Deals – 9 August 2012

Allen & Gledhill has also advised ASPF II Nex GmbH, a subsidiary of a fund managed by Pramerica Real Estate Investors (Asia) Pte Ltd, in respect of the sale of its 50 percent interest in the shopping mall known as Nex for more than S$800 million (US$642m) to an investment vehicle owned by Mercatus Co-operative Ltd. Partners Penny Goh, Lyn Wee and Lim Chong Ying led the transaction.

Allens has advised Osaka Gas Crux Pty Ltd, a wholly owned subsidiary of Osaka Gas Co Ltd, in respect of the documentation for the establishment of the Crux AC/L9 joint venture among Osaka Gas Crux Pty Ltd, Shell Development (Australia) Pty Ltd and Nexus Energy WA Pty Ltd. The arrangements, which were signed on 3 August 2012, provide for the consolidation of the parties’ existing interests in AC/L9 so that each party will have the same percentage interest in the gas and liquids interests in the title and the establishment of a new JV for a Shellled integrated gas and liquids development to commercialise the Crux asset. Following the consolidation of the parties’ existing gas and liquids interests, the participating interests of the parties in the new JV will be Shell 80 percent (operator), Nexus 17 percent and Osaka Gas 3 percent. Completion of the arrangements is subject to conditions precedent for Foreign Investment Review Board approvals and registration of title. Partner Igor Bogdanich led the transaction.

Amarchand Mangaldas has acted as Indian law counsel for the State Bank of India in respect of its issue, through its London branch, of US$1.25 billion 4.125 percent notes due 2017 pursuant to Rule 144A and Regulation S of the United States Securities Act of 1933. The offering was oversubscribed 5.4 times. The issue marks the first public sector bank US dollar bond issuance out of India since May 2011 and the largest single-tranche offering by a public sector bank from India. Partner Niloufer Lam led the transaction which closed on 1 August 2012 whilst Allen & Overy acted as international legal counsel. Barclays Bank PLC, Citigroup Global Markets Inc, Deutsche Bank AG, JP Morgan Securities PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS AG acted as joint lead managers and book runners for the offering and were advised by J Sagar Associates led by partner Dina Wadia whilst Linklaters acted as international legal counsel to the lead managers.

Amarchand Mangaldas has also acted for Gujarat Pipavav Port Ltd in respect of its qualified institutions placement of equity shares raising approximately INR2 billion (US$36m). The placement was followed by a preferential issue of equity shares to APM Terminals Mauritius Ltd, one of the promoters of Gujarat Pipavav Port Ltd, for INR1.5 billion (US$27m) on which the firm also advised. The date of the placement document was 5 July 2012 and allotment occurred on 10 July 2012. Partners Yash Ashar and Gaurav Gupte led the transaction. Kotak Mahindra Capital Company Ltd and IDFC Capital Ltd acted as the book running lead managers and were advised by Luthra & Luthra. Dorsey & Whitney acted as the special international legal counsel for selling restrictions.

AZB & Partners has advised State Bank of India in respect of the term loan of approximately INR50 billion (US$904m) extended to Essar Oil Ltd. Partner Bahram N Vakil led the transaction which was signed on 31 July 2012.

Baker & McKenzie has acted as Hong Kong, US and Japanese law counsel to the joint global coordinators, joint bookrunners and joint lead managers Shenyin Wanguo Capital (HK) Ltd, Piper Jaffray Asia Ltd and CITIC Securities Corporate Finance (HK) Ltd in respect of the US$200 million global offering by DYNAM Japan Holdings Co Ltd, one of the biggest pachinko hall operators in Japan with a presence in 46 out of 47 prefectures in the country. The shares commenced trading on the HKSE on 6 August 2012. Net proceeds will be used to partially finance the set up of 75 new additional pachinko halls, potential acquisition of pachinko halls, upgrading existing information technology and management systems and for general working capital. DYNAM is the first Japanese company to have its shares listed in Hong Kong and the first pachinko hall operator listed on a stock exchange. Partners Elsa Chan, Brian Spires and Ken Takahashi led the transaction.

Baker & McKenzie has also advised CITIC Securities Company Ltd (CITICS) on Hong Kong regulatory issues in respect of the purchase of a 19.9 percent interest in CLSA by CITIC Securities International Company Ltd (CITICS International), a wholly-owned subsidiary of CITICS, for a cash consideration of US$310.32 million from Crédit Agricole Corporate & Investment Bank. Concurrently, CITICS International has entered into an agreement with Crédit Agricole Corporate & Investment Bank in relation to the irrevocable granting of an option for it to sell to CITICS International the remaining 80.1 percent interest in CLSA for a cash consideration of US$941.68 million. CITICS International has become a minority shareholder of CLSA and Crédit Agricole Corporate & Investment Bank remains as the controlling shareholder of CLSA. Yin Ke, vice chairman of CITICS and CEO of CITICS International, will join the board of CLSA. Partner Rossana Chu led the transaction.

Clayton Utz has advised Exemplar Health Consortium (Exemplar Health) – comprising of Capella Capital, Lend Lease, Siemens and Spotless – in respect of its successful bid to design, build and maintain the Sunshine Coast University Hospital (SCUH) public private partnership project in Queensland. The SCUH project will comprise a 450 bed facility which will expand to a 738 bed facility by 2021. The project’s capital budget is A$1.8 billion (US$1.9b), with the facility scheduled to open in late 2016. Partners Dan Fitts and Jo Pugsley led the transaction which reached contractual close on 18 July 2012 and financial close on 31 July 2012.

Clifford Chance has advised CIMB Bank (L) Ltd, HSBC Amanah Malaysia Berhad and Merrill Lynch (Singapore) Pte Ltd as joint lead arrangers and CIMB Bank (L) Ltd, The Hongkong and Shanghai Banking Corporation Ltd and Merrill Lynch (Singapore) Pte Ltd as dealers in respect of the establishment by Axiata Group Berhad, through its wholly owned subsidiary, Axiata SPV2 Berhad, of an innovative US$1.5 billion sukuk issuance programme approved by the Securities Commission Malaysia. The issue is the Asia Pacific region’s first internationally rated multi-currency sukuk. Partners Qudeer Latif and Matt Fairclough led the transaction. A separate team led by partner Joan Janssen represented The Hongkong and Shanghai Banking Corporation Ltd as delegate.

Colin Ng & Partners has acted for Catalist-listed Equation Corp Ltd in respect of a rights issue of approximately 1.24 billion rights shares on the basis of one rights share for every two existing ordinary shares in the capital of Equation. The rights issue, which was oversubscribed, raised about S$14.6 million (US$11.7m). Partner Gregory Chan led the transaction which was completed on 25 July 2012.

Gilbert + Tobin has advised Australian fashion retailer Country Road in respect of its acquisition of Witchery and Mimco from Gresham Private Equity for an enterprise value of A$172 million (US$181.7m). The acquisition is being funded through a combination of debt financing and a renounceable rights offer. Witchery is one of Australia’s leading speciality fashion retailers whilst Mimco is a leading Australian accessories designer. On completion of this acquisition, Country Road will become one of Australia’s largest specialty fashion retailers with over 500 stores and over 4,500 employees across Australia, New Zealand, South Africa and Singapore. Partners Hiroshi Narushima, Janine Ryan and James Lewis led the transaction. Baker & McKenzie, led by partner Craig Andrade, advised Gresham Private Equity.

Gilbert + Tobin is also advising Australian gold producer Silver Lake Resources Ltd in respect of its acquisition of Integra Mining Ltd for A$426 million (US$450m). The transaction was announced on 6 August 2012 following a unanimously recommended takeover by scheme of arrangement at an exchange ratio of one new Silver Lake share for every 6.28 Integra shares. Partner Marcello Cardaci is leading the transaction.

J Sagar Associates has advised PVR Ltd in respect of the signing of a share subscription agreement in relation to the proposed investment by L Capital Eco Ltd (L Capital), an affiliate of L Capital Asia LLC, for up to 10 percent of PVR’s equity share capital under the preferential allotment route for a consideration of INR57.7 crores (US$10.4m). L Capital has also signed a share subscription agreement and a shareholders’ agreement with PVR Leisure Limited (PVR Leisure), a newly incorporated subsidiary of PVR, for a total investment of INR50.1 crores (US$9m). L Capital’s investment in PVR Leisure has been made partly by way of equity shares and partly through compulsorily convertible preference shares. As a part of the deal, PVR’s existing investment in PVR bluO (through which it currently operates its bowling business) will now be held through PVR Leisure. The investment by L Capital in PVR Leisure remains subject to receipt of FIPB approval. Partners Jyoti Sagar, Siddharth Shankar and Manisha Kumar led the transaction. AZB & Partners advised L Capital.

J Sagar Associates has also acted as lenders legal counsel for a consortium of banks led by IDBI Bank in respect of a cost overrun funding of INR3.3 billion (US$59.6m) for Jai Prakash Ventures Ltd (JPVL). The funding is to be used by JPVL for part financing the cost overrun for its 500 MW Bina power plant in Madhya Pradesh. Partner Aashit Shah led the transaction.

Khaitan & Co has advised Communisis Plc in respect of the acquisition of 100 percent stake in Kieon Ltd (UK) and Kieon Consulting Private Ltd (India). The addition of Kieon to the Communisis Group widens and deepens Communisis’ creative services capabilities to include the building of websites and mobile and other digital applications. Communisis is a leading provider of marketing and supply chain optimisation services. Partner Rajiv Khaitan represented the client on the transaction.

Khaitan & Co has also advised Wolters Kluwer Netherlands in respect of a global level acquisition of Acclipse Ltd. Acclipse India Private Ltd, a wholly owned subsidiary of Acclipse Ltd, was acquired pursuant to the acquisition. Wolters Kluwer is the global leading provider of tax, accounting and audit information, software and services. Partner Aakash Choubey led the transaction.

Makes and Partners has advised Jababeka International BV (Jababeka) as the issuer and PT Kawasan Industri Jababeka Tbk (PT Kawasan) as the guarantor in respect of Jababeka’s issuance of US$175 million in global bonds pursuant to rule 144A and Regulation S to qualified institutional buyers. Jababeka is a wholly owned subsidiary of PT Kawasan, one of the largest industrial property developers in Indonesia. Partners Yozua Makes and Iwan Setiawan led the transaction which closed on 26 July 2012. Milbank, Tweed, Hadley & McCloy acted as US law counsel and Linklaters acted as Dutch law, excluding Dutch tax law, counsel. Stamford Law Corporation acted as listing agent and Singapore law counsel. Credit Suisse (Singapore) Ltd and Standard Chartered Bank, as the joint bookrunners and joint lead managers, were advised by Sidley Austin as to US law.

Maples and Calder has acted as Cayman Islands counsel to Mizuho Financial Group Inc, one of Japan’s largest banking groups, in respect of an offering of US$1.5 billion principal amount of 4.2 percent subordinated notes due 2022 by Mizuho Financial Group (Cayman) 2 Ltd, a wholly owned finance subsidiary of Mizuho Financial Group, which notes will be listed on the SGX ST. Mizuho International plc, Merrill Lynch International, Goldman Sachs International and JP Morgan Securities plc were the joint lead managers for the offering. Partner Greg Knowles led the transaction whilst Simpson Thacher & Bartlett acted as US counsel and Nagashima Ohno & Tsunematsu acted as Japanese counsel. Linklaters acted for the initial purchasers.

Maples and Calder has also acted as Cayman Islands counsel to China International Capital Corporation Hong Kong Asset Management Ltd (CICCHKAM), a subsidiary of China International Capital Corporation Ltd (CICC), in respect of the launch of a new Greater China long biased equity long/short fund which is a collaboration between CICC and Sloane Robinson, one of the UK’s largest hedge fund managers. The fund will combine the investment skills of Sloane Robinson and CICC’s China related research abilities and insight into economic, policy and industrial matters both in China and abroad. Spencer Privett and Terence Ho led the transaction. Dechert, led by Peter Astleford, acted as English and US law counsel to the fund and Sloane Robinson.

Paul Hastings has represented Deutsche Bank as the sole bookrunner in respect of Ayala Corporation’s US$155 million treasury share block sale. Ayala is one of the Philippines’ largest conglomerates, with interests in real property, banking, telecommunications, water, infrastructure and energy. Ayala is looking to invest up to US$1 billion over the next five years in the transport infrastructure and power generation sectors in the Philippines, including in projects under the government’s public private partnership program. Partners Patricia Tan Openshaw and David Grimm led the transaction.

Ropes & Gray is representing Bain Capital in respect of its agreement to acquire a 30 percent stake in IT outsourcing company Genpact for approximately US$1 billion from General Atlantic LLC and Oak Hill Capital Partners LP. Closing of the transaction will take place after payment to all shareholders, including GA and Oak Hill Capital, of the special dividend of US$2.24 per share. After the transaction, the selling shareholders will in the aggregate own approximately 10 percent of Genpact’s outstanding shares. As part of the transaction, Bain Capital has agreed not to sell any Genpact shares for a period of two and a half years, subject to limited exceptions, and has agreed to a customary standstill. Partner Newk Stillwell is leading the transaction. Cravath, Swaine & Moore is representing Genpact whilst Paul Weiss is representing the sellers.

Skadden has represented Wynn Resorts (Macau) SA in respect of a new US$2.3 billion dual currency secured credit facility which consisted of: (i) a US$750 million equivalent fully funded senior secured term loan facility; (ii) a US$1.55 billion equivalent senior secured term loan facility; and (iii) an option to upsize the total senior secured facilities by an additional US$200 million. Borrowings under the senior secured credit facilities will consist of both Hong Kong dollar and US dollar tranches. The borrowings will be used to refinance Wynn Macau’s existing indebtedness and to fund the design, development and construction of Wynn Macau’s new casino resort in the Cotai area of Macau. The total cost of the Wynn Cotai project is expected to be between US$3.5 – US$4 billion. The transaction was led by partner Alan Schiffman.

Sullivan & Cromwell is representing AT&T Inc in respect of its US$600 million acquisition of NextWave Wireless Inc which holds licenses in the wireless communication services (WCS) and advanced wireless service (AWS) bands. Under the terms of the agreement, AT&T will acquire all the equity of NextWave for approximately US$25 million plus a contingent payment of up to approximately US$25 million and, through a separate agreement with NextWave’s debtholders, all of the company’s outstanding debt will be acquired by AT&T or retired by NextWave, for a total of US$600 million in cash. The transaction is subject to review by the Federal Communications Commission and to other customary closing conditions. Additionally, NextWave’s transfer of assets may be subject to Hart-Scott-Rodino review by the Federal Trade Commission and Department of Justice. Partners Eric Krautheimer and Andrew Dietderich are leading the transaction which was announced on 2 August 2012 and is expected to be completed by the end the year.

Sullivan & Cromwell has also represented Ares Management LLC, Ontario Teachers’ Pension Plan and AOT Bedding Super Holdings in respect of Advent International’s acquisition of a majority interest in AOT Bedding Super Holdings, the parent company of National Bedding Company (the majority owner and licensee of Serta) and Simmons Bedding Company. Ares Management and the Ontario Teachers’ Pension Plan, which previously controlled AOT Bedding, will maintain sizable minority stakes in the company. Partner Alison Ressler led the transaction which was announced on 5 August 2012. Advent was advised by Weil Gotshal & Manges.

WongPartnership has acted as Singapore legal counsel for First Resources Ltd in respect of the establishment of its RM2 billion (US$644.5m) Ringgit-denominated Islamic medium-term note (Sukuk Musharakah) programme and its issuance of RM600 million (US$193.3m) of Islamic medium-term notes due 2017 under the programme. Partners Hui Choon Yuen and Trevor Chuan led the transaction.

WongPartnership has also acted for Silver Lake, the global leader in technology investing, and the Partners Group, a global private markets investment management firm, in respect of the acquisition of shares in Global Blue Luxembourg Holdings Sàrl and the financing for such acquisition via facilities of €462.5 million (US$571.9m) arranged by Royal Bank of Canada, JP Morgan Ltd, Nataxis, Société Générale London Branch and Mizuho Corporate Bank Ltd as mandated lead arrangers. Partners Christy Lim, Joy Tan and Andrew Ang led the transaction.