Asia Deal Digest: December 12, 2013

, The Asian Lawyer

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Australia/New Guinea

French oil and gas giant Total S.A. used in-house lawyers to negotiate a proposed deal to acquire natural gas assets in Papua New Guinea for up to $3.6 billion. Houston-based InterOil Corp. currently holds a license to develop two gas fields in the South Pacific country, which Total plans to buy with between $1.5 billion and $3.6 billion, depending on the amount of natural gas the two fields contain. The deal is expected to close in the first quarter of next year. Total handled the transaction in-house though it was unclear at press time which in-house lawyers took the lead. Herbert Smith Freehills Perth partner Stuart Barrymore led the team advising InterOil. [Read full story]

Herbert Smith Freehills advised Leighton Properties, the property development arm of Australia’s Leighton Group, on its $374 million sale of a 30-story Sydney office tower to Singapore’s Suntec Real Estate Investment Trust. Leighton Group will then lease the tower as its new headquarters. Brisbane partner Luke Simpson led Herbert Smith Freehill’s representation of the seller. K&L Gates Melbourne partner Catherine Moore and Sydney partner Robert Savage acted for Suntec.

Allens has advised Goodman Australia Industrial Fund on a $309 million acquisition of a Sydney corporate park from Rathdrum Properties Ltd. Sydney partner Victoria Holthouse led the team of Allens lawyers advising Goodman, which also included Sydney partners Andrew Mansour and Penny Nikoloudis. Gilbert + Tobin Sydney partner Amanda Hempel acted for the seller.

Allen & Overy has acted for Australian credit data service provider Veda Group on a $308 million initial public offering. The issuer will primarily use the funds raised to reduce its existing debt. Sydney partner Tony Sparks led the Allen & Overy team advising Veda. Herbert Smith Freehills Sydney partner Philippa Stone acted for the underwriters Citigroup Global Markets Australia Pty Ltd. and UBS AG, Australia Branch.


China/Hong Kong

Freshfields Bruckhaus Deringer, Hong Kong firm Li & Partners and King & Wood Mallesons are advising China Everbright Bank Co. Ltd. on its upcoming $2.8 billion initial public offering in Hong Kong. The bank, which plans to use the proceeds to boost its capital base and further grow its business, is a division of state-run financial company China Everbright Group. Freshfields Hong Kong partners Richard Wang and Calvin Lai are advising the issuer on U.S. and Hong Kong law. Li & Partners partner Kelvin Chan is also advising China Everbright Bank on Hong Kong law, while King & Wood Mallesons is serving as Chinese counsel. Davis Polk & Wardwell Hong Kong partners Antony Dapiran and Li He are representing joint global coordinators China International Capital Corp., UBS AG, Morgan Stanley Asia Ltd. and China Everbright Securities (HK) Ltd. Jingtian & Gongcheng Beijing partner Gerry Peng is advising the underwriters on Chinese law. [Read full story]

Allens and Clifford Chance have had the lead role on a $1 billion deal that will see Princeton, N.J.–based specialty chemical company Rockwood Holdings Inc. and China’s Chengdu Tianqi Industry Group form a joint venture to share ownership of Australian lithium producer Talison Lithium Pty Ltd. Tianqi, which bought Talison in February for $796 million, will continue to hold a 51 percent interest in Perth-based Talison, with the remainder going to Rockwood. As part of the agreement, Tianqi will provide $204 million in equity to the venture, while Rockwood will contribute $196 million and a two-year secured loan of $670 million. The deal, subject to regulatory approvals, is expected to close in the first quarter of 2014. Sydney partners Guy Alexander, Marcus Clark, Fiona Crosbie and Mark Kidston and Perth partner Mark McAleer led the Allens team advising Chengdu Tianqi. Clifford Chance Frankfurt partner Arndt Stengel, Perth partner Michael Lishman, Hong Kong partner Emma Davies and Düsseldorf partner Marc Besen acted for Rockwood. [Read full story]

Clifford Chance has advised Spanish bank Banco Santander SA on its agreement to buy an 8 percent stake in Bank of Shanghai from HSBC Holdings Plc. Bank of Shanghai is a medium-sized urban bank based in Shanghai. The financial terms have not been disclosed but the deal also includes a cooperation agreement between Banco Santander and Bank of Shanghai valued at $647 million. Subject to approval from the China Banking Regulatory Commission, the transaction is expected to close in the first half of 2014. Clifford Chance Hong Kong partner Emma Davies advised Banco Santander. Davis Polk & Wardwell acted for Bank of Shanghai, while Freshfields Bruckhaus Deringer represented HSBC.

Clifford Chance advised China Life Insurance (Group) Co. Ltd. on its $546 million acquisition of Lot 126, a Grade A office building development in Shanghai, from Shanghai Xintiandi Holding Ltd. The transaction comprises a share purchase from Xintiandi’s Taipingqiao Holding Co. Ltd. and a purchase of loan from Shui On Development (Holding) Ltd. Clifford Chance Shanghai partner Kelly Gregory and Beijing partner Jean Yu acted for China Life.

Freshfields Bruckhaus Deringer advised China Merchants Land Ltd. on a $500 million issue of credit-enhanced bonds. Maples and Calder Hong Kong partner Christine Chang acted as the issuer’s Cayman Islands counsel. Clifford Chance Hong Kong partner Connie Heng advised underwriters Industrial and Commercial Bank of China, BofA Merrill Lynch, DBS Bank Ltd., Barclays, CCB International Capital, China Merchants Securities (HK), ING, J.P. Morgan and UBS AG.

Herbert Smith Freehills has advised Industrial and Commercial Bank of China Ltd. on a $329 million issue of Chinese renminbi-denominated bonds in London. The bonds will be issued in two tranches: $214 million in three-year bonds with a 3.35 percent coupon and $115 million in five-year bonds with a 3.75 percent coupon. Hong Kong partner Kevin Roy and Beijing partner Tom Chau led Herbert Smith’s representation of ICBC. Linklaters acted for underwriters ICBC London, ICBC (Asia), ICBC International, The Royal Bank of Scotland, J.P. Morgan and Standard Chartered Bank (Hong Kong) Ltd.

Davis Polk & Wardwell is advising Kerry Logistics Networks on its planned $283 million Hong Kong initial public offering. Kerry Logistics, the logistics arm of Hong Kong–based property group Kerry Properties, is being spun off from its parent to raise capital for its expansion plans and for repaying its existing debt. Hong Kong partners Paul Chow, Bonnie Chen and James Lin are leading the Davis Polk team advising the issuer. Tian Yuan Law Firm is advising Kerry on Chinese law, while Appleby is acting as Bermuda counsel. Freshfields Bruckhaus Deringer is acting for underwriters BOCI Asia Ltd; CIMB Securities Ltd.; Citigroup Global Markets Asia Ltd.; The Hongkong and Shanghai Banking Corp. Ltd.; and Morgan Stanley Asia Ltd. Deacons Hong Kong partners Rhoda Yung and Ronny Chow are advising the banks on Hong Kong law, while Jia Yuan Law Offices is acting as Chinese counsel.

Sidley Austin had the lead role in Chinese real estate developer Xinyuan Real Estate Co. Ltd.’s $200 million issue of senior notes. Xinyuan plans to use the proceeds from the issue to repay existing debt, to finance future projects in China and for general corporate purposes. Hong Kong partner Matthew Sheridan led the Sidley team advising the issuer, with DaHui Lawyers acting as Chinese counsel and Maples and Calder Hong Kong partner Greg Knowles advising on Cayman Islands law. Morgan Stanley, BofA Merrill Lynch and Barclays were appointed as initial purchasers. Shearman & Sterling and Jingtian & Gongcheng acted as the banks’ U.S. and Chinese counsel, respectively.

Baker & McKenzie represented Chongqing Sanfeng Environmental Industry Group Co. Ltd. on its $70 million project of developing a waste management facility in India. Beijing partner Boo Bee Chun led Baker & McKenzie’s representation. Khaitan & Co also advised the company on India law matters, led by Mumbai partner Amitabh Sharma.

Baker & McKenzie has advised China Water Property Group Ltd., a property developer with commercial and residential property projects in Wuhan, Hangzhou, Nanjing and Beijing, on a $45 million issue of senior notes. The issuer plans to use the proceeds for existing and new property projects and general corporate purposes. Hong Kong partners Brian Spires and Rossana Chu and Beijing partner Simon Leung led the Baker & McKenzie team advising the issuer. Herbert Smith Freehills Hong Kong partner Kevin Roy acted for sole underwriter Guotai Junan Securities (Hong Kong) Ltd.


Singapore

Rodyk & Davidson has acted for Singapore-based engineering and property development company TEE International Ltd. on the establishment of $279 million multicurrency medium-term bond program. TEE primarily provides infrastructure engineering services in Southeast Asia and China with residential and commercial property projects in Singapore and Thailand. Rodyk & Davidson partner Valerie Ong and Au Yong Hung Mun advised the issuer.  Allen & Gledhill partners Margaret Chin and Daselin Ang represented arranger and dealer United Overseas Bank. WongPartnership partner Trevor Chuan advised paying agents Deutsche Bank AG, Singapore Branch and Deutsche Bank AG, Hong Kong Branch, and trustee DB International Trust (Singapore) Ltd.

Drew & Napier acted for Scorpio East Holdings Ltd. on its $119 million proposed buyout of luxury property developer KOP Properties Pte. Ltd. Drew & Napier director Steven Lo advised the buyer, a distributor of Chinese video shows in Singapore and Malaysia. Partners Andrew Ang, Kenneth Leong, Long Chee Shan and Serene Soh led the WongPartnership team advising KOP.


Korea

Jones Day has advised BMW Korea on the securitization of auto loans worth around $250 million through a Singapore finance division. Jones Day Hong Kong partner Michelle Taylor acted as BWM’s lead counsel, while Shin & Kim advised on Korean law. Rajah & Tann Singapore partners Abdul Jabbar bin Karan Din and Lee Xin Mei advised underwriters DBS Bank Ltd. and Standard Chartered Bank.


Southeast Asia

Rahmat Lim & Partners has advised Malaysian property developer Hap Seng Land Development Sdn Bhd. on a $47 million purchase of lands from Naza TTDI Sdn. Bhd. Partner Amelia Koo led Rahmat Lim’s team on the deal. Local firm Badrul Lee & Associates acted for the seller.

Email: qleung@alm.com.

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