China/Hong Kong

Freshfields Bruckhaus Deringer is advising Chinese state-owned investment company Citic Group on a restructuring that will see a Hong Kong-based subsidiary acquire the assets of the Beijing-based parent for $36.8 billion. After the transaction, the group will inject its main businesses, which include banking, construction and energy, into Hong Kong-listed Citic Pacific Ltd. and relocate its headquarters from Beijing to Hong Kong. Citic Pacific will also change its name to Citic Ltd. To fund the acquisition, Citic Pacific announced on Thursday that it had raised $5.1 billion by selling shares to 15 strategic investors. Chinese SOEs including China’s National Social Security Fund, China Life Insurance Co. Ltd. and ICBC International Finance Ltd. account for $4.1 billion of that amount, while international groups including AIA Co. Ltd., Qatar Holding, Temasek Holdings (Private) Ltd. and Mizuho Bank Ltd. have invested $1 billion. The acquisition is expected to close at the end of August this year. Beijing-based Jia Yuan Law Firm is serving as Chinese counsel to Citic Pacific. [Read full story]

Shearman & Sterling has advised state-owned China National Petroleum Corp. on a $1.5 billion bond offering on the Hong Kong Stock Exchange. Through a wholly owned subsidiary, China’s largest oil and gas company sold dollar-denominated bonds in one $750 million tranche of three-year notes and one $750 million tranche of five-year notes. Hong Kong partner Matthew Bersani and counsel Alan Yeung led a Shearman team advising the issuer that also included Washington, D.C., partner Philip Urofsky and Hong Kong partner Lorna Chen. Jun He Law Offices acted as Chinese counsel to CNPC. Davis Polk & Wardwell Hong Kong partner Eugene Gregor advised underwriters Citigroup, Standard Chartered Bank and BOC International. King & Wood Mallesons served as the banks’ Chinese counsel. [Read full story]

Herbert Smith Freehills Hong Kong partner Kevin Roy and Beijing partner Tom Chau have advised State Grid Corp. of China on a $3.5 billion bond issue. The state-run utility company broke the sale into three tranches: $1.25 billion in five-year notes, $1.6 billion in 10-year notes and $650 million in 30-year notes. King & Wood Mallesons served as Chinese counsel, while Walkers advised on British Virgin Islands law. Linklaters Hong Kong partners William Liu and Pam Shores are representing joint global coordinators Hongkong and Shanghai Banking Corp. Ltd., Goldman Sachs (Asia), Morgan Stanley, BOC International and ICBC International. Commerce & Finance Law Offices advised the banks on Chinese law. [Read full story]

Herbert Smith Freehills Hong Kong partner Kevin Roy and Beijing partner Tom Chau also advised Industrial and Commercial Bank of China Ltd. on a $400 million renminbi-denominated bond issue. China’s biggest lender by assets sold the notes in one $320 million tranche of two-year notes and one $80 million tranche of five-year notes. DeHeng Law Offices served as the issuer’s Chinese counsel. Linklaters advised underwriters ICBC (Asia) Ltd., ICBC International Holding Ltd., ICBC Ltd. Singapore Branch, Hongkong and Shanghai Banking Corp. Ltd., Citigroup Inc. and Credit Suisse A.G., with Commerce & Finance Law Offices acting as Chinese counsel.

In a third major recent offering, Herbert Smith Freehills Hong Kong partner Kevin Roy and Beijing partner Tom Chau advised China Merchants Bank Co Ltd. on a $160 million three-year renminbi-denominated bond issue. Shenzhen-based China Merchants Bank is the commercial banking unit of state-owned conglomerate China Merchants Group. As of the end of 2013, it has 1,065 domestic and international branches. DeHeng Law Offices served as the issuer’s Chinese counsel. Linklaters advised bookrunners Wing Lung Bank Ltd., Citicorp International Ltd., Hongkong and Shanghai Banking Corp. Ltd., Standard Chartered Bank Ltd., CMB International Capital Ltd., China International Capital Corp. Hong Kong Securities Ltd., Jefferies and UBS A.G. Haiwen & Partners advised the banks on Chinese law.

Simpson Thacher & Bartlett Hong Kong partner Leiming Chen has advised Chinese solar panel maker Yingli Green Energy Holding Co. Ltd. on an $87.5 million secondary offering on the New York Stock Exchange. Yingli is China’s largest photovoltaic manufacturer and sells products to Germany, France, Japan, Australia and the United States. According to a prospectus, proceeds from the listing will be used for new product development and other general corporate purposes. Fangda Partners advised Yingli on Chinese law with Conyers Dill & Pearman as Cayman Islands counsel. Davis Polk & Wardwell Hong Kong partner James Lin acted for underwriters Deutsche Bank Securities Inc., Goldman Sachs and HSBC Securities Inc. Commerce & Finance Law Office advised the banks on Chinese law.


King & Wood Mallesons Sydney partner Yuen-Yee Cho has advised Australia’s Sydney Airport Corp. Ltd. on a $1.4 billion bank loan that will be used to repay $770 million worth of bonds maturing this year. The loan is part of a $2.3 billion refinancing project that also includes a $970 million euro-denominated notes issue. The refinancing will also fund capital expenditure until 2016, according to a statement on the Australian Stock Exchange. Sydney Airport handled 37.9 million passengers in 2013, making it Australia’s busiest airport. Allens Sydney partner Renee Boundy advised the consortium of 10 international and domestic banks providing the loan. [Read full story]

Allens has advised Australian bank Westpac on a $680 million notes offering on the Australian Stock Exchange. Proceeds will be used for general corporate purposes. Herbert Smith Freehills Sydney partner Philippa Stone acted for underwriters Westpac Institutional Bank, Deutsche Bank A.G. Sydney Branch, Goldman Sachs Australia Pty. Ltd., National Australia Bank Ltd., ANZ Securities Ltd. and Commonwealth Bank of Australia.

Allens has advised Australia’s Bendigo and Adelaide Bank on a $216.4 million share offering. The proceeds will be used to fund Bendigo’s upcoming acquisition of Rural Finance Corp. of Victoria from the state government. Clayton Utz Sydney partner Stuart Byrne advised underwriter Macquarie Capital.

Clayton Utz has advised Sydney-based property manager Charter Hall Group on a $62 million purchase of Virgin Australia’s headquarters in Brisbane. Virgin will continue to stay in the building as part of a 12-year lease signed after the sale. Herbert Smith Freehills Brisbane partner Luke Simpson advised Virgin Australia.

Perth firm Steinepreis Paganin is advising QCG Resources on a $37.6 million acquisition of a nickel mine in western Tasmania from Melbourne-based MMG Ltd. Nickel prices have risen by more than 40 percent since January. QCG plans to fund the deal by an initial public offering on the Australian Stock Exchange that could raise about $47 million. The deal, subject to regulatory approval, is expected to close within six months. Clayton Utz Melbourne partners Jonathan Li and Damien Gardiner are representing MMG.

Southeast Asia

Latham & Watkins Singapore partner Timothy Hia and Hong Kong counsel Benjamin Carale have advised Manila-based SMC Global Power Holdings Corp. on a $300 million debt-equity hybrid offering. SMC Global Power is the country’s largest power generator and a wholly owned subsidiary of Philippine conglomerate San Miguel Corp. Milbank, Tweed, Hadley & McCloy Hong Kong partner James Grandolfo advised underwriters BofA Merrill Lynch, Credit Suisse, DBS Bank Ltd., Deutsche Bank, Hongkong Shanghai Banking Corp. Ltd., Mizuho Securities and Standard Chartered Bank.

Jones Day Hong Kong partner Maria Tan Pedersen and Houston partner Scott Schwind are advising PT Saka Energi Indonesia on a $175 million acquisition of 36 percent interest in Houston-based Swift Energy Co. Saka Energi is a subsidiary of state-owned PT Perusahaan Gas Negara (Persero) Tbk, Indonesia’s largest natural gas distributor. The two companies will jointly develop 8,300 acres of shale gas properties in Texas. The transaction is expected to close by the end of June. Latham & Watkins Houston partners Michael Darden and Tim Fenn and Washington, D.C., partner Edward Shapiro are advising Swift Energy.


WongPartnership Singapore partners Chan Sing Yee, Jason Chua, Jeffrey Lim and Tan Teck Howe are advising L Capital Asia, a private equity fund controlled by French luxury goods group LVMH Moet Hennessy Louis Vuitton S.A., on a $131 million acquisition of a majority stake in Singapore-based restaurant group Crystal Jade Culinary Concepts Holding Pte. Ltd. Crystal Jade operates a popular chain of Chinese restaurants in nine countries across Asia. Singapore firm Angeline Suparto Law Corp. is advising Ip Yiu Tung, the chairman, chief executive officer and controlling shareholder of Crystal Jade. Virtus Law Corp. partners Elaine Beh and Allan Tan are representing minority shareholders, as is Lee Bon Leong & Co.

Rajah & Tann Singapore partners Abdul Jabbar and Lee Xin Mei have advised India’s Tata Motors Ltd. on a $300 million bond offering on the Singapore Stock Exchange. The Mumbai-based carmaker sold the seven-year dollar-denominated notes through its wholly owned Singaporean subsidiary TML Holdings Pte. Ltd. Herbert Smith Freehills Singapore partner Philip Lee acted for underwriters Australia and New Zealand Banking Group Ltd., Merrill Lynch (Singapore) Pte. Ltd., Citigroup Global Markets Singapore Pte. Ltd. and Hongkong and Shanghai Banking Corp. Ltd. Singapore Branch.