Deals – September 21, 2016

Clifford Chance is also advising the underwriters, including China International Capital Corporation, Morgan Stanley, Bank of America Merrill Lynch, Goldman Sachs and JP Morgan, as the joint sponsors on the US$8 billion listing in Hong Kong of Postal Savings Bank of China (PSBC). This is the largest share offering globally thus far for 2016. PSBC is a leading retail bank in China with the largest distribution network and largest customer base. Partners Tim Wang, Amy Lo and Fang Liu, supported by partner Jean Thio, are leading the transaction.

Colin Ng & Partners has acted as lead counsel for the launch of Wavemaker Pacific 1 (WP1), a Singapore domiciled, Asia Pacific focused fund that seeks to realise long-term capital appreciation for its investors, primarily by making venture capital investments in the securities of private companies primarily engaged in high technology industries. Managed by Wavemaker Pacific Partners, WP1 is offered to high-net-worth individuals and corporations. Partners Bill Jamieson and Amit Ramkrishn Dhume led the transaction.

ELP has advised Stellar Value Chain Solutions and Anshuman Singh on an agreement with an affiliate of Walburg Pincus to invest US$125 million in Stellar Value. Partners Sujjain Talwar, Darshan Upadhyay and Aakanksha Joshi led the transaction, which was completed on August 5, 2016.

ELP has also advised Yes Bank on the provision of up to Rs840 million (US$12.5m) term loan to three limited liability partnerships under a co-borrower structure. The facility is for the repayment of contributions made by the promoters for the purchase via slump sale of 31.25MW wind energy assets in Dhule and Sangli, Maharashtra from Jaiprakash Associates. The transaction involved credit facilities on the security of project assets and charge over the receivables arising out of the project. In addition, the security for the facility included pledge of listed shares of Sun Pharmaceutical Industries held by Lakshdeep Finance and Investments, a promoter group company of the borrowers. IL&FS Trust Company acted as the security trustee. Partners Sujjain Talwar and Babu Sivaprakasam and associate partner Deep Roy led the transaction which was completed on July 15, 2016.

Khaitan & Co has advised NorthEdge Capital and Sumo Digital Holdings on the India leg of the sale of the entire 100 percent stake by NorthEdge Capital in Sumo Digital to Perwyn. NorthEdge Capital manages £525 million (US$611.9m) worth of private equity funds aimed at lower mid-market buy-out and development capital transactions. Partner Rabindra Jhunjhunwala and associate partner Sameer Sah led the transaction.

Khaitan & Co has also advised Aircel and its shareholder Maxis Communications on the merger, by way of slump sale, of the entire wireless telecommunications business of Reliance Communications and Reliance Telecom into Aircel and Dishnet Wireless. This deal is the largest ever consolidation in the Indian telecommunications sector. The merged company will be one of India’s largest private sector companies with an asset base of over Rs650 trillion (US$9.7t) and net worth of Rs350 trillion (US$5.2t). Aircel is one of India’s leading innovative mobile service providers and is credited with the fastest 3G roll out ever in the Indian telecom space. Senior partner Haigreve Khaitan and partners Niren Patel and Mehul Shah, assisted by associate director Vinita Krishnan, partners Avaantika Kakkar, Adheesh Nargolkar, Gaurav Juneja and Prateek Kumar and associate partners Manisha Shroff, Peshwan Jehangir and Harsh Walia, led the transaction.

Maples and Calder has acted as BVI counsel to Haikou Meilan International Airport Investment on its issue of Rmb525 million (US$78.7m) 7.25 percent guaranteed notes due 2018 to be consolidated and form a single series with the Rmb900 million (US$135m) 7.25 percent guaranteed notes due 2018 issued by the company on June 16, 2015 and July 3, 2015. The notes are guaranteed by Haikou Meilan International Airport Company which operates Meilan Airport, the main gateway to Hainan Island in China. The new notes will be listed on the SGX-ST. Partner Derrick Kan led the transaction while Latham & Watkins acted as Hong Kong counsel. Clifford Chance acted as Hong Kong counsel for Societe Generale, Bank of China, CCB International Capital and Shanghai Pudong Development Bank as the joint lead managers.

Maples and Calder has also acted as BVI counsel to Huarong Finance II on its issue of US$500 million 2.875 percent unsubordinated guaranteed perpetual securities under its US$11 billion medium term note programme guaranteed by China Huarong International Holdings, with the benefit of a keepwell deed and a deed of equity interest purchase, investment and liquidity support undertaking by China Huarong Asset Management, the largest financial asset management company in China in terms of total assets. The notes will be listed on the HKSE. Partner Stacey Overholt led the transaction while Linklaters acted as Hong Kong and English counsel to the issuer and China Huarong Asset Management. Clifford Chance acted as English counsel for the joint lead managers.

Norton Rose Fulbright has advised ASX-listed Thorn Group on its sale of receivables management company National Credit Management (NCM) to Australian debt collector Credit Corp for A$22.6 million (US$17m). NCM operates in Australia and New Zealand as a diversified receivables management business with a focus on debt purchasing and agency collection. The sale to Credit Corp includes a purchased debt ledger book with a carrying value of more than A$20 million (US$15.1m), 90 staff and 120 client agency agreements. Partner Ben Smits led the transaction.

Rajah & Tann Singapore is acting for Marvellous Glory Holdings on the pre-conditional voluntary offer to acquire all the issued and paid-up ordinary shares in the capital of China Minzhong Food other than those already held by Marvelous Glory at the date of the offer. The pre-condition to the offer is the acceptance of the offer by the independent shareholders of Indonesia-listed Indofood Sukses Makmur (ISM), which holds approximately 82.88 percent of the issued shares in China Minzhong, and the independent shareholders of Hong Kong-listed First Pacific Company, which holds a 50.07 percent shareholding interest in ISM. The offer of S$1.20 (US$0.88) per China Minzhong share was announced on September 6, 2016. Marvellous Glory is an SPV incorporated in the BVI for purposes of the offer and is owned by Prosperous Investment Holdings, a company ultimately wholly-owned by Anthoni Salim and China Minzhong, which will be beneficially owned by Lin Guo Rong, Siek Wei Ting, Wang Da Zhang and Huang Bing Hui. Singapore Main Board-listed China Minzhong is a Singapore-incorporated company principally involved in the cultivation, production and sale of processed vegetables, fruit and vegetable beverages. Partner Lawrence Tan is leading the transaction which was valued at approximately S$786.5 million (US$577.7m) and is yet to be completed.

Skadden has represented Nasdaq-listed Ctrip.com International, a leading travel service provider of accommodation reservation, transportation ticketing, packaged tours and corporate travel management in China, on the pricing of the 28.5 million American depositary shares (ADSs) at US$45.96 each. Ctrip also priced the concurrent offering of US$900 million convertible senior notes due 2022. The pricing of the ADSs and the notes was announced on September 7, 2016. Concurrently with the closing of the ADS and the notes offerings, Ctrip will close private placements of its ordinary shares with Baidu and The Priceline Group, both of which are Ctrip’s existing shareholders, at US$100 million and US$25 million, respectively, and private placement of US$25 million convertible notes with Priceline. Partners Julie Gao, Haiping Li, Jonathan Stone (Hong Kong), Sean Shimamoto (Palo Alto) and Michael Hoffman (New York) led the transaction.

WongPartnership is acting for Temasek Holdings on the sale by its wholly-owned subsidiaries of a 21 percent stake in Thailand’s Intouch Holdings Public Company and a 7.39 percent stake in India’s Bharti Telecom to Singapore Telecommunications (Singtel) for S$2.47 billion (US$1.63b) and the placement of 385.6 million new Singtel shares to Temasek for S$1.61 billion (US$1b). The acquisitions and the placement are inter-conditional. Managing partner Ng Wai King and partners Mark Choy, Audrey Chng, Chan Jia Hui, Lam Chung Nian and Kylie Peh are leading the transaction.

WongPartnership has also acted for ICICI Venture Funds Management on its joint venture with Tata Power to create an investment platform, Resurgent Power Ventures, which has an initial capital of US$850 million to invest in power projects in India. Partners Ong Sin Wei and Felicia Marie Ng led the transaction.