Asia Deal Digest: December 13, 2012

 

 

Simpson Thacher & Bartlett and Debevoise & Plimpton are advising on the $4.2 billion sale of a majority stake in International Lease Finance Corp., the aircraft leasing arm of insurance giant American International Group Inc., to a consortium of Chinese investors. The deal gives a group of Chinese investment companies comprising New China Trust Co., China Aviation Industrial Fund, and P3 Investments Ltd. an 80 percent share in ILFC. AIG, the recipient of a U.S. taxpayer-funded bailout in the wake of the 2008 financial crisis, has been following a strategy of selling noncore assets and refocusing on its primary insurance business. The deal is pending approval by both U.S. and Chinese regulators and is expected to close in the second quarter of 2013. Simpson Thacher is advising the consortium, with Hong Kong partner Kathryn Sudol and Los Angeles partner Daniel Clivner leading the firm's work on the deal. The Debevoise team acting for AIG is being led by partner John Vasily in New York. [Read full story]

Shearman & Sterling acted for the government of Mongolia in its November 28 issue in Singapore of $1.5 billion in dollar-denominated bonds, the country’s first ever sovereign note offering. Though initially oversubscribed, the notes have subsequently dropped in value over concerns about the stability of the Mongolian government. The MPRP said it was no longer able to work with the free-market Democratic Party, the news service reported. Shearman Asia managing partner Matthew Bersani, based in Hong Kong, took the lead for the Mongolian government on the issue, while Beijing-based Lehman, Lee & Xu advised on Mongolian law. Allen & Overy Hong Kong partners Walter Son and James Grandolfo acted for joint lead arrangers Bank of America Merrill Lynch, Deutsche Bank AG, The Hongkong and Shanghai Banking Corp. Ltd., J.P. Morgan, and TDB Capital Inc., while Singapore partner Kenny Kwan advised on Singapore listing issues.
 

Baker & McKenzie has advised Hong Kong–based Champion Real Estate Investment Trust on the establishment of a $1 billion guaranteed medium-term note program. The bonds will trade on the Hong Kong Stock Exchange, with the money raised being used to refinance existing debt and for general corporate purposes. Baker & McKenzie Hong Kong partners Milton Cheng and Andrew Lockhart represented Eagle Asset Management (CP) Ltd., which manages Champion REIT, while Hong Kong partner Jason Ng acted for trustee HSBC Institutional Trust Services (Asia) Ltd. Linklaters served as counsel to The Hongkong and Shanghai Banking Corp. Ltd., arranger of the program.  
 

Clifford Chance is advising Chinese conglomerate Jiangsu Jinsheng Industry Co. Ltd. on its $700 million acquisition of the natural fibers and textile components business of Swiss industrial manufacturer Oerlikon Corp. AG. That division of Oerlikon, which comprises 3,800 employees, accounted for about $1.2 billion in sales in 2011. The deal is expected to close in the third quarter of next year, after which Jinsheng Industry will reinstate the brand—Saurer—the division used prior to its 2007 merger with Oerlikon. Shanghai partner Glen Ma led the transaction for Clifford Chance, along with Beijing partner Maggie Lo, Munich partner Stefanie Tetz, and Dusseldorf partner Marc Besen. Freshfields Bruckhaus Deringer Dusseldorf partners Stephan Waldhausen and Gregor von Bonin acted for Oerlikon.
 

China Cinda Asset Management Co. Ltd. has sold about $320 million in three-year renminbi-denominated dim sum bonds at a yield of 4 percent on the Hong Kong Stock Exchange through its subsidiary Biotronic Ltd. Cinda was one of four asset managers created in 1999 by the Chinese government in order to take up $224 billion in bad loans held by the country’s four biggest lenders. Clifford Chance advised China Cinda on the deal, with Hong Kong partner Connie Heng taking the lead. Davis Polk & Wardwell Hong Kong partner Eugene Gregor represented underwriters Standard Chartered Bank (Hong Kong) Ltd., UBS AG, and Wing Lung Bank Ltd.

 

King & Wood Mallesons is advising PetroChina Co. Ltd. on its $1.63 billion acquisition of a stake in a Western Australia natural gas project from BHP Billiton Ltd. PetroChina’s Australian subsidiary is purchasing an 8 percent interest in the East Browse liquefied natural gas joint venture and a 20 percent stake in the West Browse JV, allowing BHP to exit its partnership with Woodside Petroleum Ltd., Royal Dutch Shell Plc., BP Plc., and Japan’s Mitsubishi Corp., and Mitsui & Co. The other JV members have the right to match PetroChina’s offer, according to a BHP statement. If they do not, and regulators approve the deal, the acquisition is expected to close in the first half of next year. King & Wood Mallesons Hong Kong partner Joshua Cole and Perth partners David Perks, Tim Warman, and Sally Audeyev are advising PetroChina. Ashurst is advising BHP Billiton on the sale. [Read full story]

 

Minter Ellison is advising Cromwell Property Group on its raising of an anticipated $163 million through an institutional equity placement and security purchase plan. The Australian Securities Exchange–listed real estate investment trust and property fund manager plans to use the proceeds to seed an unlisted retail syndicate known as the Box Hill Trust, repay debt, and provide working capital. Sydney partners Stuart Johnson and Daniel Scotti are advising Cromwell for the capital raising, while Herbert Smith Freehills is representing joint lead managers Bank of America Merrill Lynch and RBS Morgans. Bank of America also served as the sole bookrunner.

Webjet, Australia and New Zealand’s largest online travel agency, is purchasing Travelocity.com’s Zuji airline-ticketing service for $30 million. Zuji is active in Hong Kong, Singapore, and Australia, with the latter market accounting for more than $300 million a year in total ticket sales. The deal is expected to close in the first quarter of 2013, pending regulatory approval. Minter Ellison Melbourne partners James Hutton and Joanne Dunne are representing longtime client Webjet on the transaction. Baker & McKenzie Sydney partner David Holland is acting for Travelocity.com parent Sabre Corp.

 

Morrison & Foerster is advising Singapore’s Global Logistic Properties Ltd. and its joint venture partners on real estate acquisitions in Brazil worth a total $1.5 billion. The firm represented GLP in the formation of two joint ventures with the Canada Pension Plan Investment Board, China Investment Corp., and the Government of Singapore Investment Corp., and in those JVs’ purchase of 40 warehouses and other logistics facilities in Brazil from São Paulo–based asset management company Prosperitas. About 90 percent of the properties are located in São Paulo or Rio de Janeiro. The deal is expected to close by the end of the month. Morrison & Foerster Tokyo partners Eric Piesner, Stan Yukevich, and Theo Seltzer are representing GLP and the JVs. Partner Sergio Machado of São Paulo–based Lefosse Advogados is advising Prosperitas. [Read full story]

Shearman & Sterling is advising Swiss chocolate maker Barry Callebaut AG on its $950 million purchase of the cocoa ingredients division of Singapore’s Petra Foods Inc. The all-cash deal, which will make Barry Callebaut the world’s largest cocoa processor, includes Petra’s cocoa processing facilities in Indonesia, Malaysia, Thailand, Brazil, Mexico, Germany, and France. In a statement, Barry Callebaut said the deal will expand its cocoa sourcing beyond its current West African base to Asia and Latin America. The company says it expects the acquisition will also help it increase access to consumers in those markets. The deal requires the approval of regulators and Petra shareholders, but is expected to close next summer. Shearman London partner Jeremy Kutner is serving as lead adviser to Barry Callebaut, with Singapore’s WongPartnership acting as local counsel. Stamford Law Corp. partner Wai Ming Yap is acting for Petra Foods. [Read full story]

 

Herbert Smith Freehills, Khaitan & Co., and Amarchand & Mangaldas & Suresh A Shroff & Co. advised Japan’s Otsuka Pharmaceutical Factory Inc. and Mitsui & Co. Ltd. on their $193 million joint venture with Indian biotechnology company Claris Lifesciences Ltd. The JV will focus on injectable drugs, according to India’s Economic Times, with a 20 percent share each held by Claris and Mitsui and 60 percent controlled by Otsuka. Herbert Smith Freehills Tokyo partner James Robinson and Khaitan & Co.’s Bhavik Narsana took the lead for Otsuka, while Amarchand acted for Mitsui. AZB & Partners senior partner Abhijit Joshi served as counsel for Claris.

 

Fashion label Kate Spade recently bought out Japanese retailer Sanei International Co. Ltd.’s 51 percent stake in their joint venture, Kate Spade Japan Co. Ltd., for $47.6 million. Kate Spade, a wholly owned subsidiary of Lucky Brand and Juicy Couture owner Fifth & Pacific Cos. Ltd., formed the JV with Sanei in 2009. The company will continue to sell its Kate Spade and Jack Spade products in Japan. Nishimura & Asahi partners Katsuyuki Yamaguchi, Megumi Shimizu, and Stephen Bohrer represented Kate Spade, while Orrick, Herrington & Sutcliffe Tokyo partner Mark Weeks and New York partner Quinn Moss led the team that acted for Sanei International.