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

The political unrest in Thailand in the earlier part of 2010 still has a lingering hold on the market, with equity capital markets offerings remaining low and major offerings still being few and far between. However, the market has largely rebounded from that early period of uncertainty, with foreign investors willing to make inbound acquisitions and robust activity on the outbound side and through debt issuances.

"It was pretty surprising how quickly M&A activity rebounded," says one partner. "I think investors are perhaps becoming so used to the political situation being unpredictable in Thailand that they're starting to factor it into their investments. They know things are going to happen but they also see that the country always seems to become stable again and the market is still just so good for foreign investment."

In a situation largely similar to what is happening in mainland China, Thai banks remain highly liquid and are looking for places to invest capital. This has in turn led to readily available acquisition financing for Thai companies looking at targets abroad, and is a positive signifier of increased outbound activity. These favourable conditions have been enhanced further by the appreciation of the Baht against the US dollar.

Capital markets work on the other hand remains quite a mixed bag for many practitioners with few equity transactions being seen. Debt work remains the real driver: "Demand for debt capital markets work is really the capital markets story in Thailand," says one partner. "There are IPOs here and there, but those are not where many firms focus their practices."

The level of transactional work seen by firms in the next year will very much depend on how the political situation plays out in the near future, the value of the Baht and the extent to which Thai companies continue to be drawn to outbound M&A transactions. The legal market will continue to be competitive, with local Thai firms becoming increasingly sophisticated and able to handle the types of transactions that were previously the domain of international firms at a fraction of the price. However, with outbound work on the increase, international firms will be able to take the advantage by leveraging off their superior global networks.

Allen & Overy's corporate and capital markets teams are appreciated in the market for their technical ability, commercial sense and commitment to clients. Partner Arkrapol Pichedvanichok is the key figure in the team who advises on both corporate and capital markets issues. One client describes Pichedvanichok as "good on technical issues but also prepared to be commercial", while another notes that, "he is flexible and tries his best to meet customer needs and develop relationships with clients". Fellow partners Stephen Jaggs and Suparerk Auychai are also highly regarded.

With equity capital markets work still quiet due to the relatively recent political uncertainty within the country, Allen & Overy like other firms has focused on its debt side.

In one recent deal, the team represented PTT Exploration and Production Public Company (PTTEP) on its $500 million offering of Rule144A/Reg S bonds. Jaggs and Auychai also advised PTTEP in connection with a $200 million tranche of bonds exclusively issued and sold within Thailand. This represented the first time that a dollar bond issuance took place in Thailand since 2007.

The firm's M&A practice has a strong foothold in real estate matters as well as a wide array of other cross-border deals. The group's expertise in this area is enhanced by the fact that managing partner Simon Makinson is himself an M&A practitioner with a deep experience of inbound and outbound M&A work. Deal wise, last year saw Pichedvanichok advise BEC World as lead arrangers for the Maleenont Family's Bt3.4 billion ($113.7 million) sale of their shares via an accelerated global tender. Pichedvanichok also advised Banpu on the Bt6.6 billion ($222.7 million) sale of its 13.96% of shares in Ratchburi Electricity Generating Holding.

Clients have particular praise for Allen & Overy's work beyond the deal. "We appreciate the ad hoc legal training from time to time that Allen & Overy has provided for us," says one. "They are really customer oriented with their services." Another points to the firm's speed and efficiency "They turn around drafts very efficiently. They are also good value for money...more economical than another leading magic circle firms."

Baker & McKenzie's Thailand office stakes its claim in the market as the international firm with the longest history in Bangkok and the possessor of the biggest team. Its longstanding presence in Thailand has made it a well-known name among local customers as well as international clients. Peers also have respect for the firm's practice: "I've dealt with them on the other side of the table and they're quite good," says one.

This past year, the Baker's team represented Elite Villa in its acquisition of Baan Taling Ngam Resort and Spa from Samui Hotel 1, a subsidiary of Lehman Brothers. The Bt700 million ($23 million) acquisition was led by Sorachon Boonsong in 2010.

The M&A team also recently assisted Thailand's Government Pension Fund (GPF) in the process of reviewing, revising and negotiating a shareholders agreement between GPF and new investors in order to facilitate an acquisition of shares in Royal Porcelain.

Despite a downturn in the wider market, the capital markets team has had a good share of equity mandates in the past year. Leading partner Kitipong Urapeepatanapong recently led Baker's capital markets team in advising Thai Airways International in connection with its domestic IPO and concurrent Rule 144A/Reg S offering. The $487 million IPO and rights offering was Thailand's largest in 2010.

Clients describe Chandler & Thong-ek's offering as a "first rate service that is well worth every penny". Clients are confident in the firm's quality and abilities. As one client puts it: "Chandler & Thong-ek is hands down the absolute best full service firm in Thailand, which is why I chose them."

In 2011, the M&A team advised SunEdison Energy India and MEMC Singapore on the acquisition of five solar power projects in Thailand. The projects, which are currently in the development phase, will have a total capacity of 78MW. Chandler & Thong-ek's M&A team helped with the drafting and negotiation of agreements as well as land acquisitions for the two acquirers.

Clifford Chance's Thai capital markets and M&A teams leverage off the firm's top international brand and relationships with clients to provide cross-border and global expertise to clients: "We have a good global relationship with them," says one client. "We know them from Europe and London. The come up with creative ideas, and they are very timely in their responses. Even if it's a holiday, when they're on a deal they're really on."

Clifford Chance's team has been getting its fair share of work in light of the market's uptick in debt mandates, capitalising on the high demand for domestic baht bonds. In this space, counsel and head of the debt capital markets practice Doungporn Prasertsomsuk is seen by the market as a key figure.

This past year, the team has acted as Thai counsel for Bangkok Bank in connection with its issue of $1.2 billion in offshore notes. This was the only case in which a domestic entity successfully closed a foreign currency issuance in 2010, and also the first offshore note issue done by a Thai bank after recent US SEC reforms.

The team also recently advised Barclays Capital in its role as sole lead manager and book runner in a $700 million offering of 5.629% 10-year senior notes by PTTEP Canada International Finance and guaranteed by Thai oil giant PTT Exploration and Production Company. The deal involved a multi-jurisdictional team of lawyers from Bangkok and Hong Kong.

Andrew Matthews leads CC's Bangkok M&A team and brings his 30 years of experience in M&A work across the globe to the practice. The team is especially adept at advising clients on cross-border transactions, but is also developing more of a presence with local Thai companies.

In 2011, the team advised True Corp on its acquisition of Hutchison Wireless Multimedia Holdings for Bt4.35 billion ($144.7 million). The acquisition represented a major milestone for True Corp because of its success in the face of sizeable political and regulatory concerns about the deal's size.

Clients are happy with DLA Piper's combination of local knowledge and global backing. One client notes that, "In addition to the provision of their knowledge and foresight through their experience, they asked government people's interpretations of regulations by not disclosing client's name, which was very helpful. DLA Piper is one of competent law firms in Thailand to meet global standards, and they worked very hard to meet our schedule," the same client also appreciates the firm's additional services: "They have a Japanese clerk providing Japanese clients with a translation service!"

DLA Piper's Bangkok M&A partners are currently advising the University of Central Lancashire on structures for a future Bt600 million ($20 million) joint venture arrangement between a Thai investor and University of Central Lancashire that will set up a university in Thailand.

Linklaters' Bangkok office, like its magic circle rivals, sells itself on the back of its international network. "We greatly appreciated the quality and accuracy of advise from the Linklaters team. The backing of their international network proved to be very useful."

The same client also has high praise for Pichitpon Eammonkolchai and Sutthipong Koohasaneh: "We appreciate the accuracy of their analyses and opinions and their ability to provide innovative solutions in a challenging context. Collaboration with them was smooth and productive," says one.

Experienced partner Wilailuk Okanurak heads both the capital markets and M&A practices, and drives many of Linklaters' major mandates.

On the capital markets side, Linklaters has been involved in block trades and debt transactions. In one of the team's most high-profile deals this year, the team represented Credit Suisse, Merrill Lynch, UBS and Phatra Securities on their role as underwriters for Siam Cement's Bt33 billion ($1.1billion), 15.59% stake in PTT Chemical. The deal was closely watched in the media because it was the country's largest transaction in 2010.

In another market-leading transaction, Linklaters advised Bangkok Skytrain operator BTS in a complex Bt10 billion credit-backed convertible bond issue.

Linklaters has also been active on cross-border M&A transactions this year, advising ArcelorMittal on its proposed 40% acquisition of Thailand listed G Steel. One of G Steel Public Company's major subsidiaries is Thailand listed GJ Steel. The world's largest steel firm ArcelorMittal will be the largest shareholder of G Steel after an agreement of $250 million for the acquisition and a $500 million credit facility agreement. The deal provides ArcelorMittal with a major Thailand and Asean foothold.

LS Horizon is winning recognition in the market based on the capability of its partners and the kinds of major mandates it continues to win. "LS Horizon is a rising star among Thai firms," says a partner at a rival firm. "They're known for high-quality work and they are definitely the ones to watch in the market."

The firm has a particular acumen in deals relating to real estate and energy across Southeast Asia, and these relative strengths are represented in many of the firm's major mandates in the capital markets and M&A sectors. In 2010, the capital markets team represented Asian Property Development in its issue of Bt1 billion (approximately $32 million) of debentures.

In an energy-related equity offering, the team worked with its Laos office to represent large state power generation provider EDL in relation to its power generation sector privatization and restructuring. The firm advised EDL-Gen in its Laos IPO, which raised NK931.9 billion ($115 million). The transaction marked the first time that a Laos PDR public company was listed and traded on Laos' LSX securities market.

As with the capital markets practice, LS Horizon is also becoming a growing presence when it comes to public and private domestic and cross-border M&A. One of last year's key mandates was representing SPSU in relation to the Bt669.92 million ($22 million) disposition of 17% of its shares in Thai Suzuki and delisting SPSU's shares from the Stock Exchange of Thailand.

Clients have confidence in Norton Rose's abilities to handle their cross-border M&A and capital markets transactions. As one client tells us: "The Norton Rose team is well qualified legal professionals and they show good professionalism."

Norton Rose has traditionally been strong in Thai equity capital markets, but due to the past year's slowdown the firm has been branching out into more and more debt offerings. The firm did however advise on one of this year's few equity offerings when they represented BBL Asset Management on its fourth capital increase and public offerings for its TFUND. The capital raised by the offering was then used to acquire 35 factories and the land related to them. Partner Philip John leads Norton Rose's corporate finance department in Bangkok.

In expanding its debt side practice, Norton Rose had several major bond issue mandates from HSBC's Bangkok branch. The team advised the bank on the issue and offering of domestic baht denominated bonds by the Import-Export Bank of Korea with a third tranche value of Bt2.2 billion ($73.6 million). Norton Rose also advised HSBC Thailand in its role as lead arranger and bondholder representative in a Bt3 billion issue by the Korea Development Bank.

The corporate/M&A practice had a lot on their plate last year, advising on sizeable transactions across a number of industries. The team represented True Corp in its high-profile, $200 million acquisition of the Thailand Hutchison's mobile telephone business. True entered into marketing contracts with CAT Telecom (a state-owned operator), which should enable the creation of Thailand's first 3G mobile network.

Norton Rose's team also represented PPT Aromatics in an anticipated merger with PTT Chemical. The merger is subject to various regulatory and internal approvals, but if successful will be one of the largest mergers in Thailand's history.

Thanthip & Partners' strong relationships with leading Thai clients are what help the firm to land some major mandates in the M&A and capital markets arenas. Clients have the highest praise for the way the firm values clients and helps them achieve their objectives.

One client compliments lead partner Thanathip Pichedvanichok by saying: "He and his team have a very good commercial business sense, which allows them to deliver top quality service and provide sound advice to clients and banks."

Another client speaks to the broader strength of the firm's talent base, showing that Thanathip & Partners is certainly not a one-man band. "Thanathip and his team are very knowledgeable and professional. It doesn't matter who I speak to, as I'll always get accurate information and sound advice."

Equity capital markets mandates have been notoriously slow in coming this past year, but Thanathip's practice seems to have gotten a large share of the IPO deals that were available. For example, Thanathip's team recently advised Symphony Communication in its Thailand IPO. The Bt 634 million ($21 million) offering from the leading premium fibre optics and network equipment provider represented the first time that a high speed communication company was listed on the Stock Exchange of Thailand.

In November 2010, Thanathip's capital markets partners also represented Nation International Edutainment (NINE) on its IPO and listing on the Stock Exchange of Thailand. The Thai publishing company is involved in distribution operations and publication for pocket books and overseas newspapers and magazines.

The team has also been busy on the M&A front, advising on cross-border and domestic transactions with Thai companies. The firm's M&A lawyers recently represented leading financial services and investment banking institution OSK Group in its attempt to acquire approximately a Bt1 billion 48.9% interest in BFIT Securities from Bangkok First Investment & Trust. The deal was the first strategic investment done by Malaysia and Asia-based OSK group in Thailand.

The Legists advises clients on the full range of corporate and capital markets transactions and brings over 30 years of experience to its Bangkok practice. The firm plays a leading role in the government contracts and construction mandates for Thailand's domestic market, while the firm's connections with international project finance entities help create a pipeline for capital markets mandates.

Tilleke & Gibbins' corporate and commercial practice is led by veteran partner Piyanuj (Lui) Ratprasatporn, with experienced partners Cynthia M Pornavalai and Santhapat Periera bolstering the team. The firm has international and cross-border capability in assisting international companies in inbound acquisitions, which makes for a good combination of local market knowledge and capacity to assist international acquirers. The firm's leading IP and litigation practices has developed relationships with clients that are increasingly international and market-leading.

Tilleke & Gibbins recently advised leading metal and other materials manufacturer and distributor Amcor in its acquisition of five of the subsidiaries of Alcon Packaging from Rio Tinto that were located in Thailand. The work was part of a $1.95 billion, multi-jurisdictional global acquisition. Partner Piyanuj (Lui) Ratprasatporn led on the deal.

As a fairly recent spin-off from White & Case's Bangkok practice, Weerawong Chinnavat & Peangpanor has managed to establish itself as an independent through competitive pricing. With the partners also bringing their experience of working under an international brand, the firm will be hopeful of building on its good network of local clients. "Weerawong Chinnavat & Peangpanor is a local firm with very good connections in the local markets," comments one client.

Last year, WCT acted as local law advisor to G Steel Public Company on ArcelorMittal's proposed 40% acquisition of the company. The $250 million deal involved developing a proposed agreement between G Steel's founders, the Leeswadtrakul family, and ArcelorMittal.

In a deal that closed in July 2010, Weerawong also advised Credit Suisse and RBS on Thai law in connection with their role as initial purchasers on a $500 million Rule 144A/Reg S bond issue by PTTEP Australia International Finance.