Acquisition and leveraged finance

Europa Investimenti and its subsidiary Cose Belle d'Italia have a long-standing track record of success in investment and financial transaction facilitation. When Europa Investimenti embarked on an acquisition of the controlling share in luxury yacht manufacturer Apreamare, Withers offered facilitation and advice for the purchase.

A European-based investment advisor approached Withers for advice on structuring its worldwide operations and other issues in the US. Because of our in-depth of knowledge of international markets, we were able to help with US withholding obligations as well as reporting obligations for US customers and accounts.

A leading global computer component manufacturer with operations around the world, including the US, Singapore and China contacted Withers when it needed to carry out a major worldwide restructuring. Our team has lawyers across many jurisdictions and was glad to advise on issues of anti-expatriation, earnings stripping and transfer pricing.

When the founders of a highly successful software company decided to sell the business to one of the world's largest equity houses, Withers was on hand to make sure the deal ran smoothly. We devised a tax-efficient exit for the founders and reduced their exposure to any future disputes, should they arise. Since the deal was completed, the founders have also come to us when they wanted to reinvest the sale proceeds into new ventures.

Withers was called in when the partners of a large financial services company needed to review its structure and convert to a limited liability partnership. Our team undertook a detailed review of the business and its assets. We then advised on a fresh strategy, taking into account the personal tax profiles of the partners, relevant regulatory issues and risk management. We also helped with succession planning and the company's future goals.

We are currently helping a new entity that is establishing a worldwide private members' club to include up to 65 five-star properties worldwide. We began by assisting on the debt financing with a bulge bracket lender. With locations expected to include Scotland, England, New Zealand, the US and the Caribbean, there are also numerous property deals in the works and we are negotiating management contracts to run the clubs.

A major UK investment manager turned to Withers when it needed to put in place the most tax-efficient strategy for its UK principals. We were happy to devise a strategy based on our in-depth knowledge in this area.

We acted for a leading manufacturer of explosives and specialty chemicals in a long-running dispute over the design rights to multiple warhead systems. In an unusual case, the court had to assess the impact of the alleged infringers’ mental capacity when deciding whether their alleged acts amounted to infringement under the law.

Our global reach is particularly helpful to us when acting for clients with international interests, as when we helped a Singapore-based client to enforce its intellectual property rights in the Netherlands. Our client had been subject to false allegations by its Dutch counterpart of IP infringement, which we were able to refute.

Our civil fraud team acted for the largest oil and gas company in Central and Eastern Europe, winning a $40 million settlement after a London court agreed that our client had been fraudulently sold a lower grade of crude oil than it believed it was purchasing from the commodities trader Glencore.

Increasingly, we are called upon to represent corporate clients in international arbitration. For example we acted at the London Court of International Arbitration (LCIA) on behalf of a subsidiary of an Azerbaijani company that was in dispute with a conglomerate of Israeli companies over a joint venture agreement. The case related to a license to drill oil just off the coast of Israel.

We acted on behalf of the holding company and shareholders behind one of the largest conglomerates of heavy industrial companies in Russia. The company was in dispute with a bank over the basis of a loan the bank had given it. The complex legal proceedings included an LCIA arbitration in London, anti-suit injunctions and injunctions in the Netherlands.

We advised Targetti Sankey SpA in a €242 million syndicated loan to assist in the acquisition of the Danish lighting company Louis Poulsen Lighting A/S.

Ariston Thermo SpA is one of the world's leading manufacturers of boilers, burners and solar thermal equipment, with a current turnover of €1.1 billion, they have 6,500 employees and are present in 10 countries with 18 production sites and distribute their products in over 150 countries. Withers have advised on the acquisition of a UK distributor of boilers on Ariston Thermo SpA's behalf.

International Marine Services Pte. Ltd ("IMS") is a subsidiary of Scomi Marine Berhad, a company listed on the Main Board of Bursa Malaysia. Withers acted for IMS in respect of its approximately USD$170 million loan from a major offshore bank, which was taken in connection with the purchase of the entire marine logistics business from Chuan Hup Holdings Limited for SGD$570 million in Singapore.

Withers acted for a Chinese leasing company in the sale and leaseback of 139,941 containers by a Chinese marine shipping company. The acquisition was financed by a USD$233 million loan facility from a German bank and a Chinese bank in Singapore.

We acted for MediaRing Ltd. in Singapore, in respect of its US$82 million loan from a major bank. This loan was taken in connection with the proposed takeover of Pacific Internet Limited, a company listed on the NASDAQ Stock Market Inc., by MediaRing Ltd.

We acted for PT Bakrie & Brothers Tbk and Long Haul Holdings Ltd on the restructure of a US$437 million loan. This loan was from various financial institutions with the Singapore branch of a major bank as the structuring agent, and related to the acquisition of a 29.2% interest in PT Bumi Resources Tbk from Asia Resource Minerals plc for US$501 million in cash and the disposal of the Bakrie Group's entire 23.8% indirect interest in Asia Resource Minerals plc to Ravenwood Acquisition Company Limited.

We acted for PT Bakrie & Brothers Tbk and Long Haul Holdings Ltd in respect of their US$1.345 billion loan from a syndicate of banks. The loan was taken in connection with the sale by BNBR and LHH of approximately 25% of their shares in PT Bumi Resources Tbk to Vallar plc.

We acted for PT Recapital Advisors in respect of its US$600 million loans from the Singapore branch of a major bank. The loans were taken in connection with the purchase by a Recapital subsidiary of 90% of the shares in PT Berau Coal.

A €242 million syndicated loan for Targetti Sankey SpA in order to assist in the acquisition of the Danish lighting company Louis Poulsen Lighting A/S.

We advised Sogefi SpA in a €160 million facility arranged by ING Bank NV, Milan Branch (1), Intesa Sanpaolo SpA (2) and ING Bank NV, Milan Branch as agent (3) for the refinancing of existing indebtedness and general corporate purposes.

We represented Astelit, a Ukrainian telecommunications company controlled by Turkish GSM operator Turkcell, on a $540 million financing (at such time the largest private financing in Ukraine) to expand its mobile network.

We assisted US based and NYSE listed telecommunication companies in various assets acquisitions in Mexico, Brazil and Argentina.

Radicle Projects Plc is an investor in Australian agribusiness projects, including bio forests and energy crops. We advised on Radicle Projects Plc's convertible debt offering of and listing on Luxembourg Stock Exchange's Euro-MTF market.

We advised a Turkish bank in financing the privatisation of the airport in Prishtina, Kosovo via a public private partnership with a Turkish and French consortium. This included advising on the PPP Agreement, the ‘bankability’ of that documen,t and the relevant direct agreement.

We acted for PT Bumi Resources Tbk as borrower on US$195 million worth of loans arranged by two major banks. The proceeds of the loans were used to finance the acquisition of 5% of shares in PT Kaltim Prima Coal during a corporate restructuring. <br /> <br /> These transactions were part of 13 related transactions which were aimed at reducing BUMI’s existing debt with China Investment Cooperation. This loan transaction was taken with intercreditor arrangements in place, where creditors agreeing to accede to the intercreditor arrangements share a pool of common security with other creditors. This transaction also involved a repayment mechanism based on existing cash distribution and waterfall agreements.

We acted for Oceanpro Investments Limited as borrower on its US$32 million loan facilities from a major bank. This loan was used for the purpose of indirect acquisition of stakes in an Indonesian coal mining company, PT Kutai Bara Nusantara.

We represented Control Risks Group Holdings Ltd on a £28 million loan financing from a major bank to support international operations.

We acted as counsel to IFC in connection with the financing of the acquisition by Orient Express Hotels of a 93.5% stake in St. Petersburg's historical Grand Hotel Europe. The deal marked the largest single property acquisition in Russia at that time and was the first ever acquisition financing by IFC in Russia.

We advised founding members and current shareholders on the sale of AAM Advisory to Old Mutual Wealth. AAM is the largest expatriate advisory firm in Singapore with over 30 advisers and 3,500 clients offering financial planning and fund management advice.

Our team in Singapore advised Long Haul Holdings Ltd. and PT Bakrie & Brothers Tbk (Bakrie Group) in March 2014 in the acquisition of a 29.2% interest in PT Bumi Resources Tbk from Asia Resource Minerals plc (formerly Bumi plc) (ARMS) for US$501 million in cash, and the disposal of the Bakrie Group's entire 23.8% indirect interest in ARMS to Ravenwood Acquisition Company Limited. This was one of the most significant and complex transactions in both the UK and Asia involving Singapore, Indonesia as well as England and Wales laws.