DEAL NEWS: Indian firms Amarchand & Mangaldas and Khaitan & Co, along with US-based firm Jones Day, have all successfully advised on the US$625m institutionalised public offering of Adani Power, one of India’s largest power developers. The offering, which closed last Friday, is the largest listing in the subcontinent over the last 18 months and was reportedly oversubscribed by 20 times.
A Jones Day team led by Jeffrey Maddox and Manoj Bhargava acted as international counsel for the underwriters, DSP Merrill Lynch. Khaitan & Co advised the underwriters on Indian law. Adani Power turned to their long-time counsel, Amarchand & Mangaldas, for their legal work on the offering.
In a separate transaction, Jones Day and Singapore-based firm Drew & Napier have acted on the $US375m private placement of 5 year 9.25% guaranteed convertible bonds, issued by PT Bumi Resources Tbk and its subsidiary, Enercoal Resources Pty Ltd. It is the largest coal mining company in Indonesia and the bonds, which are due in 2014, were issued by Enercoal Resources, unconditionally and irrevocably guaranteed by and convertible into ordinary shares of Bumi Resources.
Concurrent with the issuance and placement of the bonds, Enercoal entered into highly structured and complex equity swap and capped-call transactions, with an affiliate of Credit Suisse. The equity swap is a 5 year cash-settled swap on a portion of the Bumi Resources shares underlying the bonds, and the capped call is a cash-settled call spread transaction to mitigate certain potential settlement costs due to share price increases.
A Jones Day team led by Edward Nalbantian and Brian Wesol acted as international counsel for Bumi Resources on the deal, while a Drew & Napier team, comprising Marcus Chow and Blossom Hing, were called on by the company for Singapore legal advice. Wesol said that the historic transaction is yet another sign that global, and Asian, financial markets are slowing starting to stabilise. "This issuance marks the largest convertible bond plus call-spread issuance by an Asian issuer to date in 2009, and is the first ever call-spread overlay transaction to a convertible bond on Asian listed shares,” he said.
“It is another important step in the gradual opening of the international and Asian credit markets since the worldwide financial collapse last year.”
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