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.

Clients from the aviation, power and energy, and real estate sectors turn to Baker & McKenzie for project finance, bank lending and capital markets work.

China Eastern Airlines mandated the firm on deals such as a US$187 million French tax optimised deal by four affiliates of HSBC France and another US$550 million financing provided by China Development Bank for the pre-delivery payment of over 50 different types of aircraft. Harvey Lau also acted for Air China on the financing of 12 aircraft through the use of a French tax enhanced structure, totalling US$705 million.

The firm’s project finance deals include the financing for a dual-gas pipeline across central Asia, where the firm advised the sponsor CNPC on the US$11 billion project. On a separate US$3.95 billion transaction, Stanley Jia represented State Grid Corporation of China (SGCC) on its takeover of a 25-year concession of a nationwide transmission system and electricity grid in the Philippines.

In capital markets, China Eastern Airlines retained the firm on the subscription of new shares by parent company China Eastern Air Holding Company, valued at Rmb7 billion (US$1 billion). In the private placement of convertible notes by China Green Holdings, head of US securities group Scott Clemens represented the company on the US$10 million placement.

Hong Kong-based Andrew Lockhart led the banking and finance team. Barry Cheng heads up the project finance practice. Other leading lawyers include securities specialists Jackie Lo and Pui Hong Chik, who are based in Beijing.

Clifford Chance had exposure on some of the largest cross-border transactions and projects in the oil, energy and natural resource sectors. The firm maintains a solid international client base, while a growing number of domestic financial institutions engage it on regional financing work.

Examples include the representation of Credit Suisse on a US$60 million credit facility to Western China Cement for a cement production plant in north western China. Bank of China also sought the firm’s counsel on a US$455 million syndicated export credit financing for Indonesia’s state-owned power utility. One of the most high profile project financings was from China Development Bank, which consulted the firm as lead manager on the construction of a gas pipeline that spanned across central Asia to China and cost US$11 billion.

The firm’s capital markets practice enjoys a strong reputation on debt transactions, led by partners Connie Heng and Alex Lloyd. The firm acted for JPMorgan in a securities tender offer by KCC Corporation for the repurchase of three tranches of exchangeable bonds valued at US$200 million.

Managing partner Stephen Harder heads up the China practice, teaming up with banking and finance partner Bruce Schulberg. In July 2009, the firm’s Beijing office saw the promotion of Yang Tiecheng to partnership to enhance its financial regulatory practice.

Freshfields Bruckhaus Deringer enjoys an excellent reputation in capital markets, while its banking and finance practice has attracted roles on large-scale energy and real estate projects.

In July 2009, the firm acted for underwriters HSBC and Morgan Stanley on the US$213.6 million Hong Kong IPO and global offering by Bawang Group. Property developer Soho China also turned to the firm for its HK$2.8 billion (US$361.3 million) issuance of convertible bonds. And the worked on China Resources Power Holding’s US$776 million rights issue in June, representing financial adviser Goldman Sachs.

The firm was also involved on the Uzbekistan portion of a major gas pipeline project when it advised Asia Trans Gas on a US$3.5 billion limited recourse financing.

Managing partner Teresa Ko and Robert Ashworth head up the team, supported by Chris Wong and Antony Dapiran. Leading finance partners include Bruce Cooper and Yeelong Tan.

Linklaters has had an impressive year in capital markets and maintained its strength in its broad banking and finance practice, which covers syndicated lending facilities, leveraged acquisition finance, structured lending and trade.

Merrill Lynch mandated the firm on its role as lead manager on the issuance of US$500 million convertible bonds by Chinese property developer Country Garden Holdings. It also worked on CHMI Finance’s issuances of guaranteed notes, totalling US$500 million, acting for the issuer and guarantor China Merchants Holding.

One more example saw it represent a Chinese bank as facility agent on a secured bilateral loan to a joint venture oil field service company.

Trevor Clark leads the banking and finance practice. Capital markets partner William Liu was transferred from Hong Kong to Shanghai this year. Other leading lawyers include Paul Chow and Betty Yap.

Shearman & Sterling boasts a strong track record in project finance and capital markets. Power, oil, petrochemical and energy projects dominate the practice.

It advised Dow Chemical Company on the financing of a coal to chemicals project in north western China, as well as on the development of a refinery, ethylene cracker, downstream petrochemicals and petrol station in southern China, valued at US$9 billion and US$5 billion respectively. International Petroleum Investment Company (IPIC) also consulted the firm on its acquisition of a 17.6% equity stake in Oil Search. IPIC made the acquisition by purchasing a five-year exchangeable bond issued by the Government of Papua New Guinea, totaling US$1.1 billion.

Samplings of capital markets deals include its advice to Oppenheimer & Co as underwriter on the US$115 million convertible senior notes offering by ShengdaTech. And the US$276 million convertible note issuance by China Medical Technologies, where it acted for underwriters Morgan Stanley and Credit Suisse Securities. The investment banks also retained the firm on China Shangshui Cement Group’s Hong Kong IPO and Rule 144A/Regulation S offering, which raised US$269 million.

Managing partner Andrew Ruff heads up the project finance practice in China. Matthew Bersani and Alan Seem lead the capital markets team.

Davis Polk & Wardwell’s capital markets practice has one of the leading teams in China. The firm maintained a busy deal flow despite the market slowdown.

For example, it assisted joint bookrunners Credit Suisse and Merrill Lynch on the US$138 million offering of American Depository Shares (ADS) by Changyou.com and its parent company Sohu.com. Shangda Interactive Entertainment enlisted the firm on its Rule 144A offering of US$175 million convertible senior notes due 2011. One more notable deal saw the firm’s role on the US$434.6 million global offering of Renhe Commercial Holdings Company, a private operator and developer of shopping centres in China. It acted for joint global coordinators and lead managers including Morgan Stanley, UBS, BOCI and HSBC.

Partners Shao-Mao Chen, William Barron and James Lin are favourites with clients.

Herbert Smith’s banking and finance practice this year worked on several leveraged acquisition financings and energy projects. Renowned for its solid regulatory advice and good knowledge of local law, it also turned in a number of successful equity deals.

Financing deals saw its representation of China Datang on the HK$970 million (US$152.2 million) facilities advanced by China Construction Bank for the acquisition of shares in its Hong Kong listed subsidiary. It also assisted China Enterprise Capital on the financing from Standard Bank for the purchase of a majority stake in a Chinese clothing manufacturer.

China Development Bank turned to the firm on the US$1.34 billion financing to Sino Iron for a mining project in Western Australia. Other highlights include its advice to West China Cement on a US$60 million offshore facility arranged by Credit Suisse.

In capital markets, the firm advised bookrunners and lead managers on a number of securities offerings by Chinese companies. This included department store chain Maoye International’s US$354 million Hong Kong IPO and Rule 144A/Regulation S offering, where it assisted Goldman Sachs, HSBC, UBS and JPMorgan. The firm also advised China International Capital and Macquarie Capital Securities on the US$613 million Hong Kong IPO of China South Locomotive & Rolling. Counseling global coordinators Credit Suisse and Morgan Stanley, Herbies worked on the US$410 million IPO by Honghua Group, a land rig manufacturer in China.

The firm saw the arrival of Alexander Aitken and Michael Barker in Hong Kong to oversee the China practice. Leading banking and finance partners include Simon Meng and Anna Howell, while Tom Chau, Michael Fosh and John Moore lead the capital markets team.

Latham & Watkins obtained a fair amount of market share in capital markets this year, comprising some of the most noteworthy IPOs and bond offerings by Chinese companies. The firm also has a strong track record on regional project financings.

In the first half of 2009, the firm acted as counsel for issuers on a number of sizable capital markets deals. These included Renhe Commercial Holding’s US$434.6 million Hong Kong IPO, China Zhongwang Holding’s US$1.2 billion IPO and Real Gold Mining’s US$133 million IPO.

Debt work included advice to Chinese companies on the issuance of convertible senior notes. Examples include Trina Solar and China Sunergy which issued US$138 million and US$54.5 million notes respectively. In the real estate sector, Franshion Properties engaged the firm on its US$349 million rights issue for the financing of the acquisition of China Jin Mao Group from its parent Sinochem.

On project finance, the firm is particularly successful in power and energy projects. It acts for sponsors and lenders in projects that spread across Singapore, Indonesia, Laos and South Korea.

The firm saw the addition of partners from Allen & Overy, such as Stanley Chow and William Woo. Other capital markets specialists include John Otoshi and David Zhang. Hong Kong-based Joseph Bevash leads the project finance team across Asia, working with Stephen McWilliams.

Norton Rose has seen a gradual expansion of service across syndicated lending, structured trade and project financing, and has a growing capital markets practice. For example, the firm worked on the US$291.5 million financing for the delivery of containerships for COSCO Containers, advising a group of lenders including Calyon, DBS and ING. CITIC Pacific also engaged the firm on the US$380 million term loan facility for the shipment of magnetite to CITIC’s steel mill in China. One additional financing was a mandate from China Development Bank on a US$100 million loan facility to Banco de Chile to finance projects in the agricultural, mining and forestry industries.

The firm’s project finance work has been boosted by the May 2009 arrival in Beijing of Tom Luckock. Specialising in climate change, Luckock led a number of projects relating to renewable energy. Of note was his advice to Climate Change Capital on several deals such as the purchase of CERS from a coal fired power plant operated by Shenzhen Energy.

The firm also worked on a US$114.5 million KEIC backed loan facility to Kumho Tire in China, advising Natixis, Société Générale, HSBC, LBBW and SCB. Prosperity Minerals Holdings (PMHL) consulted the firm on its US$100 million warrant issue and high yield issue by subsidiary Upper Value Investment.

Hong Kong-based Yu-En Ong specialises in structured finance, work-outs and debt restructuring. Stephen Begley and Peter Burrows led a number of the banking and finance deals. Peter Haslam is a capital markets specialist.

Simpson Thacher & Bartlett is highly visible on some of the country’s most sought-after deals in capital markets.

It advised Vision China Media on its US$276 million ADS offering and sportswear retailer Pou Sheng International on its US$300 million Hong Kong IPO and global offering. On Shanshui Cement Group’s US$269 million IPO and Rule 144A/Regulation S offering, the firm acted for bookrunners Morgan Stanley and Credit Suisse.

On the debt side, the firm worked on the US$138 million offering of convertible senior notes by energy company Trina Solar, acting for underwriters Credit Suisse, ABN AMRO and Deutsche Bank Securities. China Medical Technologies also mandated the firm on its concurrent offerings of US$274 million convertible senior notes due 2013.

Partner Leiming Chen and Chris Lin led a number of capital markets deals in China.

Skadden Arps Slate Meagher & Flom acted as international counsel to Chinese companies and underwriters on a range of public and private financings.

One of the leading advisers on global securities offerings, the firm counselled Merrill Lynch as sole dealer manager on Galaxy Entertainment Finance’s tender offer to purchase various senior notes.

Meanwhile, solar cells manufacturer JA Solar Holdings sought the firm’s advice on its US$400 million convertible note offering, while the firm also represented China Fundamental Acquisition Corporation on its US$34 million IPO. Casino and resorts owner Wynn Resorts turned to the firm on its US$348 million offering of common stock.

Beijing-based John Christianson is well known in the market while other leading individuals include Peter Huang, Gregory Miao and Edward Lam.

Sullivan & Cromwell is one of the most active players in capital markets and turned in an impressive deal list this year. This included its advice to DE Shaw on two private placements of floating rate secured exchangeable bonds by Happy Genius Holdings, valued at US$350 million and US$200 million respectively. DE Shaw entered into a total return swap with Deutsche Bank AG in connection with US$150 million and US$85 million exchangeable bonds during participation of the offering.

The firm also worked for underwriters Credit Suisse, Morgan Stanley and Merrill Lynch in the offering of SEC-registered ADS offering by Vision China Media, which raised US$101 million. One additional deal saw its counsel for KongZhong Corporation in the placement of US$6.8 million senior convertible note.

Robert Chu and Chun Wei head up the firm’s practice.

White & Case has gained greater exposure on a number of key power projects over the last year, as well as on cross-border financings. It advised China Development Bank on a US$300 million financing of unsecured term loan facility for Tlemar Norte Leste, a telecommunications company from Brazil. CDB also retained the firm on a US$750 million credit facility for Indian company Reliance Communication for its procurement of equipment from Chinese suppliers Huawei and ZTE Corporation.

In the energy and power sectors, the firm acted for Hongyanhe Nuclear Company on a US$5.5 billion loan for the construction of a nuclear power station in north eastern China. It also advised CDB and Bank of China as arrangers on the structuring, negotiation and documentation of a generation nuclear power plant.

In acquisition finance, the firm represented CDB on a €220 million financing for Zapp N.V to refinance a loan provided by CDB for the acquisition of Qualcomm’s minority interests in Zapp’s Portugal. Partners Li Xiaoming and Steve Payne also led deals for CDB on numerous domestic and cross-border financings.

Li Xiaoming and Steve Payne in Beijing head up the banking and finance practice, together with Shanghai-based Karen Tang. Hallam Chow in Hong Kong is also active.

Lovells can boast an impressive deal list across leveraged buyouts, structured financings, syndicated lending and IPOs. The firm advised a consortium of lenders on a US$2.25 billion financing facility to China Huaneng Group for the funding of its acquisition of a stake in Singaporean company Tuas Power.

It also worked on the financing of Baring Private Equity’s US$360 million take private of Nord Anglia Education, acting for lead managers Credit Suisse, Barclays, Mizuho Corporate Bank and United Overseas Bank.

In capital markets, the firm obtained roles on several IPOs by Chinese companies, such as the US$133 million Hong Kong IPO by Chinese liquor distributor Silver Base Group. It also acted for Central China Real Estate on its US$176 million IPO sponsored by Morgan Stanley.

The firm’s capability was boosted by the lateral hiring of banking partner Owen Chan. Gary Hamp heads the banking practice and is supported in Beijing by partner Fred Chang. Jamie Barr and Terence Lau lead the capital markets practice.

Mallesons Stephen Jaques has seen a growing deal flow in capital markets this year. Despite the market downturn, it managed to gain a fair exposure in private placement and IPO work.

BOC International instructed the firm to advise on its role as placing agent in the HK$3.9 billion (US$503 million) financing of three coking coal mines in China, which is jointly developed by Fushan International Energy Group and Fortune Dragon Group. It also assisted Real Gold Mining on its US$133 million IPO, obtaining a ‘chapter 18’ waiver in the process. And it represented Knigsway Capital as sponsor on the listing and placing of shares in Come Sure Group, a manufacturer of paperboard and packaging products.

JPMorgan, Societe Generale and ANZ Bank turned to the firm for issues such as documentation of the NAFMII Master Agreement, negotiation of CFETs Master Agreement, and preparation of IRS-linked to PBOC Bond under China’s NAFMII Master Agreement.

Key practitioners include David Olsson, Conrad Chan, Dieter Yih and Richard Mazzochi.

Morrison & Foerster enjoyed an increased presence in some of the largest IPOs this year including China Zhongwang Holdings’ US$1.2 billion Hong Kong IPO, where it acted for underwriters and sponsors CITIC Securities Corporate Finance, JP Morgan and UBS.

It also worked on the US$435 million IPO by Renhe Commercial Holdings, representing underwriters BOCI Asia, HSBC, Morgan Stanley and UBS. The firm assisted BNP Paribas and ABN AMRO on the US$238 million Hong Kong IPO of Asia Cement Holdings, and advised BNP Paribas on the US$130 million listing by Solargiga Energy Holdings.

Issuer work included advice for Maoye International Holdings on its US$343 million Hong Kong listing.

The addition of Stephen Birkett from the Hong Kong Securities and Futures Commission is expected to further enhance the firm’s corporate finance capability. Leading individuals include Tan, Paul Boltz, Tien-yo Chao and Xiaohu Ma.

Highly recognised for its experience and knowledge on US securities law, O’Melveny & Myers lived up to its profile with work on some of the most high profile US listings this year.

The firm acted for underwriters Merrill Lynch and Deutsche Bank AG on the US$100 million Hong Kong listing and global offering by Chinese hotpot chain Little Sheep. China Distance Education sought the firm’s counsel on its US$61.3 million offering on the NYSE Arca, which was underwritten by Citi, Merrill Lynch, Oppenheimer and Piper Jaffray. And the firm advised the issuer on the US$53 million offering by ATA Inc on the Nasdaq.

The firm also boasts a pool of well respected capital markets talents such as Kurt Berney, Portia Ku, William Miller and David Roberts.

Paul Hastings Janofsky & Walker is a favourite for real estate clients and receives mandates on asset-based and leverage finance. In capital markets, it covers both equity and debt.

On Franshion Properties’ US$348 million rights issue, the firm advised financial adviser Deutsche Bank AG. It assisted Touch Media on the US$11.6 million Series B-1 financing provided by CDIP Capital, an affiliate of China Development Industrial Bank. And the firm worked on the restructuring and liquidation of Lehman Brother’s Asia real estate loan assets as well as its disposal of performing and non-performing loans from its portfolio.

Real estate clients that sought the firm’s advice include Shimao Property Holdings, which instructed the firm on its HK$1.9 billion top-up placement. On bond issuance, the firm represented YIHE Real Estate Holdings and Leading Peak Enterprises on the offering of secured convertible bond and exchangeable bond offerings to Goldman Sachs and CITIC Capital respectively.

Jim Hildebrandt, Julie Tuan and David Wang have led many banking and finance deals. Capital markets lawyers include Toshi Arai, Lin Huawei and Joel Rothstein.

Sidley Austin has a solid practice working for asset management companies and often assists Chinese clients on their overseas listings. It also obtained roles on several bond offerings this year.

State-owned company China Orient Asset Management instructed the firm on the formation of its joint venture for the disposal of non-performing loans. It also helped China Construction Bank obtain approval from the US Federal Reserve for the establishment of its New York branch.

Bank of China mandated the firm on two bond offerings, totaling Rmb1 billion and Rmb5 billion respectively. And Sidley Austin represented Nine Dragons Paper on its senior notes issuance, valued at US$300 million.

Henry Ding and Tang Zhengyu head up the firm’s banking and finance team in China. The capital markets practice is driven by its Hong Kong team of Timothy Li, Matthew Sheridan and Constance Choy.

Renowned for its high quality service, Slaughter and May this year worked on a number of important share placements.

In a US$2.4 billion H share placing, Morgan Stanley and ABN Armo Bank turned to the firm as placing agents on the placing of H shares in Bank of China by Royal Bank of Scotland Group. Assuming a similar role, the firm worked for Morgan Stanley and JPMorgan Securities on the top-up placing of US$251.7 million shares in Shimao Property Holdings.

More examples include its counsel for China National Building Material Company on the placing of 298 million H shares valued at US$302 million. American Express Company also instructed the firm on the sale of 638 million H shares in ICBC through a placing to private investors.

Benita Yu, Neil Hyman and Laurence Rudge are respected lawyers at the firm.

Cleary Gottlieb Steen & Hamilton has had an impressive performance in capital markets, and saw the arrival of Megan Tan who specialises in securities and corporate transactions.

Notable work includes its advice to initial purchasers Goldman Sachs and JPMorgan Securities on the purchase of US$175 million convertible notes issued by Shanda Interactive Entertainment. Credit Suisse also sought the firm’s counsel as purchaser of US$54.5 million convertible notes by China Sunergy. The firm also advised Credit Suisse as underwriter on a concurrent SEC-registered offering of 4,431,000 ADS.

Clayton Johnson and Robert Williams lead the firm’s team on most of the deals.

Jones Day worked on Shanshui Cement’s US$269 million Hong Kong IPO, where it advised joint underwriters Morgan Stanley, Credit Suisse and CCB International. It also advised Chinese company Amber Energy on its public offering and share placing on the HKSE. The clean energy company offered a total of 100 million shares at HK$1.66 per share. Barbara Mok and Alex Zhang led the deals.

JSM enjoys an excellent reputation in asset finance, asset backed lending, construction and real estate finance. The firm advised BNP Paribas on a US$264 million loan facility to refinance the debts of Lafarge Shui On Cement in China. Real estate related financing included acting for ICBC on a US$256 million acquisition finance for shares in a Beijing property developer, and HSBC’s US$55 million loan facility for a residential and hotel project in Shanghai.

Milbank Tweed Hadley & McCloy worked on the US$149 million IPO by Lumena Resources on the HKSE, advising the issuer. The firm also advised Lumena on the restructuring of a US$200 million secured pre-IOOP loan with warrants by Credit Suisse. Leading individuals include Douglas Tanner and Anthony Root.

Richards Butler has been found on several Hong Kong IPOs by Chinese companies. Of note was the US$100 million offering by Little Sheep Group, where the firm represented the issuer. Other issuer work include its work on Solargiga Energy Holdings’ HK$1 billion IPO and Artini China’s HK$622 million listing.

Hedge funds often turn to Weil Gotshal & Manges for restructuring and the work-out of private investments. It has been increasingly visible on equity-linked transactions, such as convertible and exchangeable bond offerings. Department head David Meredith has substantial experience in this area. Steven Xiang heads up the practice in China, which specialises in private placements and public offerings of securities.

Woo Kwan Lee & Lo advised China Automation Group on a number of capital markets deals, such as the placing of 126 million shares, the HK$193 million top-up placing of 86 million shares, and a dual primary listing on the HKSE. Leading partners include Carmelo Lee, Brian Leung and Annie Yiu.

Garrigues

Garrigues attracted roles on natural resources and construction projects this year. It also worked for foreign clients on issues relating to the upcoming Shanghai Expo in 2010.

The firm provided advice to listed water concession company Tedagua on a water treatment concession project in China, including the BOT agreement and the financing of the treatment plant which had a cost of €50 million. It also represented China Railway on a construction project in Venezuela. SEEI and Madrid Expo sought the firm’s counsel on issues relating to Shanghai Expo, such as construction contracts, commercial agreements and sponsorship issues. These deals were valued at €30 million and €15 million respectively.

Garrigues is also assisting Banco Santander on its business operations in China as well as providing regulatory advice and financing counsel. Francisco Soler heads up the firm’s banking and project finance team.