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

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.

Baker & McKenzie has attracted roles on a number of sizable deals this year, particularly in M&A transactions. The firm also enjoys a busy work flow in capital markets.

In banking and project financing deals, the firm has been highly visible in the power and real estate sectors. It advised PPT Asahi Chemical Company on the financing of a Greenfield project, totalling US$400 million. In real estate transactions, the firm worked for United Overseas Bank (UOB) on the Bt1.1 billion long-term refinancing for the development of Evason Phuket resort. UOB also retained the firm on the Bt1.8 billion financing for the Exchange Tower in Bangkok.

The firm had as good a year in the capital markets as possible in a rather desolate 2008. Barclays Capital Securities mandated the firm to act for it as arranger on the loan syndication and bond issuance by Bangkok Dusit Medical, valued at Bt8.5 billion (US$250 million). In Esso’s global IPO and shares listing on the SET, the firm acted as international and Thai counsel for the issuer in the Bt9.3 billion offering.

Bank of Ayudhya instructed the firm on the acquisition of GE Capital Auto Lease through the share purchase of GE Group, totalling Bt16.2 billion. Acting for the purchaser, the firm counselled Chemical on the US$164 million acquisition of Cognis Oleochemicals as well as ISS Facility Services’ Bt400 million acquisition of all issued shares in Golden Mind Services.

Kitipong Urapeepatanapong leads the capital markets and M&A practice, with the support of corporate partner Anurat Tiyaphorn and capital markets expert Komkrit Kietduriyakul. Kietduriyakul also heads up the banking and project finance team, together with Thinawat Bukhaman and Sawanee Sethsathira.

Chandler and Thong-ek enjoys a good reputation in project financing. With a close relationship with local banks, the long-established local firm has had exceptionally busy deal flow this year, with roles on a number of power and energy sectors.

This could be seen in its counsel for a group of lenders on US$196 million financing for Siam Power Generation, as well as the financing for a polyethylene project valued at US$190 million. The syndication of banks included Bangkok Bank and Mega International Commercial Bank.

The firm also attracted roles on the country’s first financing by Thai banks for a petrochemical plant in the US. Bangkok Bank, Siam City Bank and KfW IPEX-Bank engaged the firm to advise on the US$110 million financing to Alphapet for the construction of the project. One additional sampling saw a US$600 million hydropower projects in Laos, where the firm acted for the borrower Thuen Hinboun Power Company.

Foreign investors also sought the firm’s counsel on the applications for investment, promotion and implementation of BOI and Industrial Estate Authority of Thailand projects in industries ranging from petrochemical, hospitality to electricity, computer and mining.

International law firms often turn to the firm for Thai law on cross-border deals. Recent examples include the acquisition of Rio Tinto’s worldwide packaging business, GSK’s acquisition of UCB’s pharmaceutical business in emerging market countries, as well as the acquisition of the hard disc drive business of Fuji in Japan.

Name partner Albert Chandlers presides over the firm’s practice. Jessada Sawatdipong and Maria Makanas are active on project financing deals. Ratana Ponsombudlert heads up the M&A activities.

Clifford Chance has gained an increasing exposure on a number of large cross-border deals, especially in banking, projects and capital markets, where the firm showed great potential for growth.

Samplings include the Bt10 billion syndicated facility for Mitsubishi Motors, where the firm acted for a group of lenders such as Siam Commercial Bank, Bangkok Bank and Krung Thai Bank. It also advised Canadoil Engineering & Construction on the Bt1.4 billion inventory financing provided by Standard Chartered Bank as well as a Bt3.3 billion syndicated loan to Caisa.

Highlights of projects saw the US$130 million cross-border financing for Electricity Generating Public Company on the purchase of equity interests in a coal-fired power project in the Philippines. The firm acted as US, English and Thai counsel for the Thai power producer.

In capital markets, the firm has worked on a number of debenture and bond offerings. Standard Chartered Bank mandated the firm on its proposed issuance of unsecured and unsubordinated short-term debentures, totalling Bt40 billion (US$1.2 billion). It also acted for Advance Info Service on the Bt7.5 billion offering of debentures.

The firm assisted foreign clients on their investments in Thailand. It represented Cobra International on the equity investments by strategic investors, valued from US$2 million to US$10 million. It also helped Siemens on the sale of a majority stake in Siemens Enterprise Communications. On additional example saw it counsel Solvay on the formation of a H202 plant in Thailand in a joint venture with Dow Chemical and BASF.

Counsel Doungporn Prasertsomsuk is praised as a capital markets expert and Passawan Navanithikul noted for his bank lending deals. Andrew Matthews, who specialises in corporate finance, heads up the M&A practice.

DLA Piper offered advice to international clients on issues such as business expansion, joint venture formation, shareholders agreements as well as corporate transactions.

This year, Fujitsu Australia instructed the firm on the A$48 million (US$40.3 million) acquisition of Supply Chain Consulting’s entire issued share capital. It has also worked on transactions in industries such as telecoms, education, energy, and real estate.

Supreedee Nimitkul and Chanvitaya Suvarnapunya oversee the financial and corporate practice.

As one of the most reputable local firms, Hunton & Williams proved its strength in banking and project finance. It also had a good performance in capital markets.

This year the firm has been involved on a number of power and energy projects, such as a US$750 million dual-currency financing for an Independent Power Producer (IPP) project. The firm also advised GHECO-One, a subsidiary of Glow Group, in the US$460 million financing provided by seven international banks such as Sumitomo Mitsui Banking Corporation and Standard Chartered Bank. It also acted for the borrower in the Bt9.9 billion (US$291 million) Baht financing advanced by Kasikornbank and Bank of Ayudhya.

One more sampling saw PTTAC mandate the firm on the debt financing for the development of a petrochemical plant in Thailand provided by a syndication of banks such as BTMU, HSBC, ING Bank and Mizuho Corporate Bank. One other deal of note was the firm’s counsel to Kasikornbank on the Bt 8.4 billion (US$247 million) credit facility for the Thai Petroleum Pipeline Company.

In capital markets, the firm attracted a role on the Bt1 billion (US$29.4 million) IPO of Thai company Synnex on the SET where it advised the issuer. Bangkok Mass Transit System, operator of the Bangkok Skytrain System, also engaged the firm on a retail bond offering for the repayment to its rehabilitation plan creditors, totalling Bt12 billion (US$352.8 million).

Notable M&A deals saw the firm’s advice to BP Overseas Development, a subsidiary of Banpu, on the US$420 million acquisition of 78.4% shares in Asia-American Coal, which owns coal mines and business in China. It also worked for Global Power Investments (GPI) on the sale of its equity stake in GPI Quezon to Electricity Generating in Thailand.

Stephen John Bennett leads the M&A and capital markets team. The banking and project finance team is co-headed by Surasak Vajasit and Edward Koehler. The firm saw the arrival of Manida Zinmerman from White & Case. Zinmerman specialises in corporate and cross-border transactions. Other leading individuals include Nithi Laophulsuk and counsel Richard Savage.

LawPlus had a productive 12 months, winning mandates from foreign banks and companies on inbound investment deals. It also offers advice on Islamic financial issues, such as representing Malaysia’s RHB Islamic bank on the US$3.5 million commodity murabahah (deferred sale) facility to Asiasons Investment for its acquisition of a 49% share in Narong Sea Foods in Thailand.

Canadian Imperial Bank of Commerce (CIBC) also instructed the firm on the extension of a syndicated loan to Celestica Thailand, a manufacturer of electronic and telecommunications equipment, and medical instruments, valued at US$250 million.

Samplings of M&A activities saw the firm working with foreign investors such as Japanese company Sumida, which engaged the firm on a Bt70 million acquisition of interests in a local computer-parts manufacturer. Other deals of note include advising a UK food manufacturer on the 51% share acquisition from its Thai partner company and the representing a Singaporean food retailer on the Bt2.5 million takeover of food manufacturer DLF Thailand.

Leading partner Kowit Somwaiya presides over the firm’s practice.

Linklaters is highly-respected for its financial and corporate practice in Thailand. This leading firm offers solid advice to local and international banks, financial institutions and investors.

In January 2009, the firm worked on the Bt10 billion (US$294 million) financing to IRPC, advising a group of local banks such as Bangkok Bank, Thai-Exim Bank, Kasikornbank and Drung Thai Bank. A syndication of banks led by Standard Chartered Bank also turned to the firm on the Bt5 billion (US$147 million) financing to Taksin Properties for the development of a residential condominium.

Highlights of capital markets work saw the firm’s role on a number of debt transactions. JPMorgan Securities called on the firm to advise its role as sole bookrunner and lead manager on the US$150 million convertible bond offering by Italian-Thai Development.

Acting for local clients, the UK firm provided advice to Glow Energy on the Bt4 billion guaranteed debentures offering for the construction of a coal-fired power plant.

Highly regarded by international banks, Linklaters has won roles on several debt transactions. This includes the US$150 million issuance of convertible bonds by Italian-Thai Development, where it represented JPMorgan Securities as sole bookrunner and the lead manager.

In M&A, AIG engaged the firm on the US$58.7 million sale of its consumer finance business to Bank of Ayudhya. It also acted for TPG on the sale of a 42% stake in BankTai to CIMB Bank, valued at Bt8.1 billion (US$238 million).

Wilailuk Okanurak and Pichitpon Eammongkolchai co-head the financial and corporate practice in Thailand.

Mayer Brown JSM enjoys a solid base of international clients. This year, it has been highly visible in the power, energy and aviation sectors as well as some non-performing loan (NPL) transactions.

Japan Bank for International Cooperation instructed the firm on the financing for a new manufacturing facility in Thailand, totalling US$300 million. It also advised KfW on the Bt3.5 billion (US$103 million) refinancing of a Thai power company. And the firm represented a European Bank on the aircraft lease financing with a Thai airline.

Mayer Brown JSM enjoyed a good year in capital markets too. It advised the Thailand subsidiary of Financial One Corporation on its listing on the Singapore Stock Exchange. It also offered advice on short-term bond offerings and the private placement of shares for banks, corporations and investment houses from the US.

In addition, the firm worked for two international financial funds on the sale of NPL portfolios by a group of local banks including Siam Commerical Bank, Bank Thai and Krung Thai Bank. Other active corporate clients include Diageo, Bakkavor Asia and local energy corporation PTT.

Peter Burke and Nipaporn Weskosith head up the banking and corporate finance team. The capital markets practice is led by Sathaporn Jumsuk. Steven Miller is well known for restructuring and insolvency work.

Norton Rose has enjoyed a growing exposure on transactions across real estate, manufacturing and energy, attracting local and foreign clients on banking and finance as well as capital markets deals.

Bank of Ayudhya offered the firm roles on two real estate financings, including a Bt1.4 billion credit facility for resort property Soneva Kiri and a Bt1.55 billion (US$45.6 million) facility for Evason Phuket. It also assisted Bangkok Bank on a Bt4 billion loan to vehicle and aircraft tyre manufacturer Michelin Siam for the refinancing of its short term debts.

In capital markets, Bangkok Bank and Kasikornbank retained the firm on a number of bond offerings by Toyota Leasing. This included the Bt4 billion debentures issuance in February 2009 and the Bt1.2 billion issuance in November 2008. Along with CIMB Thai Bank, the firm represented the two local banks in Toyota Leasing’s guaranteed Baht debentures programme established in April 2009, with a Bt4 billion bond issuance in the first tranche.

Notable M&A achievements were found in energy and property deals. For example, IRPC instructed the firm on the Bt3.7 billion acquisition of tank farms and tug boats from Rayong Tank Terminal Company. MFC Asset Management also sought the firm’s counsel on the acquisition of two Thai property portfolios valued at US$34 million and US$28 million respectively. Other deals of highlight include the firm’s advice to Sindicatum Clean Energy on the US$36 million structured investment by its affiliate in two CDM (clean development mechanism) projects and a power plant.

Somboon Kitiyansub and Phillip John head up the firm’s practice in Thailand.

Herbert Smith

Herbert Smith’s corporate team provided advice to GE on the sale of its shares in GE Plastics in Thailand over the last year. It also worked for a Hong Kong private equity fund in the US$28 million acquisition and financing of the development of five resort properties in Phuket.

It advised an upstream energy company on the construction of offshore wellhead platforms. It also represented an international pipeline contractor on contract claims for the installation of a sub-sea gas pipeline in south-east Asia.

Counsel Rashane Leerabandhu heads up the firm’s corporate and commercial team, which is experienced in international trade and investment, real estate, energy and natural resources sectors.

Siam Premier International Law Office acted as Thai counsel for a group of lenders on a US$750 million financing to Gheco-One, an affiliate of Glow Group, for the development of an IPP project in the country.

In capital markets work, it acted on a convertible bond issuance by Ital-Thai Development and also provided advice to the issuer on the US$150 million offering. JPMorgan Securities acted as sole bookrunner and lead manager.