China/Hong Kong

Simpson Thacher & Bartlett Hong Kong partner Leiming Chen and Palo Alto partner William Hinman are advising Chinese e-commerce giant Alibaba Group Holding Ltd. on a planned U.S. initial public offering that could raise $13 billion. Last Sunday, the Hangzhou-based company officially announced it will not pursue a Hong Kong listing because of its disagreement with the city’s securities regulator on shareholder structure. Alibaba wanted a structure that would allow a group of senior executives, including chairman Jack Ma, to maintain control of the company without owning a majority of the shares, but the Hong Kong Stock Exchange has long barred such dual-share structures. A Hong Kong–based spokeswoman with Alibaba says the company has not yet hired any underwriter, but Reuters reports it has been in talk with Citigroup, Credit Suisse, Deutsche Bank, Goldman Sachs Group, J.P. Morgan and Morgan Stanley for underwriting the deal. [Read full story]

Skadden, Arps, Slate, Meagher & Flom Hong Kong partners Julie Gao and Jonathan Stone have advised Chinese online retailer Vipshop Holdings Ltd. on a $550 million five-year convertible senior notes offering. Vipshop will use the proceeds to pay off debt incurred in the February acquisition of a 75 percent interest in online shopping site Ltd. Han Kun Law Offices advised Vipshop on Chinese law while Travers Thorp Alberga acted as Cayman Islands counsel. Simpson Thacher & Bartlett Hong Kong partner Leiming Chen advised underwriters Goldman Sachs (Asia) and Deutsche Bank Securities, BofA Merrill Lynch and China Renaissance Securities (Hong Kong) Ltd. with Fangda Partners advising on Chinese law.

Linklaters Hong Kong partner Hwang Hwa Sim has advised Chinese developer Franshion Properties (China) Ltd. on a $500 million senior notes offer. Franshion Properties, the real estate arm of state-owned Sinochem Corp., develops residential projects, hotels and mixed-use complexes in Chinese cities including Beijing, Shanghai, Sanya and Shenzhen. Beijing-based Franshion will use the proceeds to refinance outstanding debt and as working capital. Maples and Calder Hong Kong partner Jenny Nip advised the issuer as British Virgin Islands counsel. Joseph P. C. Lee & Associates in association with Cadwalader, Wickersham & Taft advised underwriters Royal Bank of Scotland plc, DBS Bank Ltd., Deutsche Bank A.G. Singapore Branch, Goldman Sachs (Asia), Hongkong and Shanghai Banking Corp. Ltd., J.P. Morgan Securities plc. and Overseas-Chinese Banking Corp. Ltd. Mayer Brown JSM advised trustee Bank of New York Mellon London Branch.

DLA Piper Hong Kong partner Mike Suen has advised Chinese lottery company China Vanguard Group Ltd. on a $36 million share placement on the Hong Kong Stock Exchange. Proceeds will be used to pay off loans and for working capital, according to a regulatory filing. Deacons Hong Kong partner Ronny Chow advised placing agent DBS Asia Capital Ltd.


Allen & Gledhill is advising a consortium led by Singaporean sovereign wealth fund Temasek Holdings Pte. Ltd. on a $2 billion proposal to acquire commodities trader Olam International Ltd. The consortium, which already has a majority position in the company, is proposing to buy the remaining 48.5 percent it doesn’t already own. In 2012, Olam stock price fell 21 percent after short seller Muddy Waters raised questions about the company’s high debt levels and investment decisions. Temasek subsequently increased its stake in Olam and backed the company in its raising of $1.2 billion through bond and warrant issues. WongPartnership Singapore partners Rachel Eng, Ng Wai King, Mark Choy and Milton Toon are representing Olam. [Read full story]

Drew & Napier Singapore director Benedict Teo has advised Singapore Management University on the establishment of a $632 million multicurrency medium-term notes program and an initial issue of $79 million in 10-year bonds under the program. Allen & Gledhill Singapore partners Au Huey Ling and Ong Kangxin advised DBS Bank Ltd. and Hongkong and Shanghai Banking Corp. Ltd. as program arrangers and bookrunners for the issue. WongPartnership Singapore partners Hui Choon Yuen and Goh Gin Nee advised the Singapore and London branches of Bank of New York Mellon as trustees for the notes program.

WongPartnership Singapore partners Ng Wai King, Andrew Ang, Milton Toon and Audrey Chng have advised on a $601 million take-private proposal for developer Singapore Land Ltd. UIC Enterprise Pte. Ltd., which already owns 80 percent of Singapore Land, offered to buy the remaining 20 percent and delist the company from the Singapore Stock Exchange. Allen & Gledhill Singapore partner Christopher Koh advised Singapore Land.

WongPartnership Singapore partners Christy Lim and Tan Beng Lee have advised utility company City Gas Pte. Ltd. on a $140 million loan facility from DBS Bank Ltd., Hongkong and Shanghai Banking Corp. Ltd., RHB Bank Berhad Singapore Branch and United Overseas Bank Ltd. City Gas provides gas on-demand to residential customers and over 15,000 commercial and industrial premises. The company will use the proceeds to pay off existing debts. Allen & Gledhill Singapore partner Kok Chee Wai advised the lenders.


Baker & McKenzie Sydney partners Bryan Paisley and Eric Boone have advised Australian mining equipment maker Emeco Pty. Ltd. on a $335 million five-year bond issue. Proceeds will be used by Emeco to repay existing debt. King & Wood Mallesons Perth partner Nathan Collins advised bookrunners Credit Suisse and Westpac Banking Corp. on Australian law while King & Wood Mallesons SJ Berwin London partner Vanessa Docherty advised the banks on English law. Skadden, Arps, Slate, Meagher & Flom Sydney partner Adrian Deitz acted as U.S. counsel to the underwriters.

Norton Rose Fulbright Sydney partner Nigel Deed has advised Australian investment firm AMP Capital on the acquisition of a 100 percent interest in a portfolio of 11 school buildings in Melbourne from Royal Bank of Scotland. Financial details of the deal were not disclosed, but Royal Bank of Scotland successfully bid $232 million on the project. Minter Ellison Sydney partners Paul Paxton and Daniel Scotti advised Royal Bank of Scotland. King & Wood Mallesons Melbourne partner Jeff Clark advised Bank of Tokyo Mitsubishi UFJ Ltd., Westpac Banking Corp. and Mitsubishi UFJ Securities International plc. on the provision of a loan facility to AMP Capital to finance the deal.

Clayton Utz Sydney partners John Elliott and Stuart Byrne have advised Australian gold and silver miner Kingsgate Consolidated Ltd. on a $53.6 million share placement. According to a filing with the Australia Stock Exchange, the Sydney-based company will use the proceeds to finance predevelopment expenditure at Chile-based gold and silver project Nueva Esperanza. Minter Ellison Sydney partner Daniel Scotti advised underwriters Morgan Stanley Australia Securities Ltd. and CIMB Capital Markets (Australia) Ltd.


Latham & Watkins Singapore partners Rajiv Gupta and Michael Sturrock have advised Indian online travel company MakeMyTrip Ltd. on a $126.5 million share offering on the Nasdaq Global Market. MakeMyTrip offers online flight and hotel tickets search and booking. According to a prospectus, the Gurgaon-based company will use the proceeds to acquire strategic businesses, update technology and as working capital. S&R Associates advised the issuer on Indian law. Shearman & Sterling Hong Kong partner Matthew Bersani advised underwriters Citigroup Global Markets Inc., J.P. Morgan Securities and Deutsche Bank Securities Inc. with Amarchand & Mangaldas & Suresh A. Shroff & Co. acting as Indian counsel.