China/Hong Kong

Vinson & Elkins is advising China Petroleum & Chemical Corp., also known as Sinopec, on a $2.5 billion deal with French oil and gas company Total S.A. Total is selling its 20-percent stake in Nigerian offshore block OML 138, which it jointly owns with Chevron Corp., Exxon Mobil Corp., and Calgary-based Nexen Inc. The deal is contingent upon approval by Nigerian regulators. A Hong Kong-based spokesperson for Vinson & Elkins declined to name the partners involved in the deal. She confirmed that Sinopec’s in-house lawyers handled matters of Chinese law. London-based SNR Denton is advising Total. The firm worked with Total’s in-house legal team, which was led by general counsel Peter Herbel, on the deal. [Read full story]
Paul Hastings is advising state-owned shipping giant China Cosco Holdings Ltd. on an upcoming $1 billion bond offering. The dual-listed Cosco, which trades in Hong Kong and Shanghai, is selling 10-year dollar-denominated notes in order to bolster its financial position after disappointing earnings results. The company reported a $774 million net loss for the first half of 2012 as a result of a downturn in its core dry-bulk shipping market. Paul Hastings Hong Kong partners Raymond Li and Vivian Lam are acting for China Cosco on the transaction. Linklaters in representing BOC International and The Hongkong and Shanghai Banking Corp. as joint lead managers and joint bookrunners. [Read full story]
Hong Kong firm Woo Kwan Lee & Lo represented China Taiping Capital Ltd., a wholly owned subsidiary of China Taiping Insurance Holdings Co. Ltd., on its issue of $300 million in guaranteed notes. The parent company is guaranteeing the bonds, the proceeds of which will be used for general corporate purposes. Partner Brian Leung acted on behalf of China Taiping Capital. Herbert Smith Freehills Hong Kong partners Jason Sung, Tommy Tong, Kevin Roy, and Philip Lee represented the join lead managers BOCI Asia Ltd., Citigroup Global Markets Ltd. and J.P. Morgan Securities Plc.
Reed Smith advised Shanghai-based property developer CIFI Holdings (Group) Co. Ltd. on its $267.1 million initial public offering on the Hong Kong Stock Exchange. Hong Kong partner Ivy Lai advised CIFI, as did Commerce & Finance Law Offices on Chinese law. Maples and Calder Hong Kong partner Christine Chang advised the company on Cayman Islands law. Citigroup Global Markets Asia Limited, Morgan Stanley Asia Limited and Standard Chartered Securities (Hong Kong) Ltd., represented by Hogan Lovells partners Terence Lau and Man Lee, were the joint sponsors and joint global coordinators for the IPO.
DLA Piper advised bedding-products maker Casablanca Group Ltd on its $12.9 million Hong Kong IPO, the proceeds of which will be used to expand the company’s presence in mainland China. Hong Kong partners Jeffrey Mak and Stephen Peepels acted for the company, while Grandall Law Firm represented Casablanca on matters of Chinese law. Maples and Calder partner Jenny Nip advised on Cayman Islands law. Underwriters Haitong International Securities Co. Ltd. and UOB Kay Hian (Hong Kong) Ltd. were represented by Paul Hastings Hong Kong partners Catherine Tsang and Steven Winegar.
Paul Hastings represented Hong Kong-based alternative energy company China Everbright International Ltd. on $200 million in term loan facilities issued by the Asian Development Bank. The money will be used to fund a number of the company’s agricultural and municipal waste-to-energy projects in mainland China. Partners Raymond Li and Vivian Lam acted for China Everbright, while Allen & Overy advised ADB. Paul Hastings represented the company on a similar $100 million loan taken from the bank earlier this year.
Linklaters is advising China Aoyuan Property Group on its anticipated $125 million senior notes offering on the Hong Kong Stock Exchange. The Guangzhou-based real estate developer plans to use the money raised from the dollar-denominated bonds to fund existing and new property projects and land acquisitions, as well as to refinance its current debt and for general corporate purposes. Partners William Liu and David Ludwick took the lead for Linklaters, while Guangxin Lawyers and Conyers Dill & Pearman advised Aoyuan on Chinese and Cayman Islands and British Virgin Islands law, respectively.  Davis Polk & Wardwell Hong Kong partners William Barron and Paul Chow acted for UBS A.G. as sole lead manager and sole bookrunner.


Singapore

Allen & Gledhill is advising aircraft-leasing company BOC Aviation Pte. Ltd., a subsidiary of Bank of China, on the establishment of a $2 billion euro-denominated medium-term note program. Singapore-based BOC Aviation is using the bonds, which will be sold on the Singapore Exchange, to diversify its funding sources. Partners Margaret Chin, Ong Kangxin, and Sunit Chhabra acted for BOC Aviation. Allen & Overy is representing dealers including Citigroup Global Markets Singapore Pte. Ltd., The Hongkong and Shanghai Banking Corp. Ltd., BOCI Asia Ltd., Citigroup, DBS Bank Ltd., HSBC, J.P. Morgan (S.E.A.) Ltd., and Morgan Stanley Asia (Singapore) Pte.
Herbert Smith Freehills is representing Gemshine Investments, a joint venture between British insurer Prudential UK’s Asia Property Fund and Frasers Centrepoint Ltd., on its $425 million acquisition of the Compass Point shopping mall in suburban Singapore from Sengkang Mall Ltd. The deal comes as Sengkang looks to pay off $335 million in bond debt due in November from the securitization of the mall ten years ago, $134 million of which is held by the two joint venture partners. Gemshine, which is buying the five special purpose vehicles through which Sengkang owns Compass Point, is being represented by Herbert Smith Freehills partner Simon Taskunas.  WongPartnership partner Alvin Chia is advising Gemshine on a $204.7 million loan from Oversea-Chinese Banking Corp. Ltd. which will partly finance the transaction. Allen & Gledhill partner Jafe Ng is advising Oversea-Chinese on the loan. Shook Lin & Bok partner Marilyn See is acting for Sengkang.
WongPartnership is acting for Asia Systems Ltd., a holding company of Southeast Asian private equity company Northstar Group, on its acquisition of a majority stake in Singaporean telecommunications outfit NeraTel from Norway’s Eltek ASA. Asia Systems will purchase Eltek’s 50.05-percent stake, and then make a mandatory unconditional cash offer for all the remaining shares of NeraTel. The total transaction is expected to be worth $144.9 million. Partners Ng Wai King, Andrew Ang, Milton Toon, Christy Lim, and Low Kah Keong are advising Asia Systems on the transaction. Stamford Law Corp.’s Lean Min-tze is representing Eltek. NeraTel has engaged Allen & Gledhill partner Christopher Ong.
Allen & Gledhill is advising Bowsprit Capital Corp. Ltd. as manager of First Real Estate Investment Trust on First REIT’s private placement of $24 million worth of shares in the trust. First REIT’s portfolio consists of properties in Singapore, Indonesia and South Korea, and the money raised from the placement will be used to partially fund the purchase of a new property in Indonesia, which comprises a hotel and hospital. Partners Jerry Koh and Chua Bor Jern acted for Bowsprit. WongPartnership partners Gail Ong and Karen Yeoh represented joint placement agents Oversea-Chinese Banking Corp. Ltd. and Macquarie Capital Securities (Singapore) Pte. Ltd. Sidley Austin Singapore partner Prabhat Mehta served as international counsel to the joint placement agents.


Australia

Allens has advised government agency Main Roads Western Australia on its alliance agreement with a consortium of contractors on the expected $1 billion Gateway WA Perth Airport and Freight Access Project. The project will comprise a major upgrade of road, rail and air infrastructure in and around Perth, including the consolidation of the city’s domestic and international airports. Main Roads is now in negotiations with the consortium—Leighton Contractors Pty. Ltd., Georgiou Group Pty. Ltd., GHD Pty. Ltd., AECOM Australia Pty. Ltd., and BG&E Pty. Ltd.—to work out the final details of the contract before the end of the year. Allens Perth partner Michael Hollingdale and Melbourne partner Anthony Arrow acted for Main Roads WA on the agreement. In-house lawyers from Leighton Contractors led negotiations on behalf of the consortium. [Read full story]
The Australian subsidiaries of Canadian real estate company Brookfield Asset Management Inc. and U.S. industrial manufacturer Johnson Controls Inc. have announced a merger that will result in expected annual revenues of $261.5 million. Brookfield Multiplex Services and Johnson Controls Global WorkPlace Solutions will combine their property and facility services businesses to form Brookfield Johnson Controls, which is expected to launch operations early next year. Minter Ellison Sydney partner Callen O’Brien is representing Brookfield Asset Management, while Henry Davis York partner Scott Murray, also in Sydney, is acting for Johnson Controls.
British conglomerate Virgin Group’s Australian airlines division has made a cash-and-share offer worth about $130.4 million for Singapore-based Skywest Airlines Ltd., which operates routes in Western Australia and Indonesia. Virgin Australia Holdings Ltd. said in a statement the deal would allow the company to better compete in high-growth regional markets. Allens Brisbane partner Andrew Knox is acting for Virgin Australia on the deal, while WongPartnership partners Andrew Ang and Chan Sing Yee are advising Skywest. Allen & Gledhill partner Hilary Low is representing Virgin Australia on Singapore law.
Minter Ellison is advising Australia’s Mayne Pharma Group Ltd. on its $120 million acquisition of privately-owned U.S. drug developer Metrics Inc. The deal will comprise an initial payment of $105 million and another $15 million dependent upon North Carolina-based Metrics’ financial performance in fiscal 2013. Funding for the transaction was obtained by a $68 million stock offering and a $44.5 million loan facility. Minter Ellison Melbourne partners Nick Broome and Peter Kay are acting for Mayne, while Miller & Martin partner Josef DeLisle is serving as U.S. counsel to the company. Partner Martin Brinkley of Raleigh, N.C.-based Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan is representing Metrics. Gilbert + Tobin is representing underwriters UBS and Credit Suisse.


India

Amarchand & Mangaldas & Suresh A. Shroff and Co. is advising India’s Ministry of Mines on its sale of a 10-percent stake in state-owned miner Hindustan Copper Ltd. The first tranche, comprising a 5.6-percent stake, was sold on the National Stock Exchange of India and the Bombay Stock Exchange on Nov. 23, raising $145.6 million. Partner Prashant Gupta led on the transaction for Amarchand, which was the sole counsel to the government for the deal.
The Indian subsidiary of American specialty chemicals maker Chemtura Corp. is purchasing the bromine division of Solaris Chemtech Industries Ltd., India’s largest producer of the chemical, which is used to make flame retardants, pesticides, and some medicines, in a deal worth $141.7 million. Baker & McKenzie Chicago partner Edward West and J Sagar Associates New Delhi partner Rohiteswar Prasad represented Chemtura. Khaitan & Co. New Delhi partner Bharat Anand acted for Solaris and its parent, Avantha Holdings Ltd.
Email: tbrennan@alm.com .