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

Arguably the biggest event in the Singapore capital markets space last year was the proposed merger between the Singapore Stock Exchange (SGX) and its Australian counterpart (ASX). With an agreement reached in October 2010 the $8.4 billion deal will see the combined operation become the second largest exchange in the Asia-Pacific region creating a $1.9 trillion market.

The details of the deal would see SGX bid for all shares in ASX through a scheme of arrangement creating a $1.9 trillion market and providing investors with access to 2700 listed companies. Both exchanges will retain their own names.

The merger is an attempt to bring together the strengths of each entity and create a credible competitor and an alternative to the Hong Kong Stock Exchange.

It certainly bodes well for firms, which will hope that a strong stream of new IPO mandates flows forth if the merger goes ahead. Indeed, the exchange already seems to have raised its profile when it was announced in August 2011 that Manchester United Football Club, which is owned by the Glazer family would be seeking to list the club on the exchange in an attempt to raise $1 billion in new capital. The deal had originally been planned for Hong Kong, however the exchanges' rules disallowed this on account of the Club's debts.

This news aside, the last year has remained relatively stable on the equity side with enough mandates to satisfy the big firms but arguably still not enough to support a deepening of the legal market.

Indonesia remains a focus, with work arising from investment linked to the country's natural resources and Singapore being the obvious destination for energy or mining company's to list. However the holy grail remains Chinese listings, with regulators desperate to tap into the immense potential represented by Chinese corporates. The issue of course is that such companies have a natural home on the Hong Kong exchange, therefore new strategies will need to be put in place to break those historical and geographical links and make Singapore a more favourable option.

On the debt side Islamic finance continues to represent an interesting source of work and the last year saw the largest ever sukuk (Islamic bond) done in Singapore issued by Khazanah Nasional Berhad at S$1.5 billion ($1.2 billion)

Like several of its contemporaries, Allen & Overy has benefited greatly from the qualifying foreign law practice license (QFLP), allowing it to now advise on local aspects of capital markets deals. In this respect, partners Kenny Kwan and Lock Yin Mei have begun to make names for themselves and the firm is seen as a credible choice for both domestic and international mandates.

One highlight deal last year saw both partners along with Hong Kong's Chris Swift act for Deutsche Bank, DBS Bank, JPMorgan, and Barclays, among others in a $5.8 billion IPO on the SGX-ST for the Hutchinson Port Holdings Trust. The Trust holds the Pearl River Delta container assets of Hong Kong's Hutchinson Whampoa group, and the IPO required coordination between counsels in Singapore, Hong Kong, China, British Virgin Islands and the United States.

Mei and Kwan, along with fellow partner Hooman Sabeti-Rahmati, also advised Citigroup, JPMorgan, China International Capital Corporation, DBS Bank and UBS as joint bookrunners and joint underwriters of the Global Logistic Properties IPO on the Singapore Stock Exchange. The $3 billion IPO represents the largest real estate IPO ever.

Clifford Chance's long history in Singapore and its familiarity to domestic clients has proved to be a key driver of its practice as international firms become more established in the country's capital markets landscape. "I think although they act for us directly, they are so established in Singapore that even the client that we're working for knows them as well," says one client. "They're very reasonable about fees and on the big transactions we negotiate fees upfront so basically they're very good value for money."

Partners Amy Lo, based in Hong Kong, and Johannes Juette, located in Singapore, led the S$3.9 billion ($2.9 billion) IPO of Global Logistic Properties on the SGX-ST. The firm represented Global Logistic Properties, and advised the company on its Singapore listing as well as its public offering in Japan, which did not involve listing.

Clients have high praise for Raymond Tong who is seen as one of the practice's key figures: "He forms a relationship with you, shows you how to handle high-level contacts," says one client. "Very knowledgeable in terms of their client and in terms of the Singapore local rules, he's been around for a long time so is very good. We take his advice, very serious lawyer with extensive knowledge."

In another highlight transaction, partner Joan Janssen advised CapitaMalls Malaysia Trust, a spin-off of Singapore-listed CapitaMalls Asia, on its $244 million IPO on Bursa Malaysia Securities Berhad.

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.

Although clients were pleased with the service offered by the capital markets team at Linklaters Allen & Gledhill, some pointed out that the firm's communication and accessibility could still be improved: "They're commercial - being commercial is sort of in the balance, a bit more conservative but overall they understand," says one client. "In some cases they take more conservative views. To improve for me, I guess [they would need] more communication and more [of a focus on] commercial aspects. They are easy to access but communication isn't always the best... more communication [and] less conservative is always good."

Partner Dean Lockhart represented Cebu Air, the operator of Cebu Pacific Air, in its $617 million IPO, which included the listing of Cebu Air on the Philippines Stock Exchange and the issuance of 187 million shares total. This IPO is reportedly the largest ever in the Philippines.

In Islamic finance, partners Kevin Wong, Dean Lockhart, and Richard O'Callaghan advised Khazanah Nasional Berhad in the issuance of a S$1.5 billion ($1.2 billion) sukuk (Islamic bond) offered in two tranches through Danga Capital Berhad, a special purpose vehicle (SPV). This represented the largest and longest sukuk issuance in Singapore, the largest Singapore dollar issuance by a foreign issuer in Singapore and the first Singapore dollar sukuk issuance out of the Malaysia International Islamic Financial Centre.

Although traditionally known more for its project finance strength, Milbank has been developing its practice in all areas in Singapore recently and the fruits of this focus are seen by the firm climbing into the second tier this year.

One highlight last year saw partners David Zemans, Naomi Ishikawa and Giles Kennedy advised PT Harum Energy regarding its IPO, which is reportedly the biggest by an Indonesian coal mining company in the last two years. Underwritten by Goldman Sachs and Deutsche Bank, the IPO raised a total of Rp2.86 trillion ($320 million).

In October 2010, the firm also assisted the Democratic Socialist Republic of Sri Lanka in its third sovereign bond offering. Partners Joshua Zimmerman and attorneys David Wertime, Michael Lu and Adrian Yeo advised the country in its $1 billion offering of 6.25% bonds due 2020.

Baker & McKenzie.Wong & Leow's capital markets practice has flourished due to Singapore's proximity to developing nations such as Thailand and Indonesia, as well as the firm's strong Asia-Pacific presence. Partners Jih-Shian Yeo and Ashok Lalwani were involved in two landmark Indonesian transactions this year. They served as international counsel to PT Bank Negara Indonesia on its $1.2 billion offering of both rights and shares, which represented the biggest equity offering in Indonesia in 2010. Yeo and Lalwani also represented PT Indofood CBP Sukses Makmur with its IPO and listing on the Indonesia Stock Exchange, which raised $700 million.

Another highlight was Lalwani and Yeo's role as US and domestic counsel for Thai Airways International's public offering of 484 million shares. The offering raised $487 billion.

Herbert Smith's ability in the Singaporean capital markets area is assisted by its relationship with Indonesian firm Hisara Bunjamin & Tanjung and strong Indian practice. Peers, however, claim that its decentralised approach means that the firm's Singaporean area is quite small, albeit adept with Southeast Asian matters.

Singapore partners Siddhartha Sivaramakrishnan, as well as Hong Kong-based partner Kevin Roy and Indonesia-based partner David Dawborn, advised underwriters Deutsche Bank and JPMorgan regarding Indonesian property developer Agung Podomoro Land's $250 million IPO.

"Hogan Lovells Lee & Lee's capital markets practice should make a quantum leap because of the transfer of London-based partner Andrew Carey," a practitioner said. Carey's April 2011 arrival as the head of the firm's capital markets practice indicates its growing ambition in the Asian capital markets area.

Before Carey's arrival, senior associate Yvette Abel had an active year, participating in no less than four highlight capital markets transactions. In the most complex, Abel, along with associate Ryan Spence, represented Titanium Developments and Unigold China in restructuring $151 million fixed rate equity bonds due 2008, issued by Sulfindo Finance, a subsidiary of Indonesian company PT Sulfindo Adiusaha. The complex restructuring of the bonds ultimately resulted in new bonds of the same principal amount due 2013.

In another landmark deal, Abel advised the Bank of New York Mellon, which was acting as trustee, paying agent and transfer agent, regarding the issuance of $300 million 3.625% unsecured convertible bonds due 2015 by Paladin Energy.

It is yet to be seen if the departure of Shearman & Sterling's well-regarded counsel Gail Ong to Singaporean firm Wong Partnership will affect the firm's performance in capital markets. Its Singapore practice, however, is buttressed by its capabilities in Hong Kong, and partner Andrew Schleider, who specialises in working with investment banking clients, is being transferred to Singapore from New York.

The firm's capital markets practice also retains prominent investment banking clients such as Credit Suisse, Deutsche Bank, Standard Chartered, UBS and Morgan Stanley.

Hong Kong partner Matthew Bersani represented CIMB, Deutsche Bank and Morgan Stanley as joint global coordinators regarding the IPO of Petronas Chemicals Group Berhad and its subsequent listing on Bursa Malaysia. The $4 billion market capitalisation represented the largest IPO ever in Southeast Asia.

White & Case's Hong Kong office plays a prominent role in its successes in the Singapore market, as do well-regarded partner Kaya Proudian and counsel Sin Teck Lim. The firm especially focuses on capital markets transactions in growing markets such as Thailand and Indonesia.

Proudian and Lim advised BTS Group Holdings in its $330 million issue of credit-backed convertible bonds due 2016 listed on SGX in the first debt deal out of Thailand in 2011.

The same team also handles equity capital markets transactions. In a landmark deal, Produian and Lim represented PT Bumi Resources in its $232 million IPO of 3.3 billion ordinary shares and 2.2 billion warrants, which were all listed on the Indonesian stock exchange.

"We have very positive feedback for DLA Piper's team and their solution-oriented approach," a client comments. "I think Biswajit Chatterjee in particular understands the Indian mindset and the mindset of an Indian company. They don't offer straitjacket solutions and understand the market."

The firm's Singapore capital markets practice consists of only two partners whose focus is firmly set on India. The two partners, Hong Kong-based Stephen Peepels and newly-promoted Biswajit Chatterjee, conduct an exceptional amount of work in Indian capital markets from the Singapore office. Clients include Bank of America Merrill Lynch, Citigroup Global Markets India, Credit Suisse Securities (India), Deutsche Equities India, Kotak Mahindra Capital and Morgan Stanley India.

Peepels and Chatterjee advised the Government of India's Department of Disinvestment and Coal India regarding Coal India's IPO. The IPO was the largest in the history of Indian capital markets, raising $3.43 billion. The company is now listed on the National Stock Exchange of India and the Bombay Stock Exchange.

Gibson Dunn has concentrated on cross-border transactions rather than domestic deals since its Singapore office was established in 2008. Partners Emad Khalil and John Viverito, co-heads of the capital markets practice, have extensive experience in capital markets deals throughout Asia.

Viverito and associate Myles Hankin represented the Mongolian Stock Exchange as international counsel regarding an agreement with the London Stock Exchange to make crucial improvements to the Mongolian Stock Exchange, including establishing a capital markets infrastructure and modernising of market rules. This agreement will hopefully facilitate IPOs from the companies benefiting from Mongolia's mushrooming infrastructure and natural resources sectors.

Though Gibson Dunn purports to focus only on international transactions, it also participates in large local IPOs. Khalil advised EDB Investments, owned by the Singapore Government, and its affiliates, including Bio*One Capital and Biomedical Sciences Investment Fund regarding the IPO of Fluidigm. The IPO raised $75 billion and is a tangible result of the Singapore government's campaign to promote the biotechnological industry in the country.

"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.

Sidley Austin is expanding its capital markets practice, having lured over counsel Gerard Hekker from Skadden Arps and relocated partner Prabhat Mehta from New York. The firm is especially active in Indonesian transactions, which are conducted through the Singapore office.

Partner Matthew Sheridan, co-head of the firm's Asia International Finance Practice, has maintained a constant presence in the Indonesian capital markets area, advising PT Krakatu Steel (Persero), the largest steel producer in India, in its IPO listed on the Indonesian Stock Exchange. The total transaction value was $226 million.

Sheridan and Mehta also led Indonesian bank PT Bank Mandiri in its $1.35 billion rights offering and a concurrent secondary share offering by the Indonesian government

Like the other international firms, Skadden Arps Slate Meagher & Flom utilises Singapore as a base to strengthen its Southeast Asia credentials. Though the firm has performed well in domestic transactions, it primarily seeks outbound business from lucrative developing markets such as Indonesia. This office also works closely with the firm's large Hong Kong office.

Partners Jonathan Stone, Rajeev Duggal, Michael Beinus and Michael Hoffman advised Philippine nickel mining company Nickel Asia regarding its IPO of 305 million shares, valued at $100 million, and its listing on the Philippine stock exchange. In another large Southeast Asian offering, Stone, Duggal and Benius acted for Indonesian telecommunications tower company PT Tower Bersama in relation to its $232 million IPO.