Deal Watch - 10/24/2010

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Posted on October 24, 2010 at 9:10 AM


Baker & McKenzie has advised Cheung Kong Infrastructure Holdings Limited (CKI) and its wholly-owned subsidiary, PHBS Limited (PHBS) concerning PBHS’s issue and offering of 6.625 percent guaranteed perpetual capital securities. The securities are issued in an initial aggregate principle amount of US$1 billion and are guaranteed on a subordinated basis by CKI. Accepted for clearance through Euroclear and Clearstream, the securities are perpetual with no fixed final redemption date, carrying coupon deferral features.  They are listed on the HKSE through selectively marketed debt securities. Hong Kong partner Milton Cheng led the firm’s advisory team; JP Morgan acted as the sole bookrunner and structuring adviser; and Deustche bank acted as trustee, registrar, paying agent, and transfer agent.

Davis Polk & Wardwell LLP has advised Sunac China Holdings Limited (Sunac), an integrated property developer in China, on its HK$2.6 billion (US $336m) global offering of 750 million shares. Offered through a public offering in Hong Kong and an international offering in reliance on Rule 144A and Regulation S, the shares are listed on HKSE. Partners Show Mao Chan and John D Paton were part of the of firm’s advisory team. Other advisers include Norton Rose, advising on Hong Kong Law; Jun He Law Offices and Jincheng Tongda & Neal Law Firm, advising on PRC law; and Conyers Dill & Pearman, advising on Cayman Islands law. Additionally, Paul Hastings, Janofsky & Walker advised Duestche Bank AG Hong Kong Branch, and Duetsche Bank and Goldman Sachs (Asia) LLC as the joint global coordinators, bookrunners, and lead managers.

DLA Piper has advised Ping An Health Insurance Company of China in respect of a proposed 2% acquisition from Discovery Holdings Limited, South Africa’s largest private health insurer. Ping An Health Insurance Company is the health insurance subsidiary of China’s second largest insurer: Ping An Group Company of China Limited. The proposed investment is one of the first JVs dealing with a foreign insurer in a Chinese health insurance company, and involves a cash investment of approximately US$28 million (RMB190m). Partners Mabel Lui and Kit Kwok led the firm’s team.

Herbert Smith has advised Maoye international, a Hong-Kong listed leading department store chain in China, on its HK$1.17 billion (US$150m) Regulation S offering of 5-year convertible bonds due 2015. The bonds will be listed on the SGX and convertible into Hong Kong listed shares. Tom Chau and Kevin Roy led the firm’s advisory team, and JP Morgan acted as sole arranger and bookrunner of the transaction.

Fried Frank, Harris, Shriver & Jacobson represented Merrill Lynch Far East Limited as placing agent in respect of Vinda International Holdings Limited’s top-up placement of US$28.5 million and a secondary placement of 4 million shares by certain share holders, resulting in total aggregate proceeds of approximately US$40 million. Vinda is the leading manufacturer of tissue paper products and China,  and ordinarily list their shares on the HSKE. Partners Victoria Loyd and Joshua Wechsler led the firm’s advisory team.

Latham & Watkins acted as representatives of Morgan Stanley, Credit Suisse and BofA Merill Lynch, underwriting Ming Yang Wind Power’s US$350 million IPO.  Ming Yang Wind power is China’s leading and fastest-growing wind turbine manufacturer. The IPO  was comprised  of 25 million American depositary shares that represented 25 million ordinary shares on the NYSE. Priced on September 30th, 2010, the transaction closed on October 6th, 2010. Hong Kong partners David Zhang and Eugene Lee led the firm’s advisory team.

Latham & Watkins is also representing Hong Kong and US counsel to Suntien Green Energy, a leading clean energy company in Northern China that operates predominately in natural gas supply and wind power generation, concerning its IPO. The IPO consists of more than 1 billion shares, including an international offering (144A/Reg S) of approximately 969.2 million H shares, and a Hong Kong offering of approximately 107.7 million H shares. It is expected to increase up to HK$3.3 billion (US$425m) if the over-allotment option is completely exercised. Partners Cathy Yeung, Michael Liu, and Allen Wang led the firm’s advisory team, while Macquarie Capital and Morgan Stanley acted as bookrunners and global coordinators to the transaction. The transaction is expected to close on October 13th, 2010.

Milbank, Tweed, Hadley & McCloy LLP has represented the Democratic Socialist Republic of Sri Lanka in respect of its US$1 billion offering of 6.25 percent bonds due 2020, which closed in early October. BofA Merill Lynch, HSBC and the Royal Bank of Scotland underwrote Sri Lanka’s latest offering, and partner Joshua M Zimmerman led the firm’s advisor team, while FJ & G de Saram provided legal advice on Sri Lankan law. Davis Polk & Wardwell LLP advised the initial purchasers: The Hong Kong and Shanghai Banking Corporation Limited and The Royal Bank of Scotland.

Mori Hamada & Matsumoto has advised The Juroku Bank Ltd (Juroku) on its share-swap agreement to acquire Gifu Bank Ltd (Gifu). Juroku will issue more than 15.2 million shares valued at ¥284 (US$3.50) per share based on the closing price as of September 27th, 2010, in consideration of the transaction. The transactions implied equity value is ¥4.33 billion (US$51.5m) and the offer provides a discount of 9.7 percent based on Gifu’s closing share price of ¥2,800 (US$34.48). on September 27th, 2010. Expected to complete by September 2012, the acquisition is subject to the approval of the share exchange agreement by Gifu shareholders and approvals from the relevant authorities on November 25th, 2010. Partners Gaku Ishiwata, Daisuke Oda, and Koji Toshima led the transaction.

Mori Hamada & Matsumoto and Simpson Thacher & Bartlett LLP has advised the Blackstone Group (Blackstone), a US based private equity investor, in respect of its agreement to acquire a 5.98 % stake through a capital increase in eMobile Limited (eMobile), a Japanese mobile data and voice services company, for a total consideration of ¥16 billion (US$171.2m)  Blackstone made this investment through Blackstone Capital Partners (Cayman II) V LP, Blackstone Capital Partners (Cayman II) V-AC LP, Blackstone Participation Partnership (Cayman) V LP, and Blackstone Family Investment Partnership (Cayman) V LP.  Additionally, eAccess Ltd and Goldman Sachs, shareholders of eMobile, agreed to participate in the third party allotment, investing ¥17 billion (US$181.9m) and ¥12 billion (US$128.4m) respectively. Following this allotment, eAccess Ltd held a 41.75% stake, Goldman Sachs held 29.32% stake, and Blackstone held 5.98% stake in eMobile limited. Partners Seichii Okazaki and Rintaro Shinohara led the Mori Hamada & Matsumoto Advisory team, while Sherman & Sterling LLP acted as council to eMobile.

Orrick, Herrington & Sutcliffe LLP has advised Trony Solar Holdings Company Limited (Trony Solar), one of the world’s leading thin film solar module manufacturers, in respect of a HK$1.73 billion (US$223 million) IPO with a Rule144A/Regulations S placement to global investors on the HKSE.  Private equity funds ICBC International and Shikumen supplied pre-IPO financing to Trony Solar; Chen Fashu, chairman of Zijing Mining, and China Huadian Group have both reserved US$15 million worth of shares. Partners Edwin Luk and Phoebus Chu led the advising team on the Hong Kong offering, while partners William Woo, Michael Liu and David Zang headed Latham & Watkins, acting as Hong Kong and US counsel to JP Morgan Asia Pacific, ICBCI Securities and CLSA as underwriters for the offering that included 346.5 million international shares and 38.5 million Hong Kong shares.

Paul, Hastings, Janofsky & Walker has advised Credit Suisse (Hong Kong) Limited, Morgan Stanley Asia Limited and The Royal Bank of Scotland NV Hong Kong Branch, as the joint global coordinators, bookrunners, and lead managers and sponsors, concerning the Hong Kong IPO and Reg/S Rule 144A international offering of Hong Kong based hotel operator Kosmopolito Hotels International. The approximately US$153 million transaction, represents the first Hong Kong IPO by a hotel company in almost four years. Partners Vivian Lam, Chris Betts and David Grimm led the firm’s advisory team. Additionally, Paul, Hastings, Janofsky & Walker has advised on a series of equity offerings in Hong Kong over the last two years totaling over US$1 billion.

Slaughter and May has advised China International Capital Corporation (CICC), as sole global coordinator, joint bookrunner and placing agent, concerning the top-up placing of HKSE-listed China Everbright Limited’s (CEL) 129 million shares. China Everbright Limited is a diversified financial conglomerate operating in both Hong Kong and Mainland China.  CEL shareholder Honorich Holdings Limited (HHL) placed 129 million CEL shares to institutional investors and subscribed to new shares of the same amount. CEL intends to utilize the HK$2.28 billion (US$292.3m) proceeds from the top-up placing for developing its asset management platform and for the direct and asset investment business of the company and its subsidiaries, along with general working capital. The new shares HHL will subscribe to represent approximately 7.49% of CEL’s enlarged issue capital. Partner Benita Yu led the firm’s advisory team. The placing was announced on October 5th, 2010.

Troutman Sanders LLP has advised Powerlong Real Estate Company in respect of Powerlong Real Estate Holdings Limited’s high-yield bond issuance (under Rule 144a/Reg S) of US$200 million 13.75 percent senior notes. Partners Joe Sevack and Shirley Lau led the firm’s advisory team, while Skadden acted as bookrunners for the HSBC and The Royal Bank of Scotland. The transaction was completed on September 9th, 2010.


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