Deals – December 23, 2015

Allen & Gledhill has advised DBS Bank Ltd as arranger, Deutsche Bank AG Singapore Branch as principal paying agent, CDP registrar and CDP transfer agent, Deutsche Bank AG Hong Kong Branch as non-CDP paying agent and non-CDP transfer agent, Deutsche Bank Luxembourg SA as non-CDP registrar, and DB International Trust (Singapore) Ltd as trustee for holders of the securities, in respect of CITIC Envirotech Ltd’s establishment of a US$750 million multicurrency perpetual securities issuance programme under which CITIC issued US$175 million 5.45 percent senior perpetual securities. Partners Margaret Chin, Sunit Chhabra and Glenn David Foo led the transaction.

Allen & Gledhill has also advised Beijing Hualian Department Store Co Ltd, as the sponsor, and BHG Retail Trust Management Pte Ltd, as manager of BHG Retail REIT, in respect of the IPO of BHG Retail REIT, a Singapore real estate investment trust. The gross proceeds raised were approximately S$394.2 million (US$280.9m). BHG Retail REIT is the first pure-play China retail REIT listed on the SGX-ST to be sponsored by a China-based group. Comprising five retail properties strategically located in Tier 1, Tier 2 and other cities of significant economic potential in China, the initial portfolio of BHG Retail REIT is valued at RMB2.8 billion (US$432m) as of 30 June 2015. Partners Jerry Koh, Chua Bor Jern, Long Pee Hua and Gloria Goh En-Ci led the transaction.

AZB & Partners is advising Havells India Ltd in respect of the acquisition by Shanghai Feilo Acoustics Co Ltd of 80 percent shareholding in Havells Sylvania Malta, which holds various subsidiaries located principally across Europe, Latin America and Asia under the Sylvania Group, and the acquisition by an affiliate of Shanghai Feilo Acoustics of 80 percent shareholding in Havells Exim Ltd held by Havells India. Havells Exim is a Hong Kong company which is a wholly-owned subsidiary of Havells India. Partner Hardeep Sachdeva is leading the transaction which is valued at INR13.4 billion (US$202.2m) and is expected to be completed by January or February 2016.

AZB & Partners has advised Pinebridge Asia Partners II LP, AIA Singapore Private Ltd and AIA International Ltd in respect of their acquisition of approximately 2.34 million shares at INR146 (US$2.20) each in Kinetic Engineering Ltd. Partners Gautam Saha and Sachin Mehta led the transaction which was completed on 1 December 2015.

Cyril Amarchand Mangaldas has advised IBS Software Services Private Ltd, a Kerala-based private company which provides software solutions to the travel, transportation and logistics industry, in respect of a secondary acquisition by Techware Investments Pte Ltd, a Singapore-based SPV of Blackstone, in IBS Software Services, which also involved a full exit of existing foreign investor General Atlantic Mauritius Ltd Mauritius from IBS Software Services. Bangalore partners Reeba Chacko and Nagavalli G led the transaction which was signed on 8 December 2015. AZB & Partners and Shardul Amarchand Mangaldas & Co advised General Atlantic Mauritius and Blackstone, respectively.

Davis Polk is advising the Special Committee of Jiayuan.com International Ltd in respect of its acquisition for US$5.04 per ordinary share or US$7.56 per American Depository Share by Baihe Network Co Ltd. The transaction is subject to customary closing conditions, including approval by Jiayuan shareholders, and is expected to close no later than the first half of 2016. Headquartered in Shanghai, China and listed on Nasdaq, Jiayuan operates the largest online dating platform in China. Baihe is listed on the National Equities Exchange and Quotations of the PRC and is among the largest matchmaking and online dating service providers in China. Baihe’s online platform Baihe.com is a leading marriage matchmaking platform in China. Corporate partners Howard Zhang and James C Lin are leading the transaction.

Davis Polk is also advising the financial adviser to the independent committee of the board of directors of Bona Film Group Ltd in respect of its approximately US$1 billion going-private acquisition by a buyer consortium consisting of the chairman and chief executive officer of Bona Film and affiliates of, or funds managed by, Alibaba, Tencent, Fosun, Sequoia and SAIF. The transaction is subject to shareholder approval and other customary closing conditions and is expected to close in the second quarter of 2016. Headquartered in Beijing, China and listed on NASDAQ, Bona Film is a leading film distributor in China with an integrated business model encompassing film distribution, film production, film exhibition and talent representation. Partner Miranda So is leading the transaction.

Dhir & Dhir Associates has advised Vipul Ltd in respect of the issue of secured, rated, listed, redeemable, non-convertible debentures aggregating to INR320 million (US$4.83m) on private placement basis. The said NCDs were subscribed by domestic as well as FII investors. Partner Girish Rawat led the transaction.

Dhir & Dhir Associates has also advised a consortium of lenders led by L&T Infrastructure Finance Company Ltd in respect of one of the largest refinance transaction in the renewable energy space in India. The consortium provided up to INR8 billion (US$120.8m) financial assistance to the SPVs of NSL Renewable Power Private Ltd to, inter-alia, refinance existing project loans. The said SPVs are collectively operating renewable power projects of 132 MW at various part of the country. Partner Girish Rawat also led the transaction.

Hogan Lovells has advised Standard Chartered Bank (SCB), Emirates NBD, Emirates Capital Ltd and Mashreq Bank in respect of a strategic financing for Joyalukkas Group, the largest, single-owned jewellery retail chain in the Middle East. Joyalukkas raised a total amount of AED500 million (US$136m) through multiple banking arrangements, including an US$80 million term loan with a five year tenor. SCB was the originating, structuring and coordinating bank and was also appointed facility and security agent for the deal. The strategic objective for Joyalukkas to take up this facility is the opportunity to refinance and reduce borrowing costs based on the prevailing Libor rates. Dubai finance partner Rustum Shah led the transaction.

Hogan Lovells has also advised HNA Group, the owner of China’s fourth largest airline, in respect of the first phase of a complex circa €1.5 billion (US$1.64b) debt finance raising in conjunction with HNA Group’s CHF2.7 billion (US$2.73b) acquisition, based on the enterprise value, of the Swissport Group, the world’s largest ground and cargo handling company, from PAI Partners. The New York law-governed transaction involved extensive cross-border elements and multiple financing components that include a €660 million (US$723.3m) Term Loan B which is expected to complete in the New Year, a €400 million (US$438.37m) senior secured high yield bond, a €290 million (US$317.8m) senior unsecured high yield bond and an up to CHF150 million (US$151.75m) revolving credit facility. This hybrid financing was arranged by Barclays, JP Morgan and UBS. Upon closing of the acquisition, the proceeds of the transaction will be utilised to re-finance certain existing debt obligations of the Swissport Group. In addition, subsidiaries of the Swissport Group from 14 different jurisdictions are expected to accede as guarantors of all the newly issued debt, as well as to provide security in respect of the financing components that are intended to be secured. The bonds were issued via a newly incorporated Luxembourg entity and will be listed on Luxembourg’s Euro-MTF market. International Debt Capital Markets partner Sylvain Dhennin (London) and banking partners Alexander Premont (Paris/London) and Gordon Wilson (Washington DC) led the transaction.

HSA Advocates has advised PTC India Financial Services Ltd in respect of the INR1.2 billion (US$18m) financing of a 66.4 MW wind power project being set up in in Rajasthan and Karnataka. Managing partner Hemant Sahai and associate partner Nilesh Chandra led the transaction.

Khaitan & Co has advised Flipkart co-founder Binny Bansal, through his financial advisor Tsai Shen Capital, in respect of his and Sachin Bansal’s investment in Intelligent Interfaces Private Ltd, the new business venture of Rahul Yadav, ex-CEO of Housing.com. Flipkart is an e-commerce company founded in 2007 and headquartered in Bangalore. Tsai Shen Capital is a boutique family office which manages high net worth individuals and is an active investor in startups. Partner Rajiv Khaitan and associate partner Vinay Joy led the transaction.

Khaitan & Co has also advised YES Bank Ltd in respect of a INR260 crores (US$39.2m) facility granted to Pioneer Genco Ltd, Pioneer Power Corp Ltd, Lakshmi Jalavidyut (Krishna) Ltd and Krishna Hydro Energy Ltd for refinancing their existing loans availed for development of hydro power projects in Karnataka, India. Yes Bank is one of India’s leading private sector full service commercial bank with pan-India presence and a focus on financing the development of infrastructure projects in India. Partner Kumar Saurabh Singh led the transaction.

Kirkland & Ellis is advising a buyer group comprised of Mr. Dong Yu, the founder of Nasdaq-listed Bona Film Group Ltd, a leading film distributor and vertically integrated film company in China, and certain other entities, including affiliates of Sequoia, Fosun, SAIF, Alibaba Pictures Group Ltd and Tencent, in respect of their acquisition of Bona at an implied enterprise value of approximately US$1 billion, based on Bona’s total shares issued and outstanding on a fully diluted basis. The merger agreement was announced on 15 December 2015. Hong Kong corporate partners David Zhang and Jesse Sheley led the transaction.

Kirkland & Ellis is also representing a consortium of investors, including, among others, CITIC Guoan, Golden Brick Silk Road Capital, Sequoia Capital China, Taikang Life Insurance, Ping An Insurance, Sunshine Insurance, New China Capital, Huatai Ruilian, Huasheng Capital or their affiliated entities, in respect of their acquisition of NYSE-listed Qihoo360 Technology Co Ltd, a leading internet company in China, in a transaction valued at US$9.3 billion, including the redemption of approximately US$1.6 billion of debt. The merger agreement was signed on 18 December 2015. Hong Kong corporate partners David Zhang, Jesse Sheley, Xiaoxi Lin and Amie Tang are leading the transaction.

Mayer Brown JSM has advised Bayline Global Ltd in respect of its acquisition of Shanghai Corporate Avenue 3 from Shui On Land Ltd. The two parties signed the sale and purchase agreement on 10 December 2015. Bayline Global is a joint venture between LKK Health Products Group Ltd, a member of Lee Kum Kee, and Vanke Property (Hong Kong) Company Ltd, in which LKK owns 90 percent of the shares and Vanke the remaining 10 percent. With the deal valued at RMB5.7 billion (US$880m), the purchase represents one of the largest real estate transactions in Shanghai in 2015. Located in the trendy Xintiandi district, Corporate Avenue 3 has a gross floor area of approximately 87,295 sq. m., comprising of 24 floors of Grade A office space and five floors of retail space. Real estate partners Alan Yip and David Ellis led the transaction.

Mourant Ozannes has advised Mr Ian Stokoe, Mr David Walker and Mr Simon Conway of PwC Corporate Finance and Recovery (Cayman) Ltd, as liquidators of the failed Weavering Macro Fixed Income Fund, in respect of securing an order from the Grand Court of the Cayman Islands for the re-payment of redemption payments to the failed Weavering Fund. In its decision dated 21 December 2015, the court ordered that redemption payments made to an investor of the fund prior to the commencement of its liquidation are to be repaid. Moreover, the Court ruled that the redemption payments constituted preferences and were therefore invalid. In doing so, the court has ordered that the redemption payments, which totaled over US$8.2 million, be repaid to the fund. The decision represents the first successful attempt by liquidators of a Cayman Islands investment fund to recover redemption payments on the basis of preference, meaning that the payments were made at a time when the fund was insolvent and made with a view to giving the investor a preference over the fund’s other creditors. Partner Shaun Folpp led the transaction.

Rajah & Tann Singapore (R&T), together with Christopher & Lee Ong (CLO), a member firm of the R&T Asia network, has acted for EuroSports Global Ltd in respect of its successful debut on the SGX’s Catalist board. The offer size was 80 million shares with the total value of S$22.4 million (US$16m). The EuroSports group presently carries ultra-luxury and luxury brands comprising mainly Lamborghini, Pagani and Alfa Romeo, and customised automobiles supplied by Touring Superleggera. The EuroSports group is Singapore’s sole authorised dealer for Lamborghini automobiles and exclusive distributor for Alfa Romeo automobiles. The EuroSports group had also secured exclusive distributorship rights for the deLaCour brand of watches for Singapore, Malaysia, Indonesia, Thailand and Brunei since 2012. R&T partners Howard Cheam, Jerry Loo and Koh Choon Yee and CLO partners Yon See Ting and Kelvin Kho led the transaction.

Shardul Amarchand Mangaldas & Co is advising the CSC Group in respect of the India leg of the acquisition of Xchanging plc by CSC Computer Sciences International Operations Ltd. The transaction involves the acquisition of Xchanging by CSC Computer Sciences and the indirect acquisition of Xchanging subsidiaries, including those in India. It also includes a proposed open offer to the public shareholders of XSL by CSC Computer Sciences, along with Computer Sciences Corp and CSC Technologies India Private Ltd as persons acting in concert. The proposed open offer is conditional upon acquisition of Xchanging by CSC Computer Sciences and is an indirect offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011. The global acquisition is valued at approximately £480 million (US$713.3m) whilst the offer size is up to approximately 27.85 million equity shares amounting to a total of approximately INR1 billion (US$15m). Kotak Mahindra Capital Company Ltd is the manager to the offer. Partners Yogesh Chande, Ashni Roy, Aparna Mehra and Ashoo Gupta are leading the transaction which was signed on 9 December 2015. Allen & Overy is acting as UK counsel for the CSC Group.

Shardul Amarchand Mangaldas & Co has also advised Mrs. Bector’s Food Specialities Ltd and its promoters in respect of the 46.75 percent stake sale to a consortium of PE firms. The present investment values Mrs. Bector’s at INR10 billion (US$150.9m). The company has long term production and supply arrangements with manufacturers such as Mondelez and ITC, making it one of the biggest manufacturers of bakery products in India. The transaction involved the sale of 46.75 percent of the company’s shares, including the sale by promoters, to the investors. Partner Raghubir Menon led the transaction.

Skadden is acting as US counsel to the Special Committee of the Board of Directors of Qihoo 360 Technology Co Ltd in respect of Qihoo’s definitive merger agreement to be acquired by a consortium of investors in an all-cash transaction valued at approximately US$9.3 billion. NYSE-listed Qihoo is a leading internet company in China. Partners Julie Gao (Hong Kong), Peter Huang (Beijing), Daniel Dusik (Beijing), Clive Rough (Hong Kong) and Joseph Yaffe (Palo Alto) are leading the transaction which was announced on 18 December 2015 and is reportedly China’s largest going private transaction for a US-listed company.

Skadden is also acting as US counsel to the buyer group in respect of its acquisition, together with SIG China Investments One Ltd, of NYSE-listed Country Style Cooking Restaurant Chain Co Ltd, a fast-growing quick service restaurant chain in China, for approximately US$45 million. The buyer group consists of Country Style Cooking co-founder and Board Chairwoman Ms Hong Li, co-founder, CEO and Director Mr. Xingqiang Zhang and Sky Success Venture Holdings Ltd. Immediately after the completion of the transaction, Country Style Cooking will be owned by the buyer group and SIG China Investments One. Partners Julie Gao, Peter Huang and Clive Rough are leading the transaction which was announced on 18 December 2015.

Slaughter and May Hong Kong is advising Alibaba Group Holding Ltd in respect of its proposed acquisition, through its subsidiary Alibaba Investment Ltd, of the media business of HKSE-listed SCMP Group Ltd for approximately HK$2.06 billion (US$265.7m). The proposed acquisition is subject to, among others, SCMP shareholders’ approval due to it constituting a very substantial disposal by SCMP under the Listing Rules. The media business of SCMP under this proposed acquisition includes the flagship newspaper the South China Morning Post, as well as the magazine, recruitment, outdoor media, events and conferences, education and digital media businesses of the SCMP group. Besides the broadsheet, other SCMP titles including the Sunday Morning Post, digital platforms SCMP.com and related mobile apps, Chinese websites Nanzao.com and Nanzaozhinan.com, and a portfolio of magazine titles including HK Magazine and the Hong Kong editions of Esquire, Elle, Cosmopolitan, The PEAK and Harper’s BAZAAR, are also the subject matter of the proposed acquisition. NYSE-listed Alibaba is the world’s largest online and mobile commerce company. Partners Benita Yu and Clara Choi are leading the transaction.

Slaughter and May is also advising COSCO Pacific Ltd in respect of its proposed acquisition of China Shipping Ports Development Co Ltd, which is interested in a portfolio of container terminals in the PRC and other parts of the world, for RMB7.63 billion (US$1.2b). The proposed acquisition forms part of the multi-billion dollar reorganisation of the businesses of the COSCO group and the businesses of the China Shipping group, the leading companies in the PRC shipping industry. Upon completion of the reorganisation, container shipping, terminal operation and financial services will become a principal business of China COSCO Holdings Company Ltd (COSCO Pacific’s holding company), COSCO Pacific and the China Shipping group, respectively. COSCO Pacific is currently the world’s fourth largest container terminal operator. The proposed acquisition would result in COSCO Pacific becoming the world’s second largest container terminal operator in terms of total throughput in 2014. Partner Lisa Chung is leading the transaction.

Sullivan & Cromwell is representing General Electric Company (US) in respect of its sale, through its subsidiary GE Ireland USD Holdings Unlimited Company, of GE group’s leasing business in Japan to Sumitomo Mitsui Finance and Leasing Company Ltd (Japan) for approximately ¥575 billion (US$4.75b). Tokyo corporate partner Keiji Hatano is leading the transaction which was announced on 15 December 2015.

Walkers has acted as Cayman Islands counsel to BNP Paribas as the lead manager in respect of the issuance of US$143.71 million floating rate guaranteed notes due 2025 by Aeronautic Investments 18 Ltd, unconditionally and irrevocably guaranteed by Compagnie Française d’Assurance pour le Commerce Extérieur. This transaction marks Coface’s first guaranteed bond transaction for an Asian client. It also represents the world’s first-ever Coface guaranteed bond transaction financing ATR aircraft. Partner Kristen Kwok led the transaction.

WongPartnership is acting for CMA CGM SA, as the offeror, and BNP Paribas Singapore Branch, The Hongkong and Shanghai Banking Corp Ltd Singapore Branch and JP Morgan (SEA) Ltd, as the financial advisers to CMA, in respect of CMA’s pre-conditional voluntary general offer for all the issued and paid up ordinary shares in the capital of Neptune Orient Lines Ltd, other than those already owned, controlled or agreed to be acquired by CMA, for approximately S$3.4 billion (US$2.42b). Partners Andrew Ang, Anna Tan, Chan Sing Yee, Christy Lim and Felix Lee are leading the transaction.

WongPartnership has also acted for DBS Bank Ltd and Oversea-Chinese Banking Corp Ltd as arrangers and dealers in respect of PT Soechi Lines Tbk’s establishment of a S$300 million (US$213.6m) secured multicurrency medium term note programme, where its Dutch subsidiary Soechi Capital BV is the issuer, PT Soechi Lines is the guarantor, and a further PT Soechi Lines’ Dutch subsidiary Soechi International BV is an obligor. Partners Hui Choon Yuen and Trevor Chuan led the transaction.