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

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.

Despite a series of departures in recent years, Clifford Chance’s capital markets team has gone from strength to strength this year, with the firm continuing to impress in the debt capital markets space.

In one landmark transaction, partner Joan Janssen and senior associate Colin Dunlop led a team advising the joint lead arrangers and bookrunners on Hong Leong Investment Bank’s US$300 million bond issuance.

On the equity capital markets side, the hiring of widely respected former WongPartnership ECM head, Raymond Tong, in November 2010 stood the firm in good stead. Clients greatly value his experience, with one describing him as a “very serious lawyer with extensive knowledge of clients’ needs and local law”.

In a notable case, partners Amy Lo and Johannes Juette led the S$3.9 billion IPO of Global Logistic Properties on the SGX.

In the banking space, talent such as leveraged finance specialist Andrew Brereton, restructuring lawyer Andrew Gambarini, and projects and energy specialist Ting Ting Tan, continue to help the firm’s 20-member finance team stand out.

This year, Brereton represented ING, SBMC, Bank Mandiri, BTMU, Intesta Sanpaolo and Morgan Stanley, among others, on the refinancing of the US$285 million loan and US$315 million bond financing, closed in 2009, for the acquisition of PT Bukit Makmur Mandiri Utama by Northstar.

Clients rate the firm’s technical ability as well as its up-to-date advice. “The firm is very commercial and very knowledgeable about the markets it is in,” says one.

Led by structured and project finance specialist Philip Badge, Linklaters’ banking and projects team is one of the strongest in the market, with the firm regularly mandated to advise on some of the most complex banking transactions.

In one significant deal, Badge and capital markets partner Stuart Bedford acted for the arrangers in a case that provided US$6 billion in acquisition financing to Vedanta group for a controlling stake in Cairn Energy.

On the ECM side, partner Dean Lockhart represented Cebu Air, the operator of Cebu Pacific Air, in its IPO, which included the listing of Cebu Air on the Philippines Stock Exchange and the issuance of 187 million shares total. This IPO is reportedly the largest ever in the Philippines.

In Islamic finance, partners Kevin Wong, Dean Lockhart and Richard O’Callaghan advised Khazanah Nasional Berhad in the issuance of a S$1.5 billion sukuk offered in two tranches through Danga Capital Berhad, a special purpose vehicle.

On the project finance side, energy and infrastructure specialist Nathan Dodd is noted for his “exemplary legal service”. One client says he would not consider any other foreign counsel. “He does not limit himself to the four corners of the law,” he says. “He considers the practical and commercial aspects of the transaction in question, enabling the client to come up with a workable, and not just a legal, solution,” he says.

Clients also speak highly of the level of support offered by other partners in the team. “The guys at Linklaters are very vocal in front of the clients to make sure the banks get a good deal,” says one.

Latham & Watkins’ finance and capital markets teams worked on a number of significant transactions this year, with particular focus on Singapore, Japan, Indonesia and India.

In one laudable transaction, partners Clarinda Tijia-Dharmadi and David Miles advised the arrangers on a US$400 million bank loan for PT Saptaindra Sejati.

Miles also represented borrower STATS ChipPac in securing a US$360 million senior secured loan so that the company could repay outstanding debt.

On the project finance side, partner Stephen McWilliams, head of the firm’s project finance group, advised the lenders on the US$2.97 billion financing of the Hongsa Mine-Mouth Power Project.

Michael Sturrock, head of the firm’s capital markets practice, and partner Rajiv Gupta advised Indian MakeMyTrip on its US$80 million IPO and listing on Nasdaq. This IPO is only the fourth India-based company to go public in the US since 1999 and the first since 2005.

In another highlight, Sturrock and partner Min Yee Ng advised Temasek Financial (I) in issuing S$1 billion in 4.2% guaranteed notes due in 2050, the longest Singapore dollar-denominated bonds thus far.

Partners at the firm are lauded for their ability to creatively apply US and European principles and frameworks to ensure clients are protected and local issues are dealt with.

Under the guidance of managing partner David Zemans, and partners James Murray, Naomi Ishikawa and Giles Kennedy, Milbank continues to impress in spite of its comparatively small size.

This year, Zemans headed a team advising PT Harum Energy regarding its IPO, which is reportedly the biggest by an Indonesian coal mining company in the last two years. Underwritten by Goldman Sachs and Deutsche Bank, the IPO raised a total of Rp.2.86 trillion.

In October 2010, the firm also assisted the Democratic Socialist Republic of Sri Lanka in its third sovereign bond offering. Associates David Wertime, Adrian Yeo and Michael Lu and Hong Kong partner Joshua Zimmerman advised the country in its US$1 billion offering of 6.25% bonds due 2020.

In the restructuring space, Zemans advised the creditors to Darma Henwa, and UOB Bank, on the restructuring of US$205 million in a facilities agreement from December 2006.

The firm’s project finance team was involved in two highlight deals this year; the financing for Jurong Aromatics’ greenfield development project and Hongsa Power’s power plant in Laos.

Partner James Murray represented Export Import Bank of Korea, Korea Trade Insurance, and other commercial bank lenders to finance US$1.6 billion for Jurong Aromatics’ development.

The financing scheme for Hongsa Power represents Thailand’s largest project financing syndication to date. Partner Karen Wong represented Hongsa Power in the negotiation and structure of the financing, which includes an approximately US$2.71 billion debt facility for a US$3.71 billion plant.

While Baker & McKenzie Wong & Leow is not particularly known for its capital markets practice, the firm has made efforts to increase its market share in this division. Clients speak highly of the firm’s commitment to clients and its English law capabilities in Singapore.

“The firm is a solution finder,” says one. “I have a requirement, and it will translate it into something workable – not just for us but the industry as a whole, in terms of regulatory requirements for example, so that we can get our job done.”

The firm’s finance and projects associate principal, Henry Cort, is respected for his extensive experience in the Indonesian market. In the corporate and securities space, group head Ai Ai Wong and associate principal Stephanie Magnus were described as “superb” by one client.

The arrival of project finance specialist Adrian Cheng in 2010 saw Herbert Smith increase its standing in the commercial banking space.

This year, the firm, led by Cheng, advised lenders BNP Paribas and Commonwealth Bank of Australia in negotiating and structuring an US$80 million secured borrowing base facility for Coastal Energy. The financing is in regard to the company’s interests in the Phu Hom and Bua Ban gas fields in Thailand.

In another highlight, Cheng represented lender BNP Paribas on a US$140 million secured acquisition bridge facility for Salamander Energy, a deal that required interpretation of both English and Singaporean law. Salamander Energy will use the financing to bolster its interests in the Bualuang field in the Gulf of Thailand.

The firm is also well regarded for its energy finance advice and development bank expertise.

Hogan Lovells Lee & Lee strengthened its capital markets team this year with the arrival from London of practice head Andrew Carey, a highly regarded debt capital markets (DCM) specialist.

With a particular focus on cross border and cross practice work, the firm picked up a number of noteworthy mandates. In one transaction, respected senior associate Yvette Abel headed a team advising The Bank of New York Mellon as trustee, paying agent and transfer agent on the issue of US$300 million 3.625% unsecured convertible bonds due 2015 by Paladin Energy. This was one of the largest bond offerings out of Australia in 2010.

Abel also advised The Bank of New York Mellon as trustee, paying agent and transfer agent on the issue of US$400 million 5.5% bonds due 2017 by SM Investments. This was one of the largest bond offerings out of the Philippines last year.

In the banking space, the firm, led by managing partner and practice head James Harris advised ADB on the US$40 million financing to Syarikat SESCO Berhad to build a 275kV transmission infrastructure on the Malaysian section of Sarawak to West Kalimantan Link. Primary market transaction specialist Philip Robb is another key contributor in this sector.

“Norton Rose is able to provide combined practice area expertise better than a lot of its competitors,” says one satisfied client.

This year, the firm represented PLN, an Indonesian energy company, and IFC on a US$2.5 billion financing deal led by partner Jeff Smith and of counsel Nicola Davis. The financing for the 2,000 megawatt Central Java power project is recognised as a flagship for the Indonesian government.

In another landmark transaction for the firm, partner Yu-En Ong represented ANZ, HSBC and the Cooperative Centrale Raiffeisen Boerenleenbank regarding a US$1.3 billion and A$600 million syndicated loan facility for Wilmar International. The loan was intended to fund its acquisition of Sucrogen from CSR, and illustrates Norton Rose’s cross border capabilities with its office in Australia.

Recognised for its expertise in IPOs, high yield debt, private placements, medium term notes and other debt programmes, White & Case’s capital markets practice continues its focus on Singapore, Greater China, India, Indonesia and Thailand.

In one highlight deal this year, renowned securities lawyer Kaya Proudian and banking counsel Sin Teck Lim represented BTS Group Holdings in its Regulation S issue of THB10 billion US dollar settled 1.0% standby letter of credit-backed convertible bonds due 2016. This was the first convertible bond from Thailand in several years and the first debt deal out of Thailand in 2011.

In the banking and finance space, partner and financing expert Guan Feng Chen advised Viva, an operator of two Indonesian TV stations, TV One and ANTV, in a US$54 million pre-IPO financing arranged by Credit Suisse.

Kate Allchurch is another key contributor in this area. Meanwhile, the arrival of senior structured finance expert David Barwise, project finance expert Ken Hawkes, and asset and project finance expert Niel Liebenberg, as well as the promotion of Jamie Thomas to counsel, has left clients expecting big things from the firm in the coming 12 months.

Shearman & Sterling’s capital markets team has had a good year, being mandated on a number of innovative deals.

Most notably, the firm assisted CIMB, Deutsche Bank, and Morgan Stanley as joint global coordinators in connection with Petronas Chemicals Group’s US$4 billion Rule144A/Regulation S IPO and listing on Bursa Malaysia. The deal was the largest IPO ever in Southeast Asia.

The Singapore team was boosted by the addition of US capital markets partner Andrew Schleider, who transferred from New York in 2011. Other names of note in this sector include David Curtiss.

In banking, a firm team led by managing partner and practice head Bill McCormack and partner Sanja Udovic continues to advise the MAS on a variety of its derivative transactions. This includes assisting with the development of MAS’ forms of the 1992 and 2002 ISDA Master Agreement Schedules, advising on its hedging transactions, credit support arrangements and collateral management arrangements, as well as the closing out of its derivatives with a number of Lehman entities following the Lehmans collapse in September 2008.