Asia Deal Digest: October 31, 2013

, The Asian Lawyer

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China/Hong Kong
 
Rajah & Tann is advising investment company New Oceana Ltd. on its proposed $1.1 billion acquisition of Singapore-listed, Shandong-based Chinese food company People’s Food Holdings Ltd. Based in Shandong Province, China, People’s Food manufactures frozen and processed meat products, including ham and sausages, under the brand Jinluo. Partners Evelyn Wee, Danny Lim and Soh Chai Lih are leading the Rajah & Tann team advising New Oceana. Stamford Law Corp. partner Bernard Lui is acting for People’s Food.

Clifford Chance has advised Haitong Securities Co. Ltd. on a $900 million bond offering, the Chinese brokerage’s first dollar-denominated issue. Hong Kong capital markets partners Jean Thio and Connie Heng led the Clifford Chance team acting for Haitong on the issue. Linklaters represented joint global coordinators Bank of China Ltd., Bank of China (Hong Kong) Ltd., BOCI Asia Ltd., Deutsche Bank AG and Haitong International Securities Co. Ltd. [Read full story]

Clifford Chance acted for CHALCO Hong Kong Ltd., a wholly owned subsidiary of state-owned China Aluminum Corp. of China Ltd., on an issue of $350 million in senior perpetual securities. Proceeds will used for general corporate purposes. Clifford Chance Hong Kong partners Connie Heng and Jean Thio led the issuer’s representation, with Maples and Calder Hong Kong partner Christine Chang acting as British Virgin Islands counsel. Linklaters advised bookrunners Australia and New Zealand Banking Group Ltd., The Hongkong and Shanghai Banking Corp. Ltd. and Natixis S.A.

White & Case has advised Chinese real estate developer Greentown China Holdings Ltd. on a $300 million senior notes issue. Hong Kong partner Anna-Marie Slot and Beijing partner David Li led the White & Case team advising the issuer, with Hangzhou-based T&C Law Firm acting as Chinese counsel and Maples & Calder Hong Kong partner John Trehey acting as offshore counsel. Davis Polk & Wardwell Hong Kong partner William Barron acted for underwriters Deutsche Bank AG, Singapore Branch; The Hongkong and Shanghai Banking Corp. Ltd.; Goldman Sachs (Asia) L.L.C.; BOCI Asia Ltd.; Industrial and Commercial Bank of China (Asia) Ltd.; Standard Chartered Bank; and UBS AG, Hong Kong Branch. Beijing’s Jingtian & Gongcheng advised the banks on Chinese law.

Minter Ellison Hong Kong partner Barbara Mok acted for Chinese railway control system developer Zhuzhou CSR Times Electric Co. Ltd. on a $294 million private share placement. Proceeds raised will be used to purchase raw materials and machinery. Herbert Smith Freehills Hong Kong partners Matt Emsley and Kevin Roy advised placing agent Goldman Sachs (Asia) LLC.

Simpson Thacher & Bartlett has advised China Huirong Financial Holdings Ltd., a Suzhou-based short-term lender, on a $110 million initial public offering in Hong Kong. The company will used the capital raised to grant real estate–backed secured loans. Hong Kong partner Christopher Wong and Beijing partner Daniel Fertig led Simpson Thacher’s team on the deal, with Haiwen & Partners and Conyers Dill & Pearman advising on Chinese and Cayman Island law, respectively. Paul Hastings Hong Kong partners Raymond Li, Catherine Tsang, David Grimm and Zhaoyu Ren represented sole underwriter UBS AG, Hong Kong Branch, with King & Wood Mallesons acting as Chinese counsel.

Orrick, Herrington & Sutcliffe has advised Chinese menswear company Cabbeen Fashion Ltd. on its $57 million Hong Kong initial public offering. Proceeds from the IPO will be used to expand Cabbeen’s design capabilities, set up five new outlets in China’s Guangdong province, and further promote the brand. Jingtian & Gongcheng advised the issuer on Chinese law, with Conyers Dill & Pearman Hong Kong partner Christopher Bickley acting as Cayman Islands counsel. Fried, Frank, Harris, Shriver & Jacobson Hong Kong partner Carolyn Sng and New York partner Joshua Wechsler advised underwriters Merrill Lynch International and CCB International Capital Ltd., with Tian Yuan Law Firm acting as Chinese counsel.


Southeast Asia

Morgan, Lewis & Bockius is advising Texas-based Newfield Exploration Co. on the $898 million sale of its Malaysian offshore oil and gas interests to SapuraKencana Petroleum Bhd., the oil arm of the family-controlled Sapura Group, in an all-cash deal. The deal is subject to the approval by state-owned Petroliam Nasional Bhd., with which Newfield has production sharing contracts in Malaysia, as well as SapuraKencana shareholders, and is expected to close early next year. Newfield is selling its international businesses to focus on domestic resource plays. The money raised from the sale will go toward paying down existing debt and for general corporate purposes. Houston partner David Asmus led the Morgan Lewis team advising Newfield, with help from Houston partner Joseph Roger, London partner Mathew Kidwell, Palo Alto partner Barton Bassett, New York partner Gary Rothstein and Brussels partner Izzet Sinan. The Newfield in-house team was led by general counsel John Marziotti. Skrine partner Faizah Jamaludin advised on Malaysian law matters. Partner Alan Jones of London-based LXL acted for SapuraKencana. [Read full story]


Japan

Squire Sanders and White & Case separately advised Japan’s NTT Communications Corp. on its acquisition of two U.S. cloud computing space providers, Virtela Technology Services Inc. and RagingWire Data Centers, for a combined worth of $875 million. Squire Sanders Tokyo managing partner Ken Kurosu is leading the team advising NTT on the Virtela deal. Counsel for Virtela was not available at press time. White & Case is acting for NTT on the RagingWire deal, with a team led by Tokyo partner Brian Strawn, Silicon Valley partner Eric Hwang and New York partner David Dreier. Denver’s Holland & Hart is representing RagingWire, with Reno-based partners David Garcia and Fritz Battcher leading work on the deal. [Read full story]

Jones Day is advising Japanese oil company Idemitsu Kosan Co. Ltd. on its $374.3 million investment in Canada’s Petrogas Energy Corp. Petrogas specializes in midstream oil and gas services in Canada and the United States. Jones Day Tokyo of counsel Eric Sedlak is leading the advisory team acting for Idemitsu, with Washington, D.C.–based of counsel Tom Smith advising on antitrust matters. Heenan Blaikie Toronto partners Subrata Bhattacharjee and Allen Garson are advising on local law matters. Norton Rose Fulbright is representing Petrogas. [Read full story]


Singapore

Allen & Gledhill has acted for Singapore real estate Frasers Commercial Trust on the establishment of a $799 million medium-term notes program. The trust, which owns properties in Singapore and Australia, is an affiliate of Singaporean beverage company Fraser and Neave Ltd. Proceeds will be used to refinance its existing borrowings and finance further investments. Leading the Allen & Gledhill team are partners Au Huey Ling and Daselin Ang. Allen & Gledhill partner Sunit Chhabra also advised the issuer on tax issues while partner Ong Kangxin acted for trustee British and Malayan Trustees Ltd. WongPartnership partners Hui Choon Yuen and Khoo Yuh Huey advised underwriters DBS Bank Ltd. and Standard Chartered Bank.

Orrick, Herrington & Sutcliffe has advised Singapore-based online game developer IGG Inc. on a $129 million Hong Kong initial public offering. IGG, which has most of its development team in China, was also advised by Jingtian & Gongcheng on Chinese law, TSMP Law Corp. on Singapore law, Lee & Li on Taiwanese law, Cochingyan & Peralta Law Office on Philippine law, Holland & Hart on Nevada law and Conyers Dill & Pearman on Cayman Islands law. DLA Piper Hong Kong partner Esther Leung advised underwriters China Everbright Capital Ltd. and China Everbright Securities (HK) Ltd.


Australia

Herbert Smith Freehills advised airline Virgin Australia Holdings Ltd. on its $797 million equipment note offering. The notes were backed by Virgin Australia’s existing fleet of 24 Boeing passenger jets. Proceeds raised will be used to repay the company’s existing debts and for general corporate purposes. Herbert Smith Freehills team of lawyers was led by Sydney partner John Angus and Singapore partner Rod Howell, with support by Brisbane partner Matthew Fitzgerald, Sydney partners Amanda Wales and Mark Clifton, and Singapore partner Siddhartha Sivaramakrishnan. Milbank, Tweed, Hadley & McCloy acted for underwriters Goldman Sachs, Credit Agricole and Natixis S.A. Milbank’s team was led by New York partners Drew Fine and Arnold Peinado, with partners Andrew Walker, Joel Krasnow and Helfried Schwarz also involved in the transaction.

Minter Ellison has advised Australian coal company Cockatoo Coal Ltd. on raising $399 million through a combination of debt and equity financing. The total financing comprises $157 million in new shares placed with South Korea’s SK Networks Co. Ltd., Hong Kong’s Noble Group Ltd. and other institutional investors, as well as three loan facilities from the Australia and New Zealand Banking Group Ltd. worth a combined $242 million. Proceeds raised will be used to repay Cockatoo’s existing loan with KEB Australia Ltd. and expand its mine operation in Baralaba, Queensland.  Minter Ellison Sydney partner James Philips led a team advising Cockatoo that also included Sydney partners Daniel Scotti and Leigh De Jong. Ashurst Sydney partners Ian Williams, Graeme Tucker and Tony Ryan advised SK Networks, while Clayton Utz Sydney partner Rory Moriarty acted for Noble Group.

Minter Ellison advised FKP Property Group, a Sydney-based real estate investment firm that specializes in retirement village developments, on a $164 million institutional entitlement offer. Proceeds raised will be used to repay the company’s short-term debt. The offer was underwritten by Goldman Sachs Australia Pty Ltd., which also assisted Australian property developer Stockland Corp. Ltd. in selling its 11.5 percent stake in FKP for $110 million as part of the deal. Minter Ellison Brisbane partner Gary Goldman and Sydney partner Daniel Scotti led the team of lawyers acting for the issuer. Herbert Smiths Freehills Sydney partner Philippa Stone represented Goldman.


India

Amarchand & Mangaldas & Suresh A. Shroff & Co. Mumbai partners Cyril Shroff and Indranath Bishnu have advised Singapore Airlines on a $100 million joint venture to launch an airline with Tata Sons Ltd., an affiliate of conglomerate Tata Group. Tata Sons will own 51 percent of the venture, while Singapore Airline will hold the remaining 49 percent. The planned airline is expected to begin operation by May or June 2014. AZB Partners acted for Tata Sons.

Email: qleung@alm.com.

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