Deal watch - 2 March 2012

Our round-up of the major -- and esoteric -- transactions and other deals from around the globe.
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Who's doing the deals ...

The big deal
USA: energy bonanza


Houston-based energy company El Paso Corporation has agreed to sell its oil and gas exploration units in a $7.2 billion leveraged buyout that will involve see several top global law dishing out legal advice.
A private equity consortium led by Apollo Global Management is seeking to acquire the units, in what Bloomberg has reported to be the second-largest private equity takeover of an energy producer.
According to The Am Law Daily web site, the deal is expected to hasten the sale of El Paso to fellow Houston energy business Kinder Morgan, which announced in November it would acquire its rival for an eye-watering $38 billion, including debt.
The complex arrangements will see a multitude of law firms involved. El Paso will retain the services of New Yorkbased Wachtell Lipton Rosen & Katz, but Kinder Morgan, with one eye on its own El Paso buyout, has instructed its lawyers to assist. Therefore, international firm Weil Gotshal & Manges and Texas-based Bracewell & Giuliani have taken over the transactional work related to the sale. Meanwhile, the private equity consortium has a heavy-hitting team of its own, boasting a trio of New York practices – Debevoise & Plimpton, Paul Weiss Rifkind Wharton & Garrison and Willkie Farr & Gallagher – as well as California’s O’Melveny & Myers.
Paul Weiss will act as counsel to the investor group for the transaction, with a leading team that includes mergers and acquisitions partner John Scott, finance partners Gregory Ezring and Mark Wlazlo, tax partner Brad Okun, deputy corporate chair Marco Masotti, corporate partner James Schwab, and M&A counsel Brian Finnegan.

China: buy-back, buy-out

Chinese internet services company Alibaba Group Holding is looking to kick-start a restructuring process by offering to buy out minority shareholders of its listed Alibaba.com business-to-business unit.  The on-line business platform is being advised by London-based magic circle firm Slaughter & May as it plans to withdraw its listing from the Hong Kong Stock Exchange. According to Reuters, Alibaba has stated that the move was in no way related to rumours of a possible deal to buy back shares owned by Yahoo.
US-based The Deal magazine reports that Alibaba is looking to pay HK$13.50 ($1.74) per share. If the parent buys out the remaining 27 per cent of Alibaba.com, it will be looking at an overall pay-out of HK$19.6 billion ($2.5 billion).

India: rubber reliant

Russian petrochemical giant SIBUR has entered a $450 million joint venture with Indian conglomerate Reliance Industries to form the first manufacturer of butyl rubber in India.
Asian Legal Business reports that the new company, Reliance Sibur Elastomers, is also expected to become the fourth-largest supplier of butyl rubber in the world. The substance is used in the manufacture of a range of items, including the linings of tubeless tyres, sporting equipment, various lubricants and even chewing gum.
Reliance, represented by an in-house legal team, will own 74.9 per cent of the venture company, with SIBUR accounting for the rest. Mumbai-based firm Khaitan & Co acted as Indian legal advisor to SIBUR, while London firm Herbert Smith acted as international advisors.

UAE: tasty treat bonds

Magic circle firms Allen & Overy and Clifford Chance have combined to advise local lender National Bank of Dubai over a potential Chinese Yuan bond.
According to Asian Legal Business, the so-called ‘dim sum’ bonds are gaining momentum in both domestic and international business. The magazine maintains the bonds are structured to avoid regulator’s security laws in Hong Kong and China.
Walter Son, A&O’s Hong Kong partner, is leading the deal. As well as being a first for the region, the move would also underline the importance of economic and financial relations between Gulf Arab states and China.
NBD, the emirate’s largest lender, has picked HS BC and Standard Chartered as well as its own unit, EN DB Capital, to arrange investor meetings in Asia ahead of the possible bond.

Australia: chipping away

Sydney-based law firm Blake Dawson is set to advise Tasmanian forestry enterprise Gunns on a A$445 million restructuring that will also extend loan facilities.
According to Australasian Legal Business, the restructure will allow Gunns to extend its senior syndicated and working capital debt (due 31 January 2012) to 31 December 2012. The syndicate includes 10 local and international banks, including AN Z, Mega
International Commercial Bank and the China Construction
Bank Corporation.
The deal also sees Gunns continue to transform from a diversified woodchip business to operating and supplying the proposed Tasmanian Bell Bay Pulp Mill.

Vietnam: flying high

Leading Australian law firm Allens Arthur Robinson looks set to continue its long standing relationship with Qantas by advising the airline on a A$25 million joint venture with Vietnam Airlines.
The aim of the deal is to strengthen Vietnam’s first value-based carrier, Jetstar Pacific.
Qantas will increase its ownership of Jetstar Pacific to 30 per cent and provide A$7.5 million in capital for fleet renewal. Vietnam
Airlines, which was advised in-house, is the majority owner of Jetstar Pacific.

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