Allen & Gledhill has advised CLI Treasury and CapitaLand Investment on the establishment of a S$6 billion (US$4.4b) euro medium term note program by CLI Treasury, pursuant to which CLI Treasury may issue notes, including perpetual notes, from time to time. Notes issued under the program will be guaranteed by CapitaLand Investment. Partners Tan Tze Gay, Wu Zhaoqi and Sunit Chhabra led the firm’s team in the transaction.
Allen & Gledhill is also advising PropertyGuru on its US$1.78 billion proposed listing in New York, through a business combination with Bridgetown 2 Holdings, a NASDAQ-listed special purpose acquisition company. Partners Hilary Low, Richard Young and Chong Zhuo Chen led the firm’s team in the transaction.
Allen & Overy has advised Exploration and Production (PTTEP), Thailand’s national petroleum exploration and production company, on the establishment of its medium-term note program and public offering of digital bonds under the program, valued at β6 billion (US$183m) in what is Asia’s first fully-digitalised corporate bond via a digital wallet. PTTEP’s digital bonds were issued in cooperation with Krungthai Bank, Thailand’s second largest commercial bank by assets, which acted as sole lead arranger on the transaction. They were made available for purchase on Krungthai’s ‘Pao Tang’ mobile application, which is Thailand’s largest electronic financial platform/digital wallet with more than 33 million active users. The issuance also marks the first time in the region that a corporate bond offered in the primary market can be traded anywhere and at any time into cash in the secondary market, via a digital wallet. The ‘Pao Tang’ mobile application is designed as an ‘open digital platform’ and can be used by any Thai citizen in the country, including those without an existing Krungthai bank account. This was the first time in ten years that PTTEP has issued bonds to the general public in Thailand. The bonds also have a tenor of five years, and include a step-up interest rate with a minimum of two percent per annum and a maximum of 2.75 percent, averaging 2.25 percent per annum. Bangkok banking practice head partner Stephen Jaggs led the firm’s team in the transaction.
AZB & Partners is advising Go Digit General Insurance on the Rs14.86 billion (US$200m) acquisition of equity stake in the company by Faering Capital Growth Fund III, Faering Capital International Growth Fund III, Ithan Creek Master Investors (Cayman), Wellington Hadley Harbor AIV Master Investors (Cayman) III, SCI Growth Investments III, IIFL Special Opportunities Fund-Series 8, IIFL Monopolistic Market Intermediaries Fund and miscellaneous individual investors and employees of Go Digit. Partners Darshika Kothari and Arvind Ramesh are leading the firm’s team in the transaction, which was signed on November 8, 2021 and is yet to be completed.
AZB & Partners has also advised International Finance Corporation on its Rs3.36 billion (US$45m) acquisition of equity stake in UpGrad Education, operator of a technology-driven online higher education (above K12) platform UpGrad. Partner Dushyant Bagga led the firm’s team in the transaction, which was signed on June 30, 2021 and was completed on July 28, 2021.
Baker McKenzie and its Singapore member firm Baker McKenzie Wong & Leow have advised Muang Thai Life Assurance (MTL) on its debut issuance of US$400 million regulatory-compliant tier 2 capital notes. The notes have a maturity period of 15.25 years, with an early redemption option in the fifth year of issue, and are offered to investors outside Thailand and the US, pursuant to Regulation S; there is no step-up coupon feature. This landmark deal was the first tier 2 offering by a Thai insurer to investors overseas, and one of the first from SE Asia. The notes are listed in Singapore. Bangkok partners Amnart Pitakgorn and Kowit Adireksombat and Singapore partner Xavier Amadei, supported by Bangkok partners Chaveewan Likhitwattanachai and Sivapong Viriyabusaya, led the firm’s team in the transaction, which also marked one of the highest allocations to asset managers in Asia.
Baker McKenzie and its Singapore member firm Baker McKenzie Wong & Leow have also acted as lead legal counsel to EDP Renewables (EDPR) on its acquisition, via an agreement with Sunseap major shareholders, of an 87.4 percent stake in Sunseap for €600 million (US$680m), which represents an enterprise value of €870 million (US$986m). This substantial investment in Sunseap will make EDPR, which is the world’s fourth largest renewable energy producer, further establish its presence in the Asia Pacific renewable energy market. Sunseap’s portfolio includes 5.5 GW of renewable projects at different stages of development. This investment complements EDPR’s footprint in the rest of the world, and enhances the deployment of a portion of its US$22 billion investment plan through 2025. In addition, this tie-up will also enable knowledge transfer from EDPR to Sunseap for the Asian market, including in wind energy, while generating opportunities for collaboration in areas of energy storage and green hydrogen. Between signing and closing, EDPR may upsize its stake to 91.4 percent. Singapore principals Ashok Lalwani and Kenny Kwan, supported by Baker McKenzie Wong & Leow principals Caryn Ng, Martin David, Kim Hock Ang, Kah Chin Chu, Dennis Lim, Ken Chia, Zhao Yang Ng and Harikumar Pillay, and Baker McKenzie partners Lan Phuong Nguyen (Vietnam) and Ean Mac Pherson (Japan ), led the firm’s team in the transaction, which is subject to regulatory and other customary precedent conditions.
Bird & Bird has advised 90 Seconds and its founder on its business combination with Murri Holdings, a special purpose acquisition company sponsored by Bombora Investment Management. With the A$11 million (US$8m) fund raise as a result of Bombora’s investment, the transaction puts 90 Seconds at a market capitalization of A$86 million (US$63m) ahead of its planned Australia listing. 90 Seconds is a cloud-based corporate video creation company, and its platform is currently being used by more than 13,700 creators. Some of its existing investors include major VC funds Sequoia Capital, AirTree Ventures and SIG. Singapore partner Marcus Chow led the firm’s team in the transaction.
Clifford Chance has advised global investment group Caisse de dépôt et placement du Québec (CDPQ) on the approximately US$2.7 billion co-investment in the Greater Changhua 1 offshore wind farm and associated holdco financing. This transaction marks the first time holdco financing, which is more common in Europe’s offshore wind market, is deployed in Asia Pacific’s offshore wind market. In December 2020, CDPQ, together with minority local investor Cathay PE, entered into a share purchase agreement to acquire 50 percent of Greater Changhua 1 from Ørsted, a leading Danish multinational power company. Ørsted will continue to own the remaining 50 percent, while also contracting with the project company to construct and operate the project. The 50-50 partnership is the first of its kind in the Asia Pacific offshore wind sector. It also represents CDPQ’s first direct investment in Taiwan through its infrastructure team, which has a long track-record in the renewable energy sector. Upon approval of the investment by Taiwanese authorities, completion of the share sale and financial close under the holdco financing occurred in early November 2021. Proceeds of the holdco financing are used by the investors to pay the consideration for the share purchase and fund their portion of construction and development costs. The funding was provided to Mercury Taiwan Holdings, the joint investment vehicle of CDPQ and Cathay PE, by 17 international and Taiwanese commercial banks and life insurers, along with Export Development Canada (participating in its first offshore wind financing in Taiwan). The commercial banks and life insurers benefit for a portion of the financing cover from EKF, K-SURE, Atradius and UK Export Finance. The 605MW offshore wind farm, which is located off the coast of Changhua County in Taiwan, will be supplying clean power to over 650,000 Taiwanese families. Construction is underway and is scheduled to be completed in 2022. Singapore partner Ross Howard, supported by Singapore partners Valerie Kong and Paul Landless, led the firm’s team in the transaction.
JSA has advised Creation Investments India IV on its investment in Vastu Housing Finance. Vastu is backed by Multiples Asset Management and senior industry leaders from the BFSI sector. In this round, Vastu raised about US$200 million, led by Creation Investments and Norwest Partners. IIFL Asset Management also invested in this round. The transaction involved primary equity infusion of about US$125 million, and the balance was via secondary sale by current investors. Vastu is a digitally-enabled retail affordable finance company. Vastu has also set up Vastu Finserve, a nonbank financial company, for vehicle and MSME financing to become a diversified consumer lender. Partner Lalit Kumar, supported by partners Bharati Joshi, Kumarmangalam Vijay, Manish Mishra and Anjana Potti, led the firm’s team in the transaction.
JSA has also advised State Bank of India, Union Bank of India, UCO Bank, Bank of Maharashtra and Indian Bank on a secured term loan facility of R44 billion (US$578m) extended to MSRDC Tunnels (MTL), a wholly-owned subsidiary of Maharashtra State Road Development Corporation. MTL has been awarded the concession, on design, build, finance, operate and transfer basis involving a blend of both annuity and toll models, for designing and constructing the missing link of the Mumbai Pune Expressway, as well as to augment the existing section of Mumbai Pune Expressway between Khalapur Toll Plaza and Khopoli Exit. This will reduce travel time by bypassing the congested and geometrically deficient Lonavala Ghat section of the existing Mumbai Pune Expressway. The facility will be utilised for part-financing this project. Partner Dina Wadia, supported by partner Soumitra Majumdar, led the firm’s team in the transaction, which was valued at US$580.43 million.
L&L Partners has advised Virescent Renewable Energy Trust on the private placement of up to 10,000 non-convertible debt securities aggregating up to Rs10 billion (US$134m) across three, five and seven- year tranches. Virescent runs with the objective of undertaking investment activities as an InvIT, in accordance with the Securities and Exchange Board of India (Infrastructure Investment Trusts) Regulations 2014. The transaction is the first issuance by a renewable energy InvIT in India. The proceeds of the issuance will be primarily utilized in refinancing of existing debt at the SPV level, as well as funding of holding companies and the SPVs. Partner Karan Mitroo, supported by partner Purvi Dabbiru, led the firm’s team in the transaction.
Maples and Calder has acted as Cayman Islands counsel to TDCX, a Singapore-based Cayman Islands company, on its IPO and listing in New York. TDCX is a high-growth digital customer experience solutions provider for innovative technology and other blue-chip companies in Southeast Asia, Europe and Latin America. The offering, which closed on October 5, 2021, raised approximately US$348.5 million. Partner Richard Spooner led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom, Thanathip & Partners and Zhong Lun Law Firm acted as US, Thai and Chinese counsels, respectively. Latham & Watkins acted as US counsel to Goldman Sachs and Credit Suisse, as the underwriters.
Maples and Calder has also acted as Cayman Islands counsel to NIO, a pioneer and a leading company in the premium smart electric vehicle market in China, on its sale up to US$2 billion of its American depositary shares, each representing one Class A ordinary share of the company, through an at-the-market equity offering program to certain sales agent. Partner Lorraine Pao led the firm’s team in the transaction, while Skadden, Arps, Slate, Meagher & Flom acted as US counsel. Latham & Watkins acted as US counsel to the sales managers.
Rajah & Tann Singapore has advised Nanyang Technological University on the establishment of its S$1 billion (US$737m) multicurrency medium term note program, and its subsequent issuance of S$650 million (US$479m) 2.185 percent sustainability-linked notes due 2036, under the program. The notes are the world’s first publicly-offered sustainability-linked bonds by a university. Partners Lee Xin Mei, Eugene Lee and Lee Weilin led the firm’s team in the transactions.
Rajah & Tann Singapore is also advising Asian Tour on the establishment of its partnership with LIV Golf Investments to boost the Asian Tour. The partnership will introduce a new premier professional golf league sanctioned by the Asian Tour, and has a projected commitment totaling US$200 million over the next 10 years, beginning 2022. Partner Lau Kok Keng is leading the firm’s team in the transaction.
Wong & Partners has acted for XCL SG Holdings, an affiliate of XCL Education, on its acquisition from GEMS Holdings and Varkey Group of 100 percent of the equity interest in GEMS Education Malaysia, which owns and operates the GEMS International Schools. Partner Stephanie Phua led the firm’s team in the transaction, which was completed on October 13, 2021. White & Case acted as international counsel to XCL SG Holdings.
WongPartnership has acted for KKR, as shareholder of PropertyGuru, on the US$1.8 billion merger with Bridgetown 2 Holdings, a special purpose acquisition company backed by Richard Li and Peter Thiel. Managing partner Ng Wai King and partners Kyle Lee and Soong Wen E led the firm’s team in the transaction.
WongPartnership has also acted for a global investment company on its Series D investment into newly-minted FinTech unicorn Nium. Partner Kyle Lee led the firm’s team in the transaction, together with partner Tian Sion Yoong.
