Deals of the Week 11/30/2012

Posted on November 30, 2012 at 8:11 PM

Sullivan & Cromwell is representing Ally Financial Inc (US) in the sale of operations in Europe and Latin America and its share in a joint venture in China to General motors financial company Inc (US) for approximately US$4.2 billion. Partners C Andrew Gerlach and Jay Clayton led the transaction which was announced on 21 November 2012.

Davis Polk advised UBS AG Hong Kong Branch as initial purchaser of a US$125 million Regulation S only offering by China Aoyuan Property Group Ltd of its 13.875 percent senior notes due 2017. Partners William F Barron and Paul Chow led the transaction whilst Haiwen & Partners advised as to PRC law. China Aoyuan Property Group Ltd was advised by Linklaters as to US and Hong Kong law, Guangxin Lawyers as to PRC law and Conyers Dill & Pearman as to Cayman Islands and British Virgin Islands law.

Freshfields Bruckhaus Deringer advised China Unicom (Hong Kong) Ltd in its proposed acquisition of 100 percent equity interest in Unicom New Horizon Telecommunications Company Ltd from China United Network Communications Group Ltd through a wholly-owned subsidiary of China Unicom for approximately RMB12.17 billion (US$1.95b). Completion of the acquisition depends on relevant PRC regulatory and shareholder approval and is expected to take place no later than 31 December 2012. China chairman Teresa Ko and partner Grace Huang led the transaction.

Herbert Smith Freehills advised BOCI Asia Ltd, Citigroup Global Markets Ltd and JP Morgan Securities plc as the joint lead managers in the issuance of US$300 million 4.125 percent guaranteed notes due 2022 by China Taiping Capital Ltd, a wholly-owned subsidiary of China Taiping Insurance Holdings Company Ltd. Partners Jason Sung, Tommy Tong, Kevin Roy and Philip Lee led the transaction which closed on 21 November 2012.

Baker & McKenzie International’s Singapore and Thailand member firms jointly advised United Overseas Banks through wholly-owned subsidiary UOB Asset Management Limited on acquisition of all shares in ING Funds (Thailand) Company Limited. Partner Jon Worsfold led the transaction in Singapore and partner Theppachol Kosol led the charge in Thailand.

Paul Hastings represented China Everbright International Ltd in its US$200 million term loan facilitiesprovided by Asian Development Bank (ADB) to two wholly-owned subsidiaries ofChina Everbright. The financing is in the form of a direct US$100 million A-loan and a complementary B-loan of up to US$100 million, to be funded by commercial lenders with ADB acting as “lender on record”. Partners Raymond Li and Vivian Lam led the transaction.

Slaughter and May is acting as the Hong Kong legal adviser to the 17 underwriters, including China International Capital Corporation, HSBC, Credit Suisse and Goldman Sachs, who are the joint sponsors, in the offering and listing of H shares of The People’s Insurance Company (Group) China Ltd (PICC) on the HKSE. PICC is seeking to raise up to approximately US$3.5 billion (or US$4 billion assuming full exercise of the over-allotment option). Dealings in the H shares of PICC on the HKSE are expected to commence on 7 December 2012. Partners Benita Yu and Lisa Chung led the transaction.

Simmons & Simmons in association with TMI Associates advised Sealed Air Corporation in its divestiture of subsidiary Diversey GK to funds advised by the Carlyle Group. The sale closed 15 November 2012 with approximate gross proceeds of ¥30 billion (US$365m). The firms also advised on a number of spin-off arrangements related to the separation of Diversey GK from the Sealed Air group, including transfer and licensing of intellectual property, procurement, distribution, the joint service of customers and information technology services. Japan country head Jason Daniel, with partner Nobuyuki Watanabe, led the transaction. Carlyle was advised by Skadden, Arps, Slate,Meagher & Flom and Nishimura& Asahi.

Allen & Gledhill is advising CapitaMall Trust Management Ltd on its private placement to raise gross proceeds of S$250 million (US$204.6m). Partners Jerry Koh, Chua Bor Jern and Teh Hoe Yue are leading the transaction.

Allen & Gledhill is also advising BOC Aviation Pte Ltd in the establishment of a US$2 billion euro medium term note programme under which BOC Aviation may issue notes. Citigroup Global Markets Singapore Pte Ltd and The Hongkong and Shanghai Banking Corporation Ltd have been appointed as arrangers of the programme whilst BOCI Asia Ltd, Citigroup, DBS Bank Ltd, HSBC, JP Morgan (SEA) Ltd and Morgan Stanley Asia (Singapore) Pte have been appointed as initial dealers. Partners Margaret Chin, Ong Kangxin and Sunit Chhabra are leading the transaction.

Amarchand & Mangaldas & Suresh A Shroff Co acted as Indian legalcounsel to DISA Holding A/S in itssale offer of DISA India Ltd shares under stock exchange mechanism to comply with the minimum public holding requirements in DISA India Ltd. ICICI Securities acted as broker to the seller in the INR40 crores (US$7.2m) to INR45 crores (US$8.1m) transaction. Partner Kalpataru Tripathy led the transaction which closed on 20 November 2012.

Amarchand & Mangaldas & Suresh A Shroff Co also advised India Agri Business Fund Ltd and employee trust REAL Trust in theinvestment of Prabhat Dairy Private Ltd via subscription of compulsorily convertible preference shares. The agreement provides for a co-investment by another private equity fund within the time frame stipulated in the agreement. Partner Raghubir Menon led the transaction which closed on 28 September 2012. Prabhat Dairy Private Ltd was advised by Crawford Bayley.

AZB & Partners advised PineBridge Investments Japan Co Ltd in its acquisition of 100 percent of AIG Capital India Private Ltd, indirectly acquiring AIG Global Asset Management Company(India) Private Ltd (the asset management company of AIG Global Investment Group Mutual Fund (AIG Mutual Fund) and AIG Trustee Company (India) Private Ltd. Pinebridge is also acting as sponsor of AIG mutual Fund, to be renamed as PineBridge Mutual Fund. Partner Shuva Mandal led the transaction, completed 5 October 2012.

AZB & Partners is also advising Ergo International AG on its proposed acquisition of 26 percent of the equity share capital of Avantha Ergo Life Insurance Company Ltd. Partner Rajendra Barot is leading the transaction which was signed on 1 November 2012.

Norton Rose advised the Republic of Indonesia ifor the second time in its establishment of a US$3 billion sukuk issuance program and the initial issuance of US$1 billion of sukuk under the program. The issuance, which closed on 21 November 2012, has a maturity of ten years, with periodic distributions of 3.3 percent per annum. The issuance was governed by English law and was offered under Rule 144A and Regulation S of the US Securities Act to a broad range of investors based inside and outside the US. The joint lead managers for the transaction wereDeutsche Bank, HSBC and Standard Chartered Bank. Partner Ji Liu led the transaction.

Rajah & Tann is acting for Koh Brothers Group Ltd in its proposed subscription of 155 million new ordinary shares and 165 million new warrants to be issued by Metax Engineering Corporation Ltd. The consideration for the new shares is S$8.215 million (US$6.65m) and the consideration for the exercise of all the new warrants is S$8.745 million (US$7.16m). Completion of the transaction is subject to theSecurity Industry Council having granted Koh Brothers and its concert parties a waiver of their obligation to make a mandatory general offer for the shares of Metax Engineering which are not owned, controlled or agreed to be acquired by them. Following the issue of 155 million new shares, Koh Brothers will be Metax Engineering’s largest shareholder, holding an approximately 41 percent stake. If 165 million new warrants are exercised, Koh Brother’s stake will be increased to 59 percent following issues of new shares. Partners Goh Kian Hwee, Lawrence Tan and Soh Chai Lih are leading the transaction which was announced on 25 October 2012. Stamford Law Corporation is advising Metax Engineering.

Wong & Partners, the Malaysian member firm of Baker & McKenzie International, advised VLCC Health Care Ltd in the cross-border acquisition of a majority shareholding interest in Wyann International (M) Sdn Bhd. Partner Munir Abdul Aziz led the transaction.

WongPartnership acted for Gemshine Investments (S) Pte Ltd, a joint venture company formed by entities related to Prudential's Asia Property Fund (APF) and Frasers Centrepoint Ltd, in the financing of a S$519 million (US$424.7m) acquisition by Gemshine from Sengkang Mall Ltd of the entire issued share capital of the five companies that collectively own all of the strata units in Compass Point, a suburban shopping mall in Singapore. Partner Alvin Chia led the transaction.

WongPartnership also acted for Asia Systems Ltd, a newly incorporated company fo the Northstar group, in the acquisition of a controlling 50.05 percent stake in Nera Telecommunications Ltd (NeraTel) from Oslo Stock Exchange listed Eltek ASA and the mandatory unconditional cash offer for all the remaining ordinary shares in the issued and paid-up capital of NeraTel. The acquisition values the whole of NeraTel at about S$177.3 million (US$145m). Partners Ng Wai King, Andrew Ang and Milton Toon led the transaction. Stamford Law, led by Lean Min-tze and Elizabeth Kong, advised Eltek.




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