Asialaw Profiles
The Guide to the legal markets of the Asia-Pacific

Allen & Overy

The Grant Fuzi led team at Allen & Overy is starting to make an impact in the Australian banking and finance space. The firm advised JP Morgan, Banco Santander, Barclays, BNP Paribas, Royal Bank of Scotland and Toronto-Dominion Bank on the corporate finance aspects of a US$45 billion loan facility as part of the financing for BHP Billiton’s bid to acquire Potash Corp of Saskatchewan.

DLA Piper

DLA Piper’s banking and finance team is making major progress in this sector. One client of the practice says: “We have a long standing association with the firm and are entirely comfortable with the professional and pronotable work of the partners and support staff.”

Deal highlights included advising Westpac Banking Corporation on a syndicated warehouse finance repurchase facility for Emerald Grain Australia. This was an innovative and time-critical facility with a number of structuring challenges such as material GST issues.

Johnson Winter & Slattery

Johnson Winter & Slattery’s finance practice specialises in finance borrowing and sponsorship. The firm acts for Australian and international entities on high profile complex acquisitions, projects and cross border finance transactions. Last year saw the firm continue its advising role for the SEA Gas Partnership on the refinancing of its US$450 million project debt facility.

Allen & Overy is known in greater China for its top banking practice, sterling debt practice and strong equity capital markets offering. One client praises the firm’s team: “Allen & Overy was great, as always. It is a firm that understands and values long-term relationships.”

Allen & Overy is a particular leader in equity-linked and convertible bonds debt work. On the equity side, the firm’s capital markets team recently acted as international counsel to underwriters Morgan Stanley, Goldman Sachs, Deutsche Bank, Macquarie, Nomura, JPMorgan and CICC on Agricultural Bank of China’s IPO. The huge listing included H shares and a 144A placement. Partners David Johnson and Mark Roppel led on the US$22.1 billion dual listing, which was the world’s largest ever IPO.

Partner Chris Swift is also a highly regarded member of Allen & Overy’s capital markets team.

Peers in the market recognise the increased strength of Allen & Overy’s China M&A offering. As one peer notes: “A&O is really investing in its China-side practice. You can see that with the kinds of deals it has recently been getting.”

The firm’s high profile in this area of late is the result of landing numerous cutting-edge mandates over the last year or so. In one key life sciences deal, for example, partners Peter Thorp, Jing Wang and David Esseks advised Novartis on its Rmb850 million (US$131 million) acquisition of 85% of private company Zhejiang Tianyuan Bio-Pharmaceutical. The target company is one of China’s largest influenza vaccine manufacturers, and the deal signals the first time that Novartis Vaccines and Diagnostics has made such a China acquisition. US-based company required a significant FCPA investigation and a compliance programme in order to complete the deal.

Partner Victor Ho is known as a leading lawyer in this area.

Allen & Overy regularly advises clients on a broad range of real estate work, including blue chip investments and top real estate financing. The firm’s clients include investors and real estate funds, and A&O’s leading M&A, capital markets and funds practices help to support the full range of clients’ needs in this sector.

In March 2011, the firm represented a leading financial institution in its role as senior lender on the sale of Shanghai’s The Center to China Pacific Insurance. The deal was valued at approximately US$650 million and involved complex financial agreements on the closing.

A&O’s real estate team also advised Warburg Pincus on its proposed Project Cape acquisition of interest in commercial real estate projects developed by Singapore-listed CentraLand limited. The potential acquisition is particularly complex and involves agreements that include share swaps and warrants that must be compliant with Chinese laws and regulations, as well as Singapore Exchange listing rules. Matthias Voss and Joseph Tse are key construction and real estate partners.

Allen & Overy’s leading finance and M&A practices often lead to finance-related dispute mandates, as well as international arbitration work. Beijing-based Peter Thorpe is the managing partner of the firm’s mainland China practice, and he brings deep experience to the China team’s dispute resolution offering. Thorpe is an arbitrator with the CIETAC panel, and routinely serves as Chairman and arbitrator on several CIETAC arbitrations. In addition, he serves on the HKIAC panel of arbitrators, and has been sole arbitrator for many of PRC-related arbitrations with the ICC.

The well regarded banking practice at Allen & Overy is leading across a range of matters, including pre-IPO financings, asset finance, real estate finance, and Chinese inbound and outbound investments. The firm’s banking team routinely receives major mandates from leading Chinese and international banks across the region. One client notes: “Allen & Overy has a very strong franchise in syndicated loans. It is a very well established firm and we have a longstanding, traditional relationship with it.”

Partners Vicki Liu and Joseph Tse are highly recommended.

Allen & Overy has also managed to maintain its excellent debt capital markets practice and buck the trend of magic circle firms in Hong Kong, which have been losing market share to their US counterparts. This is especially true of high yield work. One partner at a rival firm says: “Allen & Overy has really been able to ride the market. It has used its expertise to stay competitive in high yield as well as convertible bonds.”

A rising presence in the region, Allen & Overy’s M&A team in Hong Kong and greater China has been gaining momentum with a series of leading mandates. “The firm has really put together a strong team this year,” says one partner at a rival firm. “It is really becoming even more of a presence.”

Clients also seem pleased with A&O’s robust M&A offering. “It is a very professional team and it has good coordination across its offices,” says one client. “The firm gives aggressive advice but also reasonable suggestions. I give it the highest rating for professionalism.”

The firm’s team was recently boosted by the relocation of experienced M&A partner Chris Swift from its Tokyo office.

This past year, A&O’s M&A partners represented Starr International on its strategic investment into China’s Dazhong Insurance after one year of negotiations.

The project finance and structured finance practices are the outstanding strengths of Allen & Overy’s Tokyo office. Partners Aled Davis and Adam Moncrieff are luminaries in the project finance space, while counsel Aaron Comerford is sought by clients for his skills in derivatives and structured finance.

“On the derivative side, Aaron Comerford and Seiji Matsuzoe is a very good team who can provide seamless services from an international perspective plus a Japanese local input,” says one client. The duo is working on one of the most high profile instructions in the structured finance and derivatives space in Japan last year. They advised a group of 10 international and domestic financial institutions on the establishment of the first credit derivatives central clearing platform in Japan at the Japan Securities Clearing Corporation.

On the finance side, a standout transaction was the firm’s representation of The Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Securities International on their acquisition of a portfolio of project finance assets from the RBS. Counsel Mark Heimendinger joined Allen & Overy in October 2010 and brought with him expertise on real estate finance.

“This firm always tries its best to find a solution for our company while meeting the requirements of the counterparty,” says one joint venture client of Allen & Overy. The firm’s integrated team of Japanese and foreign lawyers, led by Nobuo Nakata, Osamu Ito and Simon Black, have been engaged on various outbound, inbound and domestic matters in the past year.

In one high profile deal, the firm advised Bank of Tokyo-Mitsubishi UFJ and Mitsubishi UFJ Securities International on their proposed asset acquisition from RBS. The assets acquired was a portfolio of complex project financing loans, which consisted of natural resources, power and other infrastructure assets in Europe, the Middle East and Africa.

The projects and energy practice of Allen & Overy’s Tokyo office generated much respect from clients and peers alike. Lead partners Aled Davis and Adam Moncrieff enjoy an excellent reputation in the market. The opening of the firm’s Australian and Indonesian offices in the past year has boosted the energy practice as both jurisdictions are important strategic markets for Japan.

Active on the lender’s side, the team advised JBIC, The Export-Import Bank of Korea and Nippon Export & Investment Insurance, and a syndicate of private sector banks in the US$2.6 billion financing of a US$3.7 billion second stage oil refinery complex in Egypt. This project will be one of the largest project financing initiatives to date for Northern Africa.

It is not just Allen & Overy’s excellence at documentation and closing transactions that sets it apart, claims one client. It is the firm’s ability to work towards the interest of the transaction.

Kenneth Aboud’s capital markets practice is rated especially highly. Clients value the team’s financial acumen and understanding of business needs.

This year, renowned capital markets lawyers Kenny Kwan and Lock Yin Mei advised the banks on the Hutchison Whampoa business trust listing. The US$5.8bn deal marked the largest IPO to date in Singapore and Southeast Asia and involved coordinating counsel representing multiple jurisdictions. On the project finance side, former Tokyo based banking partner, Jason Humphreys, advised lenders BP, Standard Chartered Bank and ICON Capital on a subordinated financing deal worth US$2.4 billion for the Jurong Aromatics petrochemical project on Jurong Island, Singapore.

In another deal showcasing the firm’s Indonesia capabilities, Humphreys and partner Andrew Diggs are advising a US$450 million project in Tayan, West Kalimantan, Indonesia, to develop a chemical grade alumina plant.

Clients praise Humphreys for his experience as well as his “friendly and open minded character”. His understanding of Japanese clients’ needs well as market standards “enables him to come up with solutions that any transaction party can finally accept,” says one.

Riding on Asia’s buoyancy for inbound and outbound transactions, Allen & Overy’s team performed well this year.

Partner Christopher Moore represented Khaznah Nasional Berhad in the formation of a joint venture with Camco International, which is a clean energy producer listed on LSE’s Alternative Investment Market. The two companies engaged in a cross border M&A transaction to develop clean energy projects and carbon credit development in Southeast Asia.

Moore, banking partner John Richards, and London based partner Richard Hugh, advised Credit Suisse in a reverse takeover that created a London listed resources company Vallar. It acquired shares in Bumi Resources and Berau Coal Energy for a combined total of US$3 billion with the goal of creating a globally-recognised mining company.

Consultant Ban Leong Oo continues to impress. “He has come up with practical and creative solutions to complex problems in some very difficult jurisdictions,” says one client, while another describes him as “very thorough” and “responsive”. “He covers all possible legal and commercial angles when he looks at a problem and he meets tight deadlines. I’ve been very pleased,” adds the client.

Bolstered by the arrival of international oil, gas and LNG expert John Geraghty in February, Allen & Overy enjoyed another busy year with its Singapore team advising on a sizeable number of landmark transactions in the energy and natural resources space.

Partner Jason Humphreys is lauded by peers for his creative thinking. “He understands the commercial side to a transaction well,” says one client, while another praised his “great work ethic and strict adherence to deadlines”.

In a highlight this year, Humphreys advised British Petroleum, Standard Chartered Bank and ICON Capital Corp as subordinated debt lenders and participants in relation to the US$2.4 billion Jurong Aromatics project in Singapore. He is also acting for Antam and Showa Denko, as sponsors, and Indonesia Chemical Alumina, as borrower, in relation to the JBIC financed US$400 million Tayan alumina project in West Kalimantan, Indonesia.

Partners Kayal Sachi and Andrew Roche are notable contacts in the sector, while peers are expecting big things from new arrivals Charlie Grover and Yuko Hurley.

Allen & Overy has had a busy year in the banking and debt capital markets areas, with experienced partner Arkrapol Pichedvanichok leading on many deals. One client praises Pichedvanichok as “good on technical issues and also prepared to be commercial.” A second client says: “He is flexible and tries his best to meet customer needs and develop relationships with clients.” The firm’s strong project finance practice across the region also leads to a number of banking-related mandates.

One recent highlight saw Allen & Overy’s capital markets team advising PTT Exploration and Production on its US$500 million Regulation S/Rule 144A bond offering.

Despite being in the higher fee class of most international firms, Allen & Overy’s Bangkok practice is still known for providing good value say clients. As one client notes: “The firm turns around drafts very efficiently. It is good value for money … and more economical than other leading magic circle firms.” Another client appreciates the way in which the A&O team is prepared to go the extra mile. “We appreciate the ad hoc legal training from time to time that Allen & Overy has provided for us. The firm is really customer-oriented with its services.”

On M&A transactions, Allen & Overy’s team is particularly strong on real estate-related cross-border work. Managing partner Simon Makinson’s deep experience on inbound and outbound M&A deals are a huge asset to the firm. Arkrapol Pichedvanichok also recently advised BEC World PCL as lead arrangers on the Maleenont family’s sale of their shares via an accelerated global tender valued at Baht 3.4 billion (US$113.7 million).

Allen & Overy’s presence in the construction and real estate sectors in Thailand stems primarily from its connections with local and international banks and the firm’s strong project finance practice, which is led by partner Stephen Jaggs. The firm’s international network means that the Bangkok office is often seen advising international financial institutions on their investments into domestic Thai and regional projects.

In one deal highlight, Jaggs led a projects team advising the International Finance Corporation on a 73-megawatt solar power project to be built in Thailand. The team also recently advised the Kansai Electric Power Company, EGAT International and LHSE Holdings on the English and Thai law aspects of the financing and development of the 282-megawatt Nam Ngiep 1 Hydropower 1 Project.

Allen & Overy has a niche but expert dispute resolution practice focusing on highly complex financial matters. Partner Dumnern Subpaisarn brings experience in litigation and corporate law to the team, and is well regarded when it comes to bankruptcy and administrative court work in Thailand. One clients says it rates A&O’s disputes team highly and “use it for legal advice including but not limit to general legal advice on various laws, drafting and reviewing agreements, and opinion on litigation cases”. Another client says: “The partners are very professional. They are approachable and committed.”

Allen & Overy’s disputes clients include Alphatec Electronics, Nakornthai Strip Mill, PricewaterhouseCoopers Group and Standard Chartered Bank.

Allen & Overy’s involvement in the energy and natural resources sector is derived primarily from its strong project finance practice in Thailand and across the region. Leading banking and projects partner Stephen Jaggs often spearheads financing work on complex projects, and his work is bolstered by the firm’s international relationships with major lenders.

The Allen & Overy team continues to represent Kansai Electric Power Company, EGAT International and LHSE Holdings in relation to the development and financing for the 282-megawatt Nam Ngiep 1 Hydropower 1 project. The team has also advised International Financial Corporation in connection with off-grid village hydro projects in Lao PDR.