcare equipment, aircraft, and auto lease in India. The buying consortium comprises former GE Capital executives Pramod Bhasin and Anil Chawla and AION Capital, a joint venture between ICICI and Apollo. The sale of GE’s commercial lending and leasing businesses in India marks an important step for this strategic global divestment, allowing GE to focus on its core manufacturing business. Partner Sidharth Bhasin (Singapore-M&A) and London partners Korey Fevzi (Finance), Simon Letherman (Tax) and Jeremy Kutner (M&A) are leading the transaction which is subject to customary regulatory approvals.

Shearman & Sterling is also advising leading Japanese regional banks Fukuoka Financial Group Inc (FFG) and The Eighteenth Bank Ltd (Eighteenth Bank) in respect of a business integration involving filings with the US Securities and Exchange Commission. Upon completion, Eighteenth Bank will become a wholly-owned subsidiary of FFG, making it the largest regional bank in Japan in terms of total assets. The definitive agreement is expected to be executed in August 2016 whilst the share exchange is expected to be effective on 1 April 2017. Headquartered in Fukuoka, FFG’s coverage extends throughout the Kyushu region of Japan and covers the Fukuoka, Kumamoto and Nagasaki prefectures. Partner Masahisa Ikeda (Tokyo-Capital Markets) led the transaction.

Shook Lin & Bok is acting for Pacific Star Development Group in respect of its proposed acquisition by LH Group Ltd for approximately S$140 million (US$101.2m). Upon completion, the proposed acquisition will result in a reverse takeover of the LH Group, which will transfer its listing from the SGX Mainboard to the Catalist board. Partner Gwendolyn Gn is leading the transaction.

Sullivan & Cromwell is representing Anheuser-Busch InBev SA/NV (Belgium) in respect of its agreement to sell SABMiller plc’s (UK) 49 percent interest in China Resources Snow Breweries Ltd (CR Snow) to China Resources Beer (Holdings) Co Ltd, which currently owns 51 percent of CR Snow, in an agreement valuing SABMiller’s 49 percent stake in CR Snow at US$1.6 billion. Hong Kong partner Michael G DeSombre, assisted by partners Frank Aquila (New York) and George H White (London), is leading the transaction which was announced on 2 March 2016.

Sullivan & Cromwell is also representing FilmYard Holdings LLC (US), parent company of MIRAMAX (US), in respect of beIN MEDIA GROUP’s (Qatar) acquisition of 100 percent of MIRAMAX. Los Angeles corporate partners Alison S Ressler and Rita-Anne O’Neill, executive compensation and benefits partner Matthew M Friestedt (New York), tax partner Ronald E Creamer Jr (New York) and IP partner Nader A Mousavi (Palo Alto) are leading the transaction which was announced on 1 March 2016.

WongPartnership has acted for Heliconia Capital Management Pte Ltd, a wholly-owned subsidiary of Temasek Holdings, in respect of its investment in the Futuristic group, which manufactures furniture and store fixtures. Partners Mark Choy and Liang Weitan led the transaction.

WongPartnership has acted for PricewaterhouseCoopers LLP in respect of its acquisition of StrategiCom Pte Ltd, a brand and corporate strategy consulting firm. Partners Mark Choy and Jeffrey Lim led the transaction.