Firms To Watch: Capital markets: equity and debt: foreign firms

Pinsent Masons MPillay In August 2020, Pinsent Masons MPillay launched its Singapore capital markets offering, bringing on Nicholas Hanna and Mark Tan from K&L Gates Straits Law LLC. The team is noted for its expertise in cross-border IPOs, with a particular focus on London stock exchange listings by south east Asian companies.

Capital markets: equity and debt: foreign firms in Singapore

Allen & Overy

Allen & Overy has built a one-stop-shop for capital markets in Singapore, coordinated from Hong Kong by Stephen Miller with a practice composed of experts in Singapore, English and New York law who specialise in debt and equity capital markets (DCM and ECM) products, as well as Islamic financing work. The firm also has a dedicated corporate trust and agency team led by Tim Beech. The team is regularly instructed in cross-border mandates across the Asia Pacific region, working alongside colleagues in Bangkok, Ho Chi Minh City and Jakarta. Yin Mei Lock heads the ECM group and has significant experience in high-profile Singapore IPOs. Aloysius Tan heads the DCM group, as well as handling Islamic finance structuring work. Felipe Duque‘s practice spans debt and equity, with recent highlights including advising the Republic of Indonesia on its $4.3bn triple-tranche SEC-registered pandemic bonds. Kai Hsien Yang is noted for his work relating to IPOs throughout the region.

Practice head(s):

Stephen Miller

Other key lawyers:

Yin Mei Lock; Aloysius Tan; Felipe Duque; Tim Beech; Kai Hsien Yang

Testimonials

The A&O Singapore Corporate Trust Team which is part of their Capital Markets practice is an outstanding practice. It is a technically strong team that is extremely well placed to service all the big trustees in the market.’

Tim Beech is an outstanding corporate trust and capital markets practitioner. He is responsive, pragmatic and has a deep understanding not just of legal issues but also the clients he works with such that the legal advice delivered is always tailored to the needs of the client. Tim has built has exceptional team across Singapore and HK in the span of 4+ years and has very quickly become the #1 corporate trust practitioner in the region.’

Even though we give the team challenging tasks, we think they will be able to complete them with great results. Based on our experience, the team was communicative, resourceful, flexible, and also present with recommendations for improvement over the completion of the documentation on behalf of their clients.’

Key clients

Republic of Indonesia

PTT Treasury Center Company Limited

PT Hutama Karya (Persero)

UltraTech Cement Limited

Adani International Container Terminal Private Limited

Indian Railway Finance Corporation Limited

State Bank of India

Suzlon Energy Limited

Axiata Group Berhad

Archer-Daniels-Midland Company Ag Holding Limited

PT Garuda Indonesia (Persero) Tbk

Please note that some of our most significant bank clients are not able to be mentioned in the list above due to our confidentiality commitments.

Work highlights

  • Advised a global financial services group and a multinational banking and financial services corporation as the joint lead managers and bookrunners and a global financial services group as the trustee, in relation to a Reg S offering of subordinated unsecured notes (the Tier 2 Notes) due 2031 by Aviva Singlife Holdings Pte. Ltd. This is one of the first bridge-to-bond structures successfully used in Asia.
  • Advised two global financial institutions, CIMB Investment Bank Berhad as the joint book runners and joint lead managers and a global financial institution as trustee counsel on the $800m 10-year tenure due 2031 and $500m 30-year tenure due 2051 sustainability sukuk issuances by the Government of Malaysia. This is the first USD-denominated sustainability sukuk issued by a sovereign, whereby proceeds will be used for eligible Green and Social Projects.
  • Advised issuer, PT Hutama Karya (Persero), an Indonesian infrastructure SOE, on the establishment of its $1.5bn GMTN programme and the subsequent issuance drawdown of $600 million 3.750% fixed rate senior unsecured notes due 2030 under the $1.5bn GMTN programme.

Latham & Watkins LLP

Latham & Watkins LLP's capital markets team in Singapore is active across south and south-east Asia, with a strength in local transactions as well as deals in Vietnam, India, the Philippines and Malaysia. The group is particularly adept in Singapore, Indian and US IPOs, acting for issuers and underwriters alike. An area of growth for the group is matters involving special-purpose acquisition companies (SPACs). Sharon Lau , vice-chair of the firm's global corporate department, heads the capital markets practice and has an increasing reputation for SPAC transactions. Rajiv Gupta  leads the firm's India practice and is the Singapore chair of the corporate department, notable for India-related capital markets transactions. Timothy Hia  is the local chair of the finance group, and is active in the debt capital markets space. Min Yee Ng's experience spans IPOs and private debt placements, as well s equity and equity-linked securities.

Practice head(s):

Sharon Lau

Other key lawyers:

Rajiv Gupta; Michael Sturrock; Timothy Hia; Min Yee Ng; Stacey Wong

Key clients

Adani Ports and Special Economic Zone Limited

Aviva Singlife Holdings Pte. Ltd.

BofA Securities, Inc.

ESR Kendall Square REIT Co.

Guotai Junan International Holdings Ltd.

ICICI Securities Limited

JP Morgan JP Morgan India Private Limited

Melco Resorts Finance Limited

Morgan Stanley Morgan Stanley Southeast Asia

Mr. DIY Trading Sdn Bhd

Provident Capital Partners

PT Tower Bersama Infrastructure Tbk

SMC Global Power Holdings Co.

STT GDC Pte. Ltd.

Work highlights

  • Advised the underwriters on Reliance Industries’ US$7bn issuance of 422,626,894 Equity Shares listed on the Bombay Stock Exchange (BSE) and National Stock Exchange of India Limited (NSE). This is the largest non-financial services rights issuance undertaken globally in over a decade. It is India’s largest-ever rights offering, and the largest Indian capital markets transaction in terms of deal size.
  • Advised Malaysia’s Mr. DIY Trading Berhad on its Initial Public Offering of 941,490,000 Ordinary Shares listed on the Main Market of Bursa Malaysia Securities Berhad. The IPO by Malaysia’s largest home improvement retailer raised RM1.5bn, making it the largest listing in Malaysia in three years, and the only one to surpass the billion-ringgit threshold in 2020.
  • Represented ICICI Securities, as lead manager, in connection with a US$3.4bn initial offering of 2,521,500,000 units in Tower Infrastructure Trust to Brookfield Infrastructure Partners L.P. and others through a private placement.

Linklaters

Linklaters hosts an impressive team able to handle equity and debt transactions for private equity funds, corporates and investment banks across south-east Asia. The firm stands out for debt transactions, with substantial experience in convertible bonds, high-yield debt and medium-term note programmes, and an increasing focus on green bonds and digital securities. On the equity side, the group is well-versed in IPOs and share offerings in jurisdictions throughout the region. Amit Singh heads the south and south-east Asia capital markets group, and specialises in debt transactions involving India. Jonathan Horan is a specialist in equity-linked transactions in south-east Asia and Australia. Phillip Hall is increasingly known for convertible bond transactions and medium-term note programmes. Counsel Maree Quinn has developed a reputation for advising on IBOR transition.

Practice head(s):

Amit Singh

Other key lawyers:

Jonathan Horan; Michele Discepola; Phillip Hall; Maree Quinn

Testimonials

‘Linklaters is notable for its deep bench strength and strong understanding of Asian debt capital markets. Linklaters continues to impress with its ability to provide timely, thoughtful and innovative to complicated problems. In particular, Linklaters has been a thought leader in global LIBOR transition and the application of digital solutions to capital markets.’

‘A consistent quality across the Linklaters capital markets team in Singapore is their ability to focus on the client and relentlessly improve the overall client experience. They have demonstrated a willingness to take on feedback and revisit processes to add more value to their clients. Jonathan Horan is the go-to lawyer in this region on the application of blockchain to capital markets and is noted for his ability to provide solutions to present issues and also pre-empt future problems which may emerge in this nascent space. He is very experienced and technically sound.’

Key clients

Adani Group

Australia and New Zealand Banking Group (ANZ)

Bank of America Merrill Lynch

Barclays

BNP Paribas

BOC International (BOCI- Bank of China subsidiary)

China Construction Bank

CIMB

Credit Suisse (CS)

Citigroup

DBS Bank

Deutsche Bank

Goldman Sachs

HSBC

JSW Steel

J.P. Morgan

NTUC Income Insurance Co-operative Limited

Maybank

Morgan Stanley

Oversea-Chinese Banking Corporation (OCBC)

Renew Power Limited

Standard Chartered Bank

UBS Group AG

United Overseas Bank (UOB)

UPL Corporation Limited

Vedanta Resources Limited

Oversea-Chinese Banking Corporation (OCBC)

Work highlights

  • Advised the Government of Malaysia issuance of US$800m Trust Certificates due 2031 and US$500m Trust Certificates due 2051. The joint offering was the highest oversubscription rate ever achieved by the Government of Malaysia. The issuance of US$800m Trust Certificates due 2031 is the world’s first US Dollar Sustainability Sukuk issued by a sovereign.
  • Advised the arranger and dealer on the establishment of a S$2bn Euro Medium Term Note Programme by NTUC Income Insurance Co-operative Limited, and advised the lead manager on the S$800m 3.10% Subordinated Notes due 2050 First Callable in 2040 issued thereunder. The drawdown was the first issuance and the largest subordinated debt offering by a Singapore insurer since 2012. It is also the longest dated subordinated note issuance in the Singapore dollar bond market.
  • Advised the joint lead managers on the issuance of US$700m Zero Coupon Guaranteed Senior Unsecured Convertible Notes due 2025 guaranteed by Xero Limited and Concurrent Buyback of Existing Convertible Notes due 2023 and Linked Call Spread transaction–This was an extremely complicated transaction with several innovative elements

Baker McKenzie Wong & Leow

Baker McKenzie Wong & Leow's Singapore lawyers handle DCM and ECM work, acting for global issuers, underwriters, shareholders and strategic investors. The group benefits from a number of in-office foreign desks, connecting it to Australia, China, Japan, Indonesia, Malaysia and Thailand, and often works alongside colleagues in Hong Kong, giving it a strong presence in the Asia Pacific market. Ashok Lalwani  heads the Asia Pacific capital markets group, and focuses on public and private international securities offerings, also an area of expertise for corporate lawyer Kenny Kwan. Xavier Amadei's practice spans equity and debt transactions.

Practice head(s):

Ashok Lalwani

Other key lawyers:

Kenny Kwan; Xavier Amadei

Key clients

Amcorp Group Berhad

Afterpay Limited

Bank of China (Hong Kong)

Bell Potter Securities Limited

BOC International

CIMB

CMB Wing Lung Bank Limited

Credit Suisse

Frasers

Guotai Junan International

HSBC

ICBC (Asia)

J.P. Morgan Securities (Malaysia) Sdn Bhd,

Maybank/Maybank Kim Eng

RHB Investment Bank Berhad

Siam Cement Public Company Limited

Singapore Paincare Holdings Pte. Ltd.

UBS

Westwood Group Holdings Limited

3SBio

Work highlights

  • Advised Frasers Property AHL Limited and Frasers Property Limited (Guarantor) on the update of their AUD2bn Multicurrency Debt Issuance Programme. Advised FLCT Treasury Pte. Ltd., Perpetual (Asia) Limited and Frasers Logistics & Commercial Trust on the update of their SGD1bn Multicurrency Debt Issuance Programme.
  • Advised Siam Cement Public Company Limited in relation to the spin-off of its subsidiary, SCG Packaging Public Company Limited.
  • Acted as counsel to the joint global coordinators and joint bookrunners as to US federal securities law and English law in respect of Mr D.I.Y. Group’s initial public offering of up to RM1.bn.

Clifford Chance

At Clifford Chance, lawyers are instructed on equity and debt capital markets work, drawing on expertise in US capital markets transactions originating in Indonesia, Thailand and Singapore and leveraging an strong international office network. The group is able to handle Singapore law transactions, utilising qualifying foreign law practice and formal law alliance licenses. Jointly heading the department,  US-qualified Johannes Juette has a strong track-record in IPOs, high-yield debt issues and tender offers; Jean Thio has a practice involving US securities matters; and Gareth Deiner is a debt capital markets expert with experience in green and sustainability-linked bonds. Counsel Ying Chiang Chong is particularly known for her knowledge in retail bond regulations. In 2021, the group lost Raymond Tong to Rajah & Tann Singapore LLP and Rahul Guptan to White & Case Pte. Ltd..

Practice head(s):

Johannes Juette; Gareth Deiner; Jean Thio

Other key lawyers:

Ying Chiang Chong

Testimonials

I would single out Johannes Juettes and Gareth Diener and also Ying Chiang Chong as our preferred counsel for all our capital markets transactions. Johannes consistently able to provide practical and commercial solutions to complex matters, demonstrating his extensive experience and ability to pivot to deal with last minute issues. Gareth is highly detailed and technical. Ying Chiang is a safe pair of hands. The CC team is definitely our go-to team in Singapore as they continuously provide excellence whilst being enjoyable to work with

A strong and dedicated team, extremely committed, dedicated and willing to put in long hours if needed.’

Johannes is one of the most outstanding capital matters lawyer I have come across. Besides being a technically sound lawyer, Johannes has a very sound insight into commercial aspects of business and can help the client to make more informed decisions.’

Key clients

Surbana Jurong

Singapore Airlines

Star Energy Geothermal Group

Government of Indonesia

Axiata Group

Bank Mandiri

ANZ, DBS

PTT Exploration and Production (‘PTTEP’)

PT Perusahan Listrik Negara (‘PLN’)

Garuda Indonesia

Harps Holding Bhd

Work highlights

  • Advised Star Energy Geothermal Group, Indonesia’s largest geothermal company, on its offering on the Singapore Stock Exchange of a dual tranche US$1.1bn green project bond – the first investment grade green project bond from the private sector in Indonesia. The offering consists of US$320m 3.25% senior secured amortising notes due 2029 and US$790m 4.85% senior secured amortising notes due 2038, both rated Baa3 by Moody’s and BBB- by Fitch and offered under Regulation S and Rule 144A.
  • Advised International Finance Corporation, IFC Emerging Asia Fund, LP and Indigo Philippines LLC, an affiliate of private equity firm Indigo Partners LLC, on the private placement of US$250m convertible bonds due 2027 by low-cost carrier Cebu Air, Inc. (Cebu Pacific) listed on the Philippines Stock Exchange. The bonds are convertible into common shares of Cebu Pacific. The shares issued as a result of the conversion of the convertible bonds will be listed on the Philippines Stock Exchange.
  • We advised ANZ and DBS Bank as joint lead managers on the issuance of Surbana Jurong Group’s S$250m bond offering under its US$1bn multicurrency debt issuance programme. The bond, due 2031, is the first Singapore dollar-denominated sustainability-linked bond and the first public sustainability-linked bond issuance by a Southeast Asia-based company. This is the first public sustainability-linked issuance from a Southeast Asian-based company and a first in the Singapore dollar fixed income market.

Milbank

Milbank has developed a strong profile for cross-border high-yield debt transactions and investment grade debt deals, advising issuers and lenders, although it also has a notable ECM practice. From Singapore, the group advises on transactions across Asia, with recent experience in transactions involving Indonesia, Malaysia and India. Drawing on broader firm expertise in real estate, the group counts a number of big-name developers as clients. While the firm lost James McFarlane to an in-house role in June 2021, it brought on special counsel Terrence O’Donnell from Shearman & Sterling LLP in July 2021, bolstering the group’s capabilities in ECM transactions. Giles Kennedy leads the team.

Practice head(s):

Giles Kennedy

Other key lawyers:

Terrence O’Donnell

Testimonials

We had engaged with Milbank for the past 15 years or so since our first bond issuance and we always had very positive experience with the team. Their knowledge on the High Yield capital market and their experience has helped us in negotiating key terms with the banks and bond investors. The whole team from junior to senior partners are very helpful, responsive and knowledgeable. We will certainly plan to continue work with them again in the future.’

The partners we worked with is mostly Giles Kennedy. Giles is the most helpful lawyer who is available to advice us in navigating the complex bond covenants, all without additional charges! He would spend hours discussing our covenants with New York and London’s counterparts and return back to us with comprehensive answers and proposed solutions. Giles is always willing to all the way out in providing creative solutions within possible law and regulation limitation.’

Key clients

Tiga Acquisition Corp

Triterras Fintech Pte Ltd

Singapore Airlines

GMR Airports Ltd

Citigroup Global Markets Inc.

Deutsche Bank AG

The Hongkong And Shanghai Banking Corporation Limited

J.P. Morgan Securities

Standard Chartered Bank

PT Lippo Karawaci Tbk

PT Alam Sutera Realty Tbk

Lippo Malls Indonesia Retail Trust Management Ltd.

PT Bukit Makmur Mandiri Utama

Credit Suisse

DBS Bank

Barclays

Bank of America Merrill Lynch

MUFG Bank

Maybank

Delhi International Airport Limited

Work highlights

  • Advised Tiga in connection with the establishment of a special purpose acquisition company (SPAC) and the SEC-registered IPO and listing of the units thereof.
  • Advised Triterras Fintech Pte Ltd., a leading fintech company for commodity trading and trade finance in its entry into a business combination agreement with Netfin Acquisition Corp., a special purpose acquisition company targeting businesses in the fintech industry, resulting in Triterras Fintech to becoming a Nasdaq listed company via a reverse takeover. This was one of the first de-SPAC transactions by an Asian Company.
  • Advised the joint lead managers on a US$6bn multi-tranche senior bond offering by Malaysia’s state-owned oil and gas company Petroliam Nasional Berhad (“PETRONAS”). The US$6bn bond offering included US$2.25bn 10-year notes at 3.50%, US$2.75bn 30-year notes at 4.55% and US$1bn 40-year notes at 4.80%.

Shearman & Sterling LLP

Shearman & Sterling LLP has a strong presence in the high-yield bond space, leveraging a presence across the Asia Pacific region. The group is also able to handle equity work, and is often called upon for IPOs, reorganisations and private placements. Andrew Schleider heads the department, assisting a wide variety of financial institutions with their transactions. In July 2021, counsel Terrence O’Donnell left to join Milbank.

Practice head(s):

Andrew Schleider

Other key lawyers:

Valerie Ching

Key clients

Citigroup

Credit Suisse

Deutsche Bank

GLP Pte

GMR Hyderabad International Airport Limited

Goldman Sachs

Greenko Dutch B.V. and Greenko Energy Holdings Limited

Mandiri Securities

Morgan Stanley

Standard Chartered Bank

UBS

Work highlights

  • Advised Citigroup Global Markets Limited and Credit Suisse (Singapore) Limited as the initial purchasers in connection with the issuance and sale by Nickel Mines Limited of US$175m aggregate principal amount of its 6.50% Notes due 2024 (the “Notes”). The Notes are listed on the Singapore Exchange Securities Trading Limited.
  • Advised Greenko Dutch B.V. and Greenko Energy Holdings Limited in connection with the offering of US$940m aggregate principal amount of 3.85% Senior Notes due 2026 guaranteed by Greenko Energy Holdings on a senior basis.
  • Advised GMR Hyderabad International Airport Limited in connection with its US$300m Rule 144A/Regulation S offering of high yield US dollar bonds. This is the third Reg S/ 144A transaction on which S&S has advised the issuer.

White & Case Pte. Ltd.

At White & Case Pte. Ltd., lawyers handle capital markets transactions across south east Asia, benefitting from a dedicated securities team made up of debt and corporate finance lawyers. The group also regularly advises issuers and underwriters on equity deals, and has developed a niche in Asia-based SPACs. US- and English-qualified Kaya Proudian leads the team and is also the Asia capital markets practice head. In May 2021, Rahul Guptan joined from Clifford Chance, bringing with him expertise in equity and debt capital markets across the region. Associate Hendy Handoko has developed a reputation for debt and equity offerings in the US.

Practice head(s):

Kaya Proudian

Other key lawyers:

Rahul Guptan; Hendy Handoko; Bhavya Bhandari

Key clients

BNP Paribas

The Carlyle Group

CIMB Investment Bank Berhad

Citigroup

CLSA Limited

Credit Suisse

Deutsche Bank

Dubai Islamic Bank P.J.S.C.

The Government of Republic of Indonesia

Merrill Lynch

Nomura Singapore Limited

PT BNI Sekuritas

PT Mandiri Sekuritas

Standard Chartered Bank

UBS

Work highlights

  • Advised the Arrangers and Managers on the update of the Government of Republic of Indonesia (RoI)’s Rule 144A/Reg S US$25bn Trust Certificate Issuance Program and the subsequent US$3bn multi-tranche sukuk offering under the Program which closed in June 2021.
  • Advised Deutsche Bank, BNP Paribas, Credit Suisse, CIMB Investment Bank Berhad and Shanghai Pudong Development Bank Co., Ltd. in connection with LMIRT Capital Pte. Ltd.’s Regulation S offering of US$200m 7.500% Guaranteed Senior Notes due 2026.
  • Advising the Underwriters in the IPO of PT Archi Indonesia Tbk, an Indonesian gold mining company, including a Rule 144A/Regulation S offshore tranche.

DLA Piper

DLA Piper‘s team is well-integrated into the firm’s regional and international office network and is most known for its expertise in SPAC structures. The group also regularly handles high-yield bond financings, with high-profile clients in the real estate and technology sectors. It is increasingly active in providing securities regulatory advice in relation to crypto currencies. Managing partner Joe Bauerschmidt jointly leads the group alongside debt capital markets expert Philip Lee. David Kuo, who arrived from Milbank in January 2020, brings with him knowledge in both debt and equity transactions.

Practice head(s):

Joe Bauerschmidt; Philip Lee

Other key lawyers:

David Kuo; Mei Sum Chan

Testimonials

‘Well balanced between technical knowledge and ability to formulate pragmatic solutions. Able to hold their own against firms further up the food chain. The team is resilient and able to manage well during crunch time in transactions.’

‘Philip Lee offers a great service – very responsive and able to give clear and useful advice even in high pressure situations. ’

Transparent billing, able to explain legal terms to non-legal professionals.’

Key clients

PT Asia Vision Network

Sylebra Capital

PT Bank Mandiri (Persero)

Hydoo International Holding

Geophysical Sub-Strata

Enjin

Mandiri Securities

Haitong

Axis Bank

Washington H Soul Pattison Company Limited

Webjet

Work highlights

  • Advised an Indonesian media conglomerate, the MNC Group in a US-SEC registered exchange offer of securities and reverse merger with a SPAC.  The SPAC business combination is scheduled to file within the next few weeks and will be the first substantial Southeast Asian SPAC transaction. The transaction is rumoured by Bloomberg to create the “Netflix of Asia” and will create a Nasdaq listed stock with market cap in excess of US$600m.
  • Advised Avation on a significant debt restructuring involving negotiations with holders of its US$350m high yield bond issues. Through our work, the client was able to achieve a bond restructuring which is critical to the company’s survival during Covid-19.
  • Advised on Sylebra Capital’s US$855m PIPE investment, in the US$1.2b business combination of RMG Acquisition Corporation II with ReNew Power (India’s leading pure-play renewable energy producer, US$8b valuation)

Hogan Lovells Lee & Lee

In Singapore, the team at Hogan Lovells Lee & Lee, under the leadership of Andy Ferris, focuses on debt capital markets and securitises, as part of the firm's regional network across Australia, India, Indonesia and China. The group is most known for its expertise in euro medium-term notes (EMTNs), as well as restructurings and issues related to ESG financing.  In June 2021, senior associate Daniel Mok left for an in-house position.

Practice head(s):

Andy Ferris

Key clients

HSBC

RHB Bank Berhad

BNP Paribas

RBC Europe

ANZ

JP Morgan

Morgan Stanley

The Bank of Nova Scotia

Citigroup

Bank of America

Deutsche Bank

Vicinity Centres RE Ltd

Flight Centre Travel Group

BOC Aviation

Ausgrid

Afterpay Limited

UBS

Work highlights

  • A cross-border team advised Flight Centre Travel Group (FLT) on its recent inaugural convertible bond offering in the international debt capital markets. Hogan Lovells acted as English law counsel and the Singapore listing agent on the transaction of your business.
  • Advised Afterpay Limited on its A$1.5bn unsecured zero-coupon convertible notes offering. Hogan Lovells acted as English law counsel to the company.
  • Advised BOC Aviation Limited on the update of its US$15bn Global Medium Term Note Programme and subsequent issue of US$1bn 2.635% per cent Notes due 2030.