Asia Deal Digest: January 16, 2014

, The Asian Lawyer

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Japan

Cleary Gottlieb Steen & Hamilton New York partners Paul Shim and Benet O'Reilly are advising Japanese brewer and distiller Suntory on its $16 billion deal to buy Beam, the maker of bourbon brands such as Jim Beam and Maker's Mark. Osaka-based Suntory, which makes a range of alcoholic beverages that includes Yamazaki whiskey and Premium Malt's beer, will pay $83.50 in cash for each Beam share. The equity value of the deal is $13.6 billion, while Suntory will also assume more than $2 billion in debt. The deal is expected to close in the second quarter of 2014. Sidley Austin Chicago partners Thomas Cole and Beth Flaming are acting for Beam. [Read full story]


China/Hong Kong

Paul Hastings, which advised Chinese meat processor Shuanghui International Holdings Ltd. on its $7.1 billion takeover of Smithfield Foods Inc. last May, will also represent the company on an upcoming $6 billion Hong Kong initial public offering. Shuanghui is expected to apply as early as next week to list on the Hong Kong Stock Exchange, with a listing to follow no later than April, according to the South China Morning Post. Cleary Gottlieb Steen & Hamilton is acting for the underwriters, which reportedly include China Citic Securities, BOC International, Goldman Sachs, UBS AG, Morgan Stanley and Standard Chartered. Both firms declined to comment. [Read full story]

Sullivan & Cromwell and Freshfields Bruckhaus Deringer have the lead roles on the expected $3.6 billion initial public offering of Hong Kong tycoon Li Ka-shing’s local electric utility. Li’s Power Assets Holdings Ltd. is spinning off its HK Electric utility into a trust, and plans to sell 4.4 billion at a range of $0.70 to $0.81 apiece. The final price for the IPO is expected on Jan. 22, with trading to commence a week later. Sullivan & Cromwell is advising the issuer, with a team led by Hong Kong partner William Chua.* Freshfields Hong Kong partner Grace Huang is advising joint global coordinators Goldman Sachs (Asia) and The Hongkong and Shanghai Banking Corp. Ltd. [Read full story]

Davis Polk & Wardwell Hong Kong partner Antony Dapiran and Beijing partner Li He advised China National Offshore Oil Corp. subsidiary China Oilfield Services Ltd. on a $758.9 million share placement on the Hong Kong Stock Exchange. In a filing to the HKSE, state-run China Oilfield said it was raising the capital for general corporate purposes. KangDa Law Firm acted as Chinese counsel to the company. Freshfield Bruckhaus Deringer Hong Kong partners Teresa Ko and Calvin Lai and Beijing partner Richard Wang acted for underwriters China International Capital Corp. Hong Kong Securities Ltd., Credit Suisse (Hong Kong) Ltd., J.P. Morgan Securities Plc., Goldman Sachs (Asia) and Morgan Stanley & Co. International Plc. on U.S. and Hong Kong law. Zhong Yin Law Firm advised the banks on Chinese law.

Chiu & Partners advised YuanShengTai Dairy Farm Ltd. on its $425 million Hong Kong initial public offering. The Chinese raw milk producer sold 1.2 billion shares at $0.35 apiece, and plans to use the money to build new farms. Freshfields Bruckhaus Deringer Hong Kong partners Richard Wang and Calvin Lai advised underwriters Credit Suisse (Hong Kong) Ltd. and Macquarie Capital Securities Ltd. Sullivan & Cromwell Hong Kong partner Kay Ian Ng advised China Mengniu Co. Ltd. as a cornerstone investor in the IPO, with the company purchasing $60 million worth of shares.

Weil, Gotshal & Manges is advising NewQuest Capital Partners and its affiliates on a proposed $190 million acquisition of China Hydroelectric Corp. Hong Kong–based NewQuest is offering $1.17 per ordinary share or $3.51 per American Depositary Share. Both the board of directors and a special committee set up by the board to review the offer have approved the deal and will recommend to shareholders that they do the same. Upon completion of the deal, which is expected in the first half of 2014, the target would be delisted from the New York Stock Exchange. Hong Kong corporate partner Akiko Mikumo led Weil’s advisory team. Davis Polk & Wardwell Hong Kong partners Kirtee Kapoor and Mark Lehmkuhler is advising the special committee. O'Melveny & Myers Shanghai partner Portia Ku and New York partner Paul Scrivano are representing China Hydroelectric. Conyers Dill & Pearman, Walkers Hong Kong partner Denise Wong and Appleby partner Simon Raftopoulos are serving as Cayman Islands counsel to NewQuest, the special committee and China Hydroelectric, respectively.

Skadden, Arps, Slate, Meagher & Flom Beijing partner Daniel Dusek is representing Denver-based WhiteWave Foods Co. on its joint venture with China Mengniu Dairy Co. Ltd., and the JV’s subsequent $85 million purchase of Yashili Zhengzhou, a production facility still under construction that is currently owned by infant formula and soymilk products maker Guangdong Yashili Group Co. Ltd. Zhong Lun Law Firm is advising China Mengniu Dairy. Sullivan & Cromwell Beijing partner Gwen Wong is advising Yashili.

Eversheds represented Chinese property developer New World China Land Ltd. on its $18.5 million purchase of German hospitality company Penta Hotel Holdings Ltd. Penta manages 24 hotels in Germany, United Kingdom, Belgium, Czech Republic and Austria. Hong Kong partner Stephen Mok advised New World, with help from Munich partners Alexander Honrath and Thomas Ziegler. German firm Oppenhoff & Partner acted for Penta Hotel.


Southeast Asia

Stephenson Harwood has advised budget airline VietJet Aviation Joint Stock Co. on the purchase of up to 46 aircraft engines for the company’s Airbus planes from CFM International S.A., a joint venture between GE Aviation and France’s Safran S.A. At current market prices, the deal could be worth as much as $800 million. Singapore partner Paul Ng, who also heads Stephenson Harwood’s global aviation practice, was the lead lawyer on the deal. CFM International used in-house counsel in negotiations.

Jones Day acted for a subsidiary of Indonesian energy company PT Saka Energi Indonesia on its proposed $650 million acquisition of certain offshore oil and gas assets owned by Hess Corp. Saka Energi, which is 99 percent owned by natural gas transportation and distribution company PT Perusahaan Gas Negara Tbk, bought Hess’s Ujung Pangkah assets off the coast of the island of Java. Hong Kong partners Maria Tan Pederson and Ben McQuhae led the Jones Day team advising Saka Energi. Freshfields Bruckhaus Deringer Singapore partner Gavin MacLaren represented Hess.

Ashurst represented Japan Bank for International Cooperation and a group of commercial lenders on the $629 million financing for a gas-fired power plant in Southern Thailand. The 920 megawatt plant is expected to be operational by mid-2016. Ashurst Tokyo partners John McClenahan and Harvey Weaver, Singapore partner Matthew Bubb and Hong Kong partner Christopher Whiteley acted for JBIC and the banks, which included Sumitomo Mitsui Banking Corp., Mizuho Bank Ltd., Bangkok Bank Pcl., Oversea-Chinese Banking Corp. and Bank of Tokyo-Mitsubishi UFJ Ltd. Baker & McKenzie Singapore associate firm Wong & Leow advised plant developer Khanom Electricity Generating Co. Ltd., led by partner Chew Chin. Baker & McKenzie Bangkok partners Sawanee Sethsathira and Viroj Piyawattanametha also advised Khanom on the deal.


Australia

Herbert Smith Freehills advised packaging products maker Pact Group Holdings Ltd. on its $584.9 million initial public offering on the Australian Securities Exchange. The deal, which took place Dec. 17, was the country’s largest IPO of 2013. Pact plans to use the money to pay down debt and fund acquisitions. Melbourne partner Michael Ziegelaar led the Herbert Smith Freehills advisory team. King & Wood Mallesons Sydney partner Shannon Finch acted for underwriters Credit Suisse AG and Macquarie Capital.

Baker & McKenzie Sydney partner Craig Andrade is advising U.S. private equity company Platinum Equity on its $411 million purchase of a 70 percent stake in Sensis Pty. Ltd., a directories business owned by Australian telecom Telstra Corp. Ltd. Sensis publishes the Yellow Pages, White Pages, Citysearch and other directories in the country. Willkie Farr is also acting for Platinum. Sullivan & Cromwell Melbourne partner Robert Chu and New York partner John Estes are representing Telstra, along with King & Wood Mallesons Melbourne partners Stephen Minns, Joseph Muraca and Ian Solomon.

Herbert Smith Freehills Melbourne partner Shane Kyriakou represented Guildford Coal Ltd. on its sale of $65 million in bonds. The company sold $10 million of convertible notes and $55 million in amortizing notes to repay existing debt and for working capital. Clifford Chance Sydney partners Scott Bache and Lance Sacks advised investment fund manager OCP Asia as arranger and subscriber of the bonds.


Singapore

Latham & Watkins New York partner Greg Rodgers advised Singaporean microchip maker Avago Technologies Ltd. on a $1 billion convertible bond issue to private equity company Silver Lake Partners. Silver Lake is purchasing the bonds in order to provide financing to Avago for its $6.6 billion proposed merger with LSI Corp. WongPartnership partners Hui Choon Yuen, James Choo and Tan Shao Tong advised Avago on local law. Simpson Thacher & Bartlett Palo Alto partners William Hinman and Daniel Webb represented Silver Lake.

Rajah & Tann has acted for computer products distributor SiS International Holdings Ltd. on the establishment of a $236 million medium-term note program. The company plans to use the money for general corporate purposes, such as refinancing existing debt and future capital expenditures. WongPartnership partners Hui Choon Yuen Goh Gin Nee advised joint arrangers and dealers DBS Bank Ltd. and Oversea-Chinese Banking Corp. Ltd.

Email: tbrennan@alm.com.

*Updated, 1/17/14: This story has been updated to include William Chua as the Sullivan & Cromwell partner advising Li Ka-shing's local electric utility on its IPO.

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