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

O'Melveny's strong ties with its market-leading SEC (Securities & Exchange Commission) regulatory advisory practice in Washington DC allows the Greater China team to specialise in finding solutions for obstacles that clients may face in seeking US listings or other securities offerings. "O'Melveny's team is good in terms of expertise," says one client.

The team represented a number of issuers in the US markets this year, including partner David Roberts and his team's advising of Zhongpin on its $70.5 million follow-on public offering on Nasdaq. Shanghai partner Portia Ku also led O'Melveny's China team in representing China Kanghai Holdings in its $78.8 million IPO on the Nyse. Ku and Shanghai partner Kurt Burney also advised iSoftStone Holdings and its shareholders on its $162 million IPO on the Nyse.

On the underwriters' side, David Roberts led a team advising Credit Suisse Securities and Morgan Stanley International as joint bookrunners in the $312.8 million IPO of E-Commerce China Dangdang. The O'Melveny team also represented Oppenheimer and Piper Jaffray and Cowen and Company as co-managers in the offering. The transaction was considered pioneering amongst US IPOs for Chinese companies because of the persistent SEC questions about option valuation that had to be overcome in order for the company to list.

O'Melveny's M&A practice is bolstered by its strength in depth in Chinese and US law. The firm has a genuinely strong team on the ground in China - and this in turn benefits clients, who get quality Chinese advice in-house without being at the mercy of whichever local firm partners with the international firm on a given deal. This has led to O'Melveny's team acquiring a very strong client list, as they advise repeat clients like AMD, Apple, China Development Bank, Deutsche Bank, Escada, General Mills, Goldman Sachs, the Government of Singapore (GIC), Honeywell, and Westinghouse. "They are generally pretty responsive and are basically willing to work to get the thing done," says one client. "They will be available pretty much 24/7."

In September 2010, O'Melveny advised the Special Committee of the Board of Directors of Nasdaq-listed Solarfun Power Holdings in a complex $370 million strategic transaction with Hanwha Chemical Corporation. The transaction will give Hanwha Chemical a 49.9% stake in Solarfun. The deal involves the issuance of approximately $78 million of newly issued shares, as well as an exit sale by Solarfun's two biggest shareholders. Partner Doug Freeman and up and coming counsel Victor Chen led the transaction. In the weeks after the deal was completed, several other full privatisation transactions were announced, including Harbin Electric, Chemspec and Tongjitang. Using a Special Committee process in the context of the proposed related party transaction demonstrates that China-based companies listed overseas continue to increasingly adopt international corporate governance best practices.

Partners Qiang Li and counsel Sean Tai led O'Melveny's team in representing Coty as lead international counsel and chief negotiator and principal drafter of legal documents. The deal, which was one of the largest acquisitions in the Chinese skin care industry, touched upon interesting aspects of a global multinational integrating a privately owned local Asian business. Furthermore, the local business was dominated by a handful of key individuals, and demanded consideration of the role and interests of these individuals after integration, as well as incorporating local goodwill with well known, high-end global brand names.

O'Melveny & Myers' ability to handle complex private equity practice puts them among the top firms in terms of cross-border work in China. "The partners understand all the issues," says a client, "they are very creative in terms of solutions, which is often needed in the private equity space. They are a firm we would use on an ongoing basis. I'd be happy to work with them again and happy to develop a long term relationship with them."

The recent arrival of partner Doug Freeman to the Hong Kong office should also bolster O'Melveny's offerings.

One headline deal this past year saw the team representing Eddingpharm (Cayman), a China-based company that licenses, markets and distributes pharmaceutical products, in its $24 million Series B round of financing that included a $3 million repurchase of ordinary shares held by the founder. The investors were funds managed by OrbiMed Advisors, Domain Associates, and Sequoia Capital.

The team also advised Shanghai-based eHi Car Service (eHi) in its equity financing by a consortium of investors led by Goldman Sachs. eHi is a leading car rental company in China, and the financing was valued at approximately $70 million. Co-investors included Qiming Venture Partners, CDH Ventures, Ignition Capital, JAFCO Asia, and New Access Capital.

O'Melveny & Myers' capital markets team specializes in helping clients seeking US listings, especially Chinese companies that are seeking to go public on one of the exchanges. The firm represents both issuers and underwriters in outbound listing works. O'Melveny's clients also benefit from the firm's strong SEC (Securities & Exchange Commission) regulatory advisory practice in Washington DC.

In a representative transaction last year, O'Melveny's team represented Zhongpin as issuers counsel for its $70.5 million Nasdaq follow-on public offering. Partners Portia Ku and Kurt Burney also advised iSoftStone Holdings on its $162 million IPO on the New York Stock Exchange.

O'Melveny's structured finance and securitisation practice has grown in strength this year, as evidenced by the substantial deals Hong Kong partner Neil Campbell and counsel Bronwen May have advised on this year, especially in the Korean securitisations market. A partner at a rival firm has praise for O'Melveny's structured finance and securitisation work, telling us that "O'Melveny is undoubtedly one of the top three players in the securitisation market in Hong Kong and very few firms can do what they do. Their practice is really establishing a greater presence."

As the securitisation work has picked up over the last year, O'Melveny has gotten a sizeable share of the new workload. The team has advised clients on issues including exposure to Lehman entities from OTC derivatives, the developing Indonesian derivatives market, the use of credit default swaps and other products across Asia and the new regulations for derivatives in China.

Campbell and May recently advised Standard Chartered as sole arranger in the ¥40 billion ($481 million) securitisation of Korean Air's ticket sales for Japan-Korea routes. Korea Finance provided extra protection in the form of a ¥41.22 billion ($536 million) credit facility and Korea Development Bank provided an interest rate swap. Investors viewed the transaction favourably, and it may indicate evidence of a returning demand for asset-backed securities. The complex deal was also executed within an impressive two-month timeframe.

Campbell, May and associate Frankie Tong also recently advised on another Korean Air transaction, in this case representing Daiwa Securities Capital Markets Co (Seoul Branch) and The Korea Development Bank as joint arrangers and The Bank of New York Mellon as Note Trustee in the ¥20 billion ($240 million) securitisation of Korean Air's receivables from cargo transportation on Japan-Korea routes. This transaction was also completed within an impressive two-month window.

O'Melveny & Myers' works closely with its Washington DC office on US financial services regulatory matters.

Recently, Mark Fairbairn and James Wood have been assisting the SFC and Hong Kong Police in their investigation of Lehman Brothers, including court representation in relation to protecting privilege in the documentation sought by the SFC.

O'Melveny & Myers' has a M&A practice that is genuinely strong in both US and Chinese law. This gives the firm a comparative advantage in being able to offer clients competent Chinese-law related advice without having to outsource many questions to local Chinese firms. O'Melveny has repeat mandates from clients like AMD, Apple, China Development Bank, Deutsche Bank, Escada and Westinghouse.

Clients praise the expertise and innovative abilities of O'Melveny's team. "They are willing to throw out structures that are new in the market," one client tells us, "sometimes it works, and sometimes it doesn't, but least they're not afraid to try."

One important transaction for O'Melveny's team this year was representing the Special Committee of the Board of Directors of Nasdaq-listed Solarfun Power Holdings in a complex $370 million strategic transaction with Hanwha Chemical Corporation that gives Hanwha Chemical 49.9% equity in Solarfun. Several other full privatisation transactions were announced in the week after this deal was concluded.

O'Melveny & Myers' ability to handle complex private equity practice puts them among the top firms in terms of cross-border work in China. "The partners understand all the issues," says a client, "they are very creative in terms of solutions, which is often needed in the private equity space. They are a firm we would use on an ongoing basis. I'd be happy to work with them again and happy to develop a long term relationship with them."

One headline deal this past year saw the team representing Eddingpharm (Cayman), a China-based company that licenses, markets and distributes pharmaceutical products, in its $24 million Series B round of financing that included a $3 million repurchase of ordinary shares held by the founder. The investors were funds managed by OrbiMed Advisors, Domain Associates, and Sequoia Capital.

The team also advised Shanghai-based eHi Car Service (eHi) in its equity financing by a consortium of investors led by Goldman Sachs. eHi is a leading car rental company in China, and the financing was valued at approximately $70 million. Co-investors included Qiming Venture Partners, CDH Ventures, Ignition Capital, JAFCO Asia, and New Access Capital.

O'Melveny & Myers' practice is still relatively new on the Hong Kong scene, but the firm seems to move from strength to strength year upon year. The firm is known in Hong Kong for quality and the increasing number of mandates they are bringing in. As one client comments, "we've used Mark Fairbairn for a number of years now, and are quite happy with his work."

Fairbairn and his team continue to represent KPMG as the liquidators of Lehman assets with respect to loans advanced to Taiwan High Speed Rail, a significant asset, and a mandate that shows O'Melveny's ability to tackle cross-border insolvency issues.

This past year, O'Melveny's team has also represented Aim-listed LBCCA on a restructuring in connection with its move to Nasdaq.

O'Melveny & Myers has acted for a diverse clientele this year, including Mitsui Chemicals, Western Digital, Momentive Specialty Chemicals and Mitsui & Co. Global Investment.

A highlight deal is Western Digital's ongoing $4.3 billion acquisition of Hitachi Global Storage Technologies, announced in March 2011. Tokyo partners Dale Araki (now with Morrison & Foerster), the head of the transactions area, Mangyo Kinoshita and Scott Sugino are involved, as well as partners from the firm's other offices in North America and Europe.

"We deal primarily with O'Melveny & Myers through David Makareshian, our lead partner. He is an excellent problem solver and a great negotiator," an American client comments. "Most importantly, he's always available to us, which is great given the different time zones that we operate in."

Makareshian, along with counsels Andrew Hutton and Pooja Sinha, represented underwriters Goldman Sachs, JPMorgan, SBI Capital and ICICI Securities as international counsel in Power Grid Corporation of India's offering of $1.7 billion worth of equity shares. The company was also listed on the Indian stock exchanges.

The firm, also led by Makareshian, advised Royal Bank of Scotland and DBS Bank as international counsel in a Singapore IPO for a Chinese company, XinRen Aluminium Holdings. The IPO was worth S$145 million ($111 million) and the company was listed on the Singapore Stock Exchange.

"O'Melveny & Myers' lawyers are technically sound, but you tend to meet a lot of people who are sound in technical understanding," a client says. "The trick is to be commercial and understand where things can be innovated, and that's where this firm excels."

Partner Bertie Mehigan, head of the firm's banking and finance practice, has acted for clients as varied as the Government of Singapore Investment Corporation, Deutsche Bank, ADM Capital, ICICI Bank and Targus Group International in the last year.

In a highlight transaction, Mehigan advised Credit Suisse as lender in a $250 million refinancing secured term loan facility to Finspace, which is a holding company within the Canadoil group of Thai companies. This was an especially complex deal because it required structuring and negotiations that would cover six jurisdictions, Cyprus, Luxembourg, Spain, Thailand, Singapore and England.

Partner Mark Fairbairn and counsels Damien Coles and Ashley Bell were kept busy last year advising Celestial Nutrifoods, a Bermudan company listed in Singapore with operating assets in China. In a key change from previous cross-border insolvency cases, the firm ensured that the provisional liquidators appointed by Singapore would be recognised in Bermuda, as opposed to the typical route of making parallel appointments in two jurisdictions to streamline the process.

In another highlight deal, O'Melveny & Myers is advising Royal Chemie Corporation on its merger with Continental Chemicals Corporation. Concurrently, the firm is restructuring $380 million of outstanding liabilities of Continental Chemical Corporation, focusing on the restructuring of a $250 million senior secured term facility via a Singapore arrangement scheme.