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asian legal business ISSUE 8.5
deals in brief | HONG KONG | ► TOLL HOLDINGS-BALTRANS HOLDINGS ACQUISITION US$1.7bn Firm: Clifford Chance Lead lawyers: Roger Denny, Terence Foo Client: Acquirer on HK law Firm: Jennifer Cheung & Co Lead lawyer: Jennifer Cheung Client: Target on HK law
Roger Denny, Clifford Chance
Firm: Norton Rose Lead lawyer: Richard Crosby Client: Target’s financial advisor on HK law
• Deal sees one of Australia’s largest transport and logistics companies, Toll Holdings, successfully acquire Hong Kong-based BALtrans Holdings Limited • As part of the deal, BALtrans will become a wholly owned subsidiary of Toll Holdings by mid-April • Deal involved a voluntary conditional cash offer to acquire all shares in the shares capital of BALtrans and to cancel all outstanding options
| SINGAPORE |
• Milbank has represented ProtoStar since its inception and has assisted the company all aspects of the development of its satellite business including representing ProtoStar in its September 2006 financing for the ProtoStar I satellite in order to lease capacity to Direct-To-Home (DTH) providers in the rapidly growing Asian DTH market • Debt facility consisted of a US$200m term loan with Credit Suisse serving as Sole Bookrunner and Co-Lead Arranger, and Jefferies & Co. acting as Co-Lead Arranger • Placement brought together a syndicate of lenders from Asia, Europe and the US • The debt facility also involved the refinancing of outstanding bridge indebtedness, and a US$45m equity financing
► PROTOSTAR SATELLITE FUNDING
| SINGAPORE |
US$245m Firm: Milbank, Tweed, Hadley & McCloy Lead lawyers: Glenn S Gerstell, James H Ball, Dara A Panahy Client: ProtoStar on US/Singapore Law Firm: Cooley Godward Kronish Client: ProtoStar on equity issues Firm: Appleby Client: ProtoStar on Bermudan law Firm: Linklaters Client: Financier on Singapore law Firm: Cox Hallett Wilkinson Client: Financier on Bermudan law • US$245m satellite financing for ProtoStar Ltd to enable it to launch and operate the ProtoStar II satellite, thus positioning ProtoStar as a dualsatellite company in the Asian state-of-the-art television market
► RW SENTOSA SYNDICATION US$3.07bn One of the largest financing deals in Singapore history and the largest of 2008 to date Firm: Drew & Napier Lead lawyers: Valerie Kwok, Thang Poh Suan, Sandy Foo, David Chin Client: RW Sentosa and parent company Genting on Singapore law Firm: Lovells Client: Financiers on international law Firm: Lee & Lee Client: Financiers on Singapore law
Valerie Kwok, Drew & Napier
• Deal involves loan syndication of up to S$4.19bn including Syndicated Senior Secured Credit Facilities, comprising S$4bn worth of term and revolving loan facilities and a S$192.5m banker’s guarantee facility • Loan will facilitate the construction and development by Sentosa of a world-class integrated resort on Singapore’s Sentosa Island • A total of 10 banks participated in the syndication which is underwritten and bookrun by five local and international banking namely DBS Bank Ltd, HSBC, OCBC, RBS and Sumitomo Mitsui Banking Corporation
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| CHINA | ► LDK SENIOR NOTES OFFERING US$400m Firm: Cleary Gottlieb Lead lawyers: Clay Johnson, Robert Williams Client: Issuer and underwriters on US law Firm: Grandall Legal Client: Issuer on PRC law • Deal sees offering of Clay Johnson, US$400m aggregate principal Cleary Gottlieb amount of Convertible Senior Notes due 2013 by LDK Solar Co Ltd • Derivatives transactions were entered into to facilitate the offering of the notes, including US$200m of pre-paid forward share repurchase contracts with LDK Solar and a Rule 144/Rule 10b5-1 share sales plan and related prepaid forward contracts with an affiliate of LDK Solar • LDK is a leading manufacturer of multicrystalline solar wafers, which are the principal raw material used to produce solar cells. LDK sells multicrystalline wafers globally to manufacturers of photovoltaic products, including solar cells and solar modules. LDK is based in Xinyu City, Jiangxi Province, China • Cleary Gottlieb was also underwriters’ counsel in LDK’s initial public offering and NYSE listing in June 2007
| CHINA | ► CHINA EASTSEA AIM ADMISSION The first AIM admission by a Chinese company of 2008 Firm: DLA Piper Lead lawyers: John Campion, Nikk Bond, Huilin Proctor Client: Issuer on UK law Firm: Shanghai Joinway Client: Issuer on PRC law Firm: Carey Olsen Client: Issuer on Jersey law