Afridi & Angell Advises on Two Key Convertible Sukuk Issuances
Afridi & Angell recently advised Sharjah Islamic Bank (SIB) and Sharjah Cement and Industrial Development Co. PJSC (SCID) in connection with convertible Sukuk, both of which were issued to the Sharjah Social Security Fund (the Fund).
Afridi & Angell advised SIB in connection with the issuance of AED 266,805,000 Convertible Sukuk-Al Wakala certificates to the Fund and the subsequent conversion of the Sukuk certificates into the ordinary share capital of SIB. The Fund was established by Emiri Decree No. 66 of 2017, issued by HH Sheikh Sultan bin Mohammed Al Qasimi, Ruler of Sharjah, in order to fund various social security projects for UAE nationals in the Emirate of Sharjah.
The Sukuk issuance provided for the issuance of 266,805 Sukuk certificates by SIB to the Fund. The issuance proceeds would be invested by SIB, pursuant to a Wakala agreement, towards Sharia compliant investments. Profits generated from the investments would be paid to the Fund. The aim of the issuance was to secure a source of long-term funding for the Fund. SIB has been an active member in the UAE Sukuk landscape and has issued a number of Sukuk, including the USD 5 billion Sukuk issuance programme by SIB Sukuk Company III Limited, an SPV incorporated in the Cayman Islands by SIB.
In addition, Afridi & Angell advised SCID in connection with the issuance of AED 55,295,795 Convertible Sukuk-Al Murabaha certificates to the same Fund and the subsequent conversion of the Sukuk certificates into the ordinary share capital of SCID. SCID is involved in promoting industrial manufacturing in the Emirate of Sharjah and has interests in cement, paper and plastics manufacturing.
The Sukuk issuance provided for the issuance of 55,295,795 Sukuk certificates by SCID to the Fund. The issuance proceeds would be applied by SCID towards various Murabaha transactions. Profits generated from the Murabaha transactions would be paid to the Fund. The aim of the issuance was to secure a source of long-term funding for the Fund.
For both Sukuk issuances Afridi & Angell advised on all aspects of the Sukuk structuring and prepared the Sukuk documentation. Afridi & Angell also advised on the administration of the Sukuk programme, the subsequent conversion of Sukuk certificates into the equity capital and all regulatory actions required by the UAE Central Bank, Securities and Commodities Authority and ADX. On both issuances, the Afridi & Angell team comprised of Bashir Ahmed (managing partner) and Rahat Dar (senior associate).
Lee & Ko advises Carlyle Group in largest Korea M&A transaction for 2018
Lee & Ko served as the Korean legal counsel for Carlyle Group ("Carlyle") and advised on its sale of three security service companies including ADT Caps, the second largest security services provider in Korea, to the consortium comprised of SK Telecom and Macquarie Infrastructure and Real Assets for KRW 2,970 billion (USD 2.76 billion). The share purchase agreement was successfully singed on May 8, 2018.
As the largest M&A transaction in Korea in 2018, the transaction also involved a set of complex pre-signing restructurings including merger and merger after divestiture amongst the sold companies. Lee & Ko contributed to the successful signing of the share purchase agreement by finding the optimum deal structure at the initial stage of the transaction and providing timely and adequate legal advice in connection to various legal issues that arose in the course of the transaction.
Lee & Ko also advised Carlyle when it acquired ADT Caps and its subsidiaries in 2014.
MinterEllison advises Bain Capital and Only About Children on acquisition of Little Learning School
MinterEllison advised global private equity leader Bain Capital and childcare operator Only About Children which, prior to the deal, operated 44 campuses across Melbourne and Sydney.
US-based Bain Capital, one of the world's leading private multi-asset alternative investment firms with over $95 billion in assets under management, has a team of more than 200 professionals investing across asset classes including private equity, public equity and venture capital.
The 20 childcare centres, which are located across New South Wales, present new opportunities for Only About Children to bring its trademark quality and holistic approach to childcare to more children in the region.
"It has been a privilege to work with one of the world's foremost private multi-asset alternative investment firms in Bain Capital, and we look forward to helping achieve their strategic objectives moving forward," said MinterEllison's lead Partner, Wissam Abwi.
"MinterEllison have advised on a number of matters in the childcare sector. We understand the challenges and opportunities faced by operators, and the current and future needs for childcare in Australia."
The MinterEllison team was led by Wissam Abwi (Partner). He was supported by Stewart Robertson (Partner), Jim Fox (Partner) and Janet Yeung, Alison Morris, Jeremy Chew, Ashika Binodan, Benji Jacobs, Sam Quinn and Miranda Noble (Lawyers).
DFDL advised Alibaba on Daraz Acquisition in Bangladesh and Myanmar
Alibaba has acquired Daraz Group, a leading e-commerce enterprise operating in Pakistan, Bangladesh, Sri Lanka, Myanmar, and Nepal. On Tuesday May 8th, Daraz Group announced that it was taken over by Alibaba. As a result of this acquisition, it has now become a fully-fledged member of the Alibaba Group.
Through this transaction, Daraz will now be able to draw upon Alibaba's global reach, leadership, and wealth of technological experience in sectors such as online retail activities, mobile payments, and logistics. This will ensure its continued robust growth in these five major South Asian nations, comprising a combined population of over 460 million, 60% of whom are under 35 years of age. Daraz was founded in 2012, and has since grown into the most popular online shopping marketplace in the countries where it operates. Daraz will continue to use its name and branding following the transaction.
In Bangladesh, DFDL assisted Alibaba's subsidiary by performing due diligence on the Bangladeshi operations of Daraz. This included assistance on structuring the investment, legal and regulatory compliance, licensing, corporate restructuring, and completion formalities. With Daraz as one of the foremost e-commerce platforms in Bangladesh, and this being Alibaba's first foray into the realm of e-commerce in the country, this transaction is highly significant in a number of ways.
In Myanmar, DFDL led the local due diligence and company review of the software application and assets of Daraz. This included assistance on structuring the investment, legal and regulatory compliance, licensing issues, corporate restructuring, and transaction closing formalities. This acquisition of Daraz's assets in Myanmar, where it operates under the name "Shop.com," marked Alibaba's entry into the country's online marketplace, and subsequent transformation into Myanmar's largest online retailer.
DFDL's assistance to Alibaba in Bangladesh was led by Shahwar Nizam, Partner, and assisted by Mahboob Aziz, Senior Associate. In Myanmar, the local team was led by William Greenlee, Partner, and assisted by Dave Seibert, Senior Legal Adviser.
Springboard advise on vendor assisted management buy-out of Tesla UK
Springboard Corporate Finance is delighted to announce that it has advised on the vendor assisted management buy-out of Tesla UK ("Tesla").
The management team, led by Trish Quinn, has acquired a significant majority stake in the business with funding support from Barclays.
John Hardcastle commented "Following a review undertaken by Springboard I felt that a vendor assisted deal was the best way of realising value whilst protecting the unique culture of Tesla. I am delighted to be handing over the reins to such an experienced team, headed by Trish, who I'm sure will deliver further growth and success in the future."
Trish Quinn added "This transaction presents a great opportunity for myself and the wider management team. We look forward to continuing to develop innovative products and to maintaining and growing our customer and supplier relationships."
The shareholders were advised on the sale by Springboard Corporate Finance who also supported the fundraising process, with the transaction being led by Partner Ben Bolt assisted by Jonathan Wright and David Lee. Ben Bolt commented "We are really pleased to have been able to support John on the sale of his business and to have assisted with the fund raising to facilitate this transaction. John had the vision to not only grow a business with a strong service ethos and product focus but also to recruit a great management team capable of continuing to develop the business. We wish them every success for the future."
COBALT advised DiDi Chuxing in relation with an investment round of Taxify
Taxify, a ride-hailing startup born in Estonia closed $175 million in new funding that takes it valuation to the $1 billion mark. Daimler, the German automotive giant which owns Mercedes-Benz among other things, led the round.
COBALT Estonia advised Taxify&s shareholder, the world's leading ride-hailing platform DiDi Chuxing in relation with an investment round of Taxify led by Daimler.
"We're on a mission to build the future of mobility, and it's great to have the support of investors like Daimler and Didi," said CEO and co-founder Markus Villig in a statement. "This is just the beginning as more and more people give up on car ownership and opt for on-demand transportation."
COBALT team was led by specialist counsel Ott Aava, partner Martin Simovart, senior associate Karl Kull and associate Liina Saaremets.
In August 2017 COBALT was the legal adviser for Didi Chuxing as well. Back then COBALT advised Didi Chuxing in all legal aspects of the investment into Taxify, including legal due diligence, drafting the transaction documents, represented the investor during negotiations and advised on other transaction-related matters.
NNDKP represents Azomureş in EUR 15M commercial dispute
NNDKP successfully represented the company Azomureş in a commercial dispute that involved damages in the amount of EUR 15 million, representing lost profits pursuant to a framework transportation agreement.
In this dispute that lasted seven years and involved complex procedural steps, including quashing and remanding for re-adjudication on appeal, a change of venue at the opponent's request, an annulment claim and several expert opinions, the court issued a final decision whereby it irrevocably dismissed the claim filed by GFR against Azomureş, represented by NNDKP. In March 2018, NNDKP was successful in obtaining the court's dismissal of the last procedural claim advanced by GFR as an extraordinary objection.
The NNDKP team involved in this dispute included Daniela Gramaticescu, Partner, and Cristina Bidiga, Managing Associate, NNDKP Cluj-Napoca.
"Throughout these seven years of hard work we succeeded in persuading the courts that our legal arguments were correct. We are very happy with the result, which of course represents a significant win for our client, Azomureş, but also confirms NNDKP once again as a leader in legal thinking. From a legal perspective, this decision is a novel approach in court practice, especially that of the High Court of Cassation and Justice, which will clearly become a benchmark for future decisions. NNDKP's contribution is also emphasized in the clarity of the legal arguments and the way in which the legal team managed the unexpected challenges posed by such a complex dispute" stated Daniela Gramaticescu, Partner.
"We are very happy with the outcome of this project. It was an extensive dispute that involved great effort from everyone on the team and we are delighted that our legal arguments were correctly adopted by the courts in this case" added Cristina Bidiga, Managing Associate.
Carey advises second largest cash-based M&A deal in Chile
Carey advised Tianqi Lithium Corporation (Tianqi) on the agreement to acquire a 24% stake of Sociedad Qu�mica y Minera de Chile (SQM) for approximately USD4.07 billion. Tianqi agreed to buy approximately 62.6 million Class A shares in SQM for USD65 each payable in cash. Closing is subject to regulatory and other customary authorizations in this type of transactions.
This transaction was particularly challenging considering the complexity of acquiring a non-controlling stake in SQM, a world leading fertilizer and lithium producer, with strict ownership and voting restrictions in the bylaws and a highly complex governance regime monitored by Chilean and US regulatory agencies. The transaction ranks as the second largest cash-based M&A deal in Chile ever.
Tianqi�s interest in promoting electric vehicles to combat air pollution and help China�s domestic car makers leapfrog the combustion engine, was one of the key drivers to acquire the 24% stake in SQM.
Tianqi and Nutrien must obtain regulatory clearance in China (antitrust approval) and India (Merger Order relating to the combination of Potash and Agrium) before closing.
Carey advised Tianqi through a team led by partners Francisco Ugarte, Rafael Vergara, Claudio Lizana and Jorge Ugarte, counsel Francisco Corona and associates Luciano Aguilera, Alejandro Montt, Borja Coz, Felipe Astaburuaga, Josefina Joannon, Pamela Morales and Reiner Baack.
Beccar Varela advises on Tarjeta Naranja Class XL notes issuance
Beccar Varela advised Tarjeta Naranja S.A. on Class XL notes issuance, carried out under the company�s global program for short, medium and long-term notes for a maximum nominal value of up to US$650 million (or its equivalent in other currencies). Class XL notes were issued in two series on April 10, 2018: Series I notes at a nominal value of AR$597,500,000 while Series II at a nominal value of AR$1,402,500,000.
The maturity date of Series I notes, denominated in Argentine Pesos, will take place on October 10, 2019, accruing interest at a fixed rate of 25.98% annually. The maturity date of Series II notes, also denominated in Argentine Pesos, will take place on October 10, 2020, accruing interest at a floating rate (Badlar + cut off-margin of 3.69%).
Fix SCR Agente de Calificación de Riesgo S.A. has rated Class XL notes "AA-(arg)". These notes have been listed on The Buenos Aires Stock Exchange (Bolsa de Comercio de Buenos Aires) and have been admitted to trading on the Mercado Abierto Electrónico S.A. and on Bolsas y Mercados Argentinos S.A.
In this issuance, Banco de Galicia y Buenos Aires S.A. acted as organizer and placement agent, while Banco Macro S.A. acted as organizer agent and Macro Securities S.A. did it as placement and settlement agent.
Beccar Varela advised all the parties involved in this issuance (team led by partners Javier Luis Magnasco and Luciana Denegri, assisted by senior associate Jose María Krasñansky).
Pellerano & Herrera participates in financing of largest solar project in the Dominican Republic
Pellerano & Herrera acted as legal counsel to The Netherlands Development Finance Company (FMO) in the US$38 Million refinancing granted to Taiwanese energy company, General Energy Solutions, for the development of Monte Plata Solar, the largest solar energy plant in the Dominican Republic.
The legal team was led by partners Luis Rafael Pellerano and Joanna Bonnelly and the firm's work in the second phase of the project included due diligence, revision of the financing agreement and assistance in the negotiation of the security package. The implementation of the second phase, which will lead the project to reach 69 MW of installed power, will prevent 70,000 tons of CO2 from being emitted into the atmosphere annually and will be the largest solar photovoltaic power plant in the Caribbean. Pellerano & Herrera also participated in the first phase of Monte Plata Solar which was inaugurated in Monte Plata in the Dominican Republic in 2016.
This is one of few renewable energy projects that is up and running in the Dominican Republic, and that was welcomed and supported by the Dominican government.
Haynes and Boone Advises SunTx Capital Partners on Sale of Carolina Beverage
A Haynes and Boone, LLP team led by Tom Harris and Brandon McCoy represented SunTx Capital Partners, a Dallas-based private equity firm, in the sale of Carolina Beverage Group to Cold Spring Brewing Company, a portfolio company of Brynwood Partners. The transaction was announced May 16; financial terms were not disclosed.
Tom Harris leads Haynes and Boone�s Mergers and Acquisitions Practice Group and is the administrative partner of Haynes and Boone�s Dallas office. Harris has more than 28 years of experience in acquisitions, divestitures, securities transactions and other corporate matters. Brandon McCoy is a senior associate in Haynes and Boone�s Mergers and Acquisitions Practice Group and has led teams in significant mergers and acquisitions and private equity-related transactions.
The Haynes and Boone team for this transaction also included Sam Lichtman, Paul Amiel, Monika Sanford, Chris Kang, Don Shiman, Annie Chen, Scott Thompson, and Brett Moore.
Founded in 1997, Carolina Beverage Group transformed over the years from a brewer of high-end craft beers to a manufacturer of national and international beverage brands, including energy drinks, tea, sparkling water, distilled beverages, wine, malt beverages and other functional and ready-to-drink beverage brands.
Kingfisher provides midstream energy services, including crude oil and gas gathering, processing and marketing to producers in Oklahoma�s STACK play. ARM Energy formed Kingfisher in September 2015 in partnership with HPS Investment Partners. Since Kingfisher�s formation, ARM Midstream, on behalf of Kingfisher, successfully contracted acreage dedications of approximately 300,000 gross acres in the STACK play in Oklahoma. Kingfisher has natural gas processing capacity of 350mmcf/d and more than 400 miles of natural gas and crude oil pipelines. Kingfisher�s strategic firm transportation also provides residue solutions and flow assurance to its producer customers.
Today�s announcement follows Silver Run II�s recent announcement that it completed its $3.8 billion business combination with Alta Mesa Holdings, LP ("Alta Mesa") and Kingfisher. The new company is being renamed Alta Mesa Resources, Inc. ("Alta Mesa Resources") and its common stock and warrants will trade on the NASDAQ stock exchange under the ticker symbol "AMR" and "AMRRW," respectively, effective February 12, 2018. Upon closing, the management teams of Riverstone and Alta Mesa collectively will own approximately 33% of Alta Mesa Resources� market capitalization and Kingfisher equity holders will own 14%.
Lee added, "ARM Energy�s in-depth fundamentals analysis provided us with the early insight to identify the STACK play as a successful region that would be profitable well before the area gained momentum with the greater midstream market. The Kingfisher system is galvanizing interest from numerous producers in the STACK play that understand and appreciate the value the system brings to their businesses."
JP Morgan served as the lead financial advisor and Barclays acted as co-financial advisor to Kingfisher. Bracewell LLP served as legal counsel to Kingfisher. Durham Jones & Pinegar served as legal counsel to ARM Energy.
Waller advises Southern Community Bank in merger with SmartFinancial Inc.
SmartFinancial, Inc., Knoxville, Tennessee ("SmartFinancial") (Nasdaq:SMBK), parent company of SmartBank, today announced the completion of its previously-announced merger with Tennessee Bancshares, Inc., Tullahoma, Tennessee ("Tennessee Bancshares"), as well as the merger of Southern Community Bank, the bank subsidiary of Tennessee Bancshares, with and into SmartBank. Based on financial data as of March 31, 2018, the combined company has total assets of approximately $2 billion. With this acquisition, SmartBank expands its footprint into three new attractive markets�Tullahoma and Murfreesboro, Tennessee and Huntsville, Alabama.
"It is an exciting opportunity to join these two organizations. SmartBank, much like Southern Community Bank, has a strong tradition of high-quality service and building close relationships with our clients and the communities we serve," said Billy Carroll, SmartBank President and Chief Executive Officer. "Southern Community Bank is a very efficient financial institution that will immediately make our collective team a key player in these markets."
Bill Yoder, the former President and Chief Executive Officer of Southern Community Bank, who will serve as Chief Banking and Deposit Officer of SmartBank, stated, "this partnership is a perfect fit for Southern Community Bank, and we are excited to join the SmartBank family. We are looking forward to the next couple of months as we begin to rebrand while our teams are working hard to prepare for the conversion in mid-August. SmartBank�s experience and commitment to excellent client service is reassurance for a smooth transition for Southern Community Bank clients."
"This partnership allows us to expand our footprint in both Middle Tennessee and Alabama and build on the solid foundation Southern Community Bank has already created in these markets," said Miller Welborn, SmartFinancial�s Chairman. "We are pleased to welcome Southern Community Bank team members and clients to the SmartBank family and look forward to a bright future together." The legacy Southern Community Bank branch offices will continue to operate under the Southern Community Bank name, as a division of SmartBank, until mid-August 2018, at which time it is expected these offices will adopt the SmartBank brand.
Banks Street Partners, LLC served as financial advisor to SmartFinancial and SmartBank, and SmartFinancial and SmartBank were represented by the law firm Butler Snow LLP. Olsen Palmer LLC served as financial advisor to Tennessee Bancshares and Southern Community Bank, and Tennessee Bancshares and Southern Community Bank were represented by the law firm Waller Lansden Dortch & Davis, LLP.
