CAPITAL MARKETS
Notable Capital Markets: Bonds and Debt Instruments
Phu My Hung
Acted as counsel to issuer in VND denominated secured bond (equivalent to US$75 million) privately placed to IFC and back-to-back VND denominated secured bond (equivalent to US$7 million) privately placed to Vietcombank, and a US$75 million bond to IFC under IFC’s Covid-response project in Vietnam.
CTBC Bank
Acted as Vietnam counsel (alongside Russin & Vecchi Taiwan as Taiwan counsel) to CTBC-led consortium providing guarantee backed by complex security for Phu My Hung’s issue of US$80 million bonds to investors in Taiwan.
Taipei Fubon Bank
Acted as Vietnam counsel (alongside Russin & Vecchi Taiwan as Taiwan counsel) to Taipei Fubon Bank as fronting guarantor for Phu My Hung’s issue of US$150 million bonds to investors in Taiwan secured by Vietnam-based assets.
Manulife
Assisted Manulife in numerous subscriptions to secured and non-secured bonds issued by commercial banks and corporations in Vietnam, such as BIDV, Eximbank, Asia Commercial Bank, Orient Commercial Bank, Saigon-Hanoi Bank, EVN Finance (partially guaranteed by GuarantCo of PIDG), I.D.I. Group (guaranteed by CGIF under the Asia Development Bank), Masan Group, Thaco, Becamex, VSIP, Nam Long, etc.
Prudential
Acted for Prudential in various subscriptions to secured and non-secured bonds issued by commercial banks and corporations in Vietnam, such as BIDV, Eximbank, Asia Commercial Bank, EVN Finance (partially guaranteed by GuarantCo of PIDG), I.D.I. Group (guaranteed by CGIF under the Asia Development Bank), Hong Phong Energy, Thanh Thanh Cong, Thaco, Becamex, Tin Nghia, Sun Group, etc.
Susi
Acted on a potential convertible bond for Susi partners (a Swiss-based infrastructure investment fund manager focusing on energy transition), along with Sumitomo Banking Corporation, intended to be privately placed with a leading developer with a diverse portfolio of renewable energy projects including solar, wind and rooftop, involving extensive due diligence and bond document negotiations.
Hoan My Medical Corp
Acted as Lead Counsel to Hoan My in its issue of US$100 million-equivalent bonds guaranteed by CGIF (under the Asian Development Bank), the first bond offering for the healthcare sector. (Deal of the Month and Deal of the Year 2019 – Asian-mena Counsel).
Wells Fargo
Acted as Vietnam counsel for the bank in its role as administrative agent and collateral agent in several syndicated loans to Novelis Inc.
ISDA
Advised on various regulatory and legal issues to structure derivatives transactions involving Vietnamese counter-parties under ISDA documents.
Nomura
Assisted Nomura in ISDA-based derivatives transactions with local banks in Hanoi in respect of various sovereign and commercial bonds.
VinaCapital
Assisted VinaCapital in its purchase of corporate bonds issued by a media startup company for business expansion.
BankInvest
Acted for this foreign investment fund in investments in a series of complex convertible instruments issued by different entities under the Masan Group.
Notable Capital Markets, Listings
PropertyGuru
US listing. IPO and SPAC listing on the New York Stock Exchange of PropertyGuru, the leading prop tech company operating in Singapore (headquarters), Vietnam, Malaysia, Indonesia and Thailand (acting as Vietnam counsel, along with Latham & Watkins (in Singapore), Chandler MHM (in Thailand) and Skadden (in Hong Kong and the US).
Australia listing. Before the US listing, proposed listing on the Sydney Securities Exchange (acted as Vietnam counsel, along with Allen & Gledhill (in Singapore) and Sidley Austin and Gillbert + Tobin (in Australia).
VMEP
Hong Kong listing. IPO and listing on Hong Kong Stock Exchange of Vietnam Manufacturing and Export Processing Holdings/Sanyang Industries (SYM), a group of Taiwan owned, Vietnam-based operating companies manufacturing motorcycles and parts (acting as Vietnam counsel, along with Norton Rose (in Hong Kong), Chien Yeh Law (in Taiwan) and Conyers (in Cayman Islands).
Taiwan listing. Vietnam Manufacturing and Export Processing Holdings secondary Depository Receipts listing in Taiwan (after its listing on the Hong Kong Stock Exchange) (acting as Vietnam counsel, along with Chien Yeh Law (in Taiwan).
COFCO
China IPO. Initial public offering in China of the agri and grain business of food giant COFCO, with operations in multiple countries, including Vietnam (acting as Vietnam counsel, along with Clifford Chance (in China).
[Undisclosed Taiwanese footwear manufacturer]
Taiwan IPO. Preparatory due diligence for future initial public offering on Taiwan Stock Exchange by a footwear manufacturer with five operating factories in Vietnam and one in Myanmar (acting as Vietnam counsel, along with KPMG Law (in Taiwan).
Vietnam Opportunity Fund
UK listing. London AIM’s listing on the London Stock Exchange, including issuing a Vietnam legal opinion for listing purposes.
Amata
Thailand listing. Initial public offering in Thailand, including its industrial park in Vietnam.
Notable Fund Raisings
MoMo
Raised capital through several series of private placements and rights issues with foreign private and sovereign investment funds, including multi-million US dollar Series C in 2018, US$100 million Series D in 2020, and US$200 million Series E in 2021, from Warburg Pincus, Goodwater Capital, Kora Management, Macquarie Capital, Tybourne Capital Mizuho Bank and others.
Son Kim Retail
Raised VND 460 billion of capital through private placement of preference shares to IFC for expansion of GS25 convenient store chain.
Saigon Premier Container Terminal
Acted as borrower’s counsel in a US$220 million syndicated financing of the construction of its 950 meter container port terminal 70% owned by Dubai Ports, including, with Clifford Chance, the recent complex restructuring of the facility.
Phu My Hung
Several financings by Bank of China for land purchases and project developments.
Financing by Cathay United Bank for land fee payment.
Mega Bank
US$30 million financing for new residential project by Phu My Hung.
China Trust
Financing and security package for construction of serviced apartment building in the Crescent, Phu My Hung.
Financing for land fee payment for residential project in District 7, Ho Chi Minh City.
Taipei Fubon
Financing for construction of serviced apartment building in the Crescent, Phu My Hung.
Cai Mep International Terminal
Acted as special counsel to examine and opine on complex land issues and assisted in fixing identified issues for purposes of a multi-million US dollar credit facility to finance construction of the terminal.
Undisclosed client
Acted as Vietnam counsel for a Japanese bank to provide overall financing of its client, an intended investor in the Nam Con Son gas pipeline project, including review, comment, revision of documents, and assessment of the project’s planned compliance with environmental standards. The bank’s customer disposed of its interest shortly before closing and our representation terminated.
BANKING
Notable General Banking
Citibank
Advised the bank on various operational matters relating to branding promotion, co-branding arrangements, prepared bank forms for SME banking products, assisted with risk management policies.
Taipei Fubon Bank
Assisted to streamline suites of banking forms, advised on a wide range of operational matters.
Bank of China
Advised on a comprehensive range of operations and banking products for the branch in Vietnam.
CTBC Bank
Assisted to restructure and consolidate the suites of banking forms for operations in Vietnam.
Bank of Communications
Prepared key bank forms for the Ho Chi Minh City Branch of the Bank.
Bangkok Bank
Prepared bank forms based on parent formats for use in Vietnam.
Western Union
Advised Western Union on regulations on money remittance services, new products, and representation agreements with local banks.
Asia Commercial Bank
Assisted the bank in various transactions involving ISDA-based structured products and derivatives with foreign banks.
Vietcombank
Advised on regulatory compliance for investment in offshore listed bonds.
Undisclosed Vietnamese bank
Acted along with Willkie Farr & Gallagher on US sanctions issues involving cross-border payments.
PROJECT FINANCINGS
Bank of America
Acted as Vietnam counsel for the bank in its role as administrative agent and collateral agent in loans to an offshore borrower with onshore collateral.
Vietcombank/ Vietinbank/ACB/ BaoVietBank
Acted as lenders’ counsel in a US$ 69 million syndicated financing of the construction of the Crescent Mall, the then largest high-end shopping mall complex in Phu My Hung, Saigon South New Urban Area. The syndicate was entirely Vietnamese and was led by Vietcombank.
Standard Chartered Bank
Acted as Vietnam counsel for the bank in its role as administrative agent and collateral agent in loans to an offshore borrower with onshore collateral.
Dubai Ports/DP World
Along with Linklaters, acted as borrower’s counsel in a US$100 million syndicated financing of the construction of its 1,000 meter container port terminal 70% owned by Dubai Ports, and continuing to act in recent complex restructurings of the facility. The facility involved comprehensive security arrangements, shareholders guarantees, including equity mortgages and shareholders funding subordination.
Subsequently acted, along with Clifford Chance, in the acquisition by Emirates NBB of all outstanding debt from existing lenders.
Bank SinoPac
Acted for BankSinoPac in a series of financing for development of schools by Thanh Thanh Cong Education under Thanh Thanh Cong Group.
Acted for BankSinoPac, through the bank’s branches in Taiwan, Hong Kong and Vietnam in a series of financing and refinancing facilities for the acquisition of an industrial property by Becamex-Warburg for strategic development near the new Long Thanh International Airport.
Acted for BankSinoPac in offshore and onshore financings with security package for construction of new factory of Viet Nhat Motors under Kangaroo International Joint Venture.
Acted for BankSinoPac in offshore and onshore financings with security package for development of Aqua City by Warburg Pincus and Novaland joint venture.
China Trust/CTBC Bank
Acted as lenders’ Vietnam counsel (alongside Squire Patton Boggs acting as English counsel) to a syndication for a US$52 million facility to finance the construction of a polyester filament yarn factory with designed capacity of 60,000 metric tons per year.
Acted as lenders’ Vietnam counsel (alongside Stephenson & Harwood as Hong Kong counsel) to a syndication for a US$21 million offshore facility and a VND350 billion onshore facility to Top Sports Textile for the construction of a factory to manufacture different types of fabrics.
Acted as Vietnam counsel (alongside Russin & Vecchi in Taiwan acting as Taiwanese lead counsel) to a syndication of Taiwanese banks in an US$80 million financing and a subsequent US$132 million credit facility to Formosa Industries for phase 2 of its production facilities in Vietnam.
Mega Bank
Acted as lenders’ Vietnam counsel (alongside Russin & Vecchi in Taiwan acting as Taiwanese lead counsel) to a syndication of Taiwanese banks in a US$ 276 million credit facility to China Steel Sumikin.
Acted as lenders’ Vietnam counsel (alongside Russin & Vecchi in Taiwan as Taiwanese lead counsel) to syndication arranged by Mega Bank in initial US$165 million facility for Phase I, US$130 million facility for Phase II, and US$220 million facility for Phase III to Cheng Loong Paper.
Bank of China
Assisted the Ho Chi Minh Branch and an offshore branch of the bank to restructure and renovate an existing loan with a creative security structure involving assets based in Vietnam.
Bank of Communications
Assisted the bank in a number of financings, including as co-lender in a US$143 million loan to the An Khanh 2×50MW Thermal Power Plant Project in Thai Nguyen Province, and as guarantor to the main contractor of the Vietcombank-Bonday-Ben Thanh project in Ho Chi Minh City.
PV Drilling
Acted as borrower’s counsel in the US$115 million syndicated financing of the purchase of a drilling rig/jack-up platform by an affiliate of the state-owned corporation, Vietnam Oil and Gas Group (PetroVietnam).
ANZ Bank
Acted as lenders’ counsel to a syndicate represented by ANZ in financing expansion of grain and bulk port terminal in Ba Ria — Vung Tau and in subsequent restructuring of facility.
