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

Allen & Overy’s banking and finance practice featured on roles in asset finance, structured finance, energy project financings, as well as on big-ticket equity capital markets.

The firm worked on a Rmb3 billion bond issuance by Bank of Communications, advising joint lead arrangers HSBC, Bocom International, Bank of China. Asset finance work included its counsel for Industrial and Commercial Bank of China Financial Leasing on an US$80 million sale and leaseback transaction for a Boeing B777 aircraft for British Airways.

Samplings of projects work include a US$70 million financing advanced by China Development Bank to Fiji Electricity Authority for the construction of a hydro-power plant, on which the firm acted for the bank lender.

Notable capital markets mandates include advising the issuer on a HK$1.2 billion (US$155 million) IPO and listing by Chongqing Machinery & Electronics Holding on the Hong Kong Stock Exchange.

The firm promoted Simon Black to oversee the China practice, while Joseph Tse was promoted to senior partner of the Greater China region. Allen & Overy also relocated partner Yvonne Ho and of counsel Kathleen Wong to China to further enhance its banking, finance and restructuring practice. Shanghai-based Matthias Voss is another leading lawyer for banking and finance, while capital markets experts include Richard Kim and Victor Ho.

Allen & Overy’s China corporate practice has been actively involved in high profile M&As. One highlight was its work for Merrill Lynch as independent financial adviser to China Unicom on the disposal of its CDMA business to China Telecom.

Although the firm saw the departure of seven partners to Latham & Watkins this year, it retains significant China expertise through partners Thomas Jones, Peter Thorp, Victor Ho and Ji Zou. And Mark Roppel was transferred from New York to Hong Kong to boost the firm’s China practice.

Allen & Overy’s dispute resolution practice in China has been working at over-capacity for most of the last year and has been actively recruiting additional lawyers. For example, Matthew Gearing relocated from London to the firm’s Hong Kong office in April 2008 to take over its arbitration practice in Asia. Meanwhile Beijing office head Peter Thorp has recruited associates in Beijing and relocated to Shanghai dispute resolution counsel Fai Hung Cheung. This now gives the firm a dispute resolution capability across the three major centres of Shanghai, Hong Kong and Beijing.

The practice has particular expertise on mis-selling, financial institution regulatory issues and corruption as well as arbitration. The recent turmoil and uncertainty in international financial markets has led to increases in the number of derivatives and distressed debt-related disputes on which the firm has been instructed.

For example, the firm is advising a major international bank on a number of mis-selling complaints made by a PRC corporate against the bank’s PRC sales team in relation to an interest rate swap transaction. It is also advising on related litigation and arbitration, as well as possible regulatory and reputation consequences of the complaints. This is the first time that enforceability of derivatives transactions has been tested in China for some 10 years.

Magic circle firm Allen & Overy has a varied practice that highlights one of the strongest finance offerings of the teams in this top tier. Acknowledged by the market for its banking, project finance, debt capital markets and structured finance prowess, the teams in these areas are highly-skilled and specialised. Although the firm lost a handful of top corporate partners in September 2008 to Latham & Watkins, its capital-raising talent managed to remain relatively unscathed. Its leading status in all the aforementioned areas kept the firm active on numerous transactions, from acquisition financings to MTN programme establishments to derivatives advisory work and loan reschedulings.

Prominent deals include advising Bank of China on a US$158 million bridge loan to Jade Green Investments and representing the lenders and guarantee provider in the US$210 million Cai Mep international terminal project financing. On the capital markets side, Allen & Overy assisted the Kowloon-Canton Corporation on forming its US$3 billion MTN progamme, and advised Standard Chartered Bank on the establishment and issuance of its US$115 million Start V CLO notes and underlying swap arrangements.

Hong Kong finance specialist Thomas Brown was recently appointed managing partner of the firm’s Asian offices and he leads a team that includes leading lawyers Joseph Tse, Vickie Liu, Andrew Harrow, Matthew Hebburn, Catherine Husted, Yvonne Siew, David Kidd, James Grandolfo and David Johnson.

Allen & Overy has a new corporate team this year after losing a bulk of its partners to Latham & Watkins in September 2008. The firm continues to focus on high end cross-border M&As and has brought in talent from all over the region to service clients. Last year, the firm advised Macquarie Media Group on the sale of its 60% interest in Taiwan Broadband Communications. Jeremy Hunt is a leading lawyer of this group.

Allen & Overy possess one of the most successful finance practices of the international firms operating in this space. Its project finance capability for example, is market-leading and the market gives credit to its structured finance and derivatives expertise. The team has proven acquisition finance experience and leading sponsors and lenders such as Japan Bank for International Cooperation (Jbic), Sumitomo Mitsui Banking Corporation and Marubeni regularly team up with the group. On the capital markets front, the firm excels in debt work, covering a range of products from various bonds to credit-linked notes to MTN programmes.

A highlight for the firm was its role in closing out Japanese market Lehman Brothers derivatives contracts during the bank’s insolvency. It also advised a syndicate of 10 commercial banks on the US$2 billion bridge loan facility to Lion Power Holdings for the acquisition of Senoko Power.

Allen & Overy has a corporate practice that focuses on innovative and high profile cross border transactions. It recently built up its team further by adding several international and domestic lawyers who are M&A specialists. As a top global brand, the firm is able to provide for clients access to its international network and excellent advice to Japanese corporations seeking information on outbound investments. A unique feature of the group is its ability to provide integrated strategic advice on domestic and international M&A transactions from both the legal and tax point of view in the structuring stages due to its resident tax specialists.

It advised Sumitomo Mitsui Baking Corporation on its investment into 11% of new shares being issued by Barclays. Also, Mitsubishi Corporation hired the firm as counsel on its strategic investment in a car leasing business in Turkey. Chris Swift, Nobuo Nakata, Osamu Ito and Hidehiro Utsumi lead the corporate team.

Allen & Overy repositioned itself in the market over the last year, quitting its Shook Lin & Bok partnership and obtaining a new QFLP license. Star project finance leader Nicholas Crossin’s relocation to the Abu Dhabi office may have unsettled the Singapore practice, but the recent acquisition of former Venture Law team – Lock Yin Mei and Kenny Kwan – helped mitigate the loss.

The firm took its biggest ticket instructions from the Indonesian government, advising the Republic on its S$650 million first international sukuk offer, which also represented the inaugural sovereign issuance by any Asian nation.

Sealing another key deal, the firm represented Citi, HSBC and ING Bank as lead managers to Korea’s Kookmin Bank on its S$1 billion senior guaranteed offer of the first Asian covered bond, which was also the first to use assets as receivables.

In one of the strongest performances in project finance a team, combining Singapore and London partners, represented Gammon Capital in Singapore’s first public-private partnership (PPP) social infrastructure project and also its longest tenor project financing to-date. The Asian island’s Institute of Technical Education (ITE) will use S$284 million PPP financing to develop ITE College West.

Nicholas Crossin, John Richards, Kayal Sachi, Kenneth Aboud and Jeremy Stoupas are some key names in the group.

Allen & Overy commanded a stable year in the corporate M&A department, picking up key deals that included representing the financing syndicate in Marubeni Consortium’s S$3.96 billion purchase of Temasek’s Senoko Power.

The firm also acted on the S$2 billion acquisition of foreign-run Chinese wind energy group Honiton Energy for Tanti Group, assisting the Indian buyer to structure its purchase through a joint venture vehicle with Arcapita Bank.

Representing another Indian firm, Sarda Energy & Minerals, Allen & Overy advised on a special purpose joint venture with the Indonesian company PT Tigadiya, based in Singapore and worth $40 million, which will allow its client access to Indonesian coal mines. Ban Leong Oo and Christopher Moore are recognised leaders in the group.

Regarded as one of the top firms within the financial and corporate space in Thailand, Allen & Overy has had an exceptionally impressive year across banking, project finance and corporate as well as capital markets.

The firm’s strength in banking and projects can be seen from its work in the power and energy sector. In a hydroelectric power project in Laos, the firm represented the lead arrangers such as Export-Import Bank of Thailand (Thai-Exim Bank) and BNP Paribas on the refinancing and expansion of the project. In another cross-border transaction, the firm advised syndicated lenders on the US$23.5 million loan to Cambodia Power Transmission Lines for the construction of the lines that span across the Thai-Cambodian border. The group of lenders included Thai-Exim Bank, Foreign Trade Bank of Cambodia and Asian Development Bank.

In capital markets, the firm landed roles on several IPOs and bond offerings such as Thai Tap Water Supply’s Bt4.2 billion (US$123.1 million) IPO on the Stock Exchange of Thailand (SET), where the firm acted for lead managers such as Kasikorn Securities, Tisco Securities Company and SCB Securities Company. Deutsche Bank also mandated the firm on its Bt4.2 billion (US$123 million) bond issuance. In Citigroup’s Bt2.4 billion (US$70.6 million) bond offering, the firm counselled managers including Citicorp Securities, Semico Securities and TMB Bank.

Within M&A, Thai Oil engaged the firm on a US$120 million purchase of 80.5% of Sak Chaisidhi Company’s shares from Shell Overseas Investment and Pattanakij Chemical. Bank of Ayudhya also engaged the firm on the Bt2 billion (US$58.8 million) acquisition of 99.5% interests and 100% shares from AIG Retail Bank and AIG Card, respectively.

Stephen Jaggs heads up the banking, project finance and capital markets team, together with Suparerk Auychai and Arkrapol Pichedvanichok, who are also active in corporate transactions, along with Simon Makinson and consultant Anchalee Limviriyalers.

Allen & Overy is growing steadily in the disputes arena. The group handles litigation and covers local disputes as well as cross-border cases. It represents a range of domestic and international clients, from listed companies to small entities in a variety of industries. It recently advised the founders of Blue Canyon Country Club on litigation relating to property ownership disputes. Dumnern Subpaisarn heads up the practice and brings 30 years of experience.