Allen & Overy fields a ‘very active team’ and Alun Evans is among the key members of the offering who has a particular focus on M&A deals in the country. Giancarlo Sambalido, who is a Filipino as well as a New York qualified lawyer, is another prominent member of the practice. The team is well-equipped to handle a variety of major banking, debt and loan matters as well as important project financing deals across all sectors for a broad spectrum of clients including global multinationals, major Philippine conglomerates, key players in the energy and resources industries as well as leading international investment banks; it also has considerable TMT expertise. Alexander Stathopoulos has notable experience in advising on a variety of debt and equity capital market transactions; Vicki Liu is a finance partner who leads the banking and finance groups on their work in the Philippines; and Matthew Hodgson specialises in international commercial arbitration and investment treaty arbitration proceedings.
Foreign firms in Philippines
Allen & Overy
Practice head(s):
Alun Evans; Vicki Liu; Alexander Stathopoulos; Giancarlo Sambalido; Matthew Hodgson
Testimonials
‘The A&O team is always client focused and provides exceptional client support’.
‘Alun Evans has a very good knowledge of the key issues for foreigners investing in the Philippines. Alun and his team are always very constructive and collaborative. He renders well-thought out and timely advice. He is well-attuned to the client’s needs and is always able to provide business-oriented work-arounds as necessary’.
Key clients
General Atlantic
Jollibee Food Corporation
Ayala Land
Work highlights
- Advised General Atlantic on its Series C fundraising investment into Kumu, a Philippines video sharing and e-commerce social networking platform. This was the first announced Series C transaction of any start up in the Philippines.
- Advised the underwriters on the initial public offering (IPO) and listing of RL Commercial REIT on the Philippine Stock Exchange, involving the sale of secondary shares by Robinsons Land Corporation. The offering size was approximately PHP21.6bn ($431.2m).
- Advised IFC on the proposed investment in Esquire Financing Inc. to support its lending program to small and medium-sized women-owned enterprises.
Clifford Chance
Clifford Chance has an established reputation for its work on a variety of high-profile inward and outward investment projects in the Philippines, and a strong record of acting for lenders on deals relating to asset and acquisition financings as well as real estate and project financing mandates alongside a large international arbitration practice. Singapore-based Paul Landless specialises in structured finance, derivatives and other financial markets projects, while Cameron Hassall has a vast amount of experience in Asia-related international arbitration proceedings and litigation, particularly those involving cross-border investments, joint ventures and shareholder issues. Melissa Ng is an important member of the corporate and M&A group and has considerable sector expertise in energy and resources. Paul Sandosham and Johannes Juette are also well regarded.
Practice head(s):
Paul Landless; Cameron Hassall
Other key lawyers:
Melissa Ng; Paul Sandosham; Johannes Juette
Testimonials
‘Clifford Chance quickly interprets legal issues’.
‘A long history of being involved in Philippine transactions provides it with familiarity with local law, local practice, business culture and regulator behaviour’.
‘Over the years our firm has worked with many lawyers from Clifford Chance, and one that stands out is Melissa Ng’.
Key clients
Rizal Commercial Banking Corporation
Goldman Sachs Asset Management
International Finance Corporation
Del Monte Pacific Limited
BNP Paribas
DVB Group Merchant Bank (Asia) Ltd.
MUFG Bank, Ltd.
CTBC Bank Co., Ltd.
Cathay United Bank, Co., Ltd.
JA Mitsui Leasing, Ltd
Work highlights
- Advised RCBC, one of the largest commercial banks in the Philippines, on an investment by Sumitomo Mitsui Banking Corporation (SMBC) into RCBC. The transaction involved the sale of 101,850,000 common stock of RCBC to SMBC, representing a 4.999% stake in RCBC for a consideration of approximately $93.9m.
- Advised Goldman Sachs Asset Management (Singapore) Pte Ltd. and M&G Investment Management Limited as cornerstone investors on the $1bn IPO of Monde Nissin.
- Advised Del Monte, a food production and distribution company, on a bond offering.
Latham & Watkins LLP
Latham & Watkins LLP plays an integral part in some of the country’s largest transactions and is adept at handling inbound and outbound deals, leveraging its strong capital markets practice. The team is also regularly instructed on significant project financing matters as well as arbitrations and disputes. Hong-Kong based Benjamin Carale is dual qualified in New York and the Philippines and heads up the department; he garners praise for his capital markets expertise and is a key contact for major M&A work, project finance issues and disputes. Diana Dizon is a native Philippine speaker who is also qualified in both the Philippines and New York and is a registered foreign lawyer in Hong Kong; she is an active member of the team who has been involved in a variety of local debt and equity capital markets transactions.
Practice head(s):
Benjamin Carale
Other key lawyers:
Diana Dizon
Key clients
ST Telemedia Global Data Centres (STT GDC)
Cebu Air, Inc.
Partners Group Holding AG
San Miguel Corporation (SMC)
Warburg Pincus Asia LLC
Robinsons Land Corporation
Megaworld Corporation
BPI Capital Corporation – Filinvest Land, Inc.
Synergy Grid & Development Phils Inc.
Credit Suisse
Milbank
Hong Kong-based James Grandolfo and Singapore-based James Murray co-head the department at Milbank, which is praised for having ‘a lot of experience globally’; it receives plaudits for its work on a myriad of cross-border M&A, capital markets and financing transactions as well as for its considerable strength in power projects. Clients comment that it is ‘extremely competent in debt and EPC contracts for projects’ and the group has been particularly active in advising on REIT IPOs. The team is mostly based in Hong Kong with strong support from its Singapore office as well as Seoul and Tokyo. Of counsel Desiree Woo has worked on several sponsor-side mandates for projects in the Philippines, and Paul Pery has a wealth of experience in capital markets work.
Practice head(s):
James Grandolfo; James Murray
Other key lawyers:
Paul Pery; Desiree Woo; Cesareo Singzon
Testimonials
‘Milbank is one of our conglomerate’s transactions counsels. Specifically, they help us with financing and construction matters, which they handle well.’
‘Desiree Woo is very competent and responsive. She always makes herself available for our concerns, even if it means flying halfway across the globe or attending negotiations with counterparties that last until early morning. She listens well. Her ability to speak mandarin is a plus when dealing with Chinese counterparts’.
‘Significant experience in emerging markets power projects, and a good understanding of the imperfect nature of the regulatory environments and contractual structures parties often face in such markets’.
‘The Milbank team are exceptional communicators and very responsive. They have a very pragmatic approach to challenging projects and find the right balance between identifying legal issues and being realistic about expectations in challenging markets’.
‘Current and in-depth knowledge of the project finance market. A strong team with great teamwork. A pro-active, solution orientated approach’.
‘James Murray is a great team leader and really drives deals towards meeting deadlines. He has a commercial approach grounded in an in-depth knowledge of the market’.
‘Milbank is a great firm to work with. The firm is composed of proficient and experienced lawyers. Paul Pery and Cesareo Singzon are great to work with. They are highly efficient and provide timely and practical advice on a variety of issues and concerns’.
‘I have worked with Desiree Woo. She is understanding of how we wish to deal with our EPC Contractor, provides solid and good guidance strategically and is always on hand to support us. Her response time is excellent as is her legal guidance and contract knowledge and interpretation is superb. She is thorough and knowledgeable’.
Key clients
Bank of America Merrill Lynch
Citi
Credit Suisse
CLSA
Union Bank of the Philippines
HSBC
J.P. Morgan
DBS Bank Ltd.
ING Bank
Standard Chartered Bank
UBS
PLDT Inc.
Globe Telecom Inc.
Filinvest Land, Inc.
Monde Nissin Corporation
International Container Terminal Services, Inc.
BPI Capital Corporation
Atlantic Gulf & Pacific Group
DDMP REIT, Inc.
Okada Manila International, Inc.
Megaworld
SMC Global Power Holdings Corp.
Synergy Grid & Development Phils., Inc.
AYC Finance Limited
ACEN Finance Limited
GNPower Kauswagan
GNPower Dinginin Ltd. Co
Aboitiz Power
Power Partners
Asian Development Bank
Ayala’s AC Energy
Merrill Lynch
Deutsche Bank
Citicore Energy REIT Corp.
National Grid Corporation of the Philippines
Work highlights
- Advised UBS, Citi, Credit Suisse and J.P. Morgan as joint global coordinators in connection with the $1bn Rule 144A/Reg S initial public offering of Monde Nissin Corporation on the Philippine Stock Exchange.
- Assisting the project company GNPower Dinginin Ltd. Co. and the sponsors, including Ayala’s AC Energy, Aboitiz Power and Power Partners in connection with complex EPC negotiations and financing relating to a $1.7bn supercritical coal-fired power plant project in Bataan Province in the Philippines.
- Advised telecoms provider PLDT Inc. and its subsidiaries Smart Communications, Inc. and Digitel Mobile Philippines, Inc. on the sale of 5,907 telecom towers and related passive infrastructure to subsidiaries of international groups, edotco Group and EdgePoint Infrastructure.
Ashurst
Dan Brown and Alex Guy, who are both based in Brisbane, along with Joshua Cole, who is in Hong Kong, jointly lead the team at Ashurst, which advises international companies and financial institutions on outbound transactions and projects in the Philippines. It has particular strength in the infrastructure, energy and natural resources sectors in addition to the media, technology and communications spaces, receiving a steady flow of instructions on M&As, joint ventures and disputes. Chin Yeoh, who is based in Hong Kong, also works on a broad range of major corporate transactions in the region.
Practice head(s):
Dan Brown; Alex Guy; Joshua Cole
Other key lawyers:
Chin Yeoh
Testimonials
‘Ashurst was able to deliver a satisfactory service and has a good team of associates helping the partner Chin Yeoh’.
‘Chin Yeoh is generally very responsive and also able to provide commercial solutions’.
Key clients
First Gen Corporation
The PPP Centre of the Philippines
The Department of Transportation of the Philippines
ANZ
Covanta Energy
Macquarie Capital
ING Bank
Deutsche Bank
Work highlights
- Advising the IFC (as lead transaction adviser) on the procurement of a new cancer hospital by the University of Philippines – Philippines General Hospital, one of Manilla’s flagship hospitals.
- Advising a client on a joint venture with leading regional and global partners Google, NTT, PLDT and Chungwa Telecom to construct, own and operate a new subsea cable, the Apricot Cable System.
- Advising a client on the acquisition of a total interest of 75% of the outstanding capital stock of LBSD, a company engaged in the business of construction of independent cell towers and leasing of space on such towers to communications operators in the Philippines.
Gibson Dunn
Patricia Tan Openshaw heads up the department at Gibson Dunn, which is best known for its projects, energy and infrastructure work in the Philippines, particularly in transport, rail, energy and power sectors. The group’s work in the Philippines covers corporate, M&A, finance and capital markets transactions, technology issues, and cybersecurity and data protection matters, among numerous other areas. Connell O’Neill regularly advises emerging and established businesses on major transactions and has a particular focus on deals involving technology driven transformations, while of counsel Cristina Uy-Tioco has a vast array of experience in energy and infrastructure projects in the Philippines and the wider Southeast Asia region.
Practice head(s):
Patricia Tan Openshaw
Other key lawyers:
Connell O’Neill; Cristina Uy-Tioco
Testimonials
‘The firm has made a tremendous job in effectively dealing with us during the pandemic. It used technological tools to reach out to us. The firm’s expertise is unmatched’.
‘Communication was also the key in providing us quality legal service. If I will have to choose again among the foreign firms, I will always nominate Gibson Dunn’.
‘Patricia Openshaw had done a great job in walking us through the legal (foreign law) ramifications of our deal. She has maintained professionalism at all times despite having to deal with a lot of clients (having various concerns, issues and opinion) and counterparties. Our deal was a success despite all the challenges that we faced’.
‘Excellent collaboration and results from the GDC team’.
‘Patricia Tan Openshaw demonstrated her expertise in M&A and gave invaluable support to her clients (top banks in a syndicated loan and unique M&A) during crucial and highly stressful times’.
‘Patricia Tan Openshaw has a depth of knowledge and experience on cross-border financing and the Philippine energy industry. Her experience dealing with foreign lenders has assisted Philippine borrowers in negotiating with these lenders’.
Key clients
Manila Electric Company
PLDT Inc.
Bank of the Philippine Islands
Landbank of the Philippines
SMC Mass Rail Transit 7, Inc.
San Miguel Holdings Corp.
First Gen Corporation
AC Energy Holdings, Inc.
Republic of the Philippines
Ayala Corp.
I Squared Capital
First Pacific Company Limited
RCBC Banking Corp.
Metropolitan Bank of the Philippines
Banco de Oro Universal Bank
Herbert Smith Freehills LLP
Herbert Smith Freehills has a longstanding reputation in the Philippines for its work on a range of significant contentious and non-contentious matters and is recognised for its capabilities in cross-border and complex transactions and for handling high-profile disputes; it has been recently involved in a vast array of key matters in the renewables, oil and gas, power, TMT and infrastructure spaces. Toby Anderson, who is based in Sydney, has worked on many projects in the Philippines, and Singapore-based Glynn Cooper is a key member of the energy, infrastructure and resources practice. Mark Robinson, who is also in the Singapore office, is a corporate and M&A specialist, and Adrian Cheng heads up the finance practice in Asia, while Simon Chapman regularly appears as the lead advocate in various high-profile cases and Alastair Henderson leads the international arbitration offering in Southeast Asia.
Practice head(s):
Toby Anderson; Simon Chapman; Adrian Cheng; Glynn Cooper; Alastair Henderson; Mark Robinson
Other key lawyers:
Daniel Ficyk; Irina Akentjeva
Testimonials
‘I have been working with HSF for several years now and they consistently deliver quality work. The firm’s strength is based on their institutional knowledge of our projects and understanding of the principles we value as a company. I personally think of HSF not only as our counsel but as partner in pursuing our objectives’.
‘Dan Ficyk –He provides advice not only on the legal/contractual side but also on the commercial aspects of the transaction. He provides objective assessment of the issues and is able to analyse them from various perspectives’.
‘Irina Akentjeva – She has a very good understanding of the market and finds creative solutions to address concerns/issues’.
Key clients
Macquarie Group (including Blueleaf Energy)
Iberdrola
First Gen Corporation
Energy Development Corporation
Nexif Energy
Asian Development Bank
King & Spalding LLP
Under the leadership of Wade Coriell, the team at King & Spalding LLP has particular expertise in the energy, power and natural resources sectors and garners additional praise for its experience in the transport, infrastructure and technology industries. The group continues to be busy advising on various key projects, disputes and M&A matters locally and across the region, and has also been active in helping clients with the financing aspects of significant deals, projects and distressed investments. Andrew Brereton and Simon Cowled are also highly regarded.
Practice head(s):
Wade Coriell
Other key lawyers:
Andrew Brereton; Simon Cowled; Aloysius Llamzon
Testimonials
‘High quality, lean team that was led by Andrew Brereton. Their Philippine experience and ability to navigate the regulatory patchwork is commendable. They work well with local counsel and have an appreciation of the legal nuances as well as the cultural aspects of the Philippines’.
‘Their advice is always sound but practical. They don’t get bogged down in legalese and academic points’.
‘Overall team is excellent: Partners: Andrew Brereton and Simon Cowled. Stand-out qualities: ability to handle complex deals with commerciality, responsiveness, overall project management’.
‘K&S is unique in my experience among the international firms active across Southeast Asia by virtue of its deep experience in local markets. Their experience was invaluable in identifying the right questions to ask and in developing creative solutions to local law problems for vetting by local counsel. Invaluable resource’.
‘In addition to Andrew Brereton on the K&S credit team, Simon Cowled provided invaluable assistance through his familiarity with every nuance of local law in our recent Philippine transaction. A formidable team’.
‘They have a ready capability to tap experts from varied fields. Their long experience gave us useful insights into the probable candidates for arbitrators; we were not choosing blindly’.
‘We are particularly impressed and have worked extensively with Wade Coriell who heads their Singapore office, and Aloysius Llamzon, a partner in the Washington DC. Both are very knowledgeable and detail oriented. They are also sensitive to the client’s needs and limitations and try to understand local context’.
Key clients
Shell Philippines Exploration BV
National Grid Corporation of the Philippines
Chevron Overseas Finance GMBH
JERA & Co., Ltd
FGEN LNG
CarVal Investors
AION
Work highlights
- Representing Shell in an ICSID arbitration against the Republic of the Philippines. The dispute relates to the allocation of petroleum revenues earned by Shell under a petroleum service contract with the State. The deal value was close to $1.5bn.
- Advised JERA on its acquisition of 27% stake in PSE-listed subsidiary Aboitiz Power Corporation, one of the largest power producers in the Philippines. The deal value was close to $1.58bn.
Linklaters
Linklaters continues to be active on a variety of high-profile mandates involving government and international entities. The team, with James McLaren, Philip Badge and Amit Singh at the helm, enjoys a strong working relationship with leading investment banks, international private equity houses and multinational corporates. Singapore-based Badge has considerable expertise on a vast array of banking matters, while Singh, who is also at the Singapore office, leads the South and Southeast Asia capital markets practice; he advises issuers and underwriters on the full range of debt and equity matters. In Hong Kong, McLaren leads the China Energy and Natural Resources practice and has a wealth of experience in advising on the financing aspects of large-scale renewable energy projects in the region. Sophie Mathur is another primary contact.
Practice head(s):
James McLaren; Philip Badge; Amit Singh
Other key lawyers:
Sophie Mathur
Key clients
Republic of the Philippines
Citi
PricewaterhouseCoopers International Limited
DBS Bank Ltd
Work highlights
- Advised the lenders on the amendment, due to the Covid-19 pandemic, to certain terms and conditions under an $200m facility agreement.
- Advising Clifford Capital Pte. Ltd., DBS Bank Ltd. and Natixis, Singapore Branch as arrangers and BPI Asset Management and Trust Corporation as agent and security agent on a $260m secured financing to fund the acquisition of 100% of the issued share capital of Philippine Tank Storage International (Holdings), Inc. and its subsidiary, Philippine Coastal Storage & Pipeline Corporation.
- Advised Citi on the sale of its five consumer banking franchises in Southeast Asia.
Pinsent Masons
Led by James Harris, the team at Pinsent Masons MPillay advises authorities, multilateral development agencies, contractors, project sponsors and lenders on a variety of international energy and infrastructure projects, and has an established track record of advising on key public/private partnership projects. The ‘sharp and quick’ David Platt has considerable strength in the development, construction and financing of international energy and infrastructure projects, while senior partner Bernard Ang has substantial knowledge of the infrastructure sector with particular expertise in the waste and water industries. William Stroll is a corporate specialist whose practice spans energy and infrastructure transactions, and Martin Bishop also plays a pivotal role in the group.
Practice head(s):
James Harris
Other key lawyers:
David Platt; Bernard Ang; William Stroll; Martin Bishop
Key clients
International Finance Corporation
Asian Development Bank
TBEA Co.
Work highlights
- Advising TBEA Co. on the acquisition of 20% equity from a project company which owns a 100MW solar project in the Philippines.
- Advising and representing ADB who, along with six onshore lenders, were approached by their borrower in connection with the restructuring (debt and equity) of an existing $500m limited recourse project financing for the upgrade and expansion of the Mactan-Cebu International Airport in the Philippines.
Shearman & Sterling LLP
Shearman & Sterling LLP fields a ‘very organised team’ that ‘keeps a very good track of what is happening on the projects that it works on’. It has considerable cross-border capabilities and regularly works with major conglomerates in the Philippines on key infrastructure projects and continues to be active advising Philippine clients on outbound investments. Bill McCormack has a broad range of experience in advising lenders, sponsors and other project participants and has particular strength in renewable projects, while David Clinch is a highly regarded name for energy, natural resources and infrastructure projects and deals. Philip Cheveley also plays a pivotal role in the department and Li Chen is a key name to note in the firm’s M&A practice who oversees a varied caseload of M&A, corporate and private equity matters.
Practice head(s):
David Clinch; Bill McCormack; Philip Cheveley
Other key lawyers:
Li Chen
Key clients
China Telecom Corporation
Dito Telecommunity
AC Renewables International (a Singapore subsidiary of AC Energy Corporation of the Philippines)
Work highlights
- Advising Dito Telecommunity as borrower on the financing of a multi-billion telecoms project in the Philippines.
- Represented a Singapore-based subsidiary of listed Philippines-based company AC Energy Corp on the $243.3m purchase of a 51.6% stake in its Australian clean energy joint venture with US-based UPC Renewables Group.
Stephenson Harwood LLP
Stephenson Harwood LLP counts a broad range of banks, financial institutions and multinational corporations as well as private equity funds and airlines on its client roster. George Cyriac; Tom Platts and Saugata Mukherjee head up the department, which has advised many large and high-profile listed and unlisted international businesses on their investments into the Philippines; it also has a strong private wealth practice as well as a notable asset finance group, which continues to work on various complex financial structures and large aircraft orders in Asia. The team’s sector expertise spans the power and infrastructure industries as well as other areas including the mining, aviation and shipping arenas.
Practice head(s):
George Cyriac; Tom Platts; Saugata Mukherjee
Key clients
Lyniate and Hg Capital
iflix
ICBC Aviation Leasing
Cebu Pacific
Work highlights
- Advised TotalEnergies on its complex joint venture, and associated commercial arrangements, with Japanese energy group, ENEOS. The joint venture will develop onsite B2B solar distributed generation across Asia, focusing initially on Japan, India, Thailand, Vietnam, Indonesia, Philippines, Cambodia, Singapore and Malaysia.
- Advising ICA Partners on the sale of 100% of the shares on issue in PYBAR Holdings Pty Ltd to Mastermyne Group Limited, a coal mining company.
- Advising a private equity business on a proposed acquisition in the healthcare sector in the Philippines.
White & Case Pte. Ltd.
White & Case Pte. Ltd. fields a ‘very active’ team that enjoys a steady flow of work on major energy, infrastructure and natural resources matters. It continues to advise on a whole host of inbound investments from international corporates as well as increasingly working on the outbound investments of Philippine-based conglomerates. Recent work highlights have included advising multinational companies and private equity houses on their investments in the country and on cross-border activities that involve the Philippines. The ‘excellent’ Matthew Osborne, who is ‘very easy to work with’, leads the team; he specialises in large-scale power and infrastructure projects in the energy, resources, utilities, oil and gas and transport sectors. Senior associate Audrey Lim is another notable member of the team.
Practice head(s):
Matthew Osborne
Other key lawyers:
Audrey Lim
Key clients
Asian Development Bank
Work highlights
- Advised Buona Sorte Holdings, Inc. in connection with a court-approved $555m debtor-in-possession financing plan for Philippine Airlines in its Chapter 11.
Skadden, Arps, Slate, Meagher & Flom LLP
Singapore-based Rajeev Duggal and Jonathan Stone, who is at the Hong Kong office, co-head the practice at Skadden, Arps, Slate, Meagher & Flom LLP. The team has advised on some large M&A deals in the country and is also recommended for its work on ECM transactions.
Practice head(s):
Rajeev Duggal; Jonathan Stone
Key clients
Aboitiz Equity Ventures