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Deacons Advises on the Main Board IPO of Tam Jai International Co. Limited

Deacons advises the sole sponsor Guotai Junan Capital Limited and underwriters in relation to the Main Board IPO of Tam Jai International Co. Limited, seeking to raise up to approximately HK$1.4 billion (subject to the exercise of over-allotment option).

The company is a leading and renowned restaurant chain operator of the TamJai (譚仔雲南米線) and SamGor (譚仔三哥米線) branded fast casual restaurant chain in Hong Kong with operations also in Mainland China and Singapore, specialising in mixian (a type of rice noodle (米線), which is a well-established, gluten-free staple food with a long history in Asian food culture and typically made from non-glutinous rice without any additives). It is currently a subsidiary of Toridoll Holdings Corporation (listed on the Tokyo Stock Exchange).

The company launched its IPO on 23 September 2021. Guotai Junan Securities (Hong Kong) Limited and China International Capital Corporation Hong Kong Securities Limited are the Joint Global Coordinators.

Dealings in its shares on the Main Board of the Hong Kong Stock Exchange are expected to commence on 7 October 2021.

Our team is led by Ronny Chow and Maynard Leung, Partners of our Corporate Finance Practice Group.  

Kudun and Partners Represents BG Energy Solution Company Limited on Project Refinancing of My Son 1 and My Son 2 for VND 1.4 Trillion from Vietcombank

Kudun and Partners represented BG Energy Solution Company Limited, a subsidiary of BG Container Glass Public Company Limited (BGC) and Bangkok Glass Public Company Limited in a cross-border refinancing transaction in the form of a loan facility from Vietcombank for the sum of VND 760,625,000,000 for My Son 1 and 640,625,000.000 for My Son 2, totaling VND 1.4 trillion or approximately USD 61.6 million. The refinancing was extended for the early redemption of all outstanding bonds of which Tan Viet Securities Joint Stock Company (TVSI) acts as the bondholder representatives.

The refinancing was a follow-up to the client’s cross-border investment transaction of My Son 1 Solar Power Joint Stock Company and My Son 2 Solar Power Joint Stock Company, which was represented by Kudun and Partners and had a transaction value of about USD 48.1 million.

The project financing matter includes our team working and coordinating on three prongs; our client, the project company based in Vietnam and Vietcombank on the loan application, reviewing the loan facility agreements, demonstrating our capability in advising the acquirer of the shares and the structure and approach, of which assisted the borrower in this cross-border refinancing. Aside from the cross-border and coordinating aspects of the transaction, the transaction was exceedingly time-sensitive with an almost impossible deadline to meet as the client require the redemption to be completed as quickly as possible.

The refinancing transaction was led by Chai Lertvittayachaikul, a partner of the firm together with associates; Ploy Maneepaksin and Jeeranant Geevorakulnont.  

NNDKP Advises Purolite in Relation to its Acquisition by Ecolab

NNDKP has assisted Purolite Corporation and Purolite SRL in relation to the acquisition of the companies by Ecolab, as part of a broader, global acquisition process.

The transaction is valued at approximately US$ 3.7 billion, placing it amongst the largest transactions of its kind closed this year, both at global and national level.

NNDKP has provided assistance in all stages of the transaction and with other relevant aspects regarding the acquisition process, through the involvement of a multidisciplinary team of professionals, comprised of experts from the firm’s Corporate/M&A, Employment, Banking and Finance, Real Estate and Tax Advisory practices.

NNDKP’s team was led by Manuela M. Nestor, Co-Managing Partner of the firm, and included Răzvan Vlad, Partner (Corporate / M&A), Roxana Ionescu, Partner (Environment and Data Protection), Lavinia Ioniță Rasmussen, Partner (Real Estate), Vlad Anghel, Senior Associate (Corporate / M&A), Monia Hanțig, Managing Associate (Banking and Finance) and Cătălina Dan, Associate (Banking and Finance).  

The Naga Group AG Issues Capital Increase, Raising EUR 34 million

A team led by Dr. Thorsten Kuthe, Partner at Heuking Kühn Lüer Wojtek, advised The Naga Group AG, provider of the NAGA.com social network for trading, cryptocurrencies, and payments, on another capital increase. With total proceeds of EUR 34 million, this has been the company’s largest equity funding round to date.

Naga will use the proceeds to accelerate customer growth, expand into new regions, and recruit new employees. In a strategic move, the company has also decided to offer a white-label software product to select partner companies around the world. Naga is thus expanding into the Software-as-a-Service space, adding a new revenue stream.

The Naga Group AG is a fintech company that connects personal finance transactions and investments through its social trading platform. The company's proprietary platform offers a range of products ranging from trading, investing, and cryptocurrencies to a physical VISA card.

The Heuking team led by Kuthe regularly advises Naga. Most recently, it advised the fintech company on a capital increase with issue proceeds of EUR 22.7 million in September 2021.

Counsel to The Naga Group AG
Heuking Kühn Lüer Wojtek:
Dr. Thorsten Kuthe (Lead, Capital Markets),
Anna Richter, LL.M.,
Linda Karl (all Capital Markets), all Cologne

Shepherd and Wedderburn Advised Morton Club Together in its Acquisition of Majority Shareholding Stake in Greenock Morton Football Club Limited

Shepherd and Wedderburn has supported Morton Club Together in its acquisition of a majority shareholding stake in Greenock Morton Football Club Limited, meaning the football club is now entirely owned by its fans.

Morton Club Together is a community-owned, volunteer-run organisation that aims to ensure Greenock Morton football club is run in a sustainable way.

The acquisition fulfils a promise made by the Rae family, who own the former majority shareholder Golden Casket Limited, the Greenock-based maker of confectionery including Buchanan’s and Gibb.

Shepherd and Wedderburn’s team comprised Stephen Gibb and David Benson, of the corporate finance team, and Judith Stephenson and Oonagh MacDonald, who acted in relation to property aspects of the deal.

Stephen Gibb, corporate finance Partner, said: “This is a significant moment for Greenock Morton, and we are delighted to have supported Morton Club Together in achieving its goal of community ownership for the football club.”

Morgan & Morgan Legal Advised Avianca and its Subsidiaries to Emerge From Chapter 11 Proceedings in the United States of America.

Morgan & Morgan Legal acted as Panamanian counsel to Avianca Holdings, S.A. (“Avianca”) and its subsidiaries, in connection with its financial and corporate restructuring process, implemented to emerge from Chapter 11 proceedings in the United States of America, after having filed for bankruptcy protection in U.S. Courts back in May 2020. Avianca’s emergence from Chapter 11 involved the offering of Senior Note Indentures which resulted in over US$1,700,000,000.00 in new investments used to reduce debt and obtain liquidity, as well as a profound overhaul and reorganization of its corporate structure.

Partners Francisco Arias G., Aristides Anguizola and Raul Castro, Senior Associate Alexis Medina, Associate Allen Candanedo and International Associate Miguel Arias M. participated in this transaction.  

Beccar Varela Advises on Agrofina’s XXVI Financial Trust

Beccar Varela advised Agrofina S.A. on the structuring of Agrofina XXVI Trust, created under the Secuval II Program (the “Trust”), and on the debt securities issuance under the Trust, carried out for a total amount of AR$496,687,205 on November 1st, 2021.

The Trust issuance comprises two Classes of trust debt securities. Class A was issued for the amount of AR$438,693,330, at an annual nominal variable rate equivalent to the private BADLAR rate plus 100 basis points, with a minimum of 35% and a maximum of 45%, rated A1sf(arg) by FIX SCR S.A. Risk Rating Agent “Affiliate of Fitch Ratings” (“Fix”) on October 14th, 2021. Class B was issued for AR$57,993,875, at an annual nominal variable rate equivalent to the private BADLAR rate plus 200 basis points, with a minimum of 36% and a maximum of 46%, rated A2sf(arg) by Fix on the same date.

Banco de Valores S.A. acted as financial trustee, custodian agent, organizer, and placement agent in this issuance, while Agrofina S.A. acted as trustor, administrator, and collection agent. AR Partners S.A., Banco Mariva S.A., First Capital Markets S.A., SBS Trading S.A y StoneX Securities S.A. acted as placement agents and FIRST Corporate Finance Advisors S.A. acted as co-organizer and financial advisor.

The financial trust’s primary goal is to finance small and medium-sized companies, given that at least 70% (seventy percent) of the trust asset, considering its nominal value, is made up of rights or credits from operations carried out with SMEs CNV.

All parties involved turned to Beccar Varela: team led by partner Luciana Denegri, assisted by associates María Victoria Pavani, María Inés Cappelletti, and Julián Ojeda.

ALTA QIL+4 Abogados Acted as Local Counsel in the Sovereign Bond Issuance in Guatemala for US$ 1 Billion

ALTA QIL+4 Abogados, with the participation of partner José Quiñones and associate Santiago Granados, acted as local counsel representing the Republic of Guatemala as issuer on the US$1 billion.

The transaction closed on 14 October, 2021. It consisted of two stages, the first stage the Republic of Guatemala issued bonds for US$500 million with a coupon of 3.7%, due in 2033. That issuance was followed by a second worth US$500 million, with a coupon of 4.65% and due in 2041.

This successful transaction sends a positive message to foreign investment in the country.

Haynes Boone Represents Morgan Stanley in Connection with Clean Energy Bond Issuance of Nearly $1.5 Billion

A Haynes and Boone, LLP team led by attorneys Chad Mills and John Montgomery represented Morgan Stanley Energy Structuring, L.L.C. (“MSES”) as the energy supplier and Morgan Stanley in its role as the guarantor of MSES’s obligations in connection with California's first-ever municipal bond-financed clean energy prepayment transaction.

The Clean Energy Project Revenue Bonds (“the Bonds”) were issued by California Community Choice Financing Authority (CCCFA) for the benefit of East Bay Community Energy and Silicon Valley Clean Energy, two California community choice aggregators.

The bond issuance on Sept 23, 2021 generated nearly $1.5 billion in proceeds after having received an investment grade "A1" rating from Moody's and a "Green Climate Bond" designation from Kestrel Verifiers.

The Bonds were used to prepay a supply of clean electricity to be delivered to retail customers and businesses across the Bay Area and Central Valley. For decades, municipal utilities have used the prepayment structure as an industry standard practice to reduce costs for the purchase of natural gas. For the first time ever, this transaction applied this structure to the purchase of clean electricity.

“We have applied a new approach to how we finance our clean power projects, furthering the financial savings enjoyed by our customers,” Girish Balachandran, CEO of Silicon Valley Clean Energy, said in a press statement.

Mills is a partner in the Energy Practice Group in Haynes Boone’s Houston office. His practice focuses on structured energy transactions and related energy trading agreements, project and infrastructure development and finance, mergers and acquisitions, and other corporate transactions. Montgomery is an associate in the Energy Practice Group in Haynes Boone’s Houston office with a practice focused on structured energy transactions, energy trading agreements and other corporate transactions. Vikki Marsh, an associate in the Energy Practice Group, also assisted on the matter.

Hunton Andrews Kurth Advises on NextEra Energy Capital Holdings, Inc.’s $2.5 Billion Debentures Offering

Hunton Andrews Kurth LLP advised the underwriters on an SEC-registered offering by NextEra Energy Capital Holdings, Inc. (NEE Capital) of (i) $1 billion aggregate principal amount of 1.875% Debentures, Series due January 15, 2027, (ii) $1 billion aggregate principal amount of 2.440% Debentures, Series due January 15, 2032 and (iii) $500 million aggregate principal amount of 3.00% Debentures, Series due January 15, 2052. The debentures are fully and unconditionally guaranteed by NextEra Energy, Inc. (NEE), the parent company of NEE Capital. The transaction closed December 13, 2021.

NEE is one of the largest electric power and energy infrastructure companies in North America and a leader in the renewable energy industry. NEE's principal subsidiaries are Florida Power & Light Company, which serves more than five million customer accounts in Florida and is one of the largest rate-regulated electric utilities in the United States, and NextEra Energy Resources, LLC, which together with its affiliated entities is the world’s largest generator of renewable energy from the wind and sun, as well as a world leader in battery storage.

The Hunton Andrews Kurth team included Steven C. Friend, Patrick C. Jamieson, Michelle G. Chan and Reuben H. Pearlman. Robert McNamara and Tim Strother provided tax advice.

Carey Olsen Supports Blockchain Security Firm CertiK in US$80m Funding Round

The funding also brings CertiK's total valuation to nearly US$1 billion, and means the company has attracted total investment of just over US$140 million in three separate funding rounds since July, all of which Carey Olsen advised on.

The latest funding round was led by Sequoia Capital China and also secured backing from existing investors Tiger Global, Coatue Management and GL Ventures. It will allow CertiK to further expand its product suite, especially in the software-as-a-service (SaaS) market, with the company currently developing new SaaS products centred around security auditing, formal verification and the protection of client blockchain and smart contracts.

CertiK has seen its revenue grow by 20 times over the past year, while on the product front it has recently released Skynet, a 24/7 active-monitoring platform that detects and protects blockchains against sophisticated attacks.

The Carey Olsen team advising CertiK on the Cayman law aspects of the Series B2 comprised partner Nick Bullmore and counsel Dylan Wiltermuth.

"We at Carey Olsen are immensely proud to have helped Kavak with this most recent milestone and to be able to demonstrate yet again the extensive experience our team offers to founders and the venture capital industry. We congratulate the entire Kavak team and our fellow advisers on this achievement."

Nick said: "CertiK continues to lead the way in the blockchain security space and we're incredibly proud at Carey Olsen to be helping the company continue on its journey."

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