Structured finance and securitisation in Hong Kong

Allen & Overy

Allen & Overy’s team of derivatives and structured finance experts has a broad regional coverage that extends across Asia Pacific and beyond. On the transactional side, the firm continues to see a high volume of big-ticket equity financings relating to Chinese outbound stake building investments and fixed income structured transactions. It offers proprietary technology-based industry solutions such as TransforMatrix. The team leverages mandates from major investment banks, securities houses, industry bodies, and governmental organisations. Yvonne Siew heads the practice and is able to advise on the transactional and regulatory sides of a deal; areas of focus include repackagings, total return swap structures, structured equity derivatives trades, margin loans, bespoke stock borrowing, as well as lending arrangements and other structured securities. Ross Stewart, who also heads the team, handles the full range of over-the-counter (OTC) derivatives transactions, complex cross-border financing solutions, and margin finance.

Practice head(s):

Yvonne Siew; Ross Stewart

Other key lawyers:

James Yao

Testimonials

‘Ross Stewart is very accessible and solutions-oriented’.

‘Able to balance commercial considerations against risk components’.

‘Very good experience of a diverse range of transactions in the space of equities financing’.

‘Knowledgeable and trusted partners for many transactions’.

‘Yvonne Siew is a very experienced senior partner whose advice is well-regarded’.

‘James Yao is extremely capable’.

‘Even when we flag unusual structures or transactions, they are able to provide excellent guidance to assist us’.

‘Strong expertise in relation to derivatives and structured financing transactions’.

Key clients

Australia and New Zealand Banking Group (ANZ)

Bank of America Merrill Lynch

Citi

DBS

Deutsche Bank

Goldman Sachs

HSBC

J.P. Morgan

Natixis

Standard Chartered Bank

Clifford Chance

The derivatives and structured finance practice at Clifford Chance is led by Francis Edwards. The team advises buy-side and sell-side clients on structured note investments, margin financing transactions, and cross-border acquisitions involving OTC derivatives. Edwards is noted for his expertise in derivatives, financial market products, and structured finance. Terry Yang is recommended for structured products and financial regulatory matters. James Pedley left for Simmons & Simmons.

Practice head(s):

Francis Edwards

Other key lawyers:

Terry Yang

King & Wood Mallesons

King & Wood Mallesons advises on PRC, English, and Hong Kong law. Its Hong Kong team has strong on the ground support in mainland China, enabling it to provide innovative approaches to PRC cross-border securitisation matters. The practice advises various multinational and supranational organisations on their international swaps and derivatives association (ISDA) master schedules with various PRC-based and international banks. Minny Siu heads the practice and handles a range of structured investments, utilising derivatives, and cross-border structuring skills. Richard Mazzochi, who also heads the practice, focuses on derivatives and structured products, securitisation, and structured finance. Angus Sip has been promoted to partner.

Practice head(s):

Minny Siu; Richard Mazzochi

Other key lawyers:

Paul McBrideAngus Sip

Testimonials

‘Very highly respected and professional international legal firm with an excellent understanding of the local market and regulatory expectations’.

‘Client and solution-focused’.

‘Richard Mazzochi and Minnie Siu both have high expertise and are very good at coming up with solutions that meet commercial and regulatory needs’.

Key clients

International Swaps and Derivatives Association, Inc. (ISDA)

The Stock Exchange of Hong Kong Limited

The World Bank

International Finance Corporation

Asian Infrastructure Investment Bank

China Construction Bank, Hong Kong branch

Guotai Junan Securities (Hong Kong) Limited

HSBC

Goldman Sachs Structured Products (Asia) Ltd.

J.P. Morgan Structured Products B.V.

Haitong International Securities Company Limited

Bank of New York Mellon

Barclays

China Minsheng Banking Corp., Ltd., Hong Kong Branch

Bank of China

PrimeCredit Limited

Citibank, N.A., London Branch, Citicorp International Limited, Citigroup, Global Markets Europe AG, Citibank, N.A., Hong Kong Branch

Hyundai Capital Services, Inc.

Work highlights

  • Advised all participating listed structured products issuers on the launch of a new category of derivatives warrants known as “inline warrants”, the first batch of which has just been launched in Hong Kong.
  • Advised PrimeCredit Limited in relation to its inaugural term securitisation issuance.
  • Acting in relation to the establishment of a $10bn secured note programme for Thanos Limited as issuer arranged by Chiyu International Capital Limited.

Linklaters

The derivatives, structured finance, and securitisation practice at Linklaters handle innovative and market-leading transactions as part of the firm’s wider pan-Asia team. It advises international banks and major financial institutions on transactional and regulatory matters in mainland China and Hong Kong. The team is headed by Chin-Chong Liew, Victor Wang, Mary Matson, and Andrew Malcolm. Liew is experienced in OTC derivatives, structured equity, structured credit, market access, and fund-linked products across Asia. Wan has over 20 years’ experience in Asia and handles cash and synthetic securitisations, structured equity, structured repos and securities loans, and structured credit transactions. Matson focuses on acting for arrangers, originators, and trustees in the securitisation of various Asian assets. Malcolm has over 30 years’ experience in debt, equity, and equity-linked securities issues in international capital markets. Counsel I-Ping Soong is recommended for regulatory matters.

Testimonials

‘They are very experienced and they can often provide structuring ideas for us to structure transactions to overcome commercial obstacles’.

‘They have a better understanding and are more experienced compared to other less experienced firms’.

‘Karen Lam is very experienced and has a lot of market knowledge, which is a great help when you need to structure a complex transaction’.

‘The team is professional and can assist in the structural assessment of the project before it starts’.

Key clients

BNP Paribas

ISDA

DBS Bank

OTC Clearing Hong Kong Limited

Shanghai International Energy Exchange

Dalian Commodity Exchange

Zhengzhou Commodity Exchange

China Financial Futures Exchange

MUFG

Morgan Stanley

Work highlights

  • Acted as lender counsel to a syndicate of 16 financial institutions as original lenders in connection with a ¥500bn margin loan to Hinode 1 GK.
  • Advised BNP Paribas, acting through its Hong Kong branch, as sole arranger and lead manager, and Standard Chartered Bank (Hong Kong) Limited as swap counterparty, on PrimeCredit Limited’s inaugural issuance of $200m asset-backed securities.
  • Advising Shanghai International Energy Exchange (INE), China Financial Futures Exchange (CFFE), Dalian Commodity Exchange (DCE) and Zhengzhou Commodity Exchange (ZCE) on an ongoing basis regarding issues in relation to its internationalisation and admissions of foreign members and investors including advising each of DCE and ZCE for its registration as a recognised market operator in Singapore.

Ashurst

Ashurst is noted for its expertise in derivatives, structured finance, and securitisation; with vast experience in multi-jurisdictional transactions and regulatory matters. The practice specialises in derivatives, including OTC cleared and exchange-traded derivatives, and has a strong presence across Greater China. It also advises on fixed income and structured credit; and structured equity financings and margin loans. The firm leverages mandates from large international banks, regional banks, and financial institutions such as securities houses. Beijing-based Patrick Phua heads the team. Peter Kwon heads the securitisation practice and is experienced in large cross-border matters. Jonathan Chapman is a new addition to the team.

Practice head(s):

Patrick Phua

Key clients

Bank of China

BNP Paribas

China Everbright Bank

Commerzbank

Credit Suisse

Goldman Sachs

Guotai Junan Securities

HSBC

ICBC International

Natixis

Latham & Watkins LLP

The derivatives and structured products team at Latham & Watkins LLP count leading investment banks and corporates amongst its clients. It handles the full gamut of OTC and exchange-traded derivative products and advises on non-contentious financial services regulatory matters. Other areas of focus include margin finance, equity-linked related products, and innovative structured finance products. The firm leverages its global platform to handle transactions across Asia that are governed by New York, English, Hong Kong, and Singapore laws. Head of team Posit Laohaphan is experienced in leading cross-border and cross-practice teams, and specialises in derivatives and structured products transactions that relate to US securities in Asia.

Practice head(s):

Posit Laohaphan

Other key lawyers:

Derek Chua; Raymond Cheng

Tiang & Partners

Tiang & Partners is an independent Hong Kong law firm associated with PwC Legal International in Singapore. Its banking and finance practice handles structured finance and securitisation work, and is noted for its focus on securitisation and cross-border deals. Head of practice Michelle Taylor  specialises in asset-backed securitisations and handles transactions for China-based and other Asian originators. The team leverages mandates from the financial services, aviation, shipping, consumer credit, energy, and real estate sectors.

Practice head(s):

Michelle Taylor

Other key lawyers:

Kevin Tsang

Key clients

DBS Bank

MUFG Bank

Citicorp International Limited

Dentons Hong Kong

Dentons Hong Kong handles all areas of fixed income, including debt capital markets, securitization, structured finance, project finance, and distressed debt. It acts for major financial institutions, including regulators, arrangers, issuers, rating agencies, and investors. Jeff Chen heads the practice and focuses on limited recourse and cross-border financing structures.

Practice head(s):

Jeff Chen

Other key lawyers:

Man Chiu Lee

Work highlights

  • Represented Lending Ark Asia Secured Private Debt Fund and CLSA Capital Partners (HK) Limited in the structuring, negotiation, and preparation of international documentation for the first cross-border Korean P2P consumer loan securitization.

Eversheds Sutherland

The structured finance, securitisation, and derivatives team at Eversheds Sutherland handle transactions across Asia. Under the leadership of Kingsley Ong, the team advises on large securitisations and many complex derivatives and structured products in China, South Korea, India, Hong Kong, and Singapore. Associate Polly Chiu is recommended.

Practice head(s):

Kingsley Ong

Other key lawyers:

Polly Chiu; Simon Barrell

Key clients

Bank J. Safra Sarasin

BOCI Leveraged & Structured Finance Limited

CMB International Securities

China Merchants Securities

DBS Bank

Siegfried Asset Management Limited

Hong Kong Capital Finance Corporation

HSBC

KPMG (as Hong Kong liquidators of Lehman Brothers and MF Global)

Li & Fung Group (HKSE: 0494)

Meritz Securities (008560: KRX)

Oceanwide Holdings Ltd (HKSE: 0715)

Prudential Group

Southwest Securities (HK) Brokerage Limited

Taipei Sky Tower Developer Group

uSmart Securities

WeLend Group

Work highlights

  • Advising Hong Kong Capital Finance Corporation (HKCFC) on several RMBS (residential mortgage backed securitisations), backed by Hong Kong mortgage loans.
  • Advising Meritz Securities on all their securitisation investments.
  • Advising Siegfried Asset Management on a new multi-jurisdiction trade receivables securitisation.

K&L Gates

K&L Gates is experienced in the public and private distribution of structured finance securities in Asia, the US, and Europe, handling domestic and cross-border deals. It handles the full range of OTC derivatives, including credit, equity, interest rate, currency, energy, and commodities swaps, options, futures, forwards, repos, and synthetic investments. Philip Hyde heads the team with over 20 years’ experience in debt capital markets, structured finance, derivatives, and securitisation transactions. Neil Campbell also heads the team.

Practice head(s):

Philip Hyde; Neil Campbell

Key clients

JP Lease Products & Services Co., Ltd.

Stratos Aircraft Management

Work highlights

  • Advised equity underwriters on first-of-its-kind “JOL AIR 2019-1” aircraft lease asset-backed security (ABS) transaction in which JP Lease acquired 15 aircraft with an aggregate value of $683.2m from GE Capital Aviation Services and Pembroke Capital Aircraft, among others, involving 11 lessees in 10 countries across three continents.

Mayer Brown

Mayer Brown’s global team handles securitisation, structured finance, and derivatives across Asia, Europe, and the Americas. It acts for sponsors, issuers, servicers, arrangers, underwriters, swap counterparties, Asia securitisation and structured finance enhancement providers, liquidity providers, trustees, and rating agencies. Key practitioner Vincent Sum focuses on capital markets matters, including structured products, derivatives, securitisations, retail and non-retail funds, secured lending and financing, and debt capital markets. Richard Stock heads the team.

Practice head(s):

Richard Stock

Other key lawyers:

James Tsang; Vincent Sum