A host of billion-dollar plus deals and some chunky litigation have characterised the last six months offshore.
Alliance Group acquisition of Alliance Oil Company
The Alliance Group, which was previously a major shareholder in the Stockholm-listed Alliance Oil Company (AOC), acquired all of AOC’s shares by means of amalgamation under Bermuda law in a deal valued at $1bn (£600m). This was the first amalgamation used in Russia or Sweden and involved a complex financing structure requiring both a secured loan and an offer for bonds.
For Alliance Oil Company: Conyers Dill & Pearman director Martin Lane
BW LPG IPO
21 November 2013
BW LPG, the world’s largest owner-operator of Very Large Gas Carriers, listed on the Oslo Stock Exchange. The company has vessels registered with the Bermuda Ship Registry. It also involved a primary listing of legal interests in a Bermuda exempted company on the Oslo Bors.
The offering raised $575m and was the largest IPO in Oslo last year.
For BW LPG: Conyers Dill & Pearman partners David Astwood, Marcello Ausenda, Guy Cooper and Victor Richards; Thommessen partner Hans Cappelen Arnesen; Cleary Gottlieb Steen & Hamilton team, led by partner Sebastian Sperber
For the bookrunners: BA-HR partner Rolf Johan Ringdal and Arne Tjaum; Latham & Watkins partner Sharon Lau and Antti Ihamuotila
BRITISH VIRGIN ISLANDS
5 March 2014
Russian hypermarket chain Lenta listed on the London and Moscow stock exchanges in March, raising around $1bn through its listing of global depositary receipts. Final proceeds were expected to rise once allotment options have been taken up.
The market capitalisation of $4.3bn means it is now the world’s largest listed BVI company. Lenta operates 77 hypermarkets in 45 Russian cities and is the country’s second-largest hypermarket chain, with turnover of RUB144.3bn ($4.5bn) in 2013.
For Lenta: Ogier partner Ray Wearmouth and managing associate Michael Killourhy; Cleary Gottlieb Steen & Hamilton Moscow-based partners Scott Senecal and Yulia Solomakhina, London-based partner Raj Panasar, Moscow senior attorney Christopher Smith and Moscow senior associate Ekaterina Abrossimova
For the underwriters, Credit Suisse Securities (Europe), JP Morgan Securities, VTB Capital, Deutsche Bank, UBS, TPG Capital: Conyers Dill & Pearman partners Anton Goldstein and Patrick Ormond; Skadden Arps Slate Meagher & Flom partners Pranav Trivedi and Dmitri Kovalenko
Del Monte acquisition
24 March 2014
Singapore-listed Del Monte Pacific acquired the consumer canned foods business of Del Monte Foods Consumer Products, which was previously bought in 2011 by a private equity consortium. The deal was valued at $1.7bn.
For Del Monte Pacific: Kramer Levin partner David Fisher
For Del Monte Foods: Simpson Thacher & Bartlett
For Citigroup, Morgan Stanley and KKR: Ogier partner Ray Wearmouth and senior associate Christopher Newton; Latham & Watkins partners Eugene Mazzaro, Christopher Dorian and Erika Weinberg
Sale of interests in Sibuglemet group
Vladimir Melnichenko and Valentin Petrovich Bukhtoyarov, the majority shareholders in natural resources group Sibuglemet, on their $2bn sale of their interests in the company.
Tsinghua acquisition of Spreadtrum
Tsinghua Holdings subsidiary Tsinghua Unigroup acquired Shanghai-based fabless semiconductor developer and design business Spreadtrum Communications for $1.7bn, through the acquisition of all outstanding Spreadtrum shares for $31 per share.
The deal was the largest announced semiconductor acquisition globally in more than a year.
For Spreadtrum: Maples and Calder partner Greg Knowles and of counsel Richard Spooner; Fenwick & West partners Eva Wang and David Michaels and associates Eric Yao, Ken Myers and Jen Jinxin Huang
For Tsinghua: Morrison & Foerster team led by partners Christopher Forrester, Chuck Comey, Michael O’Bryan and Sherry Yin
Acquisition of Santander’s asset management businesses
Warburg Pincus and General Atlantic bought a 50 per cent stake of Santander’s asset management businesses. The transaction was financed by Deutsche Bank, Barclays, Goldman Sachs, JP Morgan and Morgan Stanley, with the secured financing including $1.2bn equivalent seven-year multi-currency term loans and a $200m multi-currency revolving facility.
For the sponsors, Warburg Pincus and General Atlantic: Walkers partners Caroline Williams and Rolf Lindsay, and associates Andrew Barker and Nicholas Pattman; Cleary Gottlieb Steen & Hamilton partners Simon Jay, Christopher Austin, Gabriele Antonazzo, Richard Sultman and Carlo de Vito Piscicelli
For Deutsche Bank, Barclays, Goldman Sachs, JP Morgan and Morgan Stanley: Harneys partners Louise Groom and Sean Scott; Milbank Tweed Hadley & McCloy partners Marcus Dougherty, Suhrud Mehta and Neil Caddy
China Hydroelectric Corporation merger with CPT
CPT Wyndham Holdings, an affiliate of NewQuest Capital Partners, will acquire China Hydroelectric Corporation for $1.17 per ordinary share or $3.51 per American depositary share, each representing three shares. The merger is expected to close in the first half of 2014, subject to the satisfaction of certain completion deliverables.
For China Hydro: Appleby partner Simon Raftopoulos and counsel Benjamin Woolf; Davis Polk & Wardwell partners Kirtee Kapoor and Mark Lehmkuhler, and counsel Sam Kelso
CEPSA acquisition of Coastal Energy Company
Compañía Españolade Petróleos (CEPSA) and Strategic Resources (Global) acquired AIM and Toronto-listed, Cayman-incorporated company Coastal Energy Company for CAN$2.3bn ($2.1bn). The purchaser was a newly incorporated Cayman subsidiary of CEPSA in which SRG is an investor, and the acquisition was effected through a statutory merger under Cayman Islands law following which Coastal was the surviving entity and became a wholly owned indirect subsidiary of CEPSA. All outstanding shares and options in Coastal were acquired for a cash consideration.
For CEPSA: Conyers Dill & Pearman partners Richard Fear, Robert Briant, Patrick Ormond and Sonia Xavier; Baker & McKenzie partner Helen Bradley; Blake Cassels & Graydon
For Coastal Energy Company: Walkers partner Ramesh Maharaj and associate Terry-Ann Arch; Cleary Gottlieb Steen & Hamilton partner Bill Groll and associate Aaron Meyers; Stikeman Elliott partners Neville McClure and John Anderson
6 February 2014
The Comcel Trust, a Cayman special purpose trust, issued $800m worth of senior notes in one of the largest private bond issuances in Central America and the largest in Guatemala. The transaction involved a back-to-back loan structure as well as the note issuance, and the trust’s participation in a loan financing transaction, which was guaranteed by Comcel, the largest telecommunications service provider in Central America.
For the Comcel Trust: Walkers partner Philip Paschalides, senior counsel Monique Bhullar and associates Nadine Watler and Shamar Ennis; Davis Polk & Wardwell partners John Meade and Maurice Blanco
For the note purchasers: Milbank Tweed Hadley & McCloy global securities head Marcelo Mottesi
Amedeo Airbus A380 order
Leasing company Amedeo ordered 20 Airbus A380 wide-body aircraft, worth $8.3bn. This is one of the most significant recent investments in Airbus A380 aeroplanes.
For Amedeo: Maples and Calder partners Alasdair Robertson and Jonathon Meloy and associates Barnabas Finnigan, Nollaig Murphy, Patrick Quinlan and Laurence Hanley; Clifford Chance partners Nick Swinburne and Joel Ziff
Apache sale of Argentinian assets
Oil and gas exploration company Apache sold its Argentinian operations and properties to YPF Sociedad Anonima for a cash payment of $800m plus the assumption of $52m of bank debt. The deal was announced in June 2013 and completed in February this year. The transaction is part of Apache’s strategy to focus on its North American assets. The sale included the sale of Apache’s Cayman subsidiaries.
For Apache: Travers Thorp Alberga partner Nicole Pineda; Bracewell & Giuliani partners Alastair Young, Alan Rafte, Michael Hefter, Elizabeth McGinley, and Michael De Voe Piazza; Peréz Alati Grondona Benites Arnsten & Martínez de Hoz; AMMC Law
For YPF: Milbank Tweed Hadley & McCloy; Estudio O’Farrell Abogados
Project DST involved the sale and purchase of interests in the Downing student accommodation portfolio from BW (as trustee of the Downing Student Trust (DST) to HSBC Alternative Investments Ltd (HAIL). Eight structures, each holding a property, will initially be transferred to HAIL.
DST is a master trust holding interests in several separate unit trusts, each of which tops a structure that ultimately holds each of the properties that make up the student accommodation portfolio.
The transaction was valued at £200m.
For Downing Student Trust: Collas Crill partners Paul Wilkes and Angela Calnan, senior associates Wayne Atkinson and James Tee, and associate Alex Wickens
For Downing Student Management and Barclays Wealth Trustees: Hill Dickinson partner Craig Scott
For HSBC: Appleby partner Jeremy Berchem; Addleshaw Goddard partners Philip Goodstone and Helen Corner and managing associate Jonathan Powling
ISLE OF MAN
Tullow Oil notes issue
Tullow Oil issued 6 per cent notes due 2020, guaranteed by certain of the company’s subsidiaries, worth a total of $650m.
For Tullow Oil: Cains partner Tristan Head
Tail Winds co-operation agreement with Etihad Airways
12 November 2013
Etihad Airways acquired a 24 per cent stake in Mumbai-listed Jet Airways for $600m from Tail Winds after Indian regulatory approval was given for the deal. Jet Airways and Etihad are now in a co-operation agreement.
For Tail Winds: Simcocks director David Spencer
For Etihad: DLA Piper legal director Ciaran Stone
Manx Telecom AIM listing
10 February 2014
Manx Telecom floated on the AIM section of the London Stock Exchange, raising £156m. The IPO, which was oversubscribed, provided a successful exit for Hg Capital and CPS Partners following their investment in 2010.
For Manx Telecom: Appleby partners Simon Cain and Faye Moffett, counsel Gill Crennell and associate Alexandra Watterson; Linklaters partners Alex Woodward, Iain Wagstaff and Adam Freeman
Battersea power station financing
Battersea Project Holding Company entered into a £790m financing agreement for the first phase of the scheme to redevelop Battersea power station and the surrounding area. The financing included a £532m five-year development facility to support Phase 1 of the development and the refurbishment of the power station itself over the next three and a half years, and a £258.2m land facility that refinances the initial loan used to fund the acquisition of the site onto a longer period of five years.
For Battersea Project Holding Company: Mourant Ozannes partners James Hill and Joel Hernandez, and senior associates John Rochester and Kerill O’Shaughnessy; Norton Rose Fulbright partners Dan Kennedy and Dan Wagerfield
For the lenders: Walkers partner Alex Carus and associates Johanna Hendry and Lauren Stott; Baker & McKenzie; Wong & Leow
Blackstone sale of Broadgate Estate
Private equity giant Blackstone sold a 50 per cent stake in London’s Broadgate Estate to GIC for £1.7bn. The deal sees GIC enter into a 50:50 joint venture with British Land for future management of the estate.
For Blackstone: Appleby partner Andrew Weaver and senior associate Simon Tait; Simpson Thacher & Bartlett partner Michael Wolfson and associate Sam Taylor
For GIC: Bedell Cristin partner Bruce Scott, senior associate Tom Davies and associate Amedeo Claris-Delmedico; Clifford Chance team led by partner Matthew Layton
For British Land: Carey Olsen partner Alex Ohlsson and senior associate Colin Masterton; King & Wood Mallesons SJ Berwin partners Darren Rogers, Delphine Currie, Michael Goldberg, Heather Corben, Elaine Gibson-Bolton and Jeremy Cross
Sale of Domestic & General to CVC
20 December 2013
Private equity firm Advent International sold Domestic & General to funds advised by CVC Capital Partners for a “substantial undisclosed amount”.
For Advent: Ogier partner Nathan Powell, managing associate Richard Daggett, senior associate Katherine Neal and associate Alexandra O’Grady; Freshfields Bruckhaus Deringer partner Adrian Maguire
For CVC: Mourant Ozannes partner James Hill and senior associates Vic Cabot and John Rochester; Clifford Chance partner Hilary Evenett
For Domestic & General: Clifford Chance partner Ashley Prebble
For Domestic & General management team: Macfarlanes corporate head Charles Meek and partner Damien Crossley
Kennedy Wilson Europe Real Estate IPO
28 February 2014
Kennedy Wilson Europe Real Estate, a closed-ended collective investment fund incorporated in Jersey, raised approximately £1bn through its IPO on the London Stock Exchange main market, making it the largest real estate fund to be listed on the exchange.
The fund will target investments in European real estate-linked assets, initially with a geographical focus on the UK, Ireland and Spain. The fund has acquired two seed portfolios comprising UK real estate worth £223m as its initial investments.
For Kennedy Wilson Europe Real Estate: Carey Olsen partner James Mulholland, senior associate Christopher Griffin and associates Stephanie Evans, Katrina Lindsay and Ashley Gribben; Ashurst partner Nicholas Holmes
For the joint global coordinators and bookrunners, Bank of America Merrill Lynch and Deutsche Bank: Herbert Smith Freehills partners Charles Howarth, Steve Thierbach and Nigel Farr
Allison Thomas and Ricardo Swan v Fort Knox Bermuda Ltd et al
26 February 2014
The Supreme Court of Bermuda
Mr Justice Hellman
Minority shareholders Allison Thomas and Ricardo Swan sued internet security company Fort Knox and its majority shareholders against claims of minority oppression. Mr Justice Hellman threw the claim out, saying there had been no oppression or prejudice. The issues involved allegations of fraud, improper dilution of shareholdings and whether the company was a quasi-partnership.
For the petitioners, Allison Thomas and Ricardo Swan: MDM director Mark Diel
For the respondents, Fort Knox Bermuda: Conyers Dill & Pearman director Ben Adamson
BRITISH VIRGIN ISLANDS
Ng, Man Sun v Peckson Ltd et al
November 14 2013
Eastern Caribbean Supreme Court
Mr Justice Bannister
The litigation, brought by two Macau businesspeople, concerned the ultimate beneficial ownership of a Macau hotel and casino. It is one of only a few commercial cases in the BVI that have gone all the way to trial in the commercial court since its opening in April 2009. Mr Justice Bannister rejected the claim but upheld a counterclaim by the second defendant.
For the claimant and defendant to the counterclaim, Ng Man Sun: Harneys partner Ian Mann, instructing Essex Court Chambers ’ Andrew Hochhauser QC
For the second defendant and counterclaimant, Chen Mei Huan: Conyers Dill & Pearman counsel Raymond Davern, associates Rosalind Nicholson, Norman Hau and Michaela Lam, instructing Thirteen Old Square Chambers’ John McDonnell QC
Investec Trust (Guernsey) Ltd v Glenalla Properties Limited and Rawlinson & Hunter Trustees
6 December 2013
Royal Court of Guernsey
Lieutenant Bailiff Sir John Chadwick
The former trustees of the Tchenguiz Discretionary Trust brought proceedings under Section 69 of the Trusts (Guernsey) Law, 2007 for declarations against four BVI companies which were creditors of the former trustees pursuant to loan arrangements. The declarations sought by the former trustees were to the effect that their liability to the BVI companies was only as trustee, and that the claims could only be enforced against the former trustees to the extent that they held assets of the trust available to satisfy these demands.
The BVI companies counterclaimed for payment of loans of £62m, £80m and £39m respectively.
Rawlinson & Hunter Trustees, the current trustees and third-party claimants sought declarations that the BVI companies had no claims to monies due and that, in any event, the former trustees were not entitled to any indemnity out of or any right of exoneration from or any lien over the assets of the trust in respect of any demands for payment made by the BVI companies.
For the plaintiffs, Investec Trust and Bayeux Trustees: Mourant Ozannes partner Jeremy Wessells
For the defendants and defendant to the third-party claim, Glenalla Properties, Thorson Investments, Eliza Ltd, Oscatello Investments: Carey Olsen Guernsey managing partner John Greenfield
For the defendant and third-party claimant: Babbé partner Ian Swan
ISLE OF MAN
Danske v the Irish Revenue Commissioners & Ors
27 November 2013
High Court of Justice of the Isle of Man
His Honour Deemster Corlett
Danske Bank made an application to the Isle of Man High Court for a declaration as to whether it could comply with an order of the Irish Supreme Court.
The Irish Supreme Court ordered the bank to disclose to the Irish Revenue details of accounts of Irish residents held at its branch in the Isle of Man, prior to its closure. However, the Irish Supreme Court also granted Danske Bank permission to seek a declaration from the Isle of Man High Court as to whether it could comply with the disclosure order without being in breach of Isle of Man law.
Danske Bank’s application was opposed by the Financial Supervision Commission and the Attorney General for the Isle of Man. In his judgment, Deemster Corlett declared that the bank was not precluded by any obligation of confidentiality from complying with the order of the Irish Supreme Court to disclose details of account holders who are resident in Ireland, and stated that the bank would not commit any breach of its duty of confidentiality arising under Isle of Man law to its customers by doing so.
For party one, Danske Bank: M&P Legal advocate Chris Brooks
For party two, the Irish Revenue Commissioners: Cains director Seth Caine
For party three, the Financial Supervision Commission: Keiron Murray of the Attorney General’s Chambers.
Capital Asset Services (London) Ltd v Gulldale Ltd
9 January 2014
High Court of Justice of the Isle of Man
His Honour The Deemster Doyle, First Deemster and Clerk of the Rolls
Capita, the special servicer of a loan secured over a number of large commercial properties in the City of London, successfully made the first-ever application to the Manx Court to obtain a Letter of Request to the English High Court to place a Manx company that has its Centre of Main Interest in the Isle of Man, into administration in England. Mann J of the High Court in England made the corresponding English administration order on
6 March 2014.