Asia Deal Digest: February 14, 2013

 

 

Allens and Allen & Overy have key legal roles in the $9 billion Nghi Son oil refinery project in Vietnam. Allens acted for the joint venture developing the project in negotiations over a $5 billion engineering, procurement and construction contract with a consortium of regional contractors including Japan’s JGC Corp. and South Korea’s GS Engineering & Construction, who will build the refinery. The team was led by Hanoi partner Bill Magennis and Perth partner Michael Hollingdale, with help from Ho Chi Minh City partner Robert Fish and Sydney partner Phillip Cornwell. Allen & Overy is representing the lenders funding the project, which include export credit agencies and regional and international commercial banks. The firm declined to comment. Allens also acted for Nghi Son in negotiations with the Vietnamese government over state guarantees and an undertaking agreement. Magennis advised on this as well, along with fellow Hanoi partner Hop Dang. Hanoi’s Vietbid Law Firm represented the Vietnamese government in these negotiations. [Read full story]Clifford Chance is advising Asia Outsourcing Gamma Ltd., a company controlled by private equity group CVC Capital Partners, on its $300 million acquisition of the outsourcing arm of Philippine Long Distance Telephone Co., the Philippines’ largest telecommunications carrier. The deal, which is subject to regulatory approval, is expected to close in March. As part of the deal, Philippine Long Distance will reinvest 20 percent of the proceeds from the sale into Asia Outsourcing Gamma, and continue to partner with CVC in its business operations. Clifford Chance Hong Kong partner Neeraj Budhwani is leading the firm’s team on the deal. Counsel for Philippine Long Distance Telephone was not available at press time.

 

Allens is advising Westpac Banking Corp. on a $1.25 billion hybrid security sale. The notes, which will be used as reserve capital, will pay a quarterly distribution and convert to ordinary shares in eight years. Allens Sydney partners Stuart McCulloch, Larry Magid, and Julian Donnan are acting for Westpac, while Herbert Smith Freehills Sydney partners Philippa Stone and Patrick Lowden are representing joint lead managers Westpac Institutional Bank, ANZ Securities Ltd., Commonwealth Bank of Australia, Macquarie Capital (Australia) Ltd., Morgan Stanley Australia Securities Ltd., and UBS AG.
 

King & Wood Mallesons and Herbert Smith Freehills are advising on the National Australia Bank's proposed $750 million sale of convertible preference shares. The shares are expected to start trading on the Australian Securities Exchange on February 21. King & Wood Mallesons Sydney partners Diana Nicholson and Ian Paterson are representing the issuer while Herbert Smith Freehills Sydney partner Philippa Stone is acting for underwriters NAB Wholesale, J.P. Morgan, RBS Morgans, Evans & Partners, Commonwealth Bank of Australia, UBS AG, and Deutsche Bank AG.
 

King & Wood Mallesons has advised Guohua Energy Investment Co. (Guohua) on its $400 million purchase of a 75 percent stake in Hydro Tasmania’s 168-megawatt Musselroe wind farm project in East Tasmania. Shenhua Clean Energy Holdings, a joint venture of Guohua and a Shenhua Group subsidiary, and Hydro Tasmania will establish a joint venture, Musselroe Wind Power Holdings, to develop the project. The 300-megawatt wind power facility is expected to be operational by June 2013. The King & Wood Mallesons team was led by Beijing partner Xin Jiong and senior associate Claire Rogers in Sydney. Herbert Smith Freehills acted for Hydro Tasmania.
 

 

Latham & Watkins has acted for MCE Finance, a subsidiary of Macau casino operator Melco Crown Entertainment, on its $1 billion notes issue on the Singapore Exchange. The company plans to use the proceeds to pay down existing debt worth about $965 million. Hong Kong partners Bryant Edwards and Eugene Lee advised MCE finance, while Walkers Hong Kong partner Kristen Kwok advised on offshore matters. White & Case and Maples and Calder represented joint bookrunners and joint lead managers Deutsche Bank AG, The Australia and New Zealand Banking Group, Bank of America Merrill Lynch, and Citigroup Inc. Manuela Antonio Lawyers and Notaries and Henrique Saldanha Lawyers and Notaries advised MCE Finance and the underwriters, respectively, on Macau law. [Read full story]KWG Property Holding Ltd., a Chinese property developer, has issued $300 million worth of senior notes in Hong Kong. Sidley Austin advised the issuer on Hong Kong and U.S. law, while Jingtian & Gongcheng advised on Chinese law. Conyers Dill & Pearman served as offshore counsel. Davis Polk & Wardwell Hong Kong partner William Barron and London partner John Paton advised initial purchasers Citigroup Global Markets Ltd., Goldman Sachs (Asia), The Hongkong and Shanghai Banking Corp. Ltd., ICBC International Securities Ltd., Standard Chartered Bank, and UBS AG. Beijing’s Commerce & Finance Law Offices advised the banks on Chinese law.

 

Paul Hastings has advised Chinese property developer Future Land Development Holdings Ltd. on a $200 million debt issue on the Hong Kong Stock Exchange. Proceeds from the dollar-denominated note sale will be used to pay off debt and fund further property acquisitions. The Paul Hastings team was led by Greater China head Raymond Li, and included Hong Kong partners Vivian Lam and David Grimm. Joint bookrunners Merrill Lynch International, Deutsche Bank, UBS, and Haitong International turned to Shearman & Sterling for legal counsel.

 

Paul Hastings represented property investment company Mingfa Group (International) Co. Ltd. on a $100 million senior notes issue. The money raised will be used to refinance debts and for general corporate purposes. Raymond Li and Hong Kong partners Vivian Lam, David Grimm, and Christian Parker led on the transaction. Joint bookrunners Credit Suisse, Citi, ICBC International Capital, RBS, and Morgan Stanley were advised by Skadden, Arps, Slater, Meagher & Flom.

 

Morrison & Foerster and Nishimura & Asahi are advising on a planned merger of the semiconductor businesses of Fujitsu Ltd. and Panasonic Corp. According to Fujitsu’s press statement, both companies will consolidate the design and development functions of their large-scale integration (LSI) chip business, which produces processors used in consumer electronics like televisions and digital cameras, and will establish a joint venture company for that business. Discussions are also being held with the Development Bank of Japan on funding the deal. Fujitsu is being represented by Morrison & Foerster Tokyo partner Kenneth Siegel as well as Saori Nakamura, a partner with Morrison & Foerster’s Japanese associated firm, Ito & Mitomi. Fujitsu has been a longtime client of Morrison & Foerster. Panasonic is being represented by Tokyo firm Nishimura & Asahi. [Read full story]

 

Davis Polk & Wardwell and AZB & Partners have advised Indian energy company Reliance Industries Ltd. on a recent issue of $800 million in U.S. dollar–denominated notes. The funds raised will go toward capital expenditures. Davis Polk London partners Jeffrey O’Brien and John Paton led the team acting for Reliance. Shearman & Sterling and Indian firm J. Sagar Associates represented underwriters Merrill Lynch, Pierce, Fenner & Smith Inc., Citigroup Global Markets Inc., The Hongkong and Shanghai Banking Corp. Ltd., Barclays Bank Plc., Deutsche Bank AG, J.P. Morgan Securities Plc., and The Royal Bank of Scotland Plc.

 

The government of India has sold a 10 percent stake in state-owned exploration company Oil India Ltd. for $591 million. ALMT Legal partners Dhanya Menon and Rajat Bopaiah advised on local law, while New York–based Morrison Cohen partner Richard Baumann acted as international counsel. Amarchand & Mangaldas & Suresh A. Shroff & Co. partner Prashant Gupta and Cleary Gottlieb Steen & Hamilton London partner Sebastian Sperber represented brokers Citigroup, The Hong Kong and Shanghai Banking Corp. Ltd., and Kotak Mahindra Bank.

 

Linklaters and Paul Hastings have advised on a $114 million global depositary receipts offering by Seoul-based original equipment manufacturer Youngone Corp. The company, which makes outdoor sportswear for Nike and The North Face, will use the money for capital expenditures, the expansion of manufacturing facilities, and general corporate purposes. Linklaters Hong Kong partner Hyung Ahn acted for Youngone Corp., while Paul Hastings Seoul of counsel Dong Chul Kim represented Credit Suisse as the sole bookrunner on the transaction.