2011 has brought much negative press about Chinese companies being undervalued by international investors on the New York Stock Exchange and Nasdaq due to questions of accountability, transparency and corporate governance. There has also been an increasing level of talk about potential "go-private" listings, where Chinese companies plan to de-list from US exchanges and perhaps re-list in Hong Kong or Singapore. In these cases, the presumption is that Asian investors who could "better understand" the companies would have increased opportunities to buy shares on the region's exchanges and thus bring up the stock price. "At this point, much of the talk of go-private work in the market is speculative," says one leading partner. "How much these really take off remains to be seen."
Despite this however, there seems to be no noticeable slow-down in Chinese companies wishing to list in the US and overseas. Either way, the level of listing and de-listing advising that will be required in the future means that both Chinese and international firms' capital market practices should have a robust pipeline of work moving forward.
Perhaps related to the perception of Chinese companies getting a poor shake on the US markets, A and H-shares listings have become increasingly popular as a way for companies to provide investment opportunities to both Chinese and international investors.
On the debt side, Rmb-denominated bonds (dim sum bonds) have skyrocketed in popularity. While the first deals were done in 2009, this past year has brought a flood of Rmb-denominated bond work to both domestic and international capital markets practices.
The bonds are especially sought after by international investors who do not have direct exposure to Rmb-denominated assets because they are constrained by China's capital control regime. The dim sum bond market allows entities to issue Rmb-denominated bonds on the Hong Kong Stock Exchange, theoretically giving Chinese investors increased opportunity to carry bonds in Chinese companies. As dim sum bonds become more popular, it will remain to be seen whether this work will remain with the region's more high-end firms or becomes more commoditised throughout the market.
Davis Polk & Wardwell
Davis Polk continues to provide strong offerings to clients based on the strength of its US and English law practice. In November 2010, the firm also added a Hong Kong law practice with the addition of partners Bonnie Chan, Antony Dapiran (Freshfields) and Paul Chow (Linklaters)....
[more]
Davis Polk continues to provide strong offerings to clients based on the strength of its US and English law practice. In November 2010, the firm also added a Hong Kong law practice with the addition of partners Bonnie Chan, Antony Dapiran (Freshfields) and Paul Chow (Linklaters). "Davis Polk is really investing in their practice," says one partner at a rival firm. "They were already top when it comes to US IPOs, but they really seem committed to developing their Hong Kong law practice so they can compete on all fronts."
On the equity side, the team worked on several major IPOs this past year, including jumping into the Hong Kong law arena with the IPOs of Agricultural Bank of China and AIA. These were ranked as the world's 2nd and 4th largest IPOs in 2010, respectively. The team also represented China Merchants Bank on its $3.2 billion rights offering in the US, and also completed a number of Nyse and Nasdaq IPOs.
Davis Polk also has a market-leading debt practice in China and Hong Kong, having done more debt deals than any other firm on the region-35, in 2010. However, the firm manages to score in the highest ratings on quality as well as output, and is especially known for its leading high-yield debt practice. Davis Polk's debt partners have been leaders in the growing Rmb bond market, advising clients on both offshore Rmb (dim sum), Rmb bonds and synthetic Rmb bonds, in the latter category working on four out of the five market as of April 2011. Recently the team advised Evergrande Real Estate, Shui On Development, Sinochem and China SCE Property on Rmb denominated bonds.
[hide]
Leading lawyers
William Barron
Antony Dapiran
James C Lin
Howard Zhang
Freshfields Bruckhaus Deringer
Despite the indisputable shake-ups in the Greater China practices of most magic circle firms this year, Freshfields has continued to turn out an impressive deal list and thus far maintain its brand amidst the turmoil. Freshfields has a strong reputation in representing both issuers and underwriters in leading equity capital markets IPOs in Hong Kong, including both international and Chinese businesses and financial institutions....
[more]
Despite the indisputable shake-ups in the Greater China practices of most magic circle firms this year, Freshfields has continued to turn out an impressive deal list and thus far maintain its brand amidst the turmoil. Freshfields has a strong reputation in representing both issuers and underwriters in leading equity capital markets IPOs in Hong Kong, including both international and Chinese businesses and financial institutions. "Freshfields has a better global picture and knows what market precedents to draw from," says a client.
Freshfields also continues to have a strong practice on the debt side, covering a range of transactions including straight bond issues and debt programmes, equity-linked issues such as exchangeables and convertibles, hybrid securities, regulatory and tiered capital issues, bonds with warrants, high-yield bonds and other structured debt products. Freshfield's greater China practice also has a valuable resource in their US securities group, which allows the firm to advise clients a range of legal and regulatory aspects of debt.
Freshfields recently represented underwriters JPMorgan Chase, Morgan Stanley and Bank of America Merrill Lynch in the MGM China Holdings (MGM China) $1.5 billion global shares offering and listing on the Hong Kong Stock Exchange. MGM China is a joint venture between MGM Resorts International and casino mogul Pansy Ho. The issuer underwent a reorganisation which will mean that MGM Resorts International will own 51% of MGM China upon completion.
Freshfields also represented Samsonite as the issuer for its headline Hong Kong IPO, which raised $1.25 billion. Samsonite is currently the world's largest travel luggage company, and the company was acquired in 2007 by CVC Capital partners. Goldman Sachs, Morgan Stanley, RBS and UBS were the underwriters of the IPO.
[hide]
Leading lawyers
Teresa Ko
Calvin Lai
Herbert Smith
Herbert Smith continues its dominant presence in mainland China cross-border work, having completed some of the largest deals out of anyone in the market this year. Clients seem happy with the firm's accessibility and ability on capital markets deals....
[more]
Herbert Smith continues its dominant presence in mainland China cross-border work, having completed some of the largest deals out of anyone in the market this year. Clients seem happy with the firm's accessibility and ability on capital markets deals. "The partner we worked with, Kevin Roy, was very hands on and from our perspective he provided good guidance to his team," says one.
In one example, Beijing partner Tom Chau and John Moore led the Herbert Smith team in advising joint sponsors, bookrunners and lead managers CICC, Goldman Sachs, Morgan Stanley, Deutsche Bank, JPMorgan, Macquarie and ABCI Securities on the Hong Kong aspects of the $22 billion listing of Agricultural Bank of China A and H shares listing. When the listing went to market in July 2010 it was the largest IPO ever done globally. Chau also represented joint underwriters BNP Paribas, BOC International, ICBC International, UBS, Credit Suisse, HSBC, Bank of America Merrill Lynch and Nomura as joint underwriters in relation to ICBC's issuance of HK$13 billion ($1.7 billion) in H-share rights.
November 2010 brought more work, as Moore and his team represented underwriters Morgan Stanley, CCBI, JPMorgan, BOCI and Deutsche Bank as joint global coordinators of the landmark HK$14 billion Hong Kong Stock Exchange IPO and global Rule 144A/Reg S offering of China Rongsheng Heavy Industries group. Bringing the listing to market required reorganising the Rongsheng group to meet difficult regulatory requirements and its business needs.
The capital markets group also represented Chongqing Rural Commercial Bank in its HK$10.5 billion public offering of H shares and a Rule 144A/Reg S international offering. Chongqing Rural Commercial Bank was the third rural commercial bank established in China at the provincial level, and was the first of the China's provincial banks to go public in Hong Kong. Tom Chau, John Moore, Minchu Wang, Melody Chen and Benjamin Chou formed the team for the issuer.
[hide]
Leading lawyers
Tom Chau
Matt Emsley
Gary Lock
Kevin Roy
Simpson Thacher & Bartlett
Simpson Thacher has had an especially strong year in assisting Chinese companies in gaining access to international capital markets, advising both issuers and underwriters on a range of transactions. Client praise Simpson Thacher's accessibility and value....
[more]
Simpson Thacher has had an especially strong year in assisting Chinese companies in gaining access to international capital markets, advising both issuers and underwriters on a range of transactions. Client praise Simpson Thacher's accessibility and value. "They were really responsive," one client said, "and gave surprisingly good value for money for a top-market firm. Our relationship with the firm is primarily with partner Leiming Chen. He's very good to work with and very helpful."
The team has been involved in US IPOs of Chinese companies like: Ambow Education, Charm Communications, ,China Ming Yang Wind Power, Concord Medical Services, Bona Film, and Yingli Green Energy.
In the Bona Film Transaction, partner Chris Lin led the team in advising the Group in its $99.8 million IPO and listing on Nasdaq. The transaction represented the first time a China-based film company has been publicly listed in the United States.
Lin's team also represented China Zhengtong Auto Services Holding's HK$3.65 Billion ($470.7 million) Hong Kong IPO and Rule 144A/Reg S Offering. China Zhengtong Auto is the country's second largest BMW dealer and is a major automobile dealership group in China.
Another highlight saw partner Leiming Chen advise Changsha Zoomlion (Zoomlion) Heavy Industry Science and Technology Development in its Hong Kong IPO of H and Rule 144A/Reg S shares which raised approximately HK$13.02 billion in gross proceeds (before the exercise of the over-allotment option). Zoomlion's ordinary shares traded in Renminbi have been listed on the Shenzhen Stock Exchange from October 2000, and its H Shares are listed on the Hong Kong Stock Exchange.
The team also represented underwriters Goldman Sachs (Asia) in relation to Youku.com's $233.3 million Nyse IPO, also led by Leiming Chen. The offering raised $233.3 million for the leading China-based internet television and video company.
[hide]
Leading lawyers
Chen Leiming
Chris Lin
Shearman & Sterling
Shearman & Sterling's China capital markets practice includes both debt and equity offerings, and the recent addition of Shearman's Hong Kong law practice has expanded the firm's greater China services for clients seeking advice on Hong Kong IPOs.Partner Shuang Zhao joined Shearman's team in August 2010, bringing her experience representing investment banks in Nasdaq and Nyse IPOs, Rule 144A/Reg S offerings of equity, debt, and convertible securities and Hong Kong IPOs to the firm....
[more]
Shearman & Sterling's China capital markets practice includes both debt and equity offerings, and the recent addition of Shearman's Hong Kong law practice has expanded the firm's greater China services for clients seeking advice on Hong Kong IPOs.
Partner Shuang Zhao joined Shearman's team in August 2010, bringing her experience representing investment banks in Nasdaq and Nyse IPOs, Rule 144A/Reg S offerings of equity, debt, and convertible securities and Hong Kong IPOs to the firm.
In 2010, Partners Alan Seem (Beijing), Colin Law and Peter Chen (Hong Kong) led the HK$1.1 billion ($141 million) listing of leading China-based oil field services provider MIE Holdings on the Hong Kong Stock exchange listing. Seem also represented underwriters Deutsche Bank, UBS and Citigroup Global Markets in the $86 million Nasdaq IPO by HiSoft Technology. The IPO closed in July 2010, and was followed by a follow-on offering of $149.5 million, also led by Seem and his team.
Clients are complementary about the capital markets practice, as one says: "Shearman's capital markets partners are fair, reasonable, and professional. I feel happy to work with them. They are a very well integrated global team. They are extremely responsive in these kinds of cases. As you know in offerings, every hour counts, so it was pretty impressive."
On the debt side, the China team advises on debt and equity derivative securities and high-yield debt offerings. Clients seem quite pleased with the firm's offerings on both fronts. According to one, "We work with Won Lee on the high-yield side, and Shuang Zhao for convertibles. They are very strong in both of these products." The same client continues: "Both partners have access to global resources and people in Hong Kong for both types of exercise. In the convertible space, I consider their ability to adjust to problems under a tight timetable to be superior - they have a high level of experience and are highly technical. High-yield products and services can be very typical, but they add something that is unusual in the high-yield space."
One key debt deal this year saw the firm work on the largest international bond launch from a Chinese issuer in history by Sinochem Overseas Capital Company. Led by Partner Won Lee, Shearman and Sterling represented Citigroup Global Markets, HSBC and UBS, Hong Kong Branch as purchasers in connection with Sinochem's 144A/Reg S offering of $2 billion in guaranteed senior notes due in 2020 and 2040.
[hide]
Leading lawyers
Matthew Bersani
Colin Law
Kyungwon (Won) Lee
Alan Seem
Shuang Zhao
Skadden Arps Slate Meagher & Flom
Skadden has led the field this year in advising Chinese companies wishing to list in the US. Despite this year's trend of some US-listed Chinese companies wishing to de-list activity remains buoyant and Skadden seems enviably well-positioned to capitalise....
[more]
Skadden has led the field this year in advising Chinese companies wishing to list in the US. Despite this year's trend of some US-listed Chinese companies wishing to de-list activity remains buoyant and Skadden seems enviably well-positioned to capitalise.
Clients also recognise this strength: "Skadden's team is excellent, they're very, very experienced in terms of taking Chinese companies public in the US. They drove the process," says one, "Not only did they know all of the key issues, but they were also generally the kind of excellent counsel that an in-house would look for. They're very solutions orientated and they're clearly problem solvers."
The firm suffered a set back in August 2011 when partners Li-Chien Wong, Nick Norris and Dominic Tsun left to join the fledgling practice at Kirkland & Ellis.
Last year the firm advised Citigroup Global Markets Asia as coordinator and sponsor of the China Kingstone Mining Holdings US IPO and Hong Kong listing valued at a combined $168 million. The deal was led by partners Dominic Tsun, Jon Christianson, Alec Tracy and Li-Chien Wong.
The firm also represented navigation software developer AutoNavi Holdings in its $124 million Nasdaq IPO. The issuer, which sells mapping technology for mobile phones and auto-based navigation technology, saw its stock rise 8% upon its debut.
Skadden's team and well-established Hong Kong law practice also successfully represented several Chinese companies wishing to list on the Hong Kong Stock Exchange including manganese mining company CITIC Dameng Holdings (Hong Kong) in its IPO and spin-off from CITIC Resources Holdings raising $265 million for the company.
[hide]
Leading lawyers
John L Christianson
Z Julie Gao
Peter Huang
Edward Lam
Allen & Overy
While there have been some market naysayers in the past years who have claimed that Allen & Overy's Greater China equity capital markets team was a bit thin, this year has seen the firm's capital markets team working on several of the most major deals in the market, and it looks as if they will only increase their presence in the future. "Allen & Overy was great, as always," says one client who recently instructed the firm on a deal....
[more]
While there have been some market naysayers in the past years who have claimed that Allen & Overy's Greater China equity capital markets team was a bit thin, this year has seen the firm's capital markets team working on several of the most major deals in the market, and it looks as if they will only increase their presence in the future. "Allen & Overy was great, as always," says one client who recently instructed the firm on a deal. "They are a firm that understands and values long-term relationships." The firm also continues to be a leader in the debt field (especially in equity-linked and convertible bonds space), offering a depth of knowledge and breadth of debt practice that is hard to match.
Last year, the team acted as international counsel to underwriters Morgan Stanley, Goldman Sachs, Deutsche Bank, Macquarie, Nomura, JPMorgan and China International Capital (CICC) in Agricultural Bank of China's IPO, which included H shares and a 144A placement. Partners David Johnson and Mark Roppel led the IPO team. The worldwide listing, including a dual listing on the Shanghai and Hong Kong stock exchanges, was the largest IPO ever, valued at $22.1 billion.
The Hong Kong team also worked closely with its Singapore branch representing the underwriters on another leading offering, the Hutchison Ports IPO-the largest ever IPO in South East Asia. The $5.8 billion deal was groundbreaking in that it was the first spin-off of a business trust by a listed Hong Kong company. The team also advised the lenders on a $3 billion secured syndicated loan provided to Hutchison International Terminals in connection with the IPO.
[hide]
Leading lawyers
David Johnson
Mark Roppel
Chris Swift
Baker & McKenzie
Baker and McKenzie's capital markets practice, whose mainland US Securities practice is led out of Beijing by partner Scott Clemens, has had an impressive run of deals this year, especially with regards to Rmb-denominated offerings and Reit (Real Estate Investment Trust) work. "Baker has a large practice that is plugged in to what is happening in the mainland China market," says a partner at a rival firm....
[more]
Baker and McKenzie's capital markets practice, whose mainland US Securities practice is led out of Beijing by partner Scott Clemens, has had an impressive run of deals this year, especially with regards to Rmb-denominated offerings and Reit (Real Estate Investment Trust) work. "Baker has a large practice that is plugged in to what is happening in the mainland China market," says a partner at a rival firm. The China team has a particularly strong presence acting for on major Hong Kong rights issuances, including advising DB Trustees as the trustee in the Hui Xian REIT offering in April 2011. The deal was novel in that it was both Hong Kong's first Rmb Reit IPO and the first yuan-denominated equity IPO ever outside mainland China.
Partners CY Leung, Anthony Jacobsen (now departed) and Brian Spires also served as issuers' counsel to the Bank of Communications on its Hong Kong rights issue. The rights offering sold HK$3.46 billion ($444 million) H shares in Hong Kong and HK$3.89 billion Rmb-denominated A shares in Shanghai, which together yielded a total deal value of $4.9 billion. The closely-watched deal was the second-largest rights offering of 2010, and garnered much attention due to Bank of Communications being the first of the Chinese banks to receive permission from Chinese regulators to do a joint A and H shares listing. It was also subject to a very compressed timeline, as the Agricultural Bank of China's mega IPO was to be launched after the Bank of Communications right issue.
The capital markets team also advised Bank of China on its HK$20.83 billion Hong Kong H share rights issue, which involved a comprehensive financing plan including an Rmb40 billion A share convertible bond and an Rmb60 billion A+H rights issuance. The team advised the issuer on both Hong Kong and US law aspects of the deal. The innovative H share rights execution arrangements have set an industry precedent for these types of offerings.
[hide]
Leading lawyers
PH Chik
Scott Clemens
Jackie Lo
Clifford Chance
Clifford Chance continues to field a strong capital markets team in Asia and has had a robust workload this past year, including headline deals like the $10 billion simultaneous London/Hong Kong dual listings of Glencore, the H share $2 billion offering by Shanghai Pharmaceuticals and Prada's listing on the Hong Kong Exchange. Peers in the market comment on the firm's dominant presence when it comes to representing underwriters....
[more]
Clifford Chance continues to field a strong capital markets team in Asia and has had a robust workload this past year, including headline deals like the $10 billion simultaneous London/Hong Kong dual listings of Glencore, the H share $2 billion offering by Shanghai Pharmaceuticals and Prada's listing on the Hong Kong Exchange. Peers in the market comment on the firm's dominant presence when it comes to representing underwriters. "Clifford Chance has a good international network when it comes to relationships with top international banks," says one, "and they are very well-known in Hong Kong. They're often the go-to firm for representing underwriters in transactions."
In January 2011, Clifford Chance advised underwriters Morgan Stanley Asia and Nomura (Hong Kong) on the Chongqing Rural Commercial Bank HK$13.2 billion ($1.7billion) IPO, which was the first ever Hong Kong listing by a rural Chinese bank. Beijing partner Tim Wang, Shanghai partner Jean Thio, and Hong Kong partners Cherry Chan and Kenneth Leung led on the offering.
Clifford Chance's Greater China team also worked across its three offices in advising JPMorgan as the sole global coordinator – together with BNP Paribas, Barclays Capital, BOCOM International, ICBC International and Mizuho as the joint book runners – on the Hong Kong main board IPO of China Hongqiao Group. China Hongqiao is China's fifth largest aluminium manufacturer. The $822 million deal closed in March 2011.
The capital markets team also advised Morgan Stanley and UBS as underwriters for the listing of Zhongsheng Group Holdings, a leading national automobile dealership group in China, on the Main Board of the Hong Kong Stock Exchange. The $472 million deal was led by partner Amy Lo and Jean Thio, and closed in 2010.
[hide]
Leading lawyers
Crawford Brickley
Cherry Chan
Amy Lo
Tim Wang
Latham & Watkins
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....
[more]
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.
[hide]
Leading lawyers
Eugene Lee
Michael Liu
Linklaters
Linklaters' capital markets team continues to enjoy a top position in debt, equity and derivatives and structured products in Asia. "Linklaters is one of those few firms that is strong on all fronts," says a partner at a rival firm....
[more]
Linklaters' capital markets team continues to enjoy a top position in debt, equity and derivatives and structured products in Asia. "Linklaters is one of those few firms that is strong on all fronts," says a partner at a rival firm. "They've to strong relationships with underwriters, and are known for quality."
One of the firm's headline deals this past year was advising Glencore in the first ever simultaneous London primary and Hong Kong secondary listing as legal advisors in the UK, the US and Hong Kong. Glencore is a leading integrated marketer and producer of commodities with worldwide activities in the marketing of metals and minerals, energy products and agricultural products, as well as product production, refinement, processing, storage and transport. In the deal, a key group of cornerstone investors subscribed at the offer price for shares worth $3.1 billion, equal to approximately 31% of the Global Offer, representing one of the largest cornerstone investments by value ever achieved for an IPO and one of the few cornerstone tranches ever undertaken in an IPO outside of Asia. After the landmark IPO, Glencore had a market capitalisation of approximately $60 billion.
On the debt side, Linklaters' China team has led in developing the legal infrastructure required for the offshore Rmb bond market, as evidenced by their advising on the Hopewell Holdings Infrastructure transaction, which was the first ever offshore Rmb financing deal. They have since advised on a number of other Rmb bond deals, including Caterpillar Financial's Rmb1 billion 2% bonds, Ministry of Finance, BOC, CDB and CEXIM Rmb deals ($2.3 billion), Sinochem in Rmb3.5 billion 1.8% bonds and China Resources Power Holdings Rmb1 billion 2.9% bonds due 2013 and Rmb1 billion 3.75% bonds due 2015.
The firm has also been active in the more traditional convertible bond market and equity-linked financings. To this end, the Linklaters team advised Standard Chartered on the issuance by Shui On Land of Rmb-denominated dollar settled 4.5% convertible bonds due 2015, and also two equity swap transactions entered into by the majority shareholder in Shui On Land.
[hide]
Leading lawyers
Robert Cleaver
Teresa Ma
Morrison & Foerster
Morrison & Foerster's practice has moved from strength to strength this year with its Greater China team's specialisation in US and Hong Kong securities. "If it is a US placement," one client says, "we use MoFo....
[more]
Morrison & Foerster's practice has moved from strength to strength this year with its Greater China team's specialisation in US and Hong Kong securities. "If it is a US placement," one client says, "we use MoFo." The firm has a competitive edge in working with the Securities Futures Commission (SFC) in Hong Kong, as three members of its Hong Kong team previously worked at the government body. In fact, partner Stephen Birkett previously served as the SFC's Senior Director of Corporate Finance.
In light of these assets the team boasts a strong deal list this year. In December 2010, Partners Ven Tan and Gregory Wang represented China Gold International Resources in its dual primary listing on the Hong Kong Stock Exchange and the Toronto Stock Exchange. The $309 million transaction could be a bellwether for foreign-listed mining companies coming to Hong Kong for either dual primary listings or secondary listings in the future. China Gold's listing was particularly complicated in that the company was undertaking an acquisition that was contingent upon the IPO, and thus Morrison and Foerster's team had to navigate the additional complexity of a simultaneous acquisition close and offering.
Ven Tan and Xiaohu Ma also represented Dalian Port (PDA) on Hong Kong compliance and listing issues for it's A share IPO on the Shanghai Stock Exchange. The deal speaks to the combined strength of the US and Hong Kong law practices. In January 2011, partners Charles Chau and Gregory Wang advised BOCI Asia and UBS as placing agents for $684 million shares of Sino-Ocean Land Holdings, a Hong Kong listed company, by its shareholder COSCO International Holdings. As part of its plan to shed its non-core investments, COSCO sold its entire share of Sino Ocean - one of the foremost property developers in Beijing and one of the 20 largest publicly-listed property companies on the Hong Kong Exchange.
[hide]
Leading lawyers
Stephen Birkett
Charles Chau
Ven Tan
Gregory Wang
O'Melveny & Myers
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....
[more]
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.
[hide]
Leading lawyers
Kurt Berney
Portia Ku
David Roberts
Orrick Herrington & Sutcliffe
Orrick's capital market's team can be especially proud of their leading issuer-side status in representing companies on Hong Kong IPOs. "We often see Orrick across the table when we're on the underwriters' side and they're acting for issuers," says a partner at a rival firm....
[more]
Orrick's capital market's team can be especially proud of their leading issuer-side status in representing companies on Hong Kong IPOs. "We often see Orrick across the table when we're on the underwriters' side and they're acting for issuers," says a partner at a rival firm. "They are well known in the market for representing issuers in top deals." From January 2010 to March 2011, Orrick advised on 14 IPOS for Chinese companies - nine where they acted as company counsel and five on the underwriters side.
The team advised China Hongqiao Group in its $822 million IPO and global offering, which was one of the largest IPOs of 2011. In August 2010, Orrick's team also represented Chinese issuer West China Cement on the first transfer of a Chinese issuer listing from the London Aim market to the Hong Kong Stock Exchange.
The firm's Greater China capital markets team has seen expansion with the recent hires of partners Jeffrey Sun in Shanghai and William Woo in Hong Kong.
[hide]
Leading lawyers
Jeffrey Sun
Tom Tobiason
Paul Hastings Janofsky & Walker
Paul Hastings has substantially bulked up its capital markets practice in the past two years, and the rest of the market is taking notice. Steve Winegar, Christopher Betts and Catherine Tsang all joined the capital markets practice in the past year....
[more]
Paul Hastings has substantially bulked up its capital markets practice in the past two years, and the rest of the market is taking notice. Steve Winegar, Christopher Betts and Catherine Tsang all joined the capital markets practice in the past year. As one peer says: "Paul Hastings has seriously invested in its capital markets practice, and they're seeing results. I have lots of respect for Sammy Li in particular - he's sharp and has great business sense. He's a really up-and-coming young partner and i'd say he's the one to watch in Hong Kong."
The capital markets group has been involved in many of this year's major IPOs for China companies listing in Hong Kong – including the China Rongsheng Heavy Industries $1.8 billion IPO, which was the largest listed on the Hong Kong Exchange in 2010. The team also advised underwriter Morgan Stanley on the Goodbaby International $217 million IPO and Deutsche Bank in the $336 million IPO of Sunac China Holdings.
The firm has also advised on other equity capital markets transactions. Among these was acting as advisors to JPMorgan as the sponsor and depository in Vale's listing of Hong Kong Depository Receipts (HDR) on the Main Hong Kong Stock Exchange Board by way of introduction-a transaction which represented the first ever listing of HDRs on the exchange. At the end of 2010, the Paul Hastings team also advised the managers in the China Construction Bank $9.2 billion rights issue the largest ever offered by an Asian issuer.
[hide]
Leading lawyers
Christopher Betts
Vivian Lam
Raymond Li
Sammy Li
Sidley Austin
Clients are pleased with Sidley's capabilities and understanding of clients' needs in the market. "In general I find them to be quite practical and commercial in taking direction and responding to my requirements," says one client....
[more]
Clients are pleased with Sidley's capabilities and understanding of clients' needs in the market. "In general I find them to be quite practical and commercial in taking direction and responding to my requirements," says one client. One headline deal for the Sidley Austin team this year saw partners Constance Choy and Alex Lloyd represented Industrial & Commercial Bank of China International (ICBCI) as they acted as placement agent and joint bookrunner in the $70 billion offering of common and preferred shares by Petroleo Brasiliero (Petrobras). Petrobras is a Brazilian state-owned oil company, and the world's fourth-largest energy company. The global offering was the largest in history of capital markets, and ICBCI was the only Chinese investment bank involved in the offering. Its role was seminal in that it was the fist time a Chinese investment bank has taken a major role in an IPO outside of either Hong Kong or mainland China.
Sidley's team also acted as issuers' counsel for Goodbaby International Holdings in its Hong Kong IPO, with concurrent Rule 144A/Reg S global placement. Goodbaby International is a leading global manufacturer of children's products in the China, and the $188.4 million IPO garnered major media and investor attention. Partner Jason Kuo led Sidley's team, and the incredibly oversubscribed offering made Goodbaby the third most popular IPO in the history of the Hong Kong Exchange.
[hide]
Leading lawyers
Constance Choy
Anthony Jacobsen
Tim Li
Alex Lloyd
Matthew Sheridan
Sullivan & Cromwell
This past year was particularly important for Sullivan & Cromwell as they launched their Hong Kong law practice with the hiring of capital markets partner Kay Ian Ng and counsel Gwen Wong. Kay Ian Ng, formerly a managing partner at Freshfields, brings deep experience in Hong Kong law-related capital markets practice and should allow Sullivan & Cromwell to quickly develop a top Hong Kong law practice....
[more]
This past year was particularly important for Sullivan & Cromwell as they launched their Hong Kong law practice with the hiring of capital markets partner Kay Ian Ng and counsel Gwen Wong. Kay Ian Ng, formerly a managing partner at Freshfields, brings deep experience in Hong Kong law-related capital markets practice and should allow Sullivan & Cromwell to quickly develop a top Hong Kong law practice. "Sullivan & Cromwell has always been top in select US-related transactions for clients," says a partner at a rival firm. "They aren't the biggest shop in town, but they're known for quality. The will be a firm to watch as they develop their Hong Kong law practice."
The firm has particular expertise in privatisation transactions, which may position the firm well in the years ahead as a dearth of Chinese companies seem to be contemplating the US de-listing process.
Recently the capital markets team represented underwriters William Blair & Co and Oppenheimer & Co in the Nyse China-based commercial vehicle wheel manufacturer China Zenix Auto International (China Zenix). China Zenix raised approximately $77.4 million in the New York listing and it plans to use the proceeds to expand and build its business and factories.
The capital markets group also advised Goldman Sachs, China International Capital Corporation, Deutsche Bank and Credit Suisse as the underwriters in the $2 billion H-share listing of Shanghai Pharmaceuticals Holdings (Shanghai Pharma) on the Hong Kong Stock Exchange. Shanghai Pharma is China's second-largest drug distributor, with myriad research, manufacturing, distribution and retail outlets. At the time of offering, the Shanghai Pharma was the largest Hong Kong IPO of 2011.
[hide]
Leading lawyers
William Chua
Kay Ian Ng
Chun Wei
Hogan Lovells
Hogan Lovells' capital markets group continues to advise both issues and underwriters, and has worked on more than ten prospective Hong Kong IPOs this year. The team has a strong client base including UBS, Deutsche Bank, Macquarie, DBS, Morgan Stanley, Citigroup and Nomura and others....
[more]
Hogan Lovells' capital markets group continues to advise both issues and underwriters, and has worked on more than ten prospective Hong Kong IPOs this year. The team has a strong client base including UBS, Deutsche Bank, Macquarie, DBS, Morgan Stanley, Citigroup and Nomura and others. Recently, the firm was appointed co-counsel to advise Erdenes MGL holder of the Mongolian's state's interest in Tavan Tolgoi, on its proposed IPO in Mongolia, Hong Kong and/or London. The Tavan Tolgoi coal deposit is one of the largest thermal and coking coal reserves in the world, and the transaction will be groundbreaking in that it will be the first international IPO of a Mongolian state owned company.
"Hogan Lovells is excellent," says one client. "Terence Lau, the senior partner, is extensively involved and has been instrumental in advising us in coming up with solutions around technicalities. His involvement is instrumental to the success of the deal. In addition, his attention to detail is commendable. For example, the first draft of prospectus is the best I have ever seen in my life. There are many other examples that I can come up with."
[hide]
Leading lawyers
Jamie Barr
Terence Lau
Man Chiu Lee
King & Wood Mallesons
In March 2012 Mallesons Stephen Jaques merged with King & Wood to form King & Wood Mallesons, the first Sino-Australian firm. In the first phase the two firms will combine their Australian, Chinese and Hong Kong partnerships under a Swiss Verein structure....
[more]
In March 2012 Mallesons Stephen Jaques merged with King & Wood to form King & Wood Mallesons, the first Sino-Australian firm. In the first phase the two firms will combine their Australian, Chinese and Hong Kong partnerships under a Swiss Verein structure. Full financial integration plans are yet to be announced.
One highlight for the team saw partner Nicola Wakefield Evans advising Asia Resources Fund in investing in AED Oil by way of unsecured convertible notes up to $20 million.
Partner Conrad Chan also represented London and Hong Kong listed Asian Citrus Holdings in its acquisitions of Beihai BPG Food and Beverage Holdings for a consideration of approximately HK$2.04 billion ($261 million) for cash and issue of new shares. Beihai BPG Food is a leading Chinese producer and seller of tropical fruit juice concentrates, fruit purees and quick-frozen fruits.
Clients seem pleased with the firm's service on capital markets transactions. "They always have a prompt response and give clear direction to us," says one client. "And they're very helpful."
[hide]
Leading lawyers
Conrad Chan
Hayden Flinn
Larry Kwok
Nicola Wakefield Evans
Slaughter and May
Slaughter and May's capital markets practice may not be the largest in the market, but peers and clients have genuine respect for high-quality lead practitioners Neil and Benita Yu. "Benita Yu is simply a top practitioner in Hong Kong and China," says a rival partner, "all clients and peers in the market seem to respect her, and her reputation for doing quality work is well-deserved....
[more]
Slaughter and May's capital markets practice may not be the largest in the market, but peers and clients have genuine respect for high-quality lead practitioners Neil and Benita Yu. "Benita Yu is simply a top practitioner in Hong Kong and China," says a rival partner, "all clients and peers in the market seem to respect her, and her reputation for doing quality work is well-deserved." Slaughter's model of hiring well-rounded practitioners who specialise across practice areas continues to develop partners who can truly advise companies through their growth-cycle.
Benita Yu and partner Laurence Rudge led the team last year that advised Prada on the Hong Kong law aspects of its headline $2.14 billion listing and IPO on the Hong Kong Stock Exchange. The deal represents the first time an Italian company has listed in Hong Kong, and the IPO was underwritten by Banca IMI, CLSA, Goldman Sachs, and UniCredit.
[hide]
Leading lawyers
Neil Hyman
Benita Yu
Cleary Gottlieb Steen & Hamilton
In February 2011, Cleary Gottlieb Steen & Hamilton added to the range of services it can offer to clients with the addition of its Hong Kong law practice and experienced partner Freeman Chan from Norton Rose.Recently the team advised underwriters Morgan Stanley and Citi in the offering of Rmb1....
[more]
In February 2011, Cleary Gottlieb Steen & Hamilton added to the range of services it can offer to clients with the addition of its Hong Kong law practice and experienced partner Freeman Chan from Norton Rose.
Recently the team advised underwriters Morgan Stanley and Citi in the offering of Rmb1.2 billion ($186 million) in $-settled 10% senior notes due 2014 by LDK Solar. The transaction represents the first high-yield bond offering and the first Rmb-denominated bond issuance by a company in China's solar energy sector.
Clients seem enthused by the firm's recent addition of a Hong Kong law practice. "The firm was always good, but they're changing for the better," says one client. "I think that the Hong Kong law practice is really going to make them stronger."
[hide]
Leading lawyers
Freeman Chan
David Hirsch
Clayton Johnson
Megan Tang
Fried Frank Harris Shriver & Jacobson
With alumni from the US Securities and Exchange Commission integrated into its Asia platform, Fried Frank Harris Shriver & Jacobson offers a one-stop shop with its experienced partners in US, UK and Hong Kong law. "We like Fried Frank for our mid-cap work," says one client....
[more]
With alumni from the US Securities and Exchange Commission integrated into its Asia platform, Fried Frank Harris Shriver & Jacobson offers a one-stop shop with its experienced partners in US, UK and Hong Kong law. "We like Fried Frank for our mid-cap work," says one client.
Recently, the team advised UBS Hong Kong and Goldman Sachs (Asia), as lead managers in relation to the $208m global offering and listing of China NT Pharma Group on the Hong Kong Stock Exchange. Partners Victoria Lloyd and Joshua Wechsler led the team.
[hide]
Leading lawyers
Victoria Lloyd
Joshua Wechsler
Siân Withey
Woo Kwan Lee & Lo
Woo Kwan Lee & Lo has acted in several major local Hong Kong capital markets transactions this year. Partners Carmelo Lee, Catherine Yip and Annie Yiu led a team advising Henderson Land Development Company in relation to the bonus issue of 429 million warrants on the basis of one warrant for every five shares held....
[more]
Woo Kwan Lee & Lo has acted in several major local Hong Kong capital markets transactions this year. Partners Carmelo Lee, Catherine Yip and Annie Yiu led a team advising Henderson Land Development Company in relation to the bonus issue of 429 million warrants on the basis of one warrant for every five shares held.
Woo Kwan Lee & Lo also represented Henderson Land Credit (2010) as borrower and Henderson Land Development Company as guarantor in a HK$13.2 billion ($1.7 billion) term loan and revolving credit facility with a syndicate of banks.
[hide]
Leading lawyers
Carmelo Lee
Sandy Lee