IFLR 1000
The Guide to the World's Leading Financial Law Firms

Peers in the market recognise Latham's team for its particular capabilities in counselling issuers in navigating the complexities of IPOs and follow-on offerings, as well as the issues associated with listing in the US and Hong Kong. Latham's team is especially strong in the IPO space, with leading partners representing clients on US and Hong Kong IPOs. Clients seem to appreciate Latham's accessibility and investment in their business goals. "The team is committed and responsive to our enquiry," says one client. "And they are always readily available to give us quality legal service and support even with short notice.

The firm took a hit in August 2011 when Hong Kong based partners David Zhang, John Otoshi and Benjamin Su left to help establish the local Hong Kong practice at Kirkland & Ellis.

In 2010 the team acted for the underwriters as Hong Kong and US counsel in Bank of China's high-profile A+H shares rights offering. The deal, which was part of the bank's capital raising plan, helped it to raise approximately Rmb100 billion ($15 billion) and represented the largest amount of money raised by a Chinese bank in a refinancing plan. This was the Latham's first time advising on both Hong Kong and US law for an H-share IPO and the deal was "highly oversubscribed" when it was priced. Partners Michael Liu, William Woo, Eugene Lee and Benjamin Su led Latham's team in advising on the offering.

Cathy Yeung, Michael Liu and Allen Wang also acted for the issuers in another H share rights offering, advising China Suntien Green Energy on its Hong Kong IPO and international offering under Rule 144A/Reg S valued at HK$3.294 billion (approx. $422.3 million).

Latham's team also represented several Chinese companies in their US listings. Partners David Zhang, Eugene Lee and Benjamin Su represented issuer China Ming Yang Wind Power Group in its Nyse IPO. Despite the sometimes volatile market conditions that Chinese companies can face in listing overseas, shares of China Ming Yang Wind Power Group received strong interest. The deal was fully covered on the first day by a mix of institutional investors, and was successful in comparison to several other Chinese renewable energy companies who decided to withdraw or postpone their overseas listings.

Latham & Watkins' project finance team is based across the Hong Kong, Singapore and Tokyo offices and is focused on the oil & gas, mining, and infrastructure sectors.

One of the largest deals the Hong Kong team worked on this year was in representing the lenders on the Hongsa Mine-Mouth Power project in Xayaboury, Lao PDR. The project involved financing for the development of power and mining facilities, including construction of a 1.878MW power plant with three lignite-fired power generation units which are scheduled to be completed in June 2015. This financing was groundbreaking in that it was the largest project loan ever raised exclusively by Thai banks, and also one of the largest ever power projects undertaken in Southeast Asia. Veteran partner Joe Bevash and Stephen McWilliams led the Latham team on the multi-jurisdictional project, which also involved a power plant and coalmine that were owned by separate project companies but financed together.

"Latham's practice is really well known among top firms for their regional project financing work," says one peer.

The Latham & Watkins team continues to represent headline companies on leading Chinese-related inbound and outbound deals. Internationally, one of the M&A team's major deals last year involved advising Repsol YPF on its strategic alliance with Sinopec for the purposes of jointly developing the projects of Repsol Brasil. The transaction, valued at $17.8 billion, created one of Latin America's largest energy companies. Repsol was the country's third-largest oil producer in 2009 and is one of the largest independent upstream operators in Brazil. The deal also represents the second-largest overseas purchase in history by a Chinese company and the third time a Chinese state-owned enterprise invested in Latin America in 2010. Hong Kong-based partner Kenneth Chan took the lead on the China side of the deal, which required Latham's team working across their offices in Hong Kong, Madrid, Barcelona and London.

Shanghai partner Rowland Cheng was also active acting for the Bright Food Group on two high-profile proposed acquisitions - a $3 billion bid to acquire leading US-based vitamin and supplement chain retailer GNC Holdings and a £2.2 billion ($3.2 billion) bid to acquire United Biscuits, a British food manufacturer. On the inbound side, Cheng's team represented K12, a NYSE-listed provider of online educational services in the US, in its acquisition of Chinese language training company Web International English.

Newly-promoted partner Tim Gardner is currently representing the Primavera Capital Group (the private equity firm established by former Greater China chairman for Goldman Sachs Group Fred Hu) in connection with the complex privatisation of Chemspec International and Hong Kong-listed MIE Holdings. Hu also represented MIE Holdings in relation to its acquisition of oil and gas field assets in Kazakhstan from a US-listed company.

Latham & Watkins is known in the Hong Kong market for its keen ability to help issuers and underwriters wishing to list in Hong Kong and the US. However, as Latham was one of the earliest of Hong Kong's US firms to develop Hong Kong law capability they also have a comparative advantage over their peers in having both credible US and Hong Kong law practices.

However the firm took a hit in August 2011 when Hong Kong based partners David Zhang, John Otoshi and Benjamin Su left to help establish the local Hong Kong practice at Kirkland & Ellis.

Clients laud the equity capital markets group for its ability and knowledge. "The team led by Michael Liu has demonstrated a high level of professionalism in advising us on international and local matters," says one client, "and, more importantly, they have extensive knowledge and a good understanding of the market and the overall commercial and legal environment in which the Hong Kong Exchange operates."

Another client appreciates the firm's connectivity with important entities in Hong Kong, adding that: "Michael Liu and his team are well-connected and have good connections with the stock exchange and regulators."

Latham & Watkins has a largely well-distributed practice on the Hong Kong and US sides. One of the team's key Asia-side deals this year was advising underwriters as Hong Kong and US counsel in Bank of China's high-profile A+H shares rights offering. The deal was part of the bank's capital raising plan and helped to raise approximately Rmb100 billion ($15 billion). This represented the largest amount of money raised by a Chinese bank in a refinancing plan. The deal also represented the first time that Latham advised on both Hong Kong and US law for an H-share IPO.

Despite an awkward market the team also represented several Chinese companies on US listings including China Ming Yang Wind Power Group in its listing on the Nyse. Because the deal was fully covered on the first day by a mix of institutional investors it was successful in comparison to several other Chinese renewable energy companies who decided to withdraw or postpone their overseas listings.

The teal also represented China-based Qihoo 360 Technology Company on its $202 million Nyse listing in April 2011. The listing for China's 3rd largest internet company was particularly successful (especially in the face of market conditions), and closed up more than 130% on the first day it was listed.

Latham & Watkins has a strong showing across the high-yield and convertible bond areas of the debt capital markets space. Clients compliment Latham & Watkins on their capabilities and way of servicing clients. "They are pretty strong among US legal firms," says one client, "They are near the top in terms of technical skills and structuring capabilities. One of the deals we did for a developer in China, there were a lot of carve-outs in the covenant package for the high-yield offering, and Lathams played a critical role in resolving those issues. I think the key difference here is that they are more practical and they give three or four options. They never just follow the banker's instructions and act simply as a messenger. They are more keen to find a solution and direction. Latham's team is one of the strongest on the street."

Underscoring the firm's high-yield capability, Latham's debt capital markets team recently advised underwriters Deutsche Bank, Credit Suisse and JP Morgan in relation to the Rule 144A/Reg S offering by PT Bumi Resources of $700 million of 10.75% guaranteed senior secured notes due 2017.

Latham & Watkins has a strong banking practice, especially when it comes to project finance arrangements for the firm's work across Southeast Asia. Clients seem especially pleased with the firm's service and ability to handle their banking needs.

"I think the firm has outstanding knowledge. Not only are they professional, but they know how to negotiate with the counterparty and be reasonable," says one client. "They're innovative in that they're able to do non-typical loans. They can work 24 hours a day, around the clock."

In a recent example of the intertwined nature of the firm's banking and project finance practices, partners Joe Bevash and Stephen McWilliams recently represented lenders in relation to the financing for the development of the power and mining facilities components of the Hongsa Mine-Mouth Power Project in Lao PDR. This loan represented one of the largest ever raised solely on the Thai bank market, and one of the largest ever power projects attempted in Asia outside of India.

Latham & Watkins is known in the market for its strong project finance practice across Southeast Asia, and the firm's relationships with banks and investors in the resources and M&A sectors forms one of the major pipelines for inbound and outbound China M&A work.

Along these lines, one of Latham's global headline deals this past year was advising Repsol YPF on its strategic alliance with Sinopec. The two companies together formed a joint venture in order to develop the projects of Brazil's third largest oil producer Repsol Brasil. The transaction was valued at $17.8 billion, and the formation of the joint venture resulted in the creation of one of Latin America's biggest energy companies. The Repsol-Sinopec joint venture also signals the second-largest overseas purchase in history by a Chinese company. The deal was also the third time that a Chinese state-owned enterprise invested in Latin America in 2010, another example of the country's increasing desire for natural resources.

Latham's M&A team also recently advised Daiwa Capital Markets on its acquisition of the Asian equity derivatives and global bonds businesses of KCB group. The deal represented the first time that a warrant trading platform was achieved via a Hong Kong asset transfer. The deal necessitated intricate arrangements and transfer of systems so that trading could be reopened without a hitch on the Monday after the deal's completion.

Based on the strength of Latham & Watkins' Hong Kong and US law practices, the Hong Kong private equity team has received a number of significant instructions over the past year. While Latham's first established itself in Hong Kong via advising on US and Hong Kong IPOs, the strength of the private equity and M&A practices show that this firm is more than just a typical "capital markets shop".

Latham's team works with many major private equity houses in Hong Kong and China. Also, because of Latham's US law and capital markets expertise, the firm is particularly well positioned to capitalise on the growing "go-private" trend in the market. Recently, partner Tim Gardner advised on the privatization of NYSE-listed Chemspec International, as Primavera Capital Group sought to take the Chinese operating company private. Chemspec's market capitalization is valued at approximately $270 million, and the transaction may be a bellwether for similar going-private deals in the future.

Latham & Watkins' Hong Kong-based project finance team has a significant presence in major project financings across the Asia Pacific region, with a wide range of historical involvement across many jurisdictions. The team has particular depth and acumen in the oil & gas, mining, and infrastructure sectors. Partners Joe Bevash and Stephen McWilliams lead the team which advises on projects across Southeast Asia.

This past year, Latham & Watkins team has received several major, high-profile mandates for projects in Lao PDR. One saw the team act for the lenders on the Hongsa Mine-Mouth Power project in Xayaboury. This included the construction of a 1.878MW power plant with three lignite-fired power generation units. The deal was notable as it was the largest project financing undertaken solely by Thai banks.

The Latham team is also currently advising project company Jurong Aromatics in connection with the development and financing of its petrochemicals project. Financing for the $2.63 billion project involves a mind-boggling 11 bank lenders and eight sponsors, who are international as well as Korean, Singaporean and Japanese-based entities.

Latham & Watkins has enjoyed a considerable reputation in India for quite some years. Its India practice operates out of London and Singapore. The firm continues to be highly active in the Indian market, with clients and peers very aware of the firm's presence in the market.

A notable deal in the past year was the firm's representation of the underwriters in Sterlite Energy's IPO of shares on the National Stock Exchange and the Bombay Stock Exchange. The transaction is yet to be completed.

The strong M&A practice at Latham & Watkins has been buoyed by the return of counsel Louis Rabinowitz, who had been posted in Hong Kong from 2008 to 2011. Despite partner Satoshi Karashima's departure, the corporate area of the firm remains strong because of to the leadership of well-regarded partner Michael Yoshii, who heads the practice.

The firm demonstrated its cross-border abilities when it represented Daiwa Capital Markets in its $1 billion acquisition of the global convertible bonds and Asian equity derivatives divisions of KBC Group. Partners Hisao Hirose of Tokyo, Simon Berry of Hong Kong and Nigel Campion-Smith of London all worked on the deal.

Clinching IFLR's Asia Awards in March, for 'Project Finance team of the year and Project Finance deal of the year, Latham & Watkins deservingly moves up a tier in this year's rankings. The team significantly enhances its capabilities with the arrival of Joseph Bevash from the Hong Kong office who takes up the position of managing partner. The Asia based team is based in Tokyo, with four other offices in the region and draws on project finance specialists in Europe, the US and the Middle East when necessary, ensuring its geographical reach expands to the whole Asia Pacific region.

Led by Bevash, the team represented the lenders in connection with the $3.8 billion financing of Hongsa Mine-Mouth Power Project in Lao PDR, the largest project loan ever raised exclusively in the Thai bank market. Another highlight of the team's work this year is the $2.63 billion Jurong Aromatics Petrochemicals Project in Singapore, where the team advised the project company Jurong Aromatics.

Tokyo partner Michael Yoshii continues to be a pivotal player in mining and power related project work playing a lead role in the project financing for GNPower's 600MW Mariveles coal-fired power facility, along with Clifton Strickler and John Sachs.

Latham's experience in debt side transactions have served it well in Singapore, with the firm able to point to a long history of excellence in both straight bond and high-yield work.

It is sometimes said that US lawyers entering a new jurisdiction are both helped and impeded by their 'American style' which although it can bring greater professionalism and results, is sometimes seen as a barrier to true integration with a local jurisdiction. In Singapore, Latham has impressively bucked this trend and indeed clients point to partner Michael Sturrock's understanding of local practice as one of its strengths:

"A good way to describe it is that the approach that they use in the US or Europe doesn't always work as easily here as in those jurisdictions. These successful partners take the general principles and framework that is applied in US/Europe/London and apply it creatively out here to make sure we're getting protections but at the same time dealing with local issues." He continues: "I don't think you can really have a practice out here with success and have a conservative outlook. They have been very practical and helpful in solving problems and dealing with certain challenges out here that you'll find in any transaction in Asia."

These reasons coupled with positive feedback from the market sees the firm move to the top tier this year.

Although debt is the firm's focus, the team can also point to some impressive mandates in the equity space. Last year Sturrock and partner Rajiv Gupta advised Indian company MakeMyTrip in regard to its IPO and listing on Nasdaq. The company released five million shares and raised $80 million. 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 ($830 million) in 4.2% guaranteed notes due in 2050, the longest Singapore dollar-denominated bonds thus far. Temasek Holdings is the guarantor.

Led by Joseph Bevash, who splits his time between Singapore, Hong Kong and Tokyo, the Latham team maintains its tier two position this year after another good string of mandates.

Partners Clarinda Tjia-Dharmadi and David Miles advised arrangers HSBC, Bank Mandiri, Australia and New Zealand Banking Group and Crédit Agricole, among others, regarding a $400 million bank loan for PT Saptaindra Sejati. This was the first time an Indonesian company has raised a large facility with a lengthy seven-year tenure.

Miles also represented borrower STATS ChipPac in securing a $360 million senior secured loan so that the company could repay outstanding debt. The arrangers of the syndicated term loan were Bank of America, Credit Suisse, DBS, Deutsche Bank, Oversea-Chinese Banking Corporation, Sumitomo Mitsui Banking Corporation and United Overseas Bank.

Latham's M&A team is led by managing partner Mark Nelson, who brings his vast Indonesia experience to bear on some of the firm's largest mandates.

A highlight deal this year for the firm has been the $10 billion acquisition of 51% of Cairn India by Vedanta Resources. Partners Rajiv Gupta, Michael Sturrock, Min Yee Ng and David Miles are advising Vedanta Resources in both the acquisition and $6.5 billion in debt financing from a consortium that includes Barclays Capital, Goldman Sachs and JPMorgan Chase.

Sturrock also represented Singapore Technology Telemedia in the $3 billion acquisition of Global Crossing by Level 3 Communications. Singapore Technology Telemedia was the largest shareholder of Global Crossing. The combined company will now own fibre-optic networks over three continents.

Alongside his banking work, lead partner Joseph Bevash continues to be a vital asset to the firm with his knowledge and experience of the Tokyo, Hong Kong and Singapore markets adding crucial weight to multi-jurisdictional transaction advice.

The most active figure in project finance though remains practice group head Stephen McWilliams, who last year advised the lenders on the $2.97 billion financing of the Hongsa Mine-Mouth Power Project. The financing is intended to fund power and mining facilities that will generate the construction of a 1,878MW power plant comprising three ignite-fired power-generating units each. This is the one of the largest project financing deals ever in Asia (excluding India) and is the largest project loan ever raised exclusively in the Thai bank market.

In another project financing transaction, this time in Pakistan, McWilliams represented International Power, the sponsor of the Uch II power project. The lenders, which included the Asian Development Bank (ADB), the International Finance Corporation (IFC), Korea Export-Import Bank and the Islamic Development Bank provided $540 million in funds, partly under Pakistani law, in order to finance the first new IPP (independent power production) facility since the Pakistani government introduced a new power policy in 2002.