INAUGURAL AWARDS SHINE A LIGHT ON THE BEST DEALS IN THE REGION AND THE LEGAL LUMINARIES WHO GUIDED THEM. NANDINI LAKSHMAN REPORTS

The inaugural Asia Business Law Journal Deals of the Year Awards cover 60 outstanding deals that our editorial team felt best showcased examples of legal expertise in the region.

There was a high number of deal nominations covering all parts of Asia, and it was a difficult process to whittle the nominations down to the winners published here. We decided on 10 categories for the awards, covering most practice areas, and the sheer number in some areas depicts in itself the trends for legal business across the region.

The winners were chosen based on a number of factors, and as per Asia Business Law Journal’s sister journals, China Business Law Journal and India Business Law Journal, we did not simply choose winners on elements like monetary value. Significance, relevance, complexity and innovativeness are among the criteria we set for the winning deals, and both the deal itself and the winning firms have been placed in alphabetical order to remove any presumption of ranking.

Some winners’ nominations could have been placed in several categories and with these we selected categories where we thought they may have the most relevance. With reference to deals in China and India, we relied heavily on those awards that were good enough to find a place in our sister publications as winning deals.

Not surprisingly, the Mergers and Acquisitions category is well represented and reflective of both the number of nominations and the strength of this sector in the region. There were some massive deals, including Avago’s acquisition of Broadcom for US$37 billion, ChemChina’s acquisition of Syngenta for US$43 billion, and Didi Chuxing’s merger with Uber China for a value of US$35 billion.

Infrastructure was another category of interest, with large power and energy projects a notable aspect. Expect to see much more from this sector in the coming years, especially as China’s ‘One Belt One Road’ strategy gains traction, and with the coming online of Asia Infrastructure Investment Bank, which will enable the region’s developing economies to improve their power and transport needs.

Likewise, in the Restructuring and Insolvency category, as some economies in Asia consolidate, business is on the uptick. Capital markets were busy with some glittering listings, and some innovative financing deals were struck for all kinds of projects, alternative energy being of note.

Congratulations to the award winners, and commiserations to those who didn’t make it this time to our list of peak performers in Asia, the firms who shone for the inaugural Asia Business Law Journal Deals of the Year 2016.

ANTITRUST

Cement Australia’s dominance case

HERBERT SMITH FREEHILLS

Cement Australia has been involved in the longest running abuse of dominance case in Australian competition law history. In 2008, the Australian Competition & Consumer Commission (ACCC) commenced proceedings against Cement Australia, alleging that four exclusive contracts to acquire a product, flyash, involved a misuse of market power contrary to ssection 46 of the act, and also had the purpose or effect of substantially lessening competition in contravention of section 45. The ACCC alleged that there was no commercial rationale for entering into the contracts.

The trial ran for 10 weeks, and the Federal Court, in a 940-page judgment, held that section 45 had been contravened, but that there had been no misuse of market power. It found that
Cement Australia had a substantial degree of power and that it had the substantial purpose of preventing a rival securing access to unprocessed flyash (with the result that it foreclosed entry of a potential competitor in the downstream market).

However, the judge did not consider that the “taking advantage” element of section 46 was satisfied; even without market power a company in Cement Australia’s position could profitably enter into the same contract. The case is repeatedly cited as a reason why the Australian laws in relation to abuse of dominance should be reformed. In December 2014 the Federal Court heard the penalty hearing in relation to the section 45 contraventions. The penalty judgment was handed down on 29 April 2016 and the Federal Court ordered penalties of A$18.6 million (US$14.2 million) against Cement Australia.

Herbert Smith Freehills acted for Cement Australia. The Australian government solicitor advised the ACCC.

Ihail launch approval

HERBERT SMITH FREEHILLS

After blocking the launch of an Uber-style taxi booking app in Australia, the Australian Competition & Consumer Commission (ACCC) finally gave the go-ahead to launch Ihail in March 2016. The new app, developed by MTData, an Australian taxi dispatch company, is for a consortium of five taxi companies including Yellow Cabs, Silver Top Taxi Service, Black and White cabs, Suburban Taxis, and Cabcharge Australia. This brings a number of taxi networks together in a single booking app that allows potential passengers to use the one app to hire a taxi across Australia, and potentially in other countries.

Herbert Smith Freehills says prior to its involvement, the application was heading for rejection. In a strongly worded draft determination, the ACCC proposed to deny authorization in the face of what it saw as substantial anticompetitive detriment, despite acknowledging public benefits. The firm reassessed the approach to the application, recommending changes to the business model and strengthening the analysis and submissions to overcome the ACCCs concerns, and commissioning an expert economist report to boost the analysis.

This was an important matter involving complex analysis in a two-sided market, where incumbents sought to react to an increasingly competitive environment and disruptive technologies. Ihail is now gearing up for a New Zealand launch.

Herbert Smith Freehills advised Ihail in its successful authorization application in Australia.

BANKING & FINANCE

KAL’s asset-backed securities
(US$87 million)

LEE & KO

JONES DAY

SHIN & KIM

Korean Air (KAL), South Korea’s flagship carrier, issued the first domestic asset-backed securities based on the airline ticket receivables generated in foreign jurisdictions. The receivables were denominated in Hong Kong dollars and Singapore dollars, and the bonds were denominated in Korean won. In order to hedge foreign currency risks, the bond issuer entered into cross-currency swap transactions with domestic swap providers.

To facilitate the securitization, KAL entrusted the receivables to a Cayman Islands trust, which issued the investor beneficial certificates and the settlor beneficial certificates to the airline. KAL then transferred the investor beneficial certificates to a
Korean special purpose vehicle (SPV), which issued Korean won-denominated bonds to Korean investors on a private placement basis.

Lee & Ko acted as Korean counsel to the issuer. Jones Day was international counsel to the arrangers. Shin & Kim advised the joint arrangers on Korean law in both the offshore and onshore aspects of the deal.

Lupin’s bridge financing

(US$925 million)

IRMS

BROWN RUDNICK

KHAITAN & CO

LINKLATERS

TALWAR THAKORE & ASSOCIATES

Indian pharmaceutical players are always on the lookout for potential targets to boost revenues, and are increasingly considering acquisition loans to fund big purchases. In March 2016, Lupin Pharmaceuticals completed its acquisition of Gavis Pharmaceuticals, a New Jersey-based generic drugs company, with bridge financing from JP Morgan. The acquisition enhances Lupin’s reach in the US generics market and broadens the company’s offerings high-value and niche generics. It also gives Lupin access to Gavis-owned Novel Laboratories, which has commercialized over 20 pharmaceutical products.

This acquisition – one of the largest offshore acquisitions by a pharmaceutical company – was guaranteed by Lupin under the overseas direct investment regime of the Reserve Bank of India (RBI). The RBI granted Lupin approval to issue guarantees in excess of US$1 billion in a financial year.

Khaitan & Co was the Indian counsel for Lupin in relation to the corporate guarantee. “This deal is an important milestone for acquisitions in the pharmaceutical sector and highlights the firm’s expertise to handle and execute complex transactions,” said Khaitan team leader Manisha Shroff.

Brown Rudnick was Lupin’s international adviser. Linklaters were international advisers to JP Morgan. Talwar Thakore & Associates advised JP Morgan on Indian law.

Mongolia’s Tsetsii wind farm financing

(US$127 million)

ALLEN & OVERY

BAKER MCKENZIE

MAHONEYLIOTTA

MDS KHANLEX

MINTER ELLISON

NORTON ROSE FULBRIGHT

Clean Energy Asia, an SPV, is developing a 50MW wind farm 540km south of Ulaanbaatar, in Mongolia’s Gobi desert. The SPV is owned by Mongolia’s Newcom Group and Japan’s SB
Energy Corp, with financing from the European Bank for Reconstruction and Development (EBRD) and the Japan International Co-operation Agency (JICA).

The venture is the JICA’s first dollar-denominated project finance debt transaction through its Private Sector Investment Finance scheme in the renewable energy field, and is only the second wind farm project in Mongolia. It is also the first power business in Mongolia for SoftBank Group. The Japanese government allocated a US$745,000 grant for upgrading a state-owned substation near the wind farm site.

The wind farm will help diversify Mongolia’s coal-dependent power sector. The target is to boost the share of renewables in the energy mix from the current 7% to 20% by 2023, and 30% by 2030. The deal attained financial closure in October 2016.

Allen & Overy was the lenders’ counsel. Baker & McKenzie’s Tokyo office acted for the sponsors. MahoneyLiotta Mongolia acted as the financiers’ legal adviser. MDS Khanlex advised the sponsors, led by managing partner Enkhbat Batsukh. Minter Ellison i n Mongolia advised the contractor and suppliers. Norton Rose Fulbright acted for the contractor and suppliers on
international law.

Shanghai Disneyland

BAKER MCKENZIE

GUANTAO LAW FIRM

JIN MAO PARTNERS

PAUL WEISS RIFKIND WHARTON & GARRISON

ZHONG LUN LAW FIRM

As a landmark project in the cultural realm for China, Shanghai Disneyland is expected to have far-reaching effects on Shanghai and nearby areas, even as far as the Yangtze Delta. Its significance is not only related to tax revenue and job opportunities, but also to the industrial structural transformation of the region.

The scale of investment for the Shanghai Disneyland project is estimated to reach RMB34 billion (US$4.9 billion). The total amount of the syndicate loan for this project did not exceed RMB21.6 billion.

During the six years from being approved to the launch, the legal work for the project involved many aspects including regional development, construction, project financing, intellectual property, financial planning, corporate governance and dispute resolution, according to Guantao Law Firm.

Baker McKenzie, Guantao, Paul Weiss Rifkind Wharton & Garrison, and Zhong Lun Law Firm advised on the formation of the joint venture by Shanghai Shendi (Group) and the Walt Disney Company. Jin Mao Partners acted for a loan syndicate including banks such as China Development Bank, Shanghai Pudong Development Bank and Bank of Communications.

SMC’s coal-fired plant financing

(US$400 million)

LATHAM & WATKINS

MILBANK TWEED HADLEY & MCCLOY

PICAZO BUYCO TAN SANTOS & FIDER

SYCIP SALAZAR HERNANDEZ & GATMAITAN

SMC Consolidated Power Corp is a wholly owned subsidiary of SMC Global Power Holdings, wholly owned by the Philippines’ San Miguel Corp.

The power plant is the first of three 300MW plants to be constructed by SMC Global Power Holdings Corp in Limay, Bataan, and in the Philippines, respectively. For lenders, the sharing of certain facilities and the operation of the entire plant by a single O&M contractor was a challenge, since there was a need to take into account the rights of future lenders for the other two power plants, and step-in rights in the financing structure.

Project financing came when construction of the first power plant was in full swing, with commercial operations targeted for January 2017. The site preparation for the second power plant had already commenced. This presented novel problems with contracts that had already been executed and partially fulfilled, which did not contain lender-protective provisions that are typically inserted to take into account the financing of the project.

Latham and Watkins acted as the counsel to the borrower as to English Law. Milbank, Tweed, Hadley & McCloy acted for the arrangers and the lenders as to English Law. Picazo Buyco Tan Santos & Fider advised the borrower as to Philippine law. SyCip Salazar Hernandez & Gatmaitan acted as the local counsel to the lenders.

SoftBank’s acquisition financing of ARM

(US$32 billion)

BAKER MCKENZIE

CLEARY GOTTLIEB STEEN & HAMILTON

DAVIS POLK & WARDWELL

FRESHFIELDS BRUCKHAUS DERINGER

MORRISON & FOERSTER

SLAUGHTER AND MAY

WHITE & CASE

In one of the biggest tech deals of 2016, SoftBank, the Japanese internet and telecoms conglomerate, acquired UK chip designer Arm Holdings in a US$32 billion cash deal, the largest overseas acquisition made by a Japanese company, and the largest takeover of a British company by an Asian conglomerate.

Mizuho Bank provided the 1 trillion Japanese yen (about US$10 billion) bridge loan to finance part of SoftBank’s £24.3 billion (US$30.4 billion) acquisition of London Stock Exchange-listed ARM Holdings. The acquisition successfully closed on 5 September 2016, with ARM being delisted from the LSE the next day.

The complex cross-border transaction was conducted on a condensed timeframe. The deal marks a paradigm shift at
SoftBank, to invest in the “internet of things” (IoT). ARM is poised to play a central role in IoT, where the entire spectrum of the technology industry will be connected.

Baker McKenzie’s cross-border teams in Tokyo and London advised Mizuho Bank on the bridge loan. Cleary Gottlieb Steen & Hamilton acted as legal counsel to Raine Group, which was a financial adviser to SoftBank. Davis Polk & Wardwell acted as legal counsel to ARM Holdings. Freshfields Bruckhaus Deringer and Morrison & Foerster were legal counsel to the SoftBank Group. Slaughter and May advised ARM Holdings. White & Case acted for Mizuho Securities, also a financial adviser to SoftBank.

Webb Dock container terminal financing

(US$300 million)

ALLENS

ALLEN & OVERY

LINKLATERS

In July 2016, Victoria International Container Terminal (VICT), a unit of Philippines-based port operator International Container Terminal Services (ICTSI), signed a US$300 million syndicated loan facility with more than half a dozen global financial institutions to construct and develop VICT at Webb Dock in the port of Melbourne. The facilities included commercial and Export Credit Agency-covered tranches.

The bankrolling was one of the few significant greenfield project financings in the infrastructure sector to close in the Asia-Pacific region in the past 12 months. The financing was delivered in parallel to the privatization of the Port of Melbourne Corporation, the authority that has granted the relevant concession rights to VICT to construct and operate the port.

The financing is likely to act as a pathfinder transaction for sponsors looking to attract longer tenor debt financing for infrastructure projects in Australia, where the tenor on comparable projects is typically three to five years.

Alliance partners Allens and Linklaters acted as the legal adviser to VICT which secured the loan. Allens was the Australian counsel to the sponsor and borrower. Allen & Overy acted as the lenders’ counsel. Linklaters acted for the Philippines-based port operator and sponsor ICTSI, and borrower VICT. Olivia Jones was the head of legal and corporate affairs at VICT.

CAPITAL MARKETS

BeiGene’s maiden IPO on NASDAQ

(US$166 million)

DAVIS POLK & WARDWELL

FANGDA PARTNERS

GOODWIN PROCTER

JUN HE LAW OFFICES

MOURANT OZANNES

BeiGene, the Chinese research-based biopharma company, launched its initial US public offering of American Depository Receipts at a time when the US market was extremely challenging. The market had plunged nearly 80% compared to the same period the previous year. However, BeiGene became one of the first two companies that priced an IPO in the US in 2016. On the first trading day, the ADS rose 18% above the IPO price. The company received net proceeds of US$166.2 million, after deducting underwriting discounts and
offering expenses.

With a team of more than 250 scientists, clinicians and staff in mainland China, the US, Australia and Taiwan, BeiGene is advancing a pipeline consisting of new oral small molecules and monoclonal antibodies for cancer. Davis Polk & Wardwell was US counsel to the underwriters. Fangda Partners acted as PRC counsel to the issuer BeiGene. Goodwin Procter represented BeiGene as US counsel for the ADS. Jun He Law Offices acted as PRC counsel to the underwriters. Mourant Ozannes represented the company as Cayman Islands counsel.

Cikarang Listrindo raises high yield notes

(US$550 million)

DAVIS POLK & WARDWELL

SHEARMAN & STERLING

Indonesia’s publicly listed power plant producer, Cikarang Listrindo, issued US$550 million in bonds through its subsidiary Listrindo Capital. The 10-year tenure bonds have a 4.95% rate and are listed on the Singapore Stock Exchange.

The offering adopted a Dutch double-decker structure to allow the company to take advantage of the Indonesia-Netherlands tax treaty on withholding tax. It was a challenging exercise as the deal was done at a time when the company had been challenged on its tax position taken on 2012 notes by Indonesian tax authorities. For that reason, the offering was executed with close involvement of both Dutch and Indonesian tax advisers, with particular focus on the tax opinions.

Under the high yield covenants, the firm also created flexibility for the company to reorganize the structure in other jurisdictions without bondholders’ consent, in the event that Indonesian tax authority may continue to take an adverse position to the company’s tax treatment.

One unique feature under the high-yield covenants is to allow the company to make restricted payments if both fixed charge coverage ratio (FCCR) and a defined leverage ratio are met.

Davis Polk & Wardwell’s Hong Kong and London offices acted for the underwriters. Listrindo Capital was advised by Shearman & Sterling.

Commonwealth Bank of Australia’s hybrid retail offer

(US$945 million)

ASHURST

HERBERT SMITH FREEHILLS

In Australia’s largest retail hybrid offer last year, the Commonwealth Bank of Australia (CBA) issued CommBank PERLS VIII Capital Notes and a concurrent PERLS III reinvestment offer to raise A$1.25 billion (US$945 million). The CommBank PERLS VIII Capital Notes are subordinated, unsecured notes.

The offer included a reinvestment offer (with proceeds replacing PERLS III retail hybrids and also an earlier US institutional issue of Trust Preferred Securities (TPS), with PERLS III being repurchased in accordance with their terms, and the TPS holders approving amendments to those securities to facilitate their redemption), a broker firm offer and a security holder offer.

The offer was designed and priced to achieve a historically high “running yield” for the hybrid market. The proceeds of the offer raised Tier 1 capital to satisfy CBA’s regulatory capital requirements and maintain the diversity of its sources and types of funding.

Ashurst was the legal adviser to the joint lead managers. Herbert Smith Freehills represented CBA. The law firm’s Sydney-based transaction team worked closely with the CBA team and a large joint lead manager syndicate, and advised on all aspects of the offer, including taxation in Australia.

ICICI Prudential Life Insurance’s IPO

(US$918 million)

CYRIL AMARCHAND MANGALDAS

DAVIS POLK & WARDWELL

S&R ASSOCIATES

After years of debate, in March 2015 India’s parliament ratified the Insurance Laws (Amendment) Act 2015, to increase foreign holding limits from 26% to 49%.

The liberalization of the sector saw the first public offering of an insurance company in India, when ICICI Prudential Life Insurance launched its IPO in September 2016 to become the first listed insurance company in the country. It was also the largest IPO in the financial services sector in India, and the largest since state-owned Coal India went public in 2010.

ICICI Prudential Life Insurance – a joint venture between ICICI Bank and Prudential Corporation Holdings – commenced operations in 2001. Cyril Amarchand Mangaldas acted as Indian legal counsel to ICICI Prudential Life and ICICI Bank.

Davis Polk & Wardwell’s Hong Kong and London teams provided international counsel to the lead managers. S&R Associates acted as domestic legal counsel to the lead managers.

“This was an active and challenging transaction from day one,” said S&R team leader Sandip Bhagat. “We were simultaneously dealing with two sets of regulators on disclosure and related matters [the Securities and Exchange Board of India and the Insurance Regulatory and Development Authority of India] and the expectations of stakeholders had to be managed and met on tight timelines.”

Jian Johnson was the in-house counsel at ICICI Bank.

JR Kyushu Railway’s global IPO

US$3.9 billion

ANDERSON MORI & TSUNEMATSU

MORI HAMADA & MATSUMOTO

SIMPSON THACHER & BARTLETT

SULLIVAN & CROMWELL

JR Kyushu is one of the largest passenger railway companies in Japan. Considered as Japan’s biggest IPO this year, this deal was part of the breakup and privatization efforts of the state-owned railway network that date back to the 1980s. The biggest challenges were complicated disclosure issues in restructuring Kyushu’s balance sheet after the termination of large financial contributions from the government in the 1980s.

The island of Kyushu was hit by a major earthquake in the middle of the final stages of the deal’s preparation. Despite the setback, the issuer resolved to move ahead with the transaction to serve as a positive inspiration regarding post-disaster reconstruction efforts.

Anderson Mori & Tsunematsu represented the underwriters as to Japanese law. Mori Hamada & Matsumoto was the legal adviser to the issuer as to Japanese law. Simpson Thacher & Bartlett represented JR Kyushu as issuer, and Japan Railway Construction, Transport and Technology Agency, as selling shareholder, in connection with the IPO, including an international offering to institutional investors.

Sullivan & Cromwell acted for the underwriters as to US law. Yudai Shibahara was the issuer’s in-house counsel.

Line Corp’s dual-listed IPO

(US$1.09 billion and ¥115 billion)

ANDERSON MORI & TOMOTSUNE

CLEARY GOTTLIEB STEEN & HAMILTON

NISHIMURA & ASAHI

SIMPSON THACHER & BARTLETT

Line Corp, a leading Japanese messaging app provider with more than 200 million users globally, had a successful dual listing on the Tokyo and New York Stock Exchanges in July 2016. The IPO, priced in the midst of market uncertainties surrounding Brexit, became the largest US-listed tech IPO of the year.

The dual listing involved compliance with rules of multiple regulatory bodies and exchanges with three jurisdictions, including the US, Japanese and South Korean authorities due to Line’s listed Korean parent, Naver Corp. Line leveraged the dual listing to access retail demand in Japan and reached out to international investors focused on the tech sector. Anderson Mori & Tomotsune acted as the legal adviser to the underwriters as to Japanese law. Cleary Gottlieb Steen & Hamilton represented Line Corp as to US law. Nishimura & Asahi was the legal adviser to Line Corp on Japanese law. Simpson Thacher & Bartlett acted as legal adviser to the underwriters in the IPO on US law.

Myanmar Investment lists on new Yangon exchange (US$603.5 million)

DUANE MORRIS & SELVAM

On 25 March 2016, when Myanmar’s deputy finance minister rang the opening bell of the newly opened Yangon Stock Exchange, First Myanmar Investment, a Myanmar conglomerate invested in financial services, healthcare and real estate, became the nation’s first company to go public.

The new listing was more symbolic than functional, especially since foreign investors were not allowed in the country. The opening of the exchange and the listing was also a historic moment for the nation, which suffered under an oppressive military rule from 1962 to 2011. The deal, which took more than 16 months to be sealed, is also seen by many as a way of demonstrating the country’s progress towards modernization.

Buoyed by the response, Myanmar’s Securities and Exchange Commission said it was gradually moving towards providing foreign investors access to the exchange and enabling local foreign-joint ventures to list. “We had people queuing up for hours to get into the few appointed and licensed securities firms to put in their bid orders to buy,” Serge Pun, the head of First Myanmar Investment, said at the time.

Duane Morris & Selvam, led by director Jamie Benson, was the sole law firm representing First Myanmar Investment on the listing.

NTPC’s offer for sale (US$742 million)

CYRIL AMARCHAND MANGALDAS

DORSEY & WHITNEY

JONES DAY

SHARDUL AMARCHAND MANGALDAS

NTPC (National Thermal Power Corporation) conducted an offer for sale (OFS) on 23-24 February 2016, which was three times oversubscribed and raised US$742 million for India’s government. Pursuant to this 5% disinvestment, the state’s share in NTPC, India’s largest state-run power producer, was reduced to 69.96%. Institutional investors lapped up the issue, while retail investors chose to give it a miss.

This was the first OFS conducted under revised OFS guidelines of the Securities and Exchange Board of India, issued in February 2016. The revisions were aimed at streamlining the OFS process.

“The success of NTPC’s OFS has come as a shot in the arm for the government to realize its ambitious disinvestment plan to contain fiscal deficit and fast track growth,” said a lawyer who was involved in the deal.

Cyril Amarchand Mangaldas was domestic counsel to the government. Dorsey & Whitney was international legal counsel to the government. Shardul Amarchand Mangaldas was domestic legal counsel to the brokers (SBICAP Securities, ICICI Securities, Edelweiss Securities, and Deutsche Equities India). Jones Day was international legal counsel to the brokers.

Shun Cheong’s reverse takeover and new listing

HAIWEN & PARTNERS

JINGTIAN & GONGCHEN

MINTER ELLISON

PAUL WEISS RIFKIND WHARTON & GARRISON

ROBERTSONS

XIAORAN

There were four inter-conditional transactions made by Shun Cheong Holdings as part of this deal. First was a HK$2.69 billion issuance of ordinary and preferred shares. Second was a HK$250 million issue of a convertible note, followed by the HK$558.88 million acquisition of Xilin Gol League Hongbo Mining Development, an upstream oil producer in Mongolia. Finally, there was a disposal of Shun Cheong’s existing hotel and restaurant business in China.

Titan Gas Technology Investment was the offerer, which made the unconditional mandatory general cash offer to acquire all of the ordinary shares issued by Shun Cheong. Titan was also the largest subscriber in the share issue, and the buyer of the company’s shares.

After these transactions, Shun Cheong’s business changed from hotel and restaurant operations to upstream oil exploration, development and production in the PRC. The acquisition of Hongbo constituted a reverse takeover deemed as a new listing on the Stock Exchange of Hong Kong. The listing application was particularly complex due to increased regulatory scrutiny of reverse takeovers, combined with the need to comply with the Stock Exchange of Hong Kong’s special provisions on mineral companies. As a result of the above subscription and sale of shares, the company also underwent a change of control.

Haiwen & Partners acted for the company as to PRC law. Jingtian & Gongchen represented the joint sponsors on PRC law. Minter Ellison acted for Shun Cheong in the above four transactions, and as the issuer’s Hong Kong legal adviser in relation to the deemed new listing application. The firm also acted for the company in the mandatory general offer triggered by the change of control.

Paul Weiss Rifkind Wharton & Garrison represented Titan Gas Technology Investment. Robertsons was legal adviser to joint sponsors Reorient Financial Markets and BOSC International. Xiaoran Fan was a key in-house counsel for Shun Cheong Holdings.

VPower Group’s Hong Kong IPO

(US$208 million)

CLIFFORD CHANCE

COMMERCE & FINANCE LAW OFFICES

CONYERS DILL & PEARMAN

DFDL MYANMAR LIMITED

DR KAMAL HOSSAIN AND ASSOCIATES

JLD & MB LEGAL CONSULTANCY

KING & WOOD MALLESONS

LINDA WIDYATI & PARTNERS

SHEARMAN & STERLING

In November 2016, the Hong Kong-based generator and engines firm, VPower, launched its IPO to raise funds for expansion into Middle East and African markets. The company distributes power generation stations in developing countries.

Since most developed countries have a strong investor protection regime in place, reassuring regulators’ concerns about sufficient protections for investors was particularly challenging. To address this, a pre-A1 submission was made to regulators, which included a detailed overview of the legal framework of concerned jurisdictions, as well as various risk indices maintained by leading global rating agencies including the World Bank and Standard & Poor’s.

The company’s wide geographic coverage entailed close co-ordination with various parties to navigate through laws and issues in multiple jurisdictions.

Clifford Chance was the issuer’s counsel on Hong Kong, US and Singapore law. Conyers Dill & Pearman advised on Cayman Islands law. Commerce & Finance Law Offices represented the underwriters on PRC law. DFDL Myanmar advised on Myanmar law. JLD & MB Legal Consultancy was counsel on Ghana law. Dr Kamal Hossain and Associates acted on Bangladesh law. King & Wood Mallesons advised on PRC law. Linda Widyati & Partners, in association with Clifford Chance, acted on Indonesian law. Shearman & Sterling advised the underwriters on the global offering and IPO on the Main Board of the HKSE.

Zhejiang Geely issues green bonds by automakers

(US$400 million)

DAVIS POLK & WARDWELL

HAIWEN & PARTNERS

CONYERS DILL & PEARMAN

KING & WOOD MALLESONS

Worth US$400 million, the bonds have a coupon rate of 2.75% and will be due in 2021. King & Wood Mallesons (KWM) believes the deal will set a benchmark for other Chinese issuers planning to issue green bonds in international capital markets. It was also the first time a PRC corporate issued a green bond after obtaining international green bond certification in accordance with the International Capital Market Association (ICMA).

Without any precedent, the working group spent tremendous effort in researching and discussing the application of the ICMA green standards to a PRC corporate, specifically how to document and satisfy all the requirements both before and after the transaction, including particularly how the use of proceeds could be traced and monitored. So far, the main source of funds for green investments is still bank loans. Green bonds will be another option.

Davis Polk & Wardwell was English law counsel and Haiwen & Partners was PRC law counsel to Zhejiang Geely Holding Group.
Conyers Dill & Pearman was British Virgin Islands law counsel to Geely, and KWM acted as PRC and international law counsel to Geely.

DISPUTES

454 petitions against
Union of India

AGARWAL LAW ASSOCIATES

ECONOMIC LAWS PRACTICE

J SAGAR ASSOCIATES

KARANJAWALA & CO

KHAITAN & CO

SINGH & SINGH LALL & SETHI

VERITAS LEGAL

On 10 March 2016, the Indian government issued 344 notifications banning popular fixed-dose combination drugs. The government alleged that the drugs involved a risk to human beings, and that safer alternatives were available. It exercised its powers under section 26A of the Drugs and Cosmetics Act (1940) to prohibit with immediate effect the manufacture of the drugs for sale and distribution. A government-appointed expert committee had concluded that the drugs had no therapeutic justification, and so should not be allowed for human consumption.

Various drug companies filed more than 450 petitions under article 226 of the Indian constitution, challenging the government’s ban. On 16 March 2016, after an initial hearing of the petition challenging the order against Pfizer’s drug, Corex, Delhi High Court stayed the order. The court directed that no coercive steps be taken against Pfizer, its stockists, agents, retailers and distributors, enabling the company to continue manufacturing and selling Corex.

The same interim order was issued in relation to the other petitions, and it was determined that they would all be considered and decided together. On 1 December, the court set aside the government’s notifications and ruled in favour of the pharmaceutical companies. It ruled that the notices were issued without following statutory procedures under section 26A, which call for mandatory consultations with the Drug Testing Advisory Board and the Drug Consultative Committee.

Singh & Singh Lall & Sethi represented 13 pharmaceutical companies, including Cipla, and filed about 45 petitions. The main arguments were made on behalf of Cipla, said partner Sudeep Chatterjee. Economic Laws Practice represented the Federation of Indian Pharmaceuticals, Indian Drug Manufacturers Association and Biocon challenging the ban. J Sagar Associates and Khaitan & Co. acted for pharma companies. Veritas Legal represented various petitioners. Karanjawala & Co. acted for Piramal Enterprises.

Arjowiggins’ HKIAC arbitration (US$24 million)

MORRISON & FOERSTER

Morrison & Foerster advised Arjowiggins HKK2, a Hong Kong investment company, in a Hong Kong International Arbitration Centre (HKIAC) arbitration against the Hong Kong-listed company Shandong Chenming Paper, a Chinese state-owned enterprise and one of the largest paper producers in China.

The arbitration arose out of a dispute related to a joint venture agreement in China to manufacture specialty paper. The arbitration agreement provided that any dispute “shall be referred to and finally resolved by arbitration in Hong Kong in accordance with the arbitration rules of the HKIAC”. In 2012, Arjowiggins HKK2 initiated HKIAC proceedings against Shandong Chenming Paper, seated in Hong Kong. The investment company successfully won an award of more than US$24 million. While the arbitration proceedings were confidential, Chenming’s efforts to set aside the award in Hong Kong court proceedings were defeated in a ruling handed down in October 2016. Morrison & Foerster acted for Arjowiggins HKK2. The case also demonstrated the arbitration-friendly environment the prevails in Hong Kong, and the resistance of Hong Kong courts to setting aside awards on minor technical or
procedural points.

Compass Group v MUA

HERBERT SMITH FREEHILLS

The British multinational, Compass Group, was contracted to provide cleaning, catering and related services to Chevron’s Gorgon project on Barrow Island in Western Australia. This was the largest construction project in Australia’s history.

The remote location – and the status of Barrow Island as a class A nature reserve – meant all construction workers operated on a fly in-fly out basis. For more than a year, the accommodation was provided on MS Silaja Europa, an Estonian passenger ferry. Compass provided many employees with work on the vessel. Quite quickly the Maritime Union of Australia (MUA), which represents Australian stevedores, seafarers and other maritime workers, claimed coverage of those employees and sought to enforce, through legal and industrial means, offshore terms and conditions of employment.

A significant dispute emerged, which involved legal proceedings concerning complex questions of enterprise agreement coverage before the Fair Work Commission. Compass was able to keep the MUA at bay and avoid the consequences of offshore terms and conditions being applied to the employees, which saved millions of dollars. No time was lost due to industrial action and the proceeds were resolved completely in Compass’ favour. The Fair Work Commission’s decision was handed down on 7 April 2016.

Herbert Smith Freehills acted for the Compass Group. The MUA was represented by its senior legal officer.

Jinan Meide Casting wins European Court dispute

ALLBRIGHT LAW OFFICES

JONES DAY

The European Court of First Instance ruled on 30 June 2016 that Chinese company Jinan Meide Casting had won an anti-dumping case over malleable cast-iron pipe fittings, which started in 2012. AllBright says the ruling is not only an example for the application of a surrogate country, but also helped Chinese enterprises recoup their losses, with €40 million (US$41.8 million) in taxes returned.

This case started in February 2012, when the European Commission (EC) launched an anti-dumping investigation against malleable cast-iron fittings from China, Thailand and Indonesia. India was used as the surrogate country to calculate the normal value. In May 2013, the EC ruled that the import duties for Chinese companies were from 24.6% to 57.8%, and the anti-dumping duty for Jinan Meide Casting was 40.8%.

AllBright and Jones Day appealed to the European Court of First Instance on four grounds, the first one being that the EC didn’t fully disclose its calculation of the dumping margin. According to AllBright, the court addressed only the first ground and ruled that the EC didn’t fully disclose its anti-dumping margin calculation in the investigation, and therefore its ruling against Jinan Meide Casting was invalid. Regarding the other three grounds, the court applied the “judicial economy” principle and believed that they didn’t have to be reviewed since the EC’s ruling had already been thrown out based on the first ground.

In this case, the Chinese party’s legal counsel successfully challenged the EU’s unsound surrogate country system by making the best use of the principles of full information disclosure and fair price comparison established by the iron or steel fasteners case between China and the EC (DS397). AllBright Law Offices and Jones Day acted as legal counsel for the Chinese party, Jinan Meide Casting.

Sasan Power versus North American Coal

AGARWAL LAW ASSOCIATES

AK LAW CHAMBERS

HERBERT SMITH FREEHILLS

JONES DAY

Anil Ambani’s Reliance Power-promoted Sasan Power suffered a major setback when India’s Supreme Court upheld an arbitration agreement mandating it and another Indian company to resort to UK governing law and an ICC arbitration in London.

Sasan Power and North American Coal Corporation (NAC), a Delaware company, had entered into an agreement for mine and development operations. Under the agreement, NAC agreed to provide certain consultancy and other onsite services for a mine to be operated by Sasan Power in India. Disputes arose when the promoters of Sasan Power wanted to terminate the agreement and invoked arbitration in India in accordance with Indian law.

In September 2015, the Supreme Court upheld Madhya Pradesh High Court’s judgment that two Indian parties could conduct arbitration in London under English law. Reliance Power sought an injunction against international arbitration with NAC’s Indian subsidiary. Sasan Power argued that a dispute between two Indian companies should be decided by the Indian judicial system. The injunction application was dismissed.

Agarwal Law Associates advised Sasan Power on Indian law. Herbert Smith Freehills was the international counsel to Sasan Power. AK Law Chambers partner Anirudh Krishnan was the Indian counsel for NAC. “It is my belief that to navigate through the complex web of Indian dispute resolution, one needs to be proactive and should be able to think out of the box,” said AK partner Anirudh Krishnan, adding that his firm was able to get through and succeed in three rounds of litigation, starting from the Singrauli District Court to the Supreme Court, in under two years. Jones Day handled the ICC arbitration.

INFRASTRUCTURE

AP Renewables’ climate bond

(US$225 million)

FRESHFIELDS BRUCKHAUS DERINGER

GIBSON DUNN & CRUTCHER

PICAZO BUYCO TAN FIDER & SANTOS

SYCIP SALAZAR HERNANDEZ & GATMAITAN

Philippines geothermal company AP Renewables (APRI), a subsidiary of Aboitz Power, issued 10.7 billion Philippine pesos (US$225 million) worth of guaranteed fixed-rate term project notes, which was a certified climate bond, for its Tiwi Makban geothermal power plant project. The bond, certified by the Climate Bonds Initiative, was the first in the Asia-Pacific region to receive the certification, and the first climate bond for a single project in an emerging market to date.

Apart from the climate bond, the Asian Development Bank provided credit enhancement in the form of a guarantee of 75% of principal and interest on the bond, and a direct loan of 1.8 billion pesos. ADB’s credit enhancement was risk-participated in by the Credit Guarantee Investment Facility (CGIF), a multilateral facility established by
ASEAN and the ADB to develop bond markets in the ASEAN region. According to ADB, Tiwi Makban illustrates CGIF’s growing role in contributing to the local debt capital market development.

Freshfields Bruckhaus Deringer acted as foreign counsel to the lender group including ADB, the CGIF and Bank of the Philippine Islands (BPI). Gibson Dunn & Crutcher advised the issuer, borrower, parent company and sponsor as foreign counsel. Picazo Buyco Tan Fider & Santos was local counsel to the lender group. SyCip Salazar Hernandez & Gatmaitan acted as local counsel to the issuer and borrower, AP Renewables, parent company Aboitiz Renewables and sponsor Aboitiz Power Corporation, on Philippine law. The key in-house counsel for Aboitiz Power Corp was Joseph Trillana Gonzales.

CGN invests in UK’s Hinkley Point C

ASHURST

CLIFFORD CHANCE

EVERSHEDS

HERBERT SMITH FREEHILLS

KING & WOOD MALLESONS

The Hinkley Point C project was the first Generation III nuclear new-build project in the UK, and one of the largest energy and infrastructure projects to be carried out there this decade, said Eversheds. Ashurst said Hinkley Point C marked the beginning of a new era in the UK nuclear sector.

The challenges of this deal involved the development of innovative financing structures. The contract-for-differences adopted for the financing would last for 35 years, said Alex Doughty, a partner at Eversheds in London and one of the team leaders.

Approvals were sought from multiple pan-European and national authorities, including the UK licensing of the nuclear reactor technology owned by the French state-controlled Areva, EU state aid review, merger control, and technology export consents.

The project was signed in the presence of former British prime minister David Cameron and Chinese President Xi Jinping. China General Nuclear Power Corporation (CGN) is a major Chinese state-owned enterprise and the largest nuclear power reactor operator in China.

King & Wood Mallesons teams acted as PRC, Hong Kong and European legal counsel for CGN. Ashurst also advised CGN. Clifford Chance and Herbert Smith Freehills were legal counsel for the French energy company building the plant, EDF Group. Eversheds advised CGN on its investment in the project.

Central Java’s coal-fired power project

(US$4.3 billion)

ALI BUDIARDJO NUGROHO REKSODIPUTRO

MILBANK TWEED HADLEY & MCCLOY

MOCHTAR KARUWIN KOMAR

SHEARMAN & STERLING

Bhimasena Power Indonesia (BPI) is developing and financing the US$4.3 billion, 2,000MW greenfield coal-fired power project in Batang Regency, Central Java, Indonesia. BPI was formed by a consortium of Itochu Corp, Electric Power Development Co, and Adaro Power.

This is the first independent power producer (IPP) in Indonesia to utilize ultra-super critical technology, resulting in lower coal consumption and emission rates. It is also the first public-private partnership (PPP) infrastructure project to boost much needed power capacity in the nation. The project was also the first to benefit from a guarantee from the Indonesia Infrastructure Guarantee Fund (IIGF) and the Ministry of Finance (MOF). The project was funded by a clutch of nine banks, and was the first major venture to be impacted by the regulations regarding the mandatory use of the local currency. Hence the state-owned power company PLN had to make certain PPA payments in Indonesian Rupiah. The risks raised were addressed by a novel tripartite arrangement between state-owned power company PLN, BPI and a state-owned bank.

Ali Budiardjo Nugroho Reksodiputro acted for the lenders. Milbank Tweed Hadley & McCloy advised the lenders, while Mochtar Karuwin Komar represented the sponsors. Shearman & Sterling advised BPI on the development and financing of the power project.

Colombo port project

(US$1.4 billion)

PINSENT MASONS

The Colombo Port City Project, renamed Colombo International Finance City, is being set up as an offshore financial centre in Sri Lanka. The project is being handled locally by China Harbour Engineering Co (CHEC), a subsidiary of China Communications Construction Company (CCCC).

This project has had its share of ups and downs and was something of an exercise in tenacity for Pinsent Masons. The largest inbound investment project in Sri Lankan history was launched in September 2014 under the patronage of former president Mahinda Rajapaksa and Chinese President Xi Jinping. The project was then suspended for nearly a year due to regulatory and environmental concerns, then revived a year later under current Sri Lankan President Maithripala Sirisena.

Pinsent Masons supported CHEC throughout the development and negotiation of the concession agreement, the subsequent suspension of the project after a change of government and the successful renegotiation of the concession agreement and restart of construction. The firm led on all negotiations with government entities, including the Attorney-General’s Department, the Board of Investments and the Prime Minister’s office, in order to reach common understandings as to how to progress the project while at addressing public concerns.

The project involves the seabed reclamation of 269 hectares of land, of which about 114 hectares will be available to CHEC to sell into the market on a 99-year lease, in order to repay debt and deliver a return on equity.

Financing for China-Russia LNG project

CLIFFORD CHANCE

GRANDALL LAW FIRM

LINKLATERS

The three shareholders of Yamal liquefied natural gas (LNG) project are Novatek from Russia, PetroChina from China and Total from France. This was a key strategic energy project jointly developed by China and Russia, located in the Arctic Circle within the territory of Russia. It was also the largest LNG project in the world, and at the highest latitude.

The project was implemented within the strategic framework for energy co-operation and signed by the leaders of China and Russia, according to Grandall Law Firm. It also represented a new way for China to co-operate with Russia or other countries in polar energy infrastructure development projects in the future.

Chinese legal questions raised by all parties had to be resolved in a short time. Participating lawyers had to be familiar with the overseas investment projects of Chinese enterprises, the various legal provisions about external guarantees, and with grading risk by practically analyzing the situation.

Linklaters and Grandall Law Firm acted as Russian and Chinese legal counsel to the international syndicates, respectively. Clifford Chance acted as legal counsel to the borrower.

Nghi Son 2 Power Plant Project

(US$2 billion)

ALLEN & OVERY

CLIFFORD CHANCE

FRASER VIETNAM

LVN & ASSOCIATES

ORRICK HERRINGTON & SUTCLIFFE

VIETNAM INTERNATIONAL LAW FIRM

WATSON FARLEY & WILLIAMS

YKVN

Japan’s Marubeni Corp and Korea Electric Power Company (KEPCO) won the tender to emerge as investors of the Nghi Son 2 Power Plant project, considered one of the first large-scale power projects in Central Vietnam. It is the first international public tender to select foreign investors for power projects in Vietnam, and also among the first imported coal projects in the country.

The pioneering venture will cater to a steeply growing power demand, utilize imported coal and apply an efficient and green power generating technology. The project will be implemented under the build-operate-transfer (BOT) method. The completed project will have an annual designed capacity of 1,200MW. The deal, however, involved and tested the legal system of Vietnam, and also many issues that were dealt with under Vietnamese law.

Allen & Overy acted as the international legal adviser to Marubeni and KEPCO. Clifford Chance represented the lenders as international counsel. Fraser Vietnam advised the local potential lenders. LVN & Associates served as international and local advisers to the Vietnamese government. Orrick Herrington & Sutcliffe was the local legal adviser to the Vietnamese government. Vietnam International Law Firm
(Vilaf) acted as local counsel to Marubeni and KEPCO. Watson Farley & Williams was international adviser to the government. YKVN advised the Ministry of Industry and Trade.

INTELLECTUAL PROPERTY

Apple Daily’s trademark opposition

SAINT ISLAND INTERNATIONAL PATENT & LAW OFFICES

Apple Inc filed a trademark suit against Apple Daily, a leading newspaper in Taiwan. The disputed mark, “蘋果日報”, which means Apple Daily, was filed for use in goods and services in classes 9, 16, 38 and 41. Apple Inc opposed the application based upon its assertedly prior use, prior registered and well known Apple mark.

One of the decisive arguments made was that while the based-upon mark enjoys a high reputation in computer hardware, software and associated peripherals, the opposed mark earned its high reputation through the publication of a newspaper in the local market. As the consumers could easily differentiate between the opposed mark and based-upon mark in view of their respective reputations and business fields, it was believed that the co-existence of “蘋果日報”and “APPLE” marks would not lead to any likelihood of confusion.

After a lengthy and thorough opposition procedure, the Taiwan Intellectual Property Office agreed with Saint Island’s argument and dismissed the opposition petition filed by Apple Inc. The decision was subsequently rubber stamped by the Board of Appeals and became
final in April 2016.

Saint Island International Patent & Law Offices acted for the Apple Daily newspaper.

Blizzard Entertainment’s copyright victory

HOGAN LOVELLS

Blizzard Entertainment is one of the world’s leading game developers, with games such as World of Warcraft and Diablo. It successfully obtained the first preliminary injunction to be issued by the Guangzhou Specialized IP Court, in a case regarding the videogame Everyone Warcraft. The injunction was a ground-breaking case on preliminary injunctions in China, in part due to their rarity and due to the very high evidentiary and legal thresholds for granting preliminary and interim injunctions.

Obtaining the injunction was trailblazing from a legal point of view, and constituted a great win for Blizzard Entertainment, since it prohibited the reproduction, distribution and online dissemination of the game throughout China.

Hogan Lovells acted for Blizzard Entertainment.

Hanmi Pharma’s generic drugs win

SHIN & KIM

South Korea recently adopted a new pharmaceutical pricing system where the price of the original drug is reduced if generic products are put on the market. Hanmi Pharmaceuticals introduced its generic products after a successful invalidation proceeding against Eli Lilly, the holder of the patent for the original drug, before the Patent Court. However, the Patent Court’s decision was reversed by the Supreme Court, declaring that the patent owned by Eli Lilly was still valid.

As the prices of Eli Lilly’s original drugs were reduced by 20% following the release of Hanmi’s generic products on the market, Eli Lilly initiated a lawsuit against Hanmi. It claimed that the reduction in the prices of its original products was affected due to the entry of Hanmi’s generic products onto the market before the expiry of Eli Lilly’s patent right, and it should be deemed as damages caused by the patent infringer, Hanmi.

This was the first case in South Korea involving the issue of whether the reduction in the price of an original drug caused by the entry of a generic drug into the market should constitute damages caused by patent infringement. The case received much attention from the entire pharmaceutical industry since: (1) the pricing of pharmaceutical products affects the public interest; (2) the reduced amount of the price of an original product normally amounts to more than 10 times the retail price of a generic product; and (3) if Eli Lilly’s claim is accepted by the court, it will inevitably impede the entry of generic products onto the market, thereby restricting competition.

The court on 19 June 2015 dismissed Eli Lilly’s damages claims for the reduced drug prices. On appeal, Eli Lilly attempted to draw the appellate court’s attention to patent infringement issue, as well as alleged commission of a tort by Hanmi, and even asked the appellate court to seek the opinion of the Ministry of Health and Welfare. After the extensive appellate proceedings, the court dismissed the appeal on 13 October 2016. Shin & Kim acted as Hanmi Pharma’s counsel.

MERGERS & ACQUISITIONS

Avago’s acquisition of Broadcom

(US$37 billion)

ALLEN & GLEDHILL

LATHAM & WATKINS

SHARDUL AMARCHAND MANGALDAS

SHOOK LIN & BOK

SKADDEN ARPS SLATE MEAGHER & FLOM

In February 2016, Singapore-incorporated Avago Technologies, a manufacturer of semiconductors for the cellular, automotive and defence industries, acquired California-based wireless chip-maker Broadcom for US$37 billion in the largest technology acquisition to date. Both companies are NASDAQ-listed.

Avago paid US$17 billion in cash and US$20 billion in stock for the deal. Avago availed a secured syndicated credit agreement to finance the leveraged acquisition. The transaction spanned many jurisdictions including New York, Cayman Islands, Singapore, Luxembourg, Netherlands, Bermuda, India and Ireland. It involved, among other things, a scheme of arrangement by Avago to its shareholders under Singapore law. The combined company is the third-largest US semiconductor player by revenue, behind Intel and Qualcomm, according to reports.

After conducting an internal threshold analysis when the deal was in the works, Avago concluded that notification of the transaction with the Competition Commission of India (CCI) was not required, but when it received a notice from the CCI to determine whether the transaction was notifiable, it filed a notification and received the green light from the regulator.

Allen & Gledhill was the borrower’s Singapore counsel. Latham & Watkins acted as global counsel for Avago on international law. Shardul Amarchand Mangaldas advised Avago on Indian law. The firm led the competition law analysis in India and represented the acquirer in penalty proceedings before the CCI in relation to the delayed filing. Shook Lin & Bok represented the lead arrangers to Bank of America, in relation to the secured syndicated credit agreement to finance the leveraged acquisition. Skadden Arps Slate Meagher & Flom was Broadcom’s global counsel.

BCPG buys SunEdison’s solar business

(US$82 million)

NAGASHIMA OHNO & TSUNEMATSU

NISHIMURA & ASAHI

SHEARMAN & STERLING

Thai oil & energy major Bangchak Petroleum emerged as the winning bidder for Japanese solar company SunEdison’s solar business and assets in Japan through its subsidiary, BCPG Company. This was BCPG’s first purchase outside Thailand.

The Japanese assets totalled 198MW of power projects including 13MW of PV power plants in operation, 27MW under construction and 158MW under development. It also included the acquisition of SunEdison’s operation team and the investment platform (TK-GK investment structure) in Japan. Due to the mixture of different stages of the acquired projects, the payment terms were structured in favour of the purchaser, where the first payment payable at the closing represented only about 12.5% of the entire value of the transaction, and after the closing, additional payments (i.e., deferred payments and yield incentive payments) were payable and made based on the progress of each project.

This deal marked SunEdison’s exit from the Japanese renewable energy market, when only a year earlier it went on a shopping spree, picking up assets including wind companies, a battery solar start-up and a solar-panel installer. The frenetic expansion took a toll on SunEdison stock, which tumbled. Nishimura & Asahi represented BCPG as counsel on Japanese, US and Thai law. Shearman & Sterling was the New York counsel to the seller, while Nagashima Ohno & Tsunematsu acted as Japanese counsel to the seller SunEdison.

ChemChina acquires Syngenta

(US$43 billion)

BÄR & KARRER

CLEARY GOTTLIEB STEEN & HAMILTON

CLIFFORD CHANCE

CRAVATH SWAINE & MOORE

DAVIS POLK & WARDWELL

DARROIS VILLEY MAILLOT BROCHIER

FANGDA PARTNERS

GLEISS LUTZ

HOMBURGER

OSLER HOSKIN & HARCOURT

SIMPSON THACHER & BARTLETT

WHITE & CASE

This transaction is a rare example of a joint Swiss-US tender offer, and the largest outbound transaction by a Chinese company to date. According to Simpson Thacher, complexity was added to the deal with the need to reconcile US and Swiss tender offer rules because some shares in Syngenta, a Swiss agrochemical and seeds company, are American depositary shares (ADS) traded on the New York Stock Exchange (NYSE).

China National Chemical Corporation (ChemChina) acquired Syngenta by way of concurrent public tender offers in Switzerland and the US for all of Syngenta’s common shares listed on the SIX Swiss Exchange and ADS listed on the NYSE. The offer valued Syngenta’s total outstanding share capital at about US$43 billion.

Bär & Karrer, Davis Polk & Wardwell and Gleiss Lutz advised Syngenta. Cleary Gottlieb Steen & Hamilton and Cravath Swaine & Moore were legal counsel to the financial advisers to Syngenta. Darrois Villey Maillot Brochier, Fangda Partners, Homburger, Osler Hoskin & Harcourt, and Simpson Thacher & Bartlett advised ChemChina. Clifford Chance and White & Case acted for the financial advisers to ChemChina.

Chubu Electric, TEPCO merge assets

ALLEN & OVERY

ASHURST

BAKER MCKENZIE

MORRISON & FOERSTER

NISHIMURA & ASAHI

NORTON ROSE FULBRIGHT

SKADDEN ARPS SLATE MEAGHER & FLOM

TSUJIMAKI LAW OFFICES

WHITE & CASE

Japanese utilities provider Chubu Electric Power merged its overseas independent power project assets with Tokyo Electric Power Co (TEPCO). The new jointly established entity was christened JERA and will be a significant market player in the global energy markets.

The JERA joint venture (JV) is expected to optimally manage business fields from upstream investments and fuel procurement; it will handle overseas power generation, develop new domestic thermal power plants and scrap obsolete domestic thermal power plants, as agreed in the JV agreement. It is acquiring an overseas power generation portfolio of about 6,000MW, representing assets valued at about 280 billion yen (about US$2.5 billion). Chubu Electric is also restructuring its holdings of other power-related assets that will not be transferred to JERA.

This transaction affected one of the biggest overseas operations mergers, involving more than 30 projects globally including in the Asia-Pacific and Southeast Asia, in the history of the Japanese energy market. It is one of the most high-profile transactions in Japan and in an industry suffering greatly in domestic operations following the Fukushima plant accident and shutdown of Japan’s nuclear power plants. Allen & Overy acted as the counsel to TEPCO and various project lenders. Ashurst acted for certain project lenders. Baker Mckenzie was lead transaction counsel to the project sponsors. Morrison & Foerster advised Chubu Electric and TEPCO in aspects of a portion of the transfer. Nishimura & Asahi represented certain project lenders. Norton Rose Fulbright advised various project companies. Skadden Arps Slate Meagher & Flom was counsel to certain project lenders. Tsujimaki Law Offices acted as specialist Japanese counsel to Chubu Electric, while White & Case was counsel to JERA.

Didi Chuxing merges with Uber China

(US$35 billion)

FANGDA PARTNERS

SKADDEN ARPS SLATE MEAGHER & FLOM

DAVIS POLK & WARDWELL

HAN KUN LAW OFFICES

WALKERS

WEIL GOTSHAL & MANGES

In August 2016, the merger between ride-hailing giant Uber’s China branch and its Chinese counterpart Didi Chuxing attracted much attention and ended a multibillion-dollar battle for market share in China.

The merger created a company worth US$35 billion that covered a vast majority of the shares of the ride-hailing and ride-sharing market in China. Anti-monopoly was a key issue in the transaction. Although the merger fuelled discussion on antitrust issues, it was not subject to monopoly review by authorities because both had not made profits at that time, and so had not reached the review threshold.

According to Han Kun Law Offices, the firm primarily assisted in the design of the transaction structure, due diligence, drafting and revising transaction documents, negotiating and closure of the deal. The merger came days after the central government released new legislation legalizing the ride-hailing industry.

Fangda Partners and Skadden Arps Slate Meagher & Flom acted for Didi Chuxing. Davis Polk & Wardwell, Han Kun and Walkers were the legal advisers for Uber. Weil Gotshal & Manges also participated in the deal.

Foxconn’s takeover of Sharp (US$3.45 billion)

BAKER MCKENZIE

NISHIMURA & ASAHI

With Japanese display maker Sharp Corporation’s fortunes ebbing, it was only a matter of time before it was snapped up. In August 2016, Taiwan firm Foxconn, formally known as Hon Hai Precision, acquired Sharp, seeking control of its advanced panel technology to bolster its links with its key client, Apple.

This was the first acquisition of a major Japanese consumer electronics manufacturer by a foreign company, attracting huge interest in Japan and overseas. It remains to be seen how Foxconn plans to turn around Sharp, which has been burdened with losses after two bank bailouts. In fact, the most difficult aspect of the transaction was to develop a strategy to win against the competing bidder – an investment fund controlled by the Japanese government.

Baker McKenzie acted for Hon Hai Precision Industry (Foxconn) on the acquisition of Sharp. Nishimura & Asahi acted as Japanese counsel to Sharp Corporation.

JD.com and Walmart form partnership

HAN KUN LAW OFFICES

MORRISON & FOERSTER

ORRICK HERRINGTON SUTCLIFFE

This strategic alliance between JD.com, the largest online direct sales company by revenue in China, and the US retail giant Walmart, was aimed at providing superior products and services to customers in China.

The transaction involved Walmart’s acquisition of about 5% of total shares outstanding in JD.com, worth about US$1.5 billion, and the transfer to JD.com of assets used to operate Walmart’s Shanghai-based business-to-customer online marketplace, Yihaodian. Walmart’s China
stores would also be listed as a preferred retailer on JD.com’s Dada, China’s largest crowd-sourced online delivery platform. Sam’s Club China, a division of Walmart Stores, would also open a flagship store on JD.com and receive its delivery support.

Han Kun Law Offices and Orrick Herrington Sutcliffe acted as JD.com’s legal advisers. Morrison & Foerster acted for Walmart.

Marvellous Glory’s offer for China Minzhong Food (US$786.5 million)

HARNEY WESTWOOD & RIEGELS

RAJAH & TANN

In October 2016, Marvellous Glory Holdings, an investment vehicle owned by Indonesian billionaire Anthoni Salim, made an offer to acquire the rest of China Minzhong Food. The offer was part of Salim’s expansion plans, as he is the largest shareholder of China Minzhong. He is the largest shareholder of Indofood Sukses Makmur, listed on the Indonesia Stock Exchange, holding a stake of around 83%. The
offer was announced on 21 October 2016, was declared unconditional on 7 December 2016, and closed on 8 December 2016. The Offeror has become entitled and intends to exercise the right of compulsory acquisition pursuant to section 215(1) of the Companies Act.

The Offeror was a special purpose vehicle incorporated in the British Virgin Islands for the purposes of the offer and owned by (1) Prosperous Investment Holdings, a company wholly owned by Salim, and (2) China Minzhong Holdings, which is beneficially owned by certain members of the management of the target.

Exchangeable bonds were offered to all shareholders of the target under the offer. The increased complexities arising from the offer’s structure included multiple agreements between parties, many requiring regulatory clearance. A ruling was obtained from the Securities Industry Council that these arrangements did not constitute special deals with selected shareholders, which are prohibited under the Singapore Code on Take-overs and Mergers.

The offer was made with a view to buy out independent investors and delist China Minzhong from the Singapore Exchange. The move came in the wake of China Minzhong’s reported third decline in
annual profit for the year ending June 30. Rajah & Tann acted for
Marvellous Glory Holdings in the voluntary offer. Harney Westwood & Riegels was the legal adviser to the offeror as to the laws of the British Virgin Islands.

Phoenix Healthcare buys CR’s hospitals

(US$480 million)

REED SMITH RICHARDS BUTLER

SHEARMAN & STERLING

Phoenix Healthcare Group, one of China’s largest private hospital groups, acquired the hospital operations of China Resources Healthcare Group in exchange for US$480 million of Phoenix stock. This made CR Healthcare the single-largest shareholder of Phoenix Healthcare, accounting for at least 35.7% of the company’s share capital.

The transactions with assets injection together with change of control would generally trigger a reverse takeover, but significant effort and compromises were required for both parties to tailor the deal and ensure the reverse takeover rules would not apply.

CR Healthcare owns or manages 47 medical institutions and three elderly care institutions. Phoenix is larger, but operates mainly in Beijing, Tianjin and Hebei. The merged company, China Resources Phoenix Healthcare Group, plans to spread its wings across China. All its hospitals and medical centres are non-profit entities that are covered by social medical insurance.

This high-profile acquisition was the largest Hong Kong public M&A in the healthcare industry in 2016. Reed Smith Richards Butler acted as CR Healthcare’s counsel. Shearman & Sterling advised Hong Kong-listed Phoenix Healthcare on its US$480 million acquisition of certain hospital businesses of CR Healthcare. CR Healthcare will become a controlling shareholder of Phoenix Healthcare.

Purchase of 74% of TCL’s data centre

(US$640 million)

ALLEN & GLEDHILL

GOODWIN PROCTER

KHAITAN & CO

LATHAM & WATKINS

TALWAR THAKORE & ASSOCIATES

TRILEGAL

WONGPARTNERSHIP

When Tata Communications (TCL) decided to sell its data centre business two years ago, the queue of interested buyers included a marquee list of heavyweights. Singapore Technologies Telemedia (STT), a unit of Singapore state controlled Temasek Holdings, Amazon, Google, Blackstone, Bain Capital, Carlyle and Advent International were all keen for a slice of the action.

In October 2016, STT sealed a deal to purchase a 74% stake in TCL’s data centre businesses in India and Singapore. TCL will keep the remaining 26% stake in the venture. The purchase, which involves 14 data centres in many key Indian cities and three Singapore facilities, was made through STT’s ST Telemedia Global Data Centres (STGDC) subsidiary. The deal bolsters STGDC’s global data centre network, which includes strong bases in two of Asia’s largest growth markets – India and China.

Standard Chartered Bank signed definitive agreements with TCL in relation to refinancing certain existing shareholder loans and funding future capital expenditure. Allen & Gledhill acted as Singapore counsel to STT, with Latham & Watkins acting as the company’s international counsel. Trilegal was the Indian transaction counsel to STT. “There were high-speed negotiations involving a variety of M&A aspects while getting through the smallest details and balancing the interests of the two shareholders,” noted a Trilegal lead partner, Upasana Rao.

Goodwin Procter represented TCL as international counsel, Khaitan & Co provided Indian law advice and WongPartnership provided Singapore law advice. Talwar Thakore & Associates was the Indian counsel to Standard Chartered Bank, the arrangers in connection with the term loan facilities.

Sale of 98% stake in Essar Oil (US$13 billion)

AZB & PARTNERS

CYRIL AMARCHAND MANGALDAS

DECHERT

FRESHFIELDS BRUCKHAUS DERINGER

HERBERT SMITH FREEHILLS

J SAGAR ASSOCIATES

LINKLATERS

SLAUGHTER AND MAY

TALWAR THAKORE & ASSOCIATES

This deal, announced in October 2016, represented the largest foreign direct investment into India and wiped off half of the Essar group’s US$4.5 billion debt. The sale of a 98% stake in Essar Oil and related infrastructure included power units and a captive port, for US$13 billion, to Russian oil major Rosneft and a consortium of investors including commodity trader Trafigura, and Russian private investment group United Capital Partners (UCP).

Rosneft acquired a 49% stake in Essar Oil, while the other 49% was equally split between Trafigura and UCP at an enterprise valuation of ₹728 billion (US$10.77 billion). Buying the Vadinar port will cost an additional ₹133 billion. The transaction also includes Essar Oil’s 2,700 Essar-branded retail fuel outlets spread across India.

The deal was strategically announced in the presence of Russian President Vladimir Putin and Indian Prime Minister Narendra Modi, and involved complex commercial and legal issues such as a unique Securities and Exchange Board of India delisting order, obligations that were imposed on the sellers, regulatory sanctions applicable to Rosneft, and complex domestic and international financing arrangements entered into by Essar Oil and its subsidiaries, all of which had an impact on the transaction structure and commercial negotiations between the parties. On the competition side, the deal required a filing with the Competition Commission of India providing a detailed analysis of the oil and refining markets in the country.

Linklaters was the international counsel to Rosneft. Talwar Thakore
& Associates was the Indian counsel to Rosneft. Freshfields Bruckhaus Deringer advised Essar on international matters. Slaughter and May was international counsel for Trafigura, Herbert Smith Freehills represented UCP as international counsel, and Dechert advised VTB Capital as international counsel. Cyril Amarchand Mangaldas was the Indian counsel to Essar. J Sagar Associates was Trafigura’s Indian counsel. AZB & Partners advised VTB Capital on Indian matters

Sam Group acquires Wolf Petroleum stake

CHANCE BRIDGE PARTNERS

CORRS CHAMBERS WESTGARTH

STEINEPREIS PAGANIN

It is rare for a Chinese private-sector company to acquire an overseas listed company, and this deal presented a good example for the development of Chinese private companies. For China, the world’s second-largest oil consumer and importer, the completion of the deal will boost imports of crude oil. The deal will also further extend and improve Sam Group’s industry chain, increasing its overall competitiveness and risk resilience. The key assets of Wolf Petroleum, an Australia-listed company, are three oilfields
located in the oil and gas-rich area in Mongolia. A major challenge for this deal was the fact that special attention needed to be placed on
issues such as the rules for overseas-listed companies, and co-operation with overseas institutions was also required. Chance Bridge Partners and Corrs Chambers Westgarth advised Sam Group. Steinepreis Paganin was the legal adviser for Wolf Petroleum.

Samsung acquires Harman International

(US$8 billion)

PAUL HASTINGS

WACHTELL LIPTON ROSEN & KATZ

In November 2016, South Korea’s Samsung Electronics announced it was acquiring Harman International for US$8 billion. Harman is the market leader in connected car solutions with more than 30 million vehicles equipped with its connected car and audio systems, including embedded infotainment, telematics, connected safety, and security.

The transaction is Samsung’s largest acquisition to date, and is also the largest outbound M&A deal in South Korea to date. The
acquisition will help Samsung leverage Harman’s experience in designing and integrating sophisticated in-vehicle technologies. It will also leverage Harman’s long-term relationships with most of the world’s largest automakers, creating significant growth opportunities for the combined business.

This was a complicated and challenging deal due to the size of the transaction, and the short timeframe to perform full due diligence. Once the deal was wrapped up, Harman would operate as a standalone subsidiary of Samsung. Paul Hastings, which represented Samsung in its earlier purchases, also acted on the Harman deal. Watchtell Lipton Rosen & Katz advised Harman International.

Singha Asia acquires Masan Group

(US$1.1 billion)

BAKER MCKENZIE

MILBANK TWEED HADLEY & MCCLOY

YKVN VIETNAM

In late December 2015, Thai beer-maker Singha Asia and Vietnamese consumer goods conglomerate Masan Group struck a strategic relationship in the food, beverage and brewery business, with a focus on ASEAN nations. The two-tiered transaction comprised new capital, with Singha purchasing a 25% stake in Masan Consumer Holdings and 33.3% of its subsidiary, Masan Brewery.

“The partnership between Masan and Singha is considered to be unique, as it is rare for two leading ASEAN platforms to team up,” Nguyen Dang Quang, the chairman of Masan Group, said at the time. The union was a win-win. While Masan gained from a strong operational platform and was looking to raise capital to expand its business in Vietnam, the partnership also offered Singha an opportunity to bolster its presence in the Vietnamese food and beverage business. The partnership also immediately widened both the players’ addressable food, beverage and brewery market.

Baker McKenzie was the lead transaction counsel representing Thailand’s Boon Rawd Brewery, the owner of Singha Asia. The firm’s Vietnam, Thailand and Singapore offices worked over several months to represent the brewery. Milbank Tweed Hadley & McCloy advised the Masan Group. YKVN acted as Vietnamese law counsel to Masan Consumer Holdings and Masan Brewery.

PRIVATE EQUITY & VENTURE CAPITAL

Alpha JWC Ventures’ investment in start-ups

HANAFIAH PONGGAWA & PARTNERS (HPRP)

Alpha JWC Ventures is an institutional and independent venture capital firm that carries out seed, early stage and later stage venture funding for technology companies inside and outside Indonesia.

Alpha JWC investments in 2016 include Spacemob, Jualo, Carro and AsmaraKu. A big challenge for Hanafiah Ponggawa & Partners was assisting the clients to establish e-commerce and financial technology as there are no specific licences or regulations for some types of online businesses in Indonesia. Hanafiah Ponggawa & Partners was appointed lead counsel in assisting the investment process. The firm acted as sole legal adviser to several of Alpha JWC’s investments in start-up companies. The firm provided advice on business structure, review agreements and other legal requirements necessary for operations. The team was led by Partner Erwin Kurnia Winenda.

Amblin Partners’ formation, debt syndication

(US$727 million)

AKIN GUMP STRAUSS HAUER & FELD

BRESLAUER RUTMAN & ANDERSON

CRAVATH SWAINE & MOORE

DEBORAH FOX LEGAL

GANG TYRE RAMER & BROWN

HARBOTTLE & LEWIS

LATHAM & WATKINS

MORGAN LEWIS & BOCKIUS

RICHARDS LAYTON & FINGER

SIDLEY AUSTIN

WINSTON & STRAWN

In December 2015, Steven Spielberg’s DreamWorks Studio, along with Reliance Entertainment, Participant Media (founded by eBay executive Jeff Skoll), the venture’s biggest financial backer, and Entertainment One joined hands to set up Amblin Partners – a film, television and digital content creation company using the Amblin, DreamWorks Pictures and Participant Media brands.

The deal was backed by a US$500 million credit facility provided by Storyteller Financial Services, a subsidiary of Storyteller Holding, which is jointly held by the promoters of Amblin Partners. The remaining amount was pumped in by the promoters, while the debt syndication was arranged by JPMorgan Chase with Comerica Bank. Cravath Swaine & Moore represented Steven Spielberg and Amblin Partners in the formation of Amblin Partners. The firm also represented Storyteller Financial Services as the borrower for the credit facilities for the debt syndication of Amblin Partners.

Breslauer Rutman & Anderson acted for Amblin and Steven Spielberg in the joint venture and debt syndication deals. Gang Tyre Ramer & Brown represented Spielberg and Amblin Partners. Latham & Watkins advised Participant Media in both the formation and debt syndication of Amblin Partners. Winston & Strawn acted for Reliance Entertainment, Richards Layton & Finger represented Amblin Partners, Harbottle & Lewis acted for Amblin Partners, Deborah Fox Legal represented the promoters of Amblin Partners, Morgan Lewis & Bockius advised JPMorgan Chase, and Akin Gump Strauss Hauer & Feld acted for Commerica. Sidley
Austin was counsel to Entertainment One (eOne). In-house counsel included Amblin Partners general counsel Chris Floyd and Participant Media general counsel Gabriel Brakin.

Grofers International’s funding

(US$120 million)

GUNDERSON DETTMER

MORRISON & FOERSTER

RAJAH & TANN

SHARDUL AMARCHAND MANGALDAS

SHOOK LIN & BOK

THEMIS ASSOCIATES

E-commerce remains the flavour of the season and on-demand delivery services have always been a magnet for venture capital firms. Grofers International is an Indian food delivery start-up that links up with local offline merchants to deliver groceries, flowers and daily items. The company, which has a presence in 26 Indian cities, in its third round of funding raised US$120 million from SoftBank and others, including former investors Tiger Global, Sequoia Capital and Appoletto Asia Managers.

Rajah & Tann was the Singapore legal adviser to Grofers International, while Shardul Amarchand Mangaldas acted as the Indian legal adviser to Grofers. “This was one of the biggest investments in the food delivery-based start-up space with marquee investors,” said partner Puja Sondhi. “It was quite challenging to juxtapose the preferences of the incoming investors against the existing investors’ matrix of rights, and to align the rights and expectations of all investors as well as the company and its founders.”

Gunderson Dettmer acted for Internet Fund III, one of the private equity investors. Themis Associates advised Sequoia Capital India Investments IV. Morrison & Foerster acted for SoftBank Group International, while Shook Lin & Bok were the domestic advisers to SoftBank.

JOGMEC’s pioneering project in Uzbekistan

GRATA INTERNATIONAL

This is the first project in Uzbekistan with participation from foreign companies in sandstone type uranium exploration and development. Funding for the initial three years, from 2013, exceeded US$15 million, with the targeted volume of investments likely to go up to US$200 million within the next five years. Japan Oil, Gas and Metals National Corporation (JOGMEC) has a five-year licence for uranium exploration in Uzbekistan’s Navoi region.

GRATA International advised JOGMEC on negotiations with the government of Uzbekistan, and assisted with drafting and negotiations of the production sharing agreement, exploration agreement and a resolution of the President of Uzbekistan. The firm managed the process of obtaining exploration licences, permits and land allotments and assisted JOGMEC on meetings with government agencies, drafting and negotiating commercial contracts, and assistance on tax matters.

According to reports, the joint uranium exploration by Japan and Uzbekistan is seen as a move that could secure a stable supply of the metal for Japan’s potential restart of nuclear reactors.

REAL ESTATE

Affordable housing project funding

(US$200 million)

AZB & PARTNERS

DSK LEGAL

In November 2015, Standard Chartered Private Equity, the International Finance Corporation (IFC), and the Asian Development Bank (ADB) entered into a joint venture with Shapoorji Pallonji Group to fund the first tranche of their US$200 million
c
ommitment to the group’s affordable housing projects. This joint venture is the first between a real estate developer, a private equity fund and multilateral institutions to develop affordable housing in India.

The JV is the largest foreign direct investment in India’s affordable housing segment to date, and will develop about 26 million square feet of space in Mumbai, Pune, Delhi, Chennai, Kolkata, Bengaluru and Ahmedabad over the next eight years. AZB & Partners advised all three investors on all aspects of the deal including structuring, regulatory, compliance and legal issues. DSK Legal represented Shapoorji Pallonji.

“It was challenging because we had to ensure that the development goals of the multilateral agencies like IFC and ADB were aligned seamlessly with the investment goals of the Standard Chartered Private Equity fund, since we were representing them collectively,” said AZB partner Ananya Sharma, a team leader. “The transaction documents had to cater to various environmental, economic and integrity requirements of the private equity and multilateral investors while ensuring that they also accommodate the practical aspects of real estate development in India.”

IGIS Asset Management buys Austria’s Wien Mitte building

(US$571 million)

SHIN & KIM

The asset manager of Korean real estate funds – IGIS Asset Management Co – purchased the Wien Mitte building, a landmark tower in the Austrian capital, Vienna. A consortium of the Korean government, the Austrian government’s sovereign wealth fund and major financial institutions from South Korea, including securities companies, invested in this transaction.

This high-rise property was one of the most coveted pieces of real estate in the world. Six special purpose companies (SPCs) including two joint venture companies were established to finance the purchase of the target company, which holds the real property. SPCs were formed by considering, among other things, the investment objectives and investment ratios of the different investors and the restrictions under applicable laws and regulations.

The purchase of the Wien Mitte building is considered as useful reference material for the financing of future offshore real estate investments using SPCs in multiple jurisdictions. The transaction also paved the way for the South Korean government to make real estate investments offshore using vehicles in different jurisdictions with different legal systems, together with a sovereign wealth fund. Shin & Kim advised IGIS Asset Management as the asset manager of Korean real estate funds.

Qatar SWF buys Singapore tower

(US$2.5 billion)

ALLEN & GLEDHILL

DENTONS RODYK & DAVIDSON

LINKLATERS

SIDLEY AUSTIN (SINGAPORE)

With rents in Singapore’s Marina Bay business and financial district area under downward pressure, and as key clients increasingly relocate to new campuses, global demand for such properties is on the rise. In June 2016, US private equity giant BlackRock sold its Asia Square Tower 1 to Qatar Investment Authority (QIA), the sovereign wealth fund of that Middle Eastern country.

The sale of the 1.29 million square feet LEED Platinum-certified office property marks the largest single tower real estate transaction in the Asia-Pacific to date, and the largest such transaction in the world, according to BlackRock.

The 43-storey tower boasts tenants such as KKR and Citibank. Google, another key client, shifted out to larger premises. Allen & Gledhill advised the bidder. Dentons Rodyk & Davidson acted as the Singapore counsel for real estate matters. Linklaters was the bidder’s counsel, while Sidley Austin acted as Singapore counsel on real estate.

RESTRUCTURING & INSOLVENCY

China Fishery Group restructuring

BAKER MCKENZIE

CAREY OLSEN

CLIFFORD CHANCE

MAPLES AND CALDER

DLA PIPER

DREW & NAPIER

HARNEYS

LINKLATERS

MOURANT OZANNES

The multibillion-dollar China Fishery Group’s efforts to restructure its affairs, including significant debt, saw petition proceedings brought against it in Hong Kong and the Cayman Islands, with orders sought for its winding up.

A clutch of law firms took a lead role in the restructuring, including the disposal of the proceedings in Cayman, and engaged with the group’s creditors including Rabobank, China CITIC, DBS Bank and Standard Chartered Bank.

Baker McKenzie represented the creditors. Carey Olsen advised the creditors. Clifford Chance and Maples and Calder were counsel to the provisional liquidators.

DLA Piper was the creditors’ counsel. Drew & Napier acted as onshore counsel to the company. Harneys advised the creditors, and Linklaters acted for the creditors. Mourant Ozannes acted on behalf of China Fishery Group.

COSCO and China Shipping restructuring

(US$15 billion)

ANJIE LAW FIRM

FRESHFIELDS BRUCKHAUS DERINGER

GRANDALL LAW FIRM

JUN HE LAW OFFICES

PAUL HASTINGS

SLAUGHTER AND MAY

With the Chinese economy slowing down, the nation is overhauling some of its sluggish state-owned companies. It is restructuring two of its key shipping groups – China Shipping (Group) Company (China Shipping) and China Ocean Shipping (Group) Company (or COSCO) and their associated companies – in a landmark restructuring to create the world’s fourth-largest container shipping company.

The restructuring entails a series of asset acquisitions and disposals among these shipping entities and their respective subsidiaries. The highly complex deal involved assets shifting in five key businesses: container shipping; dry-bulk shipping; port operation; container leasing; and oil shipping, as well as more than 70 asset transactions. The outcome would see China COSCO Holdings Company Limited – now known as COSCO Shipping Holdings Co Ltd, a subsiduary of COSCO (or China COSCO) – account for approximately 8% of global container shipping capacity. China COSCO’s subsidiary, COSCO Pacific Ltd – now known as COSCO Shipping Ports Ltd (or COSCO Pacific) – would operate and manage 172 berths at 39 ports worldwide.

The restructuring, initially approved by the China Securities Regulatory Commission (CSRC) in December 2015, received shareholder approval on 1 February 2016. AnJie Law Firm acted on behalf of the financial advisers. Freshfields Bruckhaus Deringer was counsel to China Shipping. Grandall Law Firm and Jun He represented China Shipping and COSCO’s interest in China, respectively. Paul Hastings represented COSCO and China COSCO in the restructuring. Slaughter & May advised COSCO Pacific.

Judicial management of CNA Group

(US$120.8 million)

DELOITTE AND TOUCHE

DENTONS RODYK

SHOOK LIN & BOK

The CNA Group, which was facing a boardroom tussle between the co-founder and former CEO of its China business, saw its board file a court application to place the company under judicial management. The judicial management application had initially been contested by a major shareholder. However, the court overruled these objections. In addition, as the company was listed on the main board of the Singapore Stock Exchange, there were considerations in respect of the interplay between insolvency legislation and the listing rules.

Shook Lin & Bok advised on all aspects of the judicial management, including on the various computer and systems installation contracts that the company had with numerous project owners, and on employment contracts and claims that the company had. The firm also assisted the judicial managers (JMs) in negotiating and effecting sales of some of the company’s assets and businesses, with a significant cross-border element, as the company had subsidiaries in China, Thailand, Vietnam, India and the Middle East.

The firm applied to the Australian courts to recognize the JM Order so that the company’s assets in Australia were protected. This is important because creditors outside of Singapore may not have been caught by the stay granted by the Singapore courts. The firm also represented the company in arbitration proceedings in Dubai and in Doha. Tam Chee Chong and Andrew Grimmett, of Deloitte and Touche, were appointed judicial managers of CNA Group. Dentons Rodyk acted for the major shareholder of the company. Shook Lin & Bok was Singapore counsel to the JMs.

Kaisa Group Holdings restructuring

(US$2.5 billion)

Clifford Chance

Harneys

Kirkland & Ellis

Mourant Ozannes

Mayer Brown JSM

O’Melveny & Myers

Ropes & Gray

Tanner De Witt

Walkers

Kaisa Group Holdings was the first Chinese real estate developer to default on its US dollar-denominated bonds in relation to a restructuring of the company’s six tranches totaling US$2.5 billion. The offshore bonds were widely held across a variety of investors, both institutional and private.

The bondholder steering committee liaised with Kaisa’s onshore creditors, consisting of large PRC banks and lending institutions. The eventual restructuring proposal, which in itself was heavily negotiated, provided for an exchange of Kaisa’s existing offshore liabilities into new bond instruments and related options rights in the company, known as contingent value rights.

The restructuring of the offshore debt was implemented through parallel schemes of arrangements in Hong Kong and the Cayman Islands. It highlighted how offshore creditors can work with the onshore debtors and other onshore lenders to negotiate a complex and multi-faceted PRC company restructuring. The schemes were
approved by creditors in May 2016, sanctioned by the courts in June, and obtained Chapter 15 recognition in the US in July. The restructuring was officially completed on 21 July, 2016.

Kirkland & Ellis covered the entire spectrum of the restructuring including commercial negotiations, advising on the deal structure and the schemes of arrangement, and documenting the new bond instruments.

Saha Farms and Golden Line restructuring

(US$1 billion)

WEERAWONG CHINNAVAT PEANGPANOR (WCP)

The rehabilitation of Saha Farms and its affiliated Golden Line Business is one of Thailand’s largest ongoing debt restructurings in terms of debt value and the number of creditors involved. Saha Farms, a significant player in Thailand’s agro-market, has been part of an ongoing debt restructuring process in a filing of the petition with the Bankruptcy Court in 2014.

Outstanding debt from creditors including Krung Thai Bank, in addition to new credit lines, was estimated at more than US$1 billion. For compensation owed to employees, the total number of creditors exceeded 10,000, including the largest constituency of this type in Thailand to date. The wide range and volume of creditors included major banks, labourers, traders, distributors, related companies and subsidiaries.

The rehabilitation plan involved hundreds of proceedings. Creditors were required to submit debt repayment claims, which were reviewed and often challenged by other creditors, debtors and the planner. In this case, the full principle was being paid so claims were carefully reviewed. To date, approximately 20 claims have been appealed to the Central Bankruptcy Court and many more are pending. Weerawong Chinnavat Peangpanor advised E&Y Corporate Advisory Services as the planner and plan administrator, as well as Saha Farms and its affiliate Golden Line Business.