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Firms: Commerce & Finance, Freshfields, Maples & Calder, Jun He, Slaughter & May, Latham & Watkins, Ogier Banks: Goldman Sachs Why: 3Com Corporation closed leveraged financing for its acquisition from an affiliate of Huawei Technologies of its remaining 49% stake in H3C Technologies. Formerly known as Huawei-3Com, H3C Technologies is 3Com’s PRC joint venture with Huawei Technologies.
ALIBABA.COM IPO Firms: Fangda Partners, Freshfields, Sullivan & Cromwell, Maples & Calder, Haiwen & Partners, Slaughter & May, Simpson Thacher & Bartlett Banks: Goldman Sachs, Morgan Stanley & Deutsche Bank Why: Alibaba.com Limited, the leading B2B e-commerce company in the PRC, completed its initial public offering, raising gross proceeds of approximately US$1.7bn. This is the second largest IPO ever by an Internet company worldwide. The IPO consisted of a Rule 144A offering in the US, a Regulation S offering outside the US and a public offering and listing in Hong Kong. Unlike most other initial public offerings by Internet companies in China, this was a truly novel transaction as it was the first IPO and Hong Kong listing by a B2B e-commerce company in China, and many of the legal, regulatory, disclosure and other issues that arose in the course of the transaction were questions of first impression.
GIANT IPO Firms: Grandall, O’Melveny & Myers, Conyers Dill & Pearman, Commerce & Finance, Lee & Li, Shearman & Sterling, Patterson Belknap Webb & Taylor LLP Banks: Merrill Lynch, Pierce Fenner & Smith, UBS Why: The offering consisted of approximately 65.8 million ADSs at US$15.50 per share. Approximately 52.5 million ADSs were offered by Giant. The selling shareholder offered about 13.3 million ADSs, including 8.6 million sold following the underwriters’ exercise, in full, of their over-allotment option. This deal spanned many jurisdictions such as PRC, HK, Taiwan, BVI & Cayman Islands and the US.
CHINA MOBILE (CMCC) ACQUISITION OF PAKTEL Firms: Linklaters, Shearman & Sterling, Hafeez Pirzada & Associates, Kabraji & Talibuddin Why: This was an extremely significant deal for CMCC, involving their first M&A investment in a non-Greater China country. The complex transaction involved seeking approvals from the PRC National Development and Reform Commission, the PRC Ministry of Commerce and the PRC State Administration of Foreign Exchange.
Project Finance Deal of the Year FINALISTS TIANJIN SHIBEI – VEOLIA WATER Firms: Beijing Concord Law Firm, Gide Loyrette Nouel Why: The project was not only subject to international tender but also involved the an equity purchase agreement as part of the joint venture contract. The location of this deal is particularly noteworthy as Tianjin is a rapidly growing and important city in Northern China which has recently been chosen by the central government to become PRC’s third economic powerhouse after Shenzhen in south China’s Guangdong Province and the Pudong New Area in Shanghai.
FUJIAN REFINING AND ETHYLENE PROJECT Firms: King & Wood, Latham & Watkins, Haiwen & Partners, Shearman & Sterling, White & Case Why: This is the largest world scale integrated petroleum refining and petrochemical project in China. The total investment cost of the project is approximately RMB38.4bn (approx. US$5bn) with construction targeted for completion in 2009. The financing is provided by twelve major Chinese banks comprising of RMB/USD term loan facilities, RMB/USD revolving loan facilities, and RMB/USD standby debt facilities.
KEPCO-SHAANXI ACQUISITION Firms: Millbank, Shearman & Sterling, Mayer Brown JSM Banks: Export-Import Bank of Korea, Woori Bank, HSBC Why: This deal represents the largest ever private portfolio acquisition of power projects in China. KEPCO acquired a 34% interest in a US$2bn portfolio of coal and power assets in Shaanxi province, involving power and mine projects under construction, in planning and in operation. As a result of this deal KEPCO acquired twelve power plants and nine coal assets on the mainland.
NANJING ETHYLENE COMPLEX REFINANCING Firms: Shearman & Sterling, Jun He Why: This deal is one of the largest RMB take-out refinancings in China to date. The financing for the project, which was provided by Chinese banks and consisted of dollar and RMB dominated tranches, enabled the refinancing of an integrated petrochemical project in Luhe, Nanjing and Jiangsu provinces.
SINOPEC FINANCING BLOCK OF 18 Firms: Jones Day Why: The transaction was the first overseas upstream project financing by any Chinese oil and gas company and PRC banks. It was also the first green field project financing in Angola and the largest green field upstream financing in Africa to date. The First largescale single-traunch, equal terms co-lending by international and PRC banks achieved
EVENTS
within a condensed turnaround time of four months after the launch of RFPs.
Debt Market Deal of the Year FINALISTS HOPSON DEVELOPMENT Firms: Haiwen & Partners, Linklaters, Conyers Dill & Pearman, Drake & Co., Freshfields Banks: Credit Suisse Why: The deal involved Hopson Development selling renminbi-denominated but US-dollar-settled convertible bonds (CBs) to finance existing and new projects as well as potential acquisitions of new land. This complex deal was uniquely structured this way for accounting reasons and is the first time that a company has issued CBs in renminbi to be settled in another currency.
CHINA DEVELOPMENT BANK CB ISSUE Firms: Sidley Austin, Haiwen & Partners, Clifford Chance Banks: Bank of China, HSBC Why: The China Development Bank international bond issue comprised RMB2.5bn institutional and RMB2.5bn retail bond issues. The deal represents the inaugural RMB bond issue by a mainland financial institution in Hong Kong.
SINOPEC CB ISSUE Firms: Herbert Smith, Haiwen & Partners, Skadden, Commerce & Finance, Freshfields Banks: Goldman Sachs, Lehman Brothers Why: The deal was the region’s largest convertible bond (CB) offering for six years, (excluding Japan) and the largest CB by a PRC issuer ever.
NEO-CHINA REG S/114A BOND OFFERING Firms: Mallesons Stephen Jaques, Latham & Watkins, Clifford Chance, Richards Butler Banks: BOCI Asia Limited, Deutsche Bank Securities Inc. Why: This was the first time that a bond with warrants structure had been applied in the Asian public bond market. The innovative offering involved a convergence of private and public market funding structures and its success paves the way for similar offerings in the future. The deal was upsized to US$400m from an initial US$350m despite volatile market conditions. Investors received 66,000 detachable five year warrants for every US$100,000 worth of bonds purchased. Each warrant entitles the holder to buy one NeoChina share at a 20 per cent premium to the company’s 15-day volume weighted average share price. The warrants were immediately detachable from the notes and both the notes and the warrants are being cleared through DTC.
Road King Infrastrucure FRNs Firms: Global Law Office, Commerce & Finance
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