Mergermarket table 1 - Law firms by global M&A deal value

Mergermarket table 2 - Law firms by global M&A deal volume

Deal 1: Osaka airport rights $18 billion PPP

The Japanese state has launched a concession for the airport rights in the Osaka region, where it signed a 44-year concession agreement with the winning consortium made up of ORIX Corporation and Vinci Airports for the operation of Kansai and Osaka (Itami) International airports. 

Vinci Airports and ORIX Corporation each have a 40% stake in Kansai Airports, while thirty additional minority shareholders—primarily companies from the Kansai region—own the remaining 20%.

Over the concession term, the concessionaire company will pay ¥2.2 trillion ($18 billion) to New Kansai International Airport Company (NKIAC), which is a wholly owned subsidiary of the government of Japan and current owner and operator of the airports. 

The transfer of the two airports is expected to occur in April 2016 and will be Japan's first major airport privatisation, and the country's largest public-private partnership (PPP) to date.

The NKIAC PPP deal may act as a pioneer for similar schemes to bring private finance into public infrastructure projects, and the mega-concession has surprised the global aviation industry. It has the potential to set a strong precedent for Japan to accelerate its airport privatisation—and broadly speaking Japan’s infrastructure sector—plans in the future, with many local airports up for possible privatisation.

With the change of Japan’s private finance initiatives (PFI) law, concession style PPPs have become possible. The year 2014 marked the beginning of a new era for PPPs in Japan as moves were made to improve the legal and regulatory framework of the Japanese PPP and the national and local governments started looking at the possibility of adopting concession type PPPs to privatise infrastructure.

The mandate attracted UK-based Magic Circle firms, with Clifford Chance advising the concessionaire and Freshfields Bruckhaus Deringer advising the state-owned operator of the airports. 

Clifford Chance acted for Vinci Airports on the bid process, negotiation of project documents, establishment of the concessionaire company, and ongoing financing. Partner Ross Howard led project document and bid-related aspects alongside counsel Yusuke Abe, senior associate Akihiko Takamatsu, and associates Amelia Hanscombe and Yoko Kumegawa in Tokyo.

In Singapore, partner Matthew Buchanan and senior associate Danielle Delbridge assisted, while Tokyo counsel Natsuko Sugihara and Satoshi Mogi and senior associate Luna Hiraoka delivered corporate advice.

Freshfields Bruckhaus Deringer advised the government subsidiary NKIAC, with partners Don Stokes and Edward Cole taking the lead alongside senior counsel Tomoko Nakajima.

Adam Majeed - Asia-Pacific Editor

Deal 2: Virgin Atlantic take-off and landing slot backed £200 million secured bond issuance

Virgin Atlantic's new £200 million secured bond issue represents a breakthrough in the European debt market. The key feature is its use of airport take-off and landing rights as security in the deal, the first time that a structure of this type has been successfully closed in Europe.

The issue also opens up a new potential asset class for the airline industry. The deal structure involved the establishment of an SPV to issue senior secured bonds to selected institutional investors.

The funds will be used for long-term investment and the acquisition of new aircraft.

Herbert Smith Freehills advised Virgin Atlantic, while Watson Farley & Williams acted as counsel to the arranger, cash manager, and trustee.

Sam Duke - Editor

Deal 3: Irrawaddy Green Towers $122 million telecom tower construction finance

Malaysia-based mobile phone tower company Irrawaddy Green Towers has taken out a $122 million syndicated loan from a group of European development financing institutions, to build a network of 2,000 telecoms towers to serve 14 million people in Myanmar.

The transaction is among the first development finance institution (DFI) led financings in Myanmar.

The funding consists of an eight-year $109 million loan and a smaller nine-year subordinated loan of $13 million.

The senior loan is co-financed by Deutsche Investitions- und Entwicklungsgesellschaft, Proparco, CDC Group, BIO and OeEB.

The loan was arranged by the Netherlands Development Finance Company (FMO).

Norton Rose Fulbright acted for the lenders, with Singapore partner Yu-En Ong taking the lead, assisted by senior associates Janelene Chen and Lishi Fong, associates Michael Kim and Zhenning Kong and paralegal Sequoia Zhang.

IGT is the only foreign tower company with local ownership in Myanmar. It is sponsored by local firm Barons Telelink, as well as executives from Dubai-based Alcazar Capital and the Lebanon-based M1 Group. The company was chosen by Norwegian telecommunications company Telenor in March 2014 as a vendor to build and manage 1438 telecom towers in Myanmar.

The telecommunications industry has been very active in Myanmar recentlywith a number of large regional companies entering the sector with investments. In another example Edotco—a subsidiary of Malaysia’s biggest mobile operator Axiata Group—acquired a 75% stake in Myanmar Tower Company for $221 million, it now manages 15,000 towers and 12,000 km of telecoms cables across Malaysia, Bangladesh, Cambodia, Sri Lanka and Pakistan.

Candy Chan - Journalist - Asia-Pacific

Deal 4: The Government of Côte d’Ivoire's first sukuk (Islamic bond) issuance

The Government of Cote d’Ivoire’s has issued a CFEFr150 sukuk, its first foray into the sovereign Islamic finance market. 

was structured as an amortising sukuk al ijarah (lease) and is targeted at local banks and institutional investors.

The bond matures in August 2020.

Cleary Gottlieb Steen & Hamilton advised the issuer. Hogan Lovells advised the arranger. Cabinet Adama Kamara acted for both arranger and issuer as local counsel.

John Crabb - Journalist - EMEA

Deal 5: UTair’s $809 million debt refinancing

UTair has undertaken a refinancing of its debt. The deal consisted of two syndicated loans with an aggregate value of ₽42.6 billion and two bond issues with a total nominal value of ₽13.3 billion maturing in seven and 12 years, respectively.

The seven-year syndicated loan is guaranteed by the Russian government for 50% of the loan amount, alongside a syndicate of 11 banks, with Sberbank the lead arranger and agent and collateral manager.

Akin Gump Strauss Hauer & Feld acted for UTair.

Jon Moore - Head of Client Engagement

Deal 6: Javer $100 million IPO on the Mexican Stock Exchange

Mexican homebuilder Servicios Corporativos Javer (Javer) has undertaken a $100 million IPO on the Mexican stock exchange.

Work began on the IPO in the third quarter of 2014, but Javer delayed the transaction due to market conditions, including concerns about finding investors at the right time and overall adverse global equity markets. In the third quarter of 2015, Javer made some changes in the structure of the transaction to better accommodate the market. Originally, the offering was intended to be an international offering.

Paul Hastings acted for Javer.

Paul Hastings partner Mike Fitzgerald commented on factors that might motivate investors to invest in Mexico at this time. “Most US stocks trade at EPS [Earnings per Share] multiples that are much higher than similar companies in Mexico. So I think many investors are analyzing equity investments in Mexico as being a bargain compared to the price in the US,” Fitzgerald said.

Still, Fitzgerald added, “I think that any company that is trying to do an IPO in the current market is going to have to work twice as hard to make sure that the transaction is successful and is going to have to be more flexible than has historically been the case in terms of valuation expectations.”

Rani Mehta - Journalist - Americas

Deal 7: Daimler’s joint-venture with Iran Khodro Diesel (IKD) and Mammut Group

Daimler has entered into a joint-venture with two Iranian entities, Iran Khodro Diesel (IKD) and Mammut Group, for the purpose of manufacturing and distributing Mercedes Benz trucks and power-train components in Iran.

Stuttgart-based Daimler left Iran in 2010 after more than 50 years in the country because of longstanding economic sanctions, which were lifted last month.

The German company was one of the first multi-nationals to return to the market after previously departing and intends to establish a representative office in Tehran.

Daimler has plans to take to become a shareholder in engine joint venture, Iranian Diesel Engine Manufacturing (IDEM), which it co-founded.

CMS Hasche Sigle, which has recently opened an office in Tehran, advised IKD.

Ben Naylor - EMEA Editor

Deal 8: Smurfit Kappa’s $199 million acquisition of Inpa Embalagens and Paema Embalagens

Dublin-based Smurfit Kappa has acquired Inpa Embalagens and Paema Embalagens for $199 million.

The deal came about through parallel negotiations involving one or the other target company but not both.

Rio de Janeiro-based Veirano Advogados advised Smurfit on the acquisitions. Sao Paulo-based Tozzini Freire represented Paema Embalagens, while Machado Meyer Sendacz & Opice Advogados, also based in Sao Paulo, provided counsel to Inpa Embalagens.

Rani Mehta - Journalist - Americas