Network Wire

Deacons advises Yoho Group Holdings Limited in relation to its Main Board IPO, seeking to raise up to HK$143 million (subject to the exercise of over-allotment option).

Yoho Group is one of the leading market players in the business-to-consumer (B2C) e-commerce industry in Hong Kong under the brand name of “友和YOHO”. It ranked first as an e-commerce platform with a primary focus on consumer electronics and home appliances in Hong Kong in terms of website traffic, and recorded the highest online retail sales of consumer electronics and home appliances among all Hong Kong e-commerce platforms for the year ended 31 March 2021, according to a market research report commissioned by the company.

Yoho Group launched its IPO on 26 May 2022. Dealings in its shares on the Main Board of the Hong Kong Stock Exchange are expected to commence on 10 June 2022.

YKVN advised Masan Group Corporation (“Masan”) in its investment in Trusting Social JSC, a Singapore and Vietnam-based credit scoring startup (“Trusting Social”).

The US$65 million investment is implemented through The Sherpa Company Limited, a subsidiary of Masan for the initial close of its Series C round.

Trusting Social is an AI TechFin company aspiring to democratize financial services and promote financial inclusion through AI-based consumer insights and embedded finance providing credit insights covering over a billion consumers to over 170 financial institutions across Vietnam, Indonesia, India, and the Philippines.

The YKVN team was led by partner Nguyen Van Hai assisted by counsel Ho Anh Tuyet.

The Goldman Sachs Group announced on June 24, 2022, that it has received approval from China Banking and Insurance Regulatory Commission ("CBIRC") to commence operation of Goldman Sachs ICBC Wealth Management Co., Ltd. ("Goldman Sachs ICBC Wealth Management"), a joint venture wealth management company established by Goldman Sachs and ICBC Wealth Management Co., Ltd. ("ICBC Wealth Management"), a wholly-owned subsidiary of ICBC. The joint venture will launch comprehensive wealth management products and offer diversified services in China, including but not limited to quantitative investment strategies, cross-border wealth management products, and special and innovative solutions.

Goldman Sachs ICBC Wealth Management is domiciled in Shanghai with RMB 1 billion registered capital. The joint venture is owned by Goldman Sachs Asset Management, L.P. ("GSAM") and ICBC Wealth Management holding 51% and 49% of contributions, respectively. GSAM, with about US$ 2.8 trillion worth of assets under management globally as of December 31, 2021, is one of the top-five active asset management companies in the world and a leader in investment fields from currency markets to private equity.

As PRC legal counsel to GSAM, Han Kun was deeply engaged throughout the joint venture's establishment and its preparing to operate. CBIRC's operating approval for the joint venture marks another milestone of Han Kun's asset management services to world-class asset managers in actively responding to China's moves to open up its asset management industry.

Plesner has advised CBRE European Residential Impact Fund (ERIF) in connection with ERIF's acquisition of 108 newly built residential units in Karlslunde, Denmark.

Plesner has advised ERIF in connection with ERIF's acquisition of a 8,100 sqm, 108 newly built residential units in Karlslunde, Denmark.

Plesner's assistance comprised all aspects of the transaction including structuring, due diligence investigations, preparation and negotiation of transaction documents, and general project management.

The acquisition of the 8,100 sqm affordable living and sustainable residential asset in Karlslunde is a part of ERIF's residential strategy which is to provide sustainable, affordable and good quality rental homes for middle-income households.

Plesner's team on the transaction consisted of Mads Berg, Jakob Schmidt Jensen, Caroline Lemminger Jensen, Mia Sander, Emilie Illum Rodam and Louise Juel Dragsbæk.

We couldn’t be happier for our client the American University of Beirut (AUB), for the historic agreement it signed with the Municipality of Paphos for the establishment of an AUB campus in the town. AUB has been providing high-quality American-style education to students from around the world for more than 150 years and its presence in Paphos is undoubtedly of significant importance. The campus will be an integral part of AUB, with extensive interaction with the Beirut campus in the form of student exchanges, faculty exchanges, collaborative research projects, expanded online and hybrid learning opportunities.

As AUB’s legal advisor in Cyprus, our firm had a catalytic role in negotiating and drafting the agreement with the Municipality of Paphos. Co-Managing Partner George Mountis and Senior Partner Georgia Chrysostomides-Mountis were at ceremony for the signing of the agreement, and are pictured with Mayor of Paphos, Mr Phedon Phedonos and President of AUB, Dr Fadlo R. Khuri.

Shoosmiths’ specialist Digital Infrastructure team has advised Equitix, one of Europe’s leading infrastructure investors, on its £84 million commitment into fibre ‘altnet’ Freedom Fibre.

Equitix, a leading global investor, developer, and long-term fund manager of core infrastructure assets, has made an initial £84m funding commitment into Freedom Fibre. The cash will accelerate the roll-out of FTTP by Freedom Fibre, which is predominantly through the installation of fibre across BT’s existing infrastructure. Alongside support from the Santander debt facility, the investment combined totals a £100m commitment to scale up funding.

The deal was led by corporate partner Helen Burnell alongside Shoosmiths’ head of Energy & Infrastructure sector, James Wood-Robertson. The deal was supported by Mandip Riar (senior associate, Corporate), Melissa Gray (associate, Corporate) and Elizabeth Roberts (associate, Corporate) with cross divisional expertise across the Shoosmiths team spanning tax, commercial, competition, employment, property specialists amongst others.

This latest transaction marks the second (and largest) investment that Shoosmiths have supported Equitix on, with the total value of deals advised on by Digital Infrastructure team in this sector nearing £500 million over the last 21 months.

James Wood-Robertson commented: “We’re delighted to have once again supported Equitix in this latest investment in the fibre broadband space. Digital infrastructure is a key focus area and strength within our sector group which is bolstered by the incredible cross division support as seen in this recent transaction.”

Helen Burnell added: “This sizeable investment will once again support Equitix as it looks to provide local communities with affordable, high quality and essential digital infrastructure. It’s been a pleasure to work alongside their team again, as Shoosmiths further cements our strong credentials within this key market.”

Rebecca Collins, managing director, investments, at Equitix said “We are looking forward to investing in and developing Freedom Fibre’s network roll-out. We understand Freedom Fibre to be a strong business, operating in an essential infrastructure sector that has a critical role in providing connectivity for communities - and we’re delighted to engage again with Shoosmiths and benefit from their valuable expertise in this next chapter.”

QIL+4 Abogados, with the participation of our partners Alejandro Cofiño, Andrés Lowenthal, and associates Ignacio Grazioso and Enrique Martinez, acted as local counsel representing Investment Energy Resources Limited (Issuer) and Renace, S.A. (Guarantor).

The transaction involved $700M senior secured notes due 2029 issued by the Investment Energy Resources Limited and a refinancing debt for $300MM. This green bond investment is the largest ever of its type for Central America and the Caribbean.

CMI Energía is one of the largest renewable energy business in Latin America, focusing on wind, solar and hydro technologies and we are very proud to have worked with CMI in this innovative and impactful transaction.

This successful transaction has a positive impact for the environment and communities around us and we thank CMI for their support and trust.

“QIL+4’s support of this transaction stood out from the norm. We have always seen QIL+4 as a strategic partner and they really lived up to this expectation in this complex transaction, supporting local law fronts as well as NY law seamlessly. CMI is grateful for QIL+4’s top tier support and we look forward to our continued partnership in the future” commented Rodrigo Pemueller, Financial Structuring Manager. CMI Capital

Morgan & Morgan Legal advised Mercantil Holding Financiero Internacional, S.A. (MHFI), a subsidiary of Grupo Mercantil, in relation to the execution of the Promissory Share Purchase Agreement (the “SPA”) dated June 29, 2022, by and among the shareholders of Capital Bank, Inc. (“Capital Bank”) as sellers (the “Sellers”), and MHFI, as a buyer, whereby the parties agreed to execute the sale and transfer of 100% of the issued and outstanding shares of Capital Bank and its subsidiaries, and 100% of the issued and outstanding shares of Mercantil Banco, S.A. (a subsidiary of MHFI), to a new entity that will be owned by MHFI (in a 80%) and the Sellers (in a 20%). Additionally, the parties agreed that MHFI would acquire 100% of the issued and outstanding shares of Capital Assets Consulting, Inc., a brokerage firm associated with Capital Bank.

The agreed purchase price is US$137,460,000.00 plus 20% of the indirect shareholding of the combined entity, subject to compliance with certain conditions, retentions, and adjustments, as established in the SPA.

Partners Francisco Arias G. and Roberto Vidal, senior associate Ana Carolina Castillo, and international associate Miguel Arias M. participated in this transaction.

Buenos Aires, May 26th, 2022. On May 24th, Asociación Civil Sumatoria para una Nueva Economía (Sumatoria) carried out the first sustainable bond issuance with a gender perspective in the local capital market. Class II notes were issued in two series under a specific SME regime, for a total nominal amount of AR$60 million maturing on August 24th, 2023 (the Notes).

Series I Notes were issued for a nominal amount of AR$5,100,000, accruing interest at a nominal annual fixed rate of 40%, whereas Series II Notes were issued for a nominal amount of AR$54,900,000, accruing interest at a floating rate equivalent to Badlar private rate.

Class II Notes are aligned with ICMA’s (International Capital Market Association) 2021 Sustainable Bond Principles, and were issued in accordance with the guidelines for the issuance of Social, Green, and Sustainable Bonds contained in the Rules of the Argentine National Securities and Exchange Commission (CNV) (the Guidelines). The rating of Class II Notes as a sustainable bond with a gender perspective was carried out by San Martín, Suarez y Asociados, in their Second Opinion Report as independent verifier.

In compliance with the Guidelines, Sumatoria will allocate the total net from Class II Notes issuance to grant financing to sustainable projects focused on gender, which contribute to equity and the reduction of the socioeconomic gap, aligned with United Nations’ Sustainable Development Goal No. 5, “Gender Equality”. To this end, the emphasis will be placed on one – or more - of the following areas: female economic empowerment; female participation in decision making and leadership; and gender equality in human development.

Class II Notes were admitted to listing on Bolsas y Mercados Argentinos S.A. at the panel of social, green, and sustainable bonds, and authorized for trading at Mercado Abierto Electrónico S.A.

Sumatoria acted as the issuer whilst Banco Comafi S.A. and Banco de Galicia y Buenos Aires S.A.U. acted as organizers, placement agents and guarantee entities. All parties involved turned to Beccar Varela’s team, led by Luciana Denegri, and also comprised of María Victoria Pavani, María Inés Cappelletti, Julián Ojeda, María Belén Tschudy, and Tomás Bautista Cappellini.

Haynes and Boone, LLP is serving as counsel to Earthstone Energy, Inc. in its acquisition of The New Mexico assets of Titus Oil & Gas Production, LLC and Titus Oil & Gas Production II, LLC and their affiliates (Titus) in a cash-and-stock transaction worth approximately $627 million, along with the associated committed financing of $400 million of incremental commitments to increase Earthstone’s elected commitments under its reserve based credit facility to $1.2 billion upon closing.

The Titus deal was announced June 28, 2022, and is expected to close in the third quarter of 2022.

The Haynes Boone deal team included Austin Elam, partner and Co-Chair of the Oil and Gas Practice Group; Partner Kim Mai; Associates Reem Abdelrazik, Camie Carlock McKee and Briana Hopes and Partners Michael Threet and Brandon McCoy.

"The Titus Acquisition continues our path of building scale in the Permian Basin, increasing our daily production to around 100,000 Boepd upon closing,” Robert J. Anderson, president and CEO of Earthstone, commented in a company release. “We had a goal of adding to our recently established Northern Delaware Basin position and are excited about this transaction and the drilling inventory we are acquiring as it is among the highest economic locations in the Permian Basin.”

Haynes Boone’s Oil and Gas Practice represents domestic and foreign public and private companies that conduct operations across the country in the domestic resource plays and shale plays (including the Midland and Delaware Basins, Eagle Ford, Barnett, Haynesville, Wolfberry, Marcellus, Utica, Niobrara, Woodford, and Bakken/Three Forks) and internationally. Haynes Boone received the highest ranking, National Tier 1, for its Oil & Gas Practice in the 2022 U.S. News & World Report and Best Lawyers "Best Law Firms" directory.

Haynes and Boone, LLP is an international corporate law firm with offices in Texas, New York, California, Charlotte, Chicago, Denver, Washington, D.C., London, Mexico City and Shanghai, providing a full spectrum of legal services in energy, technology, financial services and private equity. With 600 lawyers, Haynes Boone is ranked among the largest U.S.-based firms by The National Law Journal, The American Lawyer and The Lawyer. It was recognized in the BTI Consulting Group’s 2022 “A-Team” report, which identifies the law firms that in-house counsel commend for providing superior client service.

Hunton Andrews Kurth LLP advised the underwriters on an SEC-registered offering by NextEra Energy Capital Holdings, Inc. (NEE Capital) of (i) $750 million aggregate principal amount of 4.20% Debentures, Series due June 20, 2024 (the “2024 Debentures”), (ii) $1 billion aggregate principal amount of 4.45% Debentures, Series due June 20, 2025 (the “2025 Debentures”), (iii) $1.25 billion aggregate principal amount of 4.625% Debentures, Series due July 15, 2027 (the “2027 Debentures”) and (iv) $1 billion aggregate principal amount of 5.00% Debentures, Series due July 15, 2032 (the “2032 Debentures” and together with the 2024 Debentures, the 2025 Debentures and the 2027 Debentures, the “Debentures”). The Debentures are fully and unconditionally guaranteed by NextEra Energy, Inc. (NEE), the parent company of NEE Capital. The transaction closed June 23, 2022.

NEE Capital owns and provides funding for all of NEE’s operating subsidiaries other than Florida Power & Light Company (“FPL”) and FPL’s subsidiaries. NEE is a holding company which conducts its operations principally through its wholly owned subsidiaries, FPL and, indirectly through NEE Capital, NextEra Energy Resources, LLC and NextEra Energy Transmission, LLC (collectively “NEER”). FPL is a rate-regulated electric utility engaged primarily in the generation, transmission, distribution and sale of electric energy in Florida. NEER currently owns, develops, constructs, manages and operates electric generation facilities in wholesale energy markets in the U.S. and Canada. NEER produces the majority of its electricity from clean and renewable sources, including wind and solar. In addition, NEER develops and constructs battery storage projects and also owns, develops, constructs and operates rate-regulated transmission facilities in North America, and transmission lines that connect its electric generation facilities to the electric grid. NEER also engages in energy-related commodity marketing and trading activities and participates in natural gas, natural gas liquids and oil production and in pipeline infrastructure, construction, management and operations.

The Hunton Andrews Kurth team included Steven C. Friend, Brendan P. Harney, Michelle G. Chan, Reuben H. Pearlman and Alice Yao. Robert McNamara and Tim Strother provided tax advice.

Dinsmore Lexington litigators Grahmn Morgan, Kristeena Johnson and Elizabeth Barrera, along with local counsel David Baird of Baird & Baird, were pleased to earn a unanimous jury verdict for Big Sandy Company, LP that awarded the client more than $4.8 million in a breach-of-contract claim.

The four-day trial was the culmination of more than nine years of litigation, which began as a dispute over the relocation of a gas pipeline owned by defendants EQT Gathering LLC and Equitable Production Company that was laid across Big Sandy’s coal reserves.

After Big Sandy gave notice on Jan. 23, 2013 that the pipeline needed to be relocated to accommodate mining operations, EQT filed suit, claiming that it did not have to relocate the pipeline or pay for coal that could not be mined because the pipeline was in the way. Big Sandy then countersued for breach of contract. In 2018, the Kentucky Supreme Court ruled in favor of Big Sandy on a contract interpretation issue. The question of whether Big Sandy had a reasonable basis to believe mining may occur within 12 months so as to trigger the obligation to relocate the pipeline was not resolved until last week, when a Pike County, Kentucky jury agreed with Dinsmore attorneys and awarded Big Sandy the multi-million dollar verdict.

This is the latest in a string of well-earned victories by Dinsmore litigators, who earlier this spring successfully defended clients Hyundai, Genie and Terex in product liability cases with claims totaling more than $78 million.

O’Neal Webster has advised on the formation or conversion of multiple open-ended British Virgin Islands investment funds in the first two quarters of 2022, whether as incubator, approved, or professional funds. And, a mix of funds structured as segregated portfolio entities is again on the rise. The firm has also advised on several approved manager applications for clients primarily based in North America and Asia. These managers are being used to manage BVI funds and non-BVI funds set up onshore or in other offshore business finance centers.

According to Kerry Anderson, partner and head of O’Neal Webster’s Investment Funds and Regulatory Department, the digital asset space is continuing to fuel great interest in the use of BVI investment vehicles. “While incubator funds continue to see the most interest,” Mr. Anderson explains, “we have noted renewed interest in BVI professional funds with clients spanning the globe, from Canada to Australia. No doubt, BVI’s investment products’ flexibility, ease of use, and robust regulatory environment continue to be attractive in the global marketplace.”

Partner Christopher Simpson adds, “We have seen a tremendous uptick in the number of fund formations and conversions over the past few months. We are encouraged to see incubator funds move on to become professional funds, having been with them throughout the journey. Also, the ease of set up and flexibility under the BVI approved manager regime is driving more managers to use the regime to manage funds among a wide cross-section of the global investment funds community. In particular, we are seeing an increased use of the BVI approved manager in Asia for funds involved in crypto and other emerging blockchain technologies.”

Carey Olsen's corporate team in the Cayman Islands has advised Brazilian B2B fintech Marvin on its US$15 million Series A funding round.

Marvin, founded in 2020, is a B2B payments platform that enables merchants to use credit card receivables as collateral for working capital or short term loans. The service allows retailers to avoid the anticipation fees charged by point of sale operators, which can be as much as 4% of any transaction.

The Series A funding round was led by venture capital firm Canaan followed by existing investors Canary and Mauá Capital as well as a number of angel investors.

Working alongside onshore counsel Foley & Lardner LLP, the Carey Olsen team advising Marvin on the Cayman law aspects of the funding round comprised partner Alistair Russell and associate Trevor McCabe.

Alistair said: "Marvin is Canaan's largest Latin America investment to date, which is indicative of the rapid growth and interest in Brazil's digital payments space. Marvin has the potential to become one of the most dynamic payment solutions for retailers across the country and Carey Olsen is excited to see how the company grows over the coming months as a result of its successful Series A funding."

Marvin will use the funds raised to grow its operations, workforce and expand its service offering throughout Brazil.