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

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.

Clifford Chance has made a smooth transition from its affiliation with WongPartnership to its newly-licensed QFLP status. Additional changes at partner level saw the firm recruit Simon Briscoe from Norton Rose, as head of asset finance in Asia, and Rahul Guptan from Indian firm Amarchand & Mangaldas & Suresh A Shroff & Co. The firm also promoted Andrew Brereton to the partnership and transferred Edward Bradley from London to jointly drive a new India capital markets focus with Guptan.

Last year saw the firm assist Bank of China (Hong Kong) to arrange S$4.2 billion subordinated loans to finance the acquisition of Tuas Power by China’s Huaneng Group – the first of the three Singapore power generating companies divested from Singapore sovereign Temasek’s cache. Acting as international counsel alongside local operators Drew & Napier, the firm worked to complete the sale and purchase financing deal within one week.

The firm also acted for BNP Paribas as lead arranger of a S$225 million facility for Indonesian state-owned oil and gas enterprise Pertamina to develop a polypropylene plant at its existing Balongan refinery complex in West Java, Indonesia. Made available through a trustee borrowing scheme, the January 2009 financing is the first for the oil sector to be covered by Japanese export credit agency NEXI (Nippon Export and Investment Insurance) natural resources and energy insurance.

Important work for the firm also included acting on wind power business Suzlon Energy’s S$500 million liability management transaction, where it represented JPMorgan and Macquarie Capital Securities as consent solicitation agents and as dealer managers on a zero coupon convertible bond offer by Suzlon. The complex transaction – which was one of the first of its kind in the Indian foreign currency convertible bond market – involved a combination of a consent solicitation, cash tender offer and exchange offer to the holders of two series of Suzlon’s convertible bonds. It also involved a new listing on the Singapore Stock Exchange as well as Indian regulatory negotiations. The firm also advised Deutsche Trustee as trustee for the holders of the existing convertible bonds and the new convertible bonds issued in exchange.

Another representative performance saw the firm assisting Citigroup Global Markets Singapore and Macquarie Capital Securities (Singapore) as placing agents. They raised S$299.3 million (US$201 million) through a private placement of new units in listed Singapore Reit Ascendas Real Estate Investment Trust, which is part of A-REIT’s equity fund raising programme.

Leading lawyers include Crawford Brickley, Rahul Guptan, Andrew Gambarini and Ting Ting Tan.

Linklaters retains a joint venture relationship with Allen & Gledhill, forgoing an application to the new QFLP scheme. Richard Ginks’ arrival from London is expected to boost the firm’s project finance capability.

The firm was also behind ICICI Bank and ICICI Bank Canada lending US$200 million to finance 90% of Aviva Global Services’ (Singapore) acquisition by the Indian IT company WNS.

Linklaters advised Abacus Capital on a US$7.5 million financing and up to £18.5 million (US$34 million) equity call option for Archipelago Resources. The equity call option was held by Abacus Capital International through Aurum, a managed fund, for London Stock Exchange-listed Archipelago Resources. The option could allow Abacus to acquire more than a 50% stake in Archipelago without triggering takeover code protocols.

The firm also advised Suzlon Energy Drive Technik GmbH on its takeover of REpower Systems. This was done through a voting pool arrangement, which gave Suzlon control over Areva’s voting rights, combined with a put arrangement, where Areva could put shares to Suzlon. To account for a substantial increase in REpower Systems’ share price during the transaction, the deal was restructured as a separate share purchase and sale arrangement to replace the original option agreement.

A star deal in February 2009 saw the firm act on CapitaLand’s S$1.84 billion rights issue, one of the largest by a Singapore company. Temasek sub-underwrote the issue by its wholly-owned subsidiary, and as the largest single shareholder the Singapore sovereign wealth fund took up its share of the common stock rights issue. The substantial numbers of US shareholders in the company were able to participate through a private placement exemption.

In another outstanding deal, Linklaters advised Goldman Sachs and Bank of New York Mellon on the first secured convertible bond for a Singapore Reit. Singapore’s largest real estate investment trust, CapitaMall Trust, raised S$650 million (US$478 million) from the sale of convertible bonds. This was used to partly finance the purchase of commercial real estate in the central business district for a total of S$850 million. Unusually for Asian bond markets, the bonds were secured against the newly acquired property.

Dean Lockhart, Kevin Wong, Philip Badge and Narayan Iyer are some of the team’s leading individuals.

Herbert Smith raises its profile thanks to solid relationships with the Asian Development Bank and its nearby affiliates as well as acquiring its new QFLP license. The leading reputation of Michelle Chen is also key to the banking and finance group’s success.

Exceptional roles included advising the Asian Development Bank on over US$500 million in proposed loans to banks in Vietnam, Maldives and Azerbaijan. This was in addition to US$150 million in support of the second phase of a US$1.82 billion telecommunications towers project spanning various Indian states by GTL Infrastructure, the largest independent towers business in India.

A key deal for China Development Bank saw the firm advising on a US$1.34 billion financing to several mining companies in Australia during the financial crisis-gripped final months of 2008. This was for the development of ultimately aborted projects that included a power station, desalination plant, roads, pipelines and port facilities.

Capital markets work included representing Stirling Coleman Capital and DBS Bank on the UK, US and Hong Kong securities law aspects of share placements, gearing up for the IPO of China Zaino International.

Latham & Watkins secured its new QFLP license, which enables the firm to practice Singapore law, and transferred senior lawyer David Miles from London due to his project finance expertise.

The firm’s high point this year came when it represented the Lion Power consortium in its acquisition of the Senoko Power company from Temasek. The firm advised on the more than S$4 billion financing that packaged a S$2.9 billion bridge loan and a ¥67 billion repowering loan.

A significant refinancing saw the team representing a syndicate of Bank of Tokyo- Mitsubishi UOB Asia, Sumitomo Mitsui Banking, DBS and Standard Chartered Bank lending US$750 million to Indonesia’s PT Adaro and its subsidiary Coaltrade Services to address the mining group’s existing term loans.

Key capital market mandates included a US$1.25 billion float for Vedanta Resources, the largest corporate bond offering completed in India, as well as a S$1.84 billion renounceable rights issue for CapitaLand and PT Indika Energy’s Indonesian IPO.

On a US$600 million renewable energy project financing, the firm assisted the sponsors to the expansion of a 210-MW Theun-Hinboun hydroelectric power plant development in Laos to a 500-MW capacity.

Joseph Bevash, Stephen McWilliams, Clarinda Tjia-Dharmadi, Mark Nelson, Jake Redway, Rajiv Gupta and Michael Sturrock lead the pack.

Milbank Tweed Hadley & McCloy acted for PT Adaro Indonesia in refinancing an US$80 million term loan facility guaranteed by PT Adaro Energy, PT Indonesia Bulk Terminal and Coaltrade Services International. Adaro again instructed the firm to advise on a US$40 million multicurrency revolving credit facility by the same guarantors.

Another highlight saw the firm represent Straits Asia in a US$300 million financing provided by Standard Chartered Bank, used partly to refinance the Singapore-listed miner’s existing bridge facility. As part of the deal, Standard Chartered was also issued warrants convertible into the company’s shares.

Milbank Tweed also represented Credit Suisse as dealer manager in the US$420 million exchange offer to GT bondholders of US-denominated callable secured bonds. And yet another highlight saw the firm advise Neptune Orient Lines on its S$1.44 billion (US$985 million) rights offering as well as TM International’s S$1.5 billion issue.

Norton Rose recruited Milbank partner Leigh Borrello to its banking team in October 2008 and the practice has enjoyed increasing visibility since.

One of its most impressive roles saw it advising Indonesian state-owned electricity company PT Perusahaan Listrik Negara (PLN) on three recent financings that are part of the Indonesian government’s 10,000MW new generation capacity programme. China’s Export-Import Bank (Cexim) has put S$481 million and S$124 million behind power plants in Pelabuhan Ratu, West Java and Aceh. And Bank of China arranged a US$455 million facility for another generating plant in Teluk Naga. The firm has represented PLN on all international loans in the social programme to date: new financing of more than S$2.5 billion in 2008. The loans are all guaranteed by the Indonesian Ministry of Finance and covered by Chinese export credit insurance.

In another star turn, the firm represented ICICI Bank on its partial financing of GMR Infrastructure’s S$1.4 billion acquisition of 50% of global power firm InterGen, the largest ever acquisition in the utilities sector by an Indian corporate.

White & Case moved London partner Sebastian Buss to the Singapore practice in March 2009 to supplement the banking and finance capabilities following the 2008 departures of Bertie Mehigan and Huey Yann Thong to O’Melveny & Myers. In addition, Brian Conway was seconded from London in August but he has since been replaced by a senior associate. The movements shift the team’s focus to more structured work and restructuring since last year.

One key deal saw the firm represent Deutsche Bank as arranger of a S$250 million financing to Big Profit Investment, a Cayman borrower with onshore subsidiary operations in China. The new loan refinances an existing S$210 million floating-rate note provided by Deutsche Bank in 2006. The transaction was complicated by the borrower’s simultaneous corporate restructure and involved restructuring existing warrants, prepayment of existing notes and loans, amendment and termination of certain security documents and drafting new security documents to reflect the new group structure and asset allocation.

Other work included assisting Sumitomo Mitsui Banking as arranger and lender in a US$123 million financing to Lone Star Fund VI (Bermuda), the latest of a series of Lone Star-brand closed end private equity funds to specialise in distressed investments, non performing loans, real estate and select corporate opportunities globally. Leading Lawyers include Chen Guan Feng.

Baker & McKenzie.Wong & Leow’s best known capital markets work last year saw the firm act as both international and domestic counsel to Esso Thailand on its US$269 million IPO on the Thai bourse. This was Thailand’s largest IPO in years, and the deal unfolded amid global financial and domestic political uncertainty. Structuring innovations included an extraordinary dividend payout after listing and a promise to maximise distributions in the future. The take-public also involved a stake sale by the Thai Ministry of Finance and the issuer’s recapitalisation and restructure in order to incorporate certain petrochemical assets.

Clients appreciate the service at Lovells Lee & Lee’s banking department. The firm advised Royal Bank of Scotland, HSBC, DBS Bank, Oversea-Chinese and Sumitomo Mitsui Banking as lead arrangers on the limited recourse financing of Genting International’s S$6 billion (US$4.4 billion) integrated resort in Singapore, Resorts World at Sentosa. The deal’s particular challenges included compliance with newly formed Casino Regulatory Authority requirements.

Another key deal saw the firm representing the lenders on the provision of bridge financing to China Huaneng Group for its acquisition of shares in Tuas Power.

Partners Ken Hawkes and Alex Wong were particularly commended by clients, who praised their responsiveness and understanding of their business, as well as their commercial and pragmatic advice.

Shearman & Sterling’s Singapore office is the seat of its project finance work in Asia and the team is well regarded for its capability in the area. It advised the eight mandated lead arrangers – Bank of Tokyo Mitsubishi-UFJ, Calyon, HVB Unicredit, ING, KfW, Maybank, Société Général and Standard Chartered Bank – on refinancing the 1000MW gas-fired Santa Rita power project in the Philippines.

The firm also represented the mandated lead arrangers on the dual-currency financing of Thailand’s GHECO-One independent power project (IPP), and advised the agents on agency aspects, and the hedging banks on the interest and currency swaps in connection with the financing. KfW, SMBC, Standard Chartered Bank, Bank of Tokyo-Mitsubishi, Calyon, Fortis and KBC arranged a S$460 million dollar tranche, while local Thai banks Ayudhya and Kasikornbank arranged the THB9.9 billion (US$288 million) Thai baht tranche. A consortium of GDF Suez group affiliate Glow Energy and Hemaraj Land and Development are to develop the 660MW coal-fired power plant at the Map Ta Phut industrial estate. The project relies on a complex web of facilities shared with other Glow Energy affiliates.

Another strong show of its capabilities in the region saw the team advise the borrower SP-PSA International Port and sponsors – including PSA International, PSA Vietnam, Saigon Port and Vinalines – in the S$227 million financing of the Thi Vai container terminal in a southern province of Vietnam. This was one of the first project financings of a port in the country.