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Asia Practice
China
Agricultural Bank of China
. We advised the Agricultural Bank of China, a leading commercial bank in China in terms of total assets, loans and deposits, on its $22 billion Rule 144A/Regulation S global IPO and dual listing of H shares and A shares. This is the second-largest IPO in history and the largest-ever by an Asian issuer.
China Merchants Bank
. We advised China Merchants Bank on its $3.2 billion global rights offering. This is the first global rights offering by a Chinese bank and the first rights offering by a Chinese company made available to U.S. investors.
AIG/AIA/Prudential
. We advised the Federal Reserve Bank of New York in connection with AIG’s $35.5 billion unsuccessful sale of AIA, AIG’s Asian life insurance unit, to Prudential plc, a U.K.-based retail financial services company with operations in the U.K., Asia and U.S.
China Investment Corporation/Bumi Resources
. We advised China Investment Corporation (CIC), the Chinese sovereign wealth fund, in connection with its $1.9 billion investment in PT Bumi Resources Tbk, the largest coal mining company in Indonesia.
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Metallurgical Corporation of China
. We advised Metallurgical Corporation of China (MCC), a Chinese engineering and construction company, on its $5.3 billion Rule 144A/Regulation S IPO of H shares and A shares. This was the third-largest global IPO in 2009.
Sands China
. We advised the joint bookrunners on the $2.5 billion Rule 144A/ Regulation S IPO of common stock of Sands China, a subsidiary of Las Vegas Sands and a leading developer, owner and operator of integrated resorts and casinos in Macau. The offering was named IFLR’s “Asian Equity Deal of the Year” for 2009.
Charles River Laboratories/WuXi PharmaTech
. We advised Charles River Laboratories on its approximately $1.6 billion proposed acquisition of WuXi PharmaTech, a leading ONG research and development outsourcing company with operations in China and the United States.
Shanda Games
. We advised Shanda Games, a leading online game developer and operator in China, on its $1 billion SEC-registered IPO and listing on Nasdaq of ADSs. This was the largest U.S. IPO by a Chinese issuer in 2009.
Noble Group
. We advised the initial purchasers on a $750 million Rule 144A/Regulation S offering of senior notes by Noble Group, a global diversified natural resources and supply chain group.
Agile Property Holdings
. We advised the initial purchasers on a $650 million Rule 144A/Regulation S offering of high-yield notes by Agile Property Holdings, one of the leading residential property developers in China.
Hejian Technology/United Microelectronics Corp
. We advised Hejian Technology, a semiconductor foundry based in Suzhou, China, on a $285 million acquisition of 85% of the outstanding shares of the company by United Microelectronics Corp., the second-largest semiconductor foundry in the world.
COFCO Limited/Smithfield
. We advised COFCO Limited, China's largest national agricultural trading and processing company, in connection with its acquisition of 7,000,000 shares, or 4.95% of Smithfield's common stock. Smithfield is a leading processor and marketer of fresh pork and packaged meats in the United States, as well as the largest producer of hogs.
Shanda/Hurray!/Ku6
. We advised Shanda Interactive Entertainment Limited, a Shanghai-based interactive entertainment media company, on its approximately $46.2 million acquisition of a 51% controlling interest in Hurray! Holding Co., Ltd., a Beijing-based Internet software and services company. We subsequently advised Hurray! on its acquisition of Ku6 Holding, an operator of an online video portal in China.
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India
Reliance Industries/Reliance Petroleum
. We served as special U.S. counsel to Reliance Industries, a Mumbai, India-based oil and gas exploration and production company, in connection with its acquisition of the remaining 24.62% stake which it did not already own in Reliance Petroleum, an oil and has refiner based in India, for approximately $1.7 billion.
ICICI Bank
. We advised ICICI Bank on its $4.9 billion equity offering, which included an SEC-registered and Indian public offering. This is the largest-ever equity offering by an Indian issuer.
Morgan Stanley Infrastructure Partners/Asian Genco
. We advised a consortium of investors led by Morgan Stanley Infrastructure Partners in connection with an investment of approximately US$425 million in Asian Genco Pte., a Singaporean infrastructure development company with investments in Indian power generation assets and engineering services businesses.
Quadrangle Capital Partners/Tower Vision
. We advised Quadrangle Capital Partners on a $300 million combined equity and debt financing by a Quadrangle-led consortium of private equity investors in Tower Vision, an Indian telecom tower management company based in Delhi and the second-largest telecom independent tower management company in India. This investment marks Quadrangle’s first transaction in Asia.
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Petroleum Trust
. We advised the Petroleum Trust on a $763 million block trade of 33 million equity shares of Reliance Industries. The Petroleum Trust was formed by Reliance Industrial Investments & Holdings as part of the scheme of amalgamation of Reliance Petroleum with Reliance Industries.
Genpact
. We advised the lead managers on the $580 million SEC-registered secondary offering of common stock of Genpact, an Indian information technology services provider that manages business processes for companies around the world.
ICICI Bank
. We advised ICICI Bank, acting through its Hong Kong branch, on a $500 million Rule 144A/Regulation S offering of notes. ICICI Bank is India’s largest private sector bank.
Sodexo/RKHS
. We advised Sodexo, a French food and facilities management services provider, on its acquisition of the Radhakrishna Hospitality Services Group, a food and facilities management services provider based in India. The financial terms of the transaction were not disclosed.
Alliance Tire Group/GPX
. We advised the Alliance Tire Group on its acquisition of the U.S. operations of GPX International Tire Corporation, including its U.S. assets, customer relationships and warehouse footprint, worldwide rights to the Galaxy and Primex brands, its medium radial truck tire distribution business and its South African subsidiary. Alliance is owned by India's Mahansaria family and Warburg Pincus, a leading global private equity firm.
BearingPoint
. We advised McLean, Virginia-based BearingPoint, a global consulting firm, in connection with its $25 million sale of its North American Commercial Services business and associated Global Delivery Centers to PricewaterhouseCoopers. The transaction included a sale of BearingPoint's entire equity interest in BearingPoint Information Technologies (Shanghai) Limited, its wholly owned China global development center, and a sale by BearingPoint Business Consulting Pvt Ltd of substantially all of the assets of its India global development center.
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Japan
Nippon Mining/Nippon Oil
. We advised Nippon Mining Holdings, a Japanese oil and gas refiner and marketer, in connection with its $11.8 billion merger of equals with Nippon Oil, a Japanese oil and gas refiner and marketer. The transaction created one of the world’s largest private sector oil companies and Japan’s third-largest company based on revenues. This deal was named the “Asia M&A Deal of the Year” at the 2011
IFLR
Awards.
Sumitomo Mitsui Financial Group
. We advised Sumitomo Mitsui Financial Group on its ¥1 trillion ($11.1 billion) Rule 144A/Regulation S global offering of common stock.
Morgan Stanley/MUFG
. We are advising Morgan Stanley on the conversion by Mitsubishi UFJ Financial Group (MUFG), a Tokyo-based international financial services provider, of convertible preferred stock into common stock of Morgan Stanley. We previously advised Morgan Stanley in connection with a $7.8 billion investment by MUFG.
Hitachi
. We advised Hitachi, a leading global technological and industrial company based in Japan, on a ¥265 billion ($3 billion) Regulation S offering of common stock and a concurrent ¥100 billion ($1.1 billion) Regulation S offering of convertible bonds.
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Sumitomo Mitsui Financial Group
. We advised Sumitomo Mitsui Financial Group on its ¥885 billion ($9.2 billion) Rule 144A/Regulation S global offering of common stock.
Morgan Stanley/MUFG
. We advised Morgan Stanley on its joint venture with MUFG that integrated their securities operations in Japan.
Sumitomo Mitsui Financial Group
. We advised Sumitomo Mitsui Financial Group on its $3.8 billion cash tender offer for two series of perpetual subordinated bonds and two series of perpetual preferred securities issued by finance subsidiaries of SMFG.
Sumitomo Mitsui Banking Corporation
. We advised Sumitomo Mitsui Banking Corporation, one of the largest banks in the world by assets, on its $2 billion Rule 144A/Regulation S offering of senior bonds.
ORIX Corporation
. We advised ORIX Corporation, a Japanese provider of a broad range of commercial and consumer finance products and services, on its $750 million SEC-registered shelf takedown offering of notes and on its $891 million global offering of common stock. The offering was split into an SEC-registered international offering and a domestic offering in Japan. This deal represented the only SEC-registered capital markets transaction completed out of Japan during 2009.
Bertelsmann/Sony
. We advised Bertelsmann, a German international media conglomerate, on the sale of its 50% interest in Sony BMG, a global recorded music joint venture created by Sony Corporation and Bertelsmann in 2004, to Sony Corporation, a consumer electronics manufacturer.
NEC Corporation
. We advised the joint lead managers on a $1.3 billion Regulation S offering of common stock of NEC Corporation, one of the world’s leading providers of Internet, broadband network and enterprise business solutions.
Nikko Asset Management/Sumitomo Trust & Banking
. We advised Nikko Asset Management, a Japanese investment management company, on its ¥112.4 billion acquisition by Sumitomo Trust and Banking, a Japanese bank.
Shionogi/Sciele Pharma
. We advised Shionogi & Co., a pharmaceutical firm headquartered in Osaka, Japan, on its $1.1 billion acquisition of Sciele Pharma, an Atlanta, Georgia-based midsize pharmaceutical company.
Emerson/Nidec
. We advised Emerson, a global technology company, in connection with the sale of its Motors and Appliance Controls businesses to Nidec, a Kyoto, Japan-based manufacturer of small precision motors.
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Korea
Korea Life
. We advised the underwriters on the $1.6 billion Rule 144A/Regulation S IPO of common stock of Korea Life Insurance.
Webzen/NHN Games
. We advised Webzen on its $214 million merger with NHN Games Co. Both companies are Korean developers and service providers of massively multiplayer online games.
SK Telecom
. We advised the joint bookrunners on the $333 million Regulation S offering of convertible notes by SK Telecom, the leading wireless telecommunications services provider in Korea. This offering won FinanceAsia’s award for “Best Korean Deal” in 2009.
Shinhan Financial Group
. We advised the joint lead managers on the $938 million rights offering by Shinhan Financial Group, the largest Korean financial institution by market capitalization. This is the largest Korean rights offering in history.
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Export-Import Bank of Korea
. We advised the lead managers on a $1.25 billion and a $1 billion Schedule B offering of notes by The Export-Import Bank of Korea in 2010 and an aggregate of $3.5 billion of offerings in 2009.
Korea Development Bank
. We advised the lead managers on a $2 billion Schedule B offering of notes by Korea Development Bank.
Korea Hydro & Nuclear Power
. We advised the initial purchasers on a $1 billion Rule 144A/Regulation S offering of notes by Korea Hydro & Nuclear Power, a Korean company engaged in nuclear and hydroelectric power generation and a subsidiary of Korea Electric Power.
Korea National Housing
. We advised the lead managers on a $750 million Regulation S offering of notes by Korea National Housing, a statutory juridical entity responsible for implementing the Korean government's public housing policies.
Hyundai Capital Services
. We advised the initial purchasers on a $500 million Rule 144A/Regulation S offering of notes by Hyundai Capital Services, a South Korean consumer finance company.
Shinhan Bank
. We advised the initial purchasers on a $500 million Rule 144A/Regulation S offering of senior notes by Shinhan Bank, the third-largest commercial bank in Korea in terms of total assets.
Polo Ralph Lauren/Doosan
. We advised Polo Ralph Lauren, a designer, marketer and distributor of apparel, accessories and luxury goods, on its agreement to assume direct control of its wholesale and retail distribution in Korea, from its licensee, Doosan, beginning January 1, 2011.
Nautilus Hyosung/Dover
. We advised Nautilus Hyosung, a subsidiary of South Korea-based Hyosung Corporation and a global manufacturer of complete ATM solutions, including hardware, software and services to the entire ATM market, on its unsuccessful acquisition of Triton Systems of Delaware, a global provider of ATMs, from Dover Corporation, a global portfolio of manufacturing companies. The financial terms of the transaction were not disclosed.
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Southeast Asia
Temasek
. We advised the initial purchasers on a £700 million ($1.1 billion) medium-term notes offering by Temasek Financial (I), under its US$10 billion medium-term notes program in 2010, and on a $500 million and a $1.5 billion Rule 144A/Regulation S offering of guaranteed debentures by Temasek Financial (I) Limited under its $5 billion medium-term notes program in 2009. The Temasek Group, wholly owned by the Singaporean government through the Minister for Finance, has a portfolio of investments covering a wide range of countries and industry sectors.
China Investment Corporation/Bumi Resources
. We advised China Investment Corporation (CIC), the Chinese sovereign wealth fund, in connection with its $1.9 billion investment in PT Bumi Resources Tbk, the largest coal mining company in Indonesia.
Socialist Republic of Vietnam
. We advised the initial purchasers on a $1 billion Rule 144A/Regulation S offering of notes by the Government of the Socialist Republic of Vietnam. This was the largest completed benchmark debt offering from Vietnam in five years.
Charoen Pokphand Group/Carlyle Asia Partners
. We advised Charoen Pokphand Group, a Thai business conglomerate, on its sale of $175 million of convertible preference shares and options in its Hong Kong-listed subsidiary, C.P. Pokphand Co., to Carlyle Asia Partners III L.P., and its concurrent sale of up to $45 million of convertible preference shares in C.P. Pokphand to certain other investors.
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DBS Group Holdings
. We advised DBS Group Holdings on its $2.8 billion rights offering. DBS Group owns DBS Bank, which is based in Singapore and is the largest bank in Southeast Asia.
Berau Coal Energy
. We advised the global coordinators on the $152 million Rule 144A/Regulation S IPO of common stock of Berau Coal Energy, an Indonesian coal producer. We also advised the initial purchasers on a $350 million Rule 144A/Regulation S offering and $100 million reopening of high-yield senior secured notes by Berau Capital Resources Pte., a wholly owned subsidiary of Berau Coal Energy.
Morgan Stanley Infrastructure Partners/Asian Genco
. We advised a consortium of investors led by Morgan Stanley Infrastructure Partners in connection with an investment of approximately US$425 million in Asian Genco Pte., a Singaporean infrastructure development company with investments in Indian power generation assets and engineering services businesses.
Star Energy Geothermal
. We advised the initial purchasers on a $350 million Rule 144A/Regulation S offering of secured high-yield notes by Star Energy Geothermal (Wayang Windu), the owner and operator of one of the largest geothermal power plants in Indonesia.
Cikarang Listrindo
. We advised the initial purchasers on a $300 million Rule 144A/Regulation S offering of high-yield notes by Listrindo Capital, a wholly owned subsidiary of PT Cikarang Listrindo, an electricity generation and distribution business in Indonesia.
Metro Pacific Investments Corporation (MPIC)
. We advised MPIC, a leading diversified infrastructure holding and management company in the Philippines, in connection with its $261 million Rule 144A/Regulation S offering of common stock. This was the largest equity offering out of the Philippines since 2007.
Indika Energy
. We advised the initial purchasers on a $230 million Rule 144A/Regulation S offering of high-yield senior notes by Indo Integrated Energy II, a wholly owned subsidiary of PT Indika Energy, one of Indonesia’s leading integrated energy groups.
Heinz/Foodstar
. We advised Heinz, one of the world’s leading marketers and producers of healthy, convenient and affordable foods, in connection with its $165 million acquisition of Foodstar, a Singaporean manufacturer of soy sauces and fermented bean curd in China, from Transpac Industrial Holdings, a private equity holding company, and various Transpac Funds.
Eramet/Weda Bay
. We advised Eramet, a French-listed mining and metals company, in connection with its sale to Mitsubishi Corporation, a worldwide general trading company based in Tokyo, Japan, of a 34% stake in its Weda Bay nickel and cobalt mining project, an Indonesian mining project.
Polo Ralph Lauren/Dickson Concepts
. We advised Polo Ralph Lauren, a designer, marketer and distributor of apparel, accessories and luxury goods, on its agreement to assume direct control of its wholesale and retail distribution in Southeast Asia, including China, Hong Kong, Indonesia, Malaysia, the Philippines, Singapore, Taiwan and Thailand, from its licensee, Dickson Concepts International Limited.
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