Deal Watch - 6/7/2011


Posted on June 7, 2011 at 2:06 PM

Davis Polk advised The Hong Kong and Shanghai Banking Corporation Ltd, Credit Suisse Securities Ltg (Europe), as well as Citigroup Global Markets Ltd as the joint lead managers, bookrunners and initial purchasers of the Rule 144A and Reg S offerings of senior notes by PT Pertamina.  This includes $1 billion (US) in aggregate principal amount of 5.25 per cent senior notes due 2021 as well as $500 million (US) in aggregate principal amount of 6.5 per cent senior notes sue 2041.  This is the first bond issuance for Pertamina (an oil, gas, and geothermal company), which is owned by the Republic of Indonesia.  The transaction was led by John D Paton and James C Lin.  Latham & Watkins and Melli Darsa & Co advised Pertamina on the deal. Ali Budiardo, Nugroho, Reksodiputro advised the initial purchasers regarding Indonesian law.

Gibson Dunn (Singapore) represented Spice i2i Ltd (a communications and mobile internet technologies company) in its recent acquisition of Affinity Pacific Ltd (a mobile handset manufacturer and distributor).  The deal was for US $175 million in cash, in addition to an undisclosed amount to be paid in management fees, assumptions of debt as well as performance shares.  Affinity Pacific was advised by Stamford Law Corporation.  Partner Jai Pathak led Gibson Dunn’s advising team.  Shook Lin & Bok acted as Singapore regulatory counsel and Ali Budiardo, Nugroho, Reksodiputro acted as Indonesian counsel.

Latham & Watkins has represented BoC International, HSBC, and DBS bank with respect to the US $750 million 4.625 per cent senior notes due 2016 offering by China Resources Land.  The transaction led by John Otoshi and Eugene Lee closed on May 19th.

Latham & Watkins also represented one of the largest clinker and cement producers in China, Shanshui Cement Group with respect to the US $400 million 8.5 per cent senior notes due 2016 offering.  This transaction was led by partner Eugene Lee and closed on May 25th.

O’Melveny & Meyers acted as international counsel for Goldman Sachs, Bank of America Merrill Lynch, JM Financial and ICICI Securities as the underwriters in the US $1 billion further public offering of Power Finance Corporation Ltd shares.  The offering, which consisted of 229.5 million shares, consisted of a public offering in India and a placement to institutional buyers in the US under Rule 144A/ Reg S.  The offering closed on May 24th.  Partner David Makarechian led the team.

Clifford Chance has advised Bank of China, Standard Chartered Bank and HSBC, in the issuance of RMB bonds by Volkswagen International Finance NV, as bookrunners and joint lead managers.  This is the first bond issued in RMB by a German company and one of the first to be issued by a European company.  The 2.15 per cent notes due 2016 have raised 1.5 billion RMB, $231.4 m (US).  This transaction was led by partners Connie Heng and Matt Fairclough.

Clifford Chance has also advised PT Buana Listya Tama Tbk, an Indonesian shipping company, with respect to its 144A/Reg S US $114 million listing on the Indonesian Stock Exchange.  Buana Listya Tama Tbk is a subsidiary of PT Berlian Laju Tanker Tbk, specializing in oil and gas transportation.  PT Berlian Laju Tanker Tbk is one of the largest chemical tanker operators in the world.  This transaction was led by partner Crawford Brickley.

Milbank, Tweet, Hadley & McCloy represented Korea Trade Insurance Corporation, The Export-Import Bank of Korea, as well as a group of eleven international commercial bank lenders with respect to the financing of a $2.5 billion (US) greenfield petrochemical facility for Jurong Aromatics on Jurong Island, Singapore.  This transaction is one of the largest project financings in the region and if one of the first project financings of this type worldwide to include a subordinated debt tranche.  This transaction closed in May 2011 and was led by partner Young Joon Kim.

Paul, Hastings, Janofsky & Walker has advised Royal Bank of Scotland and Credit Suisses AG as joint bookrunners with respect to China Power International Development’s renminbi-denominated, US dollar-settled convertible bonds, RMB 982 million (US-$151.5 million).  China Power International Development is a listed unit under China Power Investment Corporation, one of China’s biggest power generating groups.  China Power International Development expects to use the proceeds in the funding of future capital expenditures, general working capital and to repay existing bank borrowings.  This transaction was led by partner David Grimm.

Freshfields Bruckhaus Deringer and CMS Cameron McKenna have announced their crossborder M&A transaction, the biggest so far in 2011.  Japan’s Takeda Pharmaceutical Company has gained, for $13.6 billion, Swiss-owned Nycomed.  Nycomed is privately owned equity consortium and is a large producer of prescription and over-the-counter medication.  Acquiring this European company is a big advancement for Takeda, which already has a bold existence in both US and Japanese markets.  The transaction is expected to be complete in the next three to four months.   The CMS team was led by Sandra Rafferty, which advised Takeda.  The deal involved 13 different CMS offices in both Asia and Europe.  The Freshfields team, which advised Nycomed, was led byJulian Long (corporate partner and co-head of Freshfields healthcare group), David Sonter (a private equity partner) and Sam Newhouse (a corporate senior associate), as well as over fifty international lawyers.  The transaction proved to be extremely challenging as the deal included more than fifty countries.

Orrick, Herrington & Sutcliffe advised OCI Company Ltd with respect to the 14.9 million (approximate) global depositary receipts which will be listed on the SGX-ST.  The offering closed on May 27th,valued at $700 million (US). Royal Bank of Scotland, Credit Suisse and Barclays Capital were the joint bookrunners in the deal.  OCI Company is one of the world leaders in producing a key raw material to the production of solar panels, high-purity polycrystalline silicon.  The proceeds of this offering will be used to construct two new polysilicon plants, tripling its annual production capacity.  This transaction was led by partners Mark Lee and David Cho.

Baker & McKenzie has advised Snowball Group Ltd (ASX-listed financial company) with respect to its recent merger with Shadforth Financial Group Holdings Ltd.  Snowball Group Ltd has acquired all of the shares of Shadforth, valuing at $180 million (Aus), $191 million (US), and the merged group values at $253 million (Aus), $268.5 million (US).  Together the group will be a financial advice group with over $14.3 billion (Aus), $15.18 billion (US) in funds under advice, management as well as administration.  Together there will be 188 financial advisors in Australia.  Clayton Utz advised Shadforth in this transaction.  Partners Rodney Stone and Guy Sanderson led the team for Baker & McKenzie.

Baker & McKenzie has advised the shareholders of V8 Supercars Holding Pty Ltd in the sale of their controlling interest to Archer Capital.  Archer Capital is an Australian private equity firm with more than $2 billion (AUS) in funds under management.  The transaction, led by partner Brendan Wykes, values V8 Supercars at over $300 million (Aus).

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