Asia awards International law firm of the year (Asia) · London, LG.Philip LCD’s follow-on...

24 IFLR/April 2006 www.iflr.com

Linklaters

Linklaters’ performance in Asia last yearstood out in a wide variety of markets andpractice areas. In particular, clients and

other independent market players wereimpressed with the lawyers’ quality of adviceand ability to innovate. The firm wasshortlisted for four out of the six awards forvarious practice group-related team of the

year awards, as well as for the China prac-tice of the year. Some of its most impressivework came in greater China, with itslawyers creating several M&A, private equi-ty and high-yield debt landmarks in thePRC. In addition, Linklaters racked up aseries of securitization firsts in Taiwan, ahybrid debt benchmark in Malaysia and thefirst REIT listing in Hong Kong. InIndonesia, Japan, Singapore and Thailand,the firm also led several pioneering and cut-ting-edge deals.

Some of the firm’s key deals were: theLink REIT and Bank ofCommunications IPOs in Hong Kong;exchangeable bond offerings from FirstPacific in the Philippines and Indonesia’sWillow Finance; Sinopec’s privatizationof Beijing Yanhua; Bank of China’s strate-gic investment by a Royal Bank ofScotland led-consortium; debut cross-border securitizations originated byTaiwanese issuers Hsinchu InternationalBank and Chinatrust Commercial Bank.

Asia awards

International law firm of the year (Asia)

Andrew J Pringle of Major Lindsey & Africa presents the award to Simon Davies of Linklaters

www.iflr.com IFLR/April 2006 25

Among the winners of the national lawfirm of the year awards in Asia, Allen &Gledhill helped to structure some prece-dent-setting IPOs on the Singaporeanstock exchange: SP AusNet, the first offer-ing of stapled securities; MacquarieInternational Infrastructure Fund, the firstlisted infrastructure fund; and STX PanOcean which had regional implications asit was the first listing by a South Koreanissuer. Its advice was also essential toChartered Semiconductor’s innovativecross-border $925 million capital raising.In M&A, Allen & Gledhill representedRaffles Holdings in the S$1.72 billion($1.1 billion) sale of its global hotel busi-ness to Colony Capital in the US.

Noted for its all-round quality, Jun HeLaw Offices showed its capabilities onnumerous deals in the PRC. Jun He waschosen by ADB to advise on its debut ren-minbi bond offering into China, a dealwhich required unprecedented regulatoryapproval. The capital markets team helpedBank of Communications to become thefirst overseas-listed PRC bank and alsoworked on the Shanghai Electric’s $640

million IPO. As domestic counsel to Bankof China, Jun He’s bank regulatory expert-ise was critical to coordinating the bank’sstrategic investment package with four dif-ferent foreign investor groups. Meanwhilethe finance team helped to overcome thecomplex security issues raised by the proj-ect financing of Shanghai World FinancialCentre. The project is sponsored by well-known Japanese developer Mori Building.

Kim & Chang remained the top choiceamong clients and international law firmsfor the most challenging deals in SouthKorea. The firm had a particularly strongyear in equity, working on Kumho Tire’sdual concurrent listing in Korea andLondon, LG.Philip LCD’s follow-onoffering of ADSs and shares and Posco’soffering of depositary receipts in Japanwhich made it the first Korean issuer to belisted in Tokyo. Its lawyers also advisedKorea First Bank in its acquisition byStandard Chartered, the largest foreigninvestment in Korean history. Anothernoteworthy deal was the IFLR-nominatedK-Power project in which Kim& Changacted as lender’s counsel.

Asia awards

[left to right] Nigel N T Li of Lee & Li (Taiwan), David Simcock of Bell Gully (New Zealand), Lucien Y K Wong of Allen & Gledhill(Singapore), Llewellyn L Llanillo of SyCip Salazar Hernandez & Gatmaitan (Philippines), Kye-Sung Chung of Kim & Change (Korea),Paul Cargill of Mallesons Stephen Jaques (Australia), Hongli Ma of Jun He Law Offices (PRC) Niwes Phancharoenworakul ofChandler & Thong-ek Law Offices (Thailand), Zia Mody and colleague from AZB & Partners (India), Tumir Sukirno of HadiputrantoHadinoto & Partners (Indonesia), Jerry Ong of Zul Rafique & Partners (Malaysia), Lilian Chang of Deacons (Hong Kong), MasakazuIwakura of Nishimura & Partners (Japan), and Tran Tuan Phong of Vilaf-Hong Duc from Vietnam

National law firms of the year

National winners

Australia, Mallesons Stephen Jaques

PRC, Jun He Law Offices

South Korea, Kim & Chang

Hong Kong, Deacons

India, AZB & Partners

Indonesia, Hadiputranto Hadinoto

Japan, Nishimura & Partners

Malaysia, Zul Rafique & Partners

New Zealand, Bell Gully

Philippines, SyCip Salazar Hernandez &

Gatmaitan

Singapore, Allen & Gledhill

Taiwan, Lee and Li

Thailand, Chandler and Thong-ek

Vietnam, Vilaf – Hong Duc


Asia awards

Asia-PacificMallesons Stephen Jaques

Mallesons Stephen Jaques won IFLR’s Regional Law Firm ofthe Year award. The firm completed a number of complexAustralian-based deals including Spark Infrastructure’s offeringof stapled securities and the Foodland demerger and acquisi-tion by Metcash Trading and Woolworths. Mallesons was alsoactive on several significant cross-border securitizations involv-ing Australian issuers such as RAMS Home Loans and Allco.Elsewhere in the region, Mallesons lawyers in Asia acted forCommonwealth Bank on the sale of its Hong Kong life insur-ance operations and advised the Government of the Lao PDRin connection with the Nam Theun 2 hydropower project.

ChinaFreshfields Bruckhaus Deringer

Freshfields Bruckhaus Deringer was prominent on several pio-neering deals in China. The team’s achievements includedChina Construction Bank’s initial public offering, the first bya big four state-owned PRC Bank, and the first residentialmortgage-backed securitization from China which was alsooriginated by China Construction Bank. Key M&A dealsincluded Petrochina’s privatization of Jilin Chemical, DeutscheBank’s investment in Huaxia Bank and the Bank of America-China Construction Bank deal. Freshfields’ finance lawyersalso worked on a complicated debt financing for theGuangzhou municipal government-backed GZI REIT.

In-houseUBS

The inhouse lawyers at UBS had a busy year across Asia. Forthe Hong Kong team, last year produced the extra challengeof negotiating an important deal where UBS was a principalparty, being its strategic investment in Bank of China.K.Wah’s acquisition of Galaxy Casinos was a tricky M&Adeal, while in capital markets, the lawyers helped to overcomethe numerous difficulties, including legal challenges, whichwere raised in two major privatizations – Chunghwa Telecomand the Link REIT.

Paul Cargill of Mallesons Stephen Jaques receives the award fromStefan Gannon of the Hong Kong Monetary Authority

Teresa Ko of Freshfields Bruckhaus Deringer collects the award fromRichard Williams of the Hong Kong Stock Exchange

Vincent Wong of UBS receives the award from Matthew Olmsted ofRR Donnelley

Pro BonoFreehills

Freehills’ dedication to championing the pro bono causeearnt the firm this year’s pro bono award. In 2005 Freehillscommitted over 30,000 hours to pro bono activities, whichaveraged out to about 30 hours per fee earner. The firm’s probono program has been in operation since the 1980s and isstaffed by a team of eight (six full-time and two part-time).

Its scope is wide and covers non-contentious and con-tentious legal matters. Some of the firm’s pro bono caseshave resulted in significant court decisions. For example,Freehills was successful in a migration test case before theFederal Court for a family having a child with Down’sSyndrome.

Simon Wiggs of Major Lindsey & Africa collects the award from Andrew Crooke of IFLR


Asia awards


Asia awards

EquityDavis Polk & Wardwell

An enviable tally of deals, including fourthat were IFLR-nominated, added up to avery successful year for Davis Polk. Severalof these transactions highlighted the firm’scommitment and ability to innovate. Forexample, ICICI Bank’s $1.75 billion offer-ing raised novel legal issues as it was thefirst simultaneous domestic and cross-bor-der issue from India. Similarly, the KumhoTire IPO marked the first dual concurrentlisting in Korea and London. On the high-profile China Construction Bank IPO,Davis Polk earned praise for its heavyinvolvement on the US side. The Euronextfloat of RHJ International was anotherstandout deal - the first holding companyof a private equity investment.

Debt and equity-linkedLinklaters

Linklaters continued to show why it is adominant market player. The team washighly rated for the quality of its advicewhich was critical to several pioneeringequity-linked deals: Willow Finance’slandmark exchangeable bond; a bench-mark hybrid Tier 1 offering fromMalaysia’s Southern Bank; and the FirstPacific Finance exchangeable bond issue,the first of its type from the Philippinessince the financial crisis. Its pan-Asian cov-erage was difficult to beat, racking upsizeable deals in India, Korea, Japan,Singapore, Taiwan and Thailand. The firmalso won key mandates in China such asthe successful high-yield bond offerings byHopson Development and Xinao Gas.

SecuritizationLinklaters

Linklaters’ securitization strategy paidoff handsomely. Although the new teamjoined partway through 2005, it quicklyscored roles on impressive deals. Theseincluded two precedent-setting deals fromTaiwan: the first cross-border residentialmortgage-backed securitization, originatedby Hsinchu International Bank; and thefirst hybrid CBO to use local and foreigncurrency securities, originated byChinatrust Commercial Bank. Korea wasanother important source of work, includ-ing a significant cross-border securitizationof auto loan receivables and a series ofcredit card receivables securitizations. Themajor securitization houses also continuedto rate the team highly.

Hyun S Kim of Davis Polk & Wardwell collects the award from Jonathan Collins of Jardine Matheson

Andrew Lockhart of Linklaters receives the award from Patricia L C Hui of Hutchison Whampoa

Mary Matson of Linklaters collects the award from Ferheen Mahomed of Societe Generale


Asia awards

M&A Clifford Chance

Clifford Chance continued to be a leadingplayer in the region, filling its portfolio withseveral standout transactions. Its headlinedeal was Lenovo’s high-profile $1.75 billionacquisition of IBM’s PC business – theteam’s regulatory and transactional skillswere credited with being instrumental to thedeal’s success. The firm also made waves inIndonesia, advising Phillip Morris on arecord-breaking $5.2 billion takeover ofmajor cigarette producer Sampoerna.Finally, Singapore’s government investmentarm, Temasek, drew on Clifford Chance’sChina expertise for its $4 billion foray intothe PRC financial sector which landedTemasek stakes in both China ConstructionBank and Bank of China.

Project financeAllen & Overy

Consistently recognized as a standoutfirm, Allen & Overy continued to impressmarket players with its depth and breadthof resources. It won the coveted role oflender’s counsel on the Nam Theun 2Hydropower Project, reinforcing the firm’sposition as a leading adviser to lenders inthe region. The team also acted for a syn-dicate of PRC and foreign banks lendingin renminbi and US dollars to the SCIPICindustrial gas project in China, one of thefew such mixed financings in the market.Another complex deal was the $250 mil-lion gasfield acquisition financing providedto major Indonesian oil company, EnergiMega Persada.

RestructuringClifford Chance

Clifford Chance’s work on several interest-ing and complex deals allowed it to displayits strong depth and breadth. The highlightof last year was the resolution of the long-running creditor controversy surroundingthe $2.9 billion Dabhol power project.Clifford Chance scored high praise forhelping the foreign lenders to negotiate thebest possible terms for themselves in a diffi-cult environment. Major corporaterehabilitations in the Philippines, such asMaynilad Water Services and Bayantel, alsokept the team busy. Another notable deal,this time in the PRC, was the $104 millionrestructuring of Boto’s leveraged buyoutfinancing.

Roger Denny of Clifford Chance receives the award from Vincent Wong of UBS

Thomas Brown of Allen & Overy receives the award from Joseph Longo of Deutsche Bank

Roger Denny of Clifford Chance collects his second award of the night, from Vincent Wong of UBS


Asia awards

EquityLink REIT

The long awaited Link REIT finallylaunched in late 2005 to enthusiasticinvestor demand. As Hong Kong’sfirst REIT, it set the ground for anumber of other REITs to follow inquick succession. The deal size wasalso impressive - at HK$22 billion($2.8 billion) it marked Hong Kong’sbiggest privatization and the world’sbiggest REIT IPO.

HSBC, UBS and Goldman Sachsplayed key roles on the deal, having

worked on its first incarnation whichwas pulled in 2004 after an extraor-dinary legal challenge. This wasresolved with a Court of FinalAppeal ruling in 2005 that the HongKong Housing Authority had powerto divest 180 shopping centres and79,000 carparking lots into theREIT portfolio.

The firms involved were Allen &Overy, Clifford Chance, Linklaters,Shearman & Sterling and Simmons& Simmons.

Debt and equity-linkedMandra Forestry

High-yield deals tend to be challenging,especially when they involve Chinese com-panies. Mandra Forestry raised the bar byraising $195 million through its 12%guaranteed senior secured notes due 2013.This was a significant achievement as theissuer was a start-up company which hadnot commenced operations at the time ofthe offering.

The deal also came at a difficult timewhen issuers such as Ford and General

Motors had been downgraded to belowinvestment grade. In the end, MorganStanley was able to sell the deal on thebasis of future revenue arising from servic-ing arrangements with Sino-Forest and anagreement to acquire forestry plantations.The structure is one that bankers hope toreplicate for start-up companies in otherindustries.

The deal benefited from the combinedhigh-yield expertise of Davis Polk &Wardwell and Milbank Tweed Hadley &McCloy. Both teams devised a complexhybrid of project-style and corporatecovenants to meet the needs of the

investors and the issuer.Intricate security arrangements includ-

ing a cash sweep mechanism and upstreamguarantees and pledges were also put inplace. An equity kicker in the form of war-rants to purchase up to 20% in the issuer’sholding company further enhanced theattractiveness of the investment.

The other law firms involved wereLinklaters, Morrison & Foerster,Slaughter and May, Commerce &Finance Law Offices, Jingtian &Gongcheng, Conyers Dill & Pearmanand Walkers.

SecuritizationIndocoal Exports

Praised by advisers around the region, Indocoal’s $600 millionstructured export notes offering effectively re-opened Indonesia’semerging securitization market for the first time since the finan-cial crisis. It also enabled PT Bumi Resources to refinance itsbank debt and meet a number of funding objectives.

A great deal of structural ingenuity was required for the notesto achieve an investment grade rating of BBB- from Fitch.

The law firms involved were Sidley Austin, White & Case,Paul Hastings, Ali Budiardjo Nugroho Reksodiputro,Hadiputranto Hadinoto & Partners, Mochtar Karuwin &Komar, Jones Day and Maples and Calder.

Davis Polk & Wardwell chalked up its second equity team ofthe year title at this year’s IFLR Asian Awards. The winfurther cemented the hold that US firms have over this

highly competitive category. To date, the winners have been concen-trated in a small group of Wall Street firms comprising Davis Polk,Shearman & Sterling and Sullivan & Cromwell.

The dominance of US firms is also reflected in the nomineestatistics. This year saw US firms snapping up four places on theshortlist compared to the two spots held by English firmsFreshfields Bruckhaus Deringer and Linklaters.

At the 2002 Asia awards, the equity nominees were composedentirely of US firms and since the awards’ inception, a total ofeight US firms have made the shortlist. Besides Freshfields andLinklaters, the only two other English firms to have achieved thesame feat are Clifford Chance and Slaughter and May.

For many of the US firms, equity work makes up a significantand lucrative proportion of their Asian practices. Indeed all ofthe nine short-listed equity deals this year involved at least oneUS firm, while the English firms were absent from almost half ofthe deals. But as English firms with high-quality US capabilitiescontinue to pick up more US law mandates, it will be interestingto see which of them will be the first to break the victorydrought.

Jeremy Webb of Linklaters, Jennifer Peng of Shearman& Sterling and Rodney Cannon of Clifford Chance

Everton Robertson of Maples & Calder, Harun Reksodiputro andTheodoor Bakker of Ali Budiardjo Nugroho Reksodiputro, TodEddy of Sidley Austin, Michelle Taylor of Paul Hastings, andSimone Soong of White & Case

US firms dominateequity in Asia


Asia awards

Last year law firms in Asia found themselves not just advisingon milestone deals but achieving practice milestones of theirown.

In the debt and equity-linked section, Latham & Watkinsemerged as a new contender, ranking alongside establishednames. Another notable inclusion was in securitization, whereLinklaters featured for the first time and went one further tobring home its first award in that category. This achievementcame less than a year after the firm poached Clifford Chance’saward-winning structured finance team.

However Clifford Chance made up its loss with a first-timevictory for its restructuring team, which had been nominated onfour previous occasions. Shearman & Sterling, one of the mainadvisers on the winning restructuring deal Asia Pulp & Paper,also earned its first nod in the restructuring team category.

There were some major shake-ups in the national law firmtitles, with Deacons ending Johnson Stokes & Masters’ five year-run as Hong Kong law firm of the year and AZB & Partnersdoing the same to Amarchand Mangaldas in India.

The shortlists for the larger awards saw some first-timeentrants as well. Davis Polk made its debut on the internationallaw firm shortlists, thanks to an exceptionally strong year in capi-tal markets and corporate finance. For Herbert Smith, its Chinapractice was the firm’s star performer, garnering its first-everteam nomination at the Asian awards.

RestructuringAsia Pulp & Paper

Few Asian restructurings come close to Asia Pulp & Paper (APP)in terms of size and complexity. It took four years to complete themonumental task of restructuring $14 billion in debt. The legallyintensive deal benefited from having two of the most experiencedfirms, Shearman & Sterling and White & Case involved from theoutset.

The restructuring was conducted in several stages due to thenumber and diversity of creditors which included local and inter-national bondholders, Japanese trading companies, internationalbanks and export credit agencies from 12 countries. The otherlaw firms were Lubis Ganie Surowidjojo and SoewitoSuhardiman Eddymurthy & Kardono.

M&ALenovo-IBM

China’s Lenovo Group made worldheadlines when it acquired IBM’s PCbusiness to become the world’s third-largest PC company. The $1.75billion acquisition highlighted theincreasing global aspirations ofChinese companies.

Clifford Chance and CravathSwaine & Moore scored the keylegal roles, sitting on the oppositesides of the negotiating table.Negotiating the asset deal was excep-

tionally complicated due to the glob-al nature of the business beingacquired. This called for due dili-gence and regulatory compliance inmany jurisdictions.

The other law firms involved wereCleary Gottlieb Steen & Hamilton,Herbert Smith, Paul Weiss RifkindWharton & Garrison, Weil Gotshal& Manges and Fangda Partners.

Project financeNam Theun 2 HydropowerProject

For many lawyers, being involved inthe landmark Nam Theun 2hydropower project was an opportu-nity to help develop one of theworld’s poorest countries.

The magnitude of the $1.25 bil-lion deal is demonstrated by theimmense legal work involved: 120documents including over 60 financ-ing documents; 15 legal opinionsfrom over 10 law firms; advice span-

ning Lao PDR, Thailand, Singapore,France and England.

Allen & Overy and CliffordChance won much praise for theirskilful handling of such a vast under-taking. The lending group of 27institutions included multilaterals,commercial lenders, bilaterals andexport credit agencies and as such,the intercreditor issues were numer-ous and significant.

The other law firms involved wereMallesons Stephen Jaques, Chandlerand Thong-Ek and Mekong LawGroup.

John Moore of Herbert Smith, Shan M Chang of ClearyGottlieb and Neeraj Budhwani of Clifford Chance

Paul Cargill of Mallesons Stephen Jaques and Andrew Whan of Clifford Chance

Sandor Schick of Shearman & Sterling and Bronwyn Eynon-Lewisof White & Case

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