Today, more than 50 S&C lawyers work in the Firm’s Asia-based offices in Beijing, Hong Kong and Tokyo. The Firm also has offices in Melbourne and Sydney.
S&C’s Asia clients represent approximately 20 percent of the Firm’s non-U.S. based clients. Located across the region, from Greater China and Japan to India, Indonesia, Malaysia, the Philippines, Singapore, South Korea and Thailand, S&C’s clients are well-known business leaders in their respective industries.
The Firm is proud to have served these clients in first-of-their-kind, innovative transactions, many of which were singled out as landmark transactions for the region.
S&C is widely recognized as a leader in many practice areas in Asia, including:
- capital markets;
- mergers and acquisitions;
- private equity;
- project finance;
- real estate;
- banking and finance;
- financial services;
- energy and power; and
- technology, media and telecommunications.
SELECTED REPRESENTATIONSThe breadth of Sullivan & Cromwell’s practice in Asia is demonstrated by its work on registered and unregistered offerings, involving IPOs and stock exchange listings, primary offerings, secondary offerings, spin-offs, block trades and privatizations across a broad range of companies and industries. Issuers, major shareholders of issuing companies and underwriters repeatedly engage S&C to work on their most important transactions.
S&C’s Asia offices maintain a leading practice for international securities offerings by issuers throughout the region, and they regularly advise on some of the largest, most complex, most important, groundbreaking transactions for the region.
Recent Asia securities highlights include representations of:
- underwriters, led by Citigroup, Deutsche Bank, Goldman Sachs and Morgan Stanley, in connection with American International Assurance Group’s (Hong Kong) $20.5 billion IPO and Hong Kong listing. The IPO consisted of a public offering in Hong Kong, a public offering without listing in Japan, preferential offerings for eligible agents and employees in Hong Kong, a Rule 144A offering in the United States and a Regulation S offering outside the United States.
This was one of the world’s largest IPOs and the largest IPO in the insurance sector globally. It was awarded “Deal of the Year” by Asian Legal Business, China Law and Practice, FinanceAsia, The Deal and Asian-MENA Counsel.
- China Merchants Bank (China), in connection with its $5.7 billion rights issue, consisting of a public offering in China, a public offering in Hong Kong and a United States private placement to qualified institutional buyers.
This was the largest rights issue in the world in 2013.
- China Unicom (Hong Kong), in connection with its $1.8 billion Regulation S offering of convertible bonds. The bonds were issued by a wholly owned financing subsidiary of China Unicom, guaranteed by China Unicom and exchangeable into ordinary shares or American Depositary Shares of China Unicom.
The deal was awarded “Best Equity-Linked Deal” by FinanceAsia.
- underwriters, led by Merrill Lynch, Nomura, Mizuho and Goldman Sachs, in connection with Dai-ichi Mutual Life Insurance’s (Japan) $11.2 billion IPO and listing on the Tokyo Stock Exchange. The IPO consisted of a registered public offering in Japan and a Rule 144A/Reg. S international offering outside Japan.
This was the second-largest IPO in Japanese history.
- underwriters, in connection with the $1.1 billion global offering of common stock by Dentsu (Japan). The offering consisted of a public offering in Japan of 24 million shares and an international offering of 16 million shares pursuant to Rule 144A/Reg S.
- strategic investors, led by Goldman Sachs, Allianz and American Express, in Industrial and Commercial Bank of China’s $19.1 billion IPO and dual listing on the Hong Kong Stock Exchange and Shanghai Stock Exchange of approximately 48 billion shares.
This was the largest IPO in the world at the time, and it was awarded “Asian Equity Deal of the Year” by IFLR, “Asia-Pacific IPO of the Year” by IFR, “Outstanding Deal of the Year” by CFO Asia and “Best IPO” by Asiamoney.
- initial purchasers and dealer manager, in the Regulation S and Rule 144A high-yield offerings and senior notes of Jaguar Land Rover Automotive (U.K.).
- Japan Airlines (Japan) and Enterprise Turnaround Initiative of Japan (Japan), in an $8.5 billion IPO consisting of an international offering outside Japan in reliance on Rule 144A and Regulation S and a listing on the first section of the Tokyo Stock Exchange.
This offering was the second-largest IPO in the world in 2012 and the largest IPO in Japan since 2010. It was awarded “Japan Deal of the Year” by Asian Legal Business and “Best IPO” by FinanceAsia Japan Achievement Awards.
- underwriters, led by Barclays Bank, Daiwa Capital Markets Europe, Deutsche Bank, London Branch, and Goldman Sachs International, in connection with several securities offerings by Japan Bank for International Cooperation (Japan), including a $3.5 billion Securities and Exchange Commission-registered guaranteed global notes offering.
- Japan Tobacco (Japan), in its $7.8 billion common-stock offering. The transaction consisted of a Japanese public offering of 145,625,500 shares and an international offering of 107,636,300 shares pursuant to Regulation S and Rule 144A. S&C also represented Japan Tobacco in its $500 million senior notes offering. The notes were sold in an offering conducted outside Japan in reliance on Rule 144A and Regulation S, and they were listed on the Singapore Exchange.
- Nippon Prologis REIT (Japan), in its $1.1 billion IPO and Tokyo listing of investment units and $739 million follow-on global offering of investment units pursuant to Rule 144A/Reg. S. Prologis is the parent company of the Prologis Group, which owns and manages the world’s largest portfolio of institutional-quality logistics real estate properties.
- Nomura Holdings (Japan), in connection with its $1.25 billion SEC-registered notes offering and listing on the Professional Securities Market of the London Stock Exchange. The notes were underwritten by Nomura Securities, Merrill Lynch, Citigroup, Wells Fargo, Deutsche Bank, HSBC, JP Morgan, Natixis and UBS.
- underwriters, led by Nomura, Morgan Stanley and UBS, in connection with Otsuka Holdings’ (Japan) $2.25 billion IPO and listing on the Tokyo Stock Exchange. The global offering consisted of a registered public offering in Japan and a Rule 144A/Reg. S international offering outside Japan.
This transaction is widely reported as the largest ever IPO by a pharmaceutical company.
- underwriters, led by China International Capital, Credit Suisse, Deutsche Bank, Goldman Sachs and HSBC, in the $3.6 billion IPO by The People’s Insurance Company (Group) of China. The offering consisted of a Rule 144A offering in the United States, a Regulation S offering outside the United States, a public offering and listing in Hong Kong and a public offering without listing in Japan.
Asian Legal Business, China Law & Practice and IFLR awarded “Deal of the Year” to S&C for its role in this transaction.
- Power Assets Holdings (Hong Kong), in the spin-off of Hong Kong Electric (Hong Kong) through the $3.1 billion IPO of Hong Kong Electric on the Hong Kong Stock Exchange, consisting of a Rule 144A offering in the United States, a Regulation S offering outside the United States, a public offering and listing in Hong Kong and a public offering without listing in Japan.
This was the largest IPO in Hong Kong since the IPO of AIA in October 2010.
- San Miguel (Philippines), in connection with its $1 billion-plus capital-raising initiative, consisting of a $427 million global offering of common shares and a $600 million global offering of exchangeable bonds. The common shares were listed on the Philippines Stock Exchange, and the bonds were listed on Singapore Exchange Securities Trading.
This was the largest-ever combined equity and equity-linked deal, the largest-ever follow-on capital raising and the largest equity-linked deal from the Philippines.
- underwriters, led by Goldman Sachs, Deutsche Bank and Credit Suisse, in connection with Shanghai Pharmaceuticals Holding’s (China) $2.26 billion IPO and listing on the Hong Kong Stock Exchange of approximately 644.21 million H shares. The IPO consisted of a Rule 144A offering in the United States, a Regulation S offering outside of the United States and a public offering and listing in Hong Kong.
This was the largest-ever Hong Kong IPO in the healthcare sector and was the world’s second-largest IPO by a pharmaceutical company since 2000.
- underwriters, led by Morgan Stanley, Nomura and J.P. Morgan Securities, in connection with the $3.86 billion IPO and Tokyo listing of common stock by Suntory Beverage and Food (Japan). The global offering consisted of a registered public offering in Japan and an international offering outside Japan in reliance on Rule 144A and Regulation S.
This offering was the largest IPO in Japan since 2012.
- Tata Motors (India), in connection with its $750 million offering of approximately 32.2 million A ordinary shares and approximately 8.3 million ordinary shares. The offerings were conducted according to the qualified institutional placement regulations of the Securities and Exchange Board of India, and shares were sold to investors outside the United States pursuant to Regulation S and to certain U.S. institutional investors on a private-placement basis. The shares are listed on the National Stock Exchange of India and the Bombay Stock Exchange.
Sullivan & Cromwell is consistently a principal legal adviser in the largest and most groundbreaking mergers, acquisitions, joint ventures and strategic investments that have an Asian element. S&C’s Asia clients are spread throughout the region, principally in Greater China (including Hong Kong and Taiwan) and Japan, and also in India, Indonesia, Malaysia, the Philippines, Singapore, South Korea and Thailand. The S&C Asia M&A team advises clients on M&A transactions involving assets or companies throughout Asia.
Recent Asia M&A highlights include representations of:
- CIC International (Hong Kong), Boyu Capital (China) and CITIC Capital (China), as lead investors in connection with the equity financing of Alibaba Group Holding’s (China) repurchase of one half of Yahoo!’s (U.S.) stake in Alibaba for approximately $7.6 billion.
This deal was awarded “TMT Deal of the Year” by Asian Legal Business.
- Anheuser-Busch InBev (Belgium), in its reacquisition of Oriental Brewery from KKR and Affinity for $5.8 billion.
This was the largest in-bound M&A deal in Korea in history, the largest private equity deal in Korea in history and the largest M&A deal in Asia in 2014.
- AXA (France), in its €485 million (approximately $631 million) acquisition of 50 percent of Tian Ping (China), in the formation of a joint venture with Tian Ping and in a merger with AXA’s Shanghai subsidiary.
- Bank of Tokyo-Mitsubishi UFJ (Japan), in its $5.75 billion acquisition of a majority stake in the Bank of Ayudhya (Thailand).
- China Cinda Asset Management, on the respective strategic investments of approximately $1.64 billion from National Social Security Fund of China, UBS, CITIC Capital and Standard Chartered, representing approximately 16.54 percent of its enlarged share capital.
- China Mengniu Dairy (China), in its proposed $1.7 billion acquisition of Yashili International (China) and in its $1.7 billion facility arrangement.
- China National Offshore Oil (China), as counsel to its financial adviser, in its $2.9 billion acquisition of Uganda Exploration Areas’ oil & gas exploration assets from Tullow Oil (Uganda).
- China Investment and a consortium of investors, in the contribution of approximately $1 billion in equity toward the acquisition by Cayman Islands-based Diamond S Shipping Group of 30 medium-range refined product carriers from Cido Tanker Holding (Hong Kong), and in its $5.6 billion acquisition of a stake and $1.2 billion purchase of additional shares in Morgan Stanley.
- China Telecom, as its U.S. counsel, in its $13.4 billion acquisition of CDMA network assets and associated liabilities from parent company China Telecommunications.
- China Unicom (Hong Kong) and its affiliates, as U.S. securities law counsel, in connection with the $1.4 billion acquisition of a 4.56 percent stake in China Unicom by China United Network Communications Group Company from Telefónica Internacional (Spain), and in its $56.3 billion acquisition of China Netcom and $15.9 billion sale of CDMA business to China Telecom.
The latter deal was awarded “China Deal of the Year” by Asian Legal Business.
- eAccess (Japan), as counsel to its financial adviser, in its $4.5 billion acquisition by SOFTBANK (Japan).
- a consortium of private equity investors, led by Carlyle Asia Investment Advisors (China), CITIC Capital Holdings (China), FountainVest Partners (Asia) (China) and China Everbright (China), in the $3.7 billion going-private and leveraged financing of Focus Media Holding (China).
This was the largest going-private transaction for a Chinese business and the largest leveraged buyout in China. This deal was also awarded “Best Leveraged Loan of the Year” by FinanceAsia Achievement Awards, “Best Leveraged Financing” by Asiamoney and “Private Equity Deal of the Year” by China Law and Practice.
- Nippon Oil (Japan), as counsel to its financial adviser, in its $12 billion merger with Nippon Mining Holdings (Japan).
- Nippon Steel (Japan), in its $22.5 billion merger with Sumitomo Metal Industries (Japan).
- Osaka Securities Exchange (Japan), in its $1.9 billion business combination with Tokyo Stock Exchange Group (Japan).
- Panasonic (Japan), in its $9.7 billion acquisition of the outstanding minority stake in its subsidiaries SANYO Electric (Japan) and Panasonic Electric Works (Japan).
- PLUS Expressways Bhd, as counsel to its financial adviser, in its $7.3 billion acquisition by UEM Group (Malaysia) and The Employees Provident Fund of Malaysia.
- SapuraCrest Petroleum Berhad (Malaysia), as counsel to its financial adviser, in its $4 billion merger with Kencana Petroleum Berhad (Malaysia).
- Sumitomo Trust & Banking (Japan), in its $7.7 billion merger with Chuo Mitsui Trust Holdings (Japan).
- Tokio Marine (Japan), in its $2.7 billion acquisition of Delphi Financial.
This was the biggest takeover of a foreign company by a Japanese insurance company at the time.
- Nomura International (Hong Kong), as the financial advisor to Yue Xiu Enterprises (Holdings) (China) in Yue Xiu’s $1.5 billion acquisition of HKSE-listed Chong Hing Bank (Hong Kong).
This transaction used an innovative partial-offer structure.
S&C has been a key participant in many recent high-profile credit and leveraged finance transactions in Asia, including high-yield bond offerings, advising lenders, lead arrangers, sponsors, borrowers and private debt financing providers. S&C offers its clients advantageous purchase-price adjustments, regulatory outcomes, negotiating strategies, tax efficiencies, the elimination of key transaction risks, the working through of impasses, the design of better processes for deal management and extraordinary dedication to its clients’ cause.
Recent Asia financing highlights include representations of:
- China Mengniu Dairy, in its $1.7 billion facility arrangement to finance the acquisition of Yashili International (China).
- China Oriental Group, in its tender offer to repurchase its outstanding high-yield notes, consisting of $300 million aggregate principal amount of 7 percent senior notes and $550 million aggregate principal amount of 8 percent senior notes. The tender offer for the 7 percent Notes used a modified Dutch auction structure, while the repurchase of the 8 percent notes used a fixed-price tender offer structure, and a “waterfall” process was used to determine the payment priority of the notes.
- Nomura, Mega Bank, Bank of Taiwan and DBS Bank as the mandated lead arrangers and Bank of Taiwan as the facility agent, for a $905 million bridge loan facility agreement to finance the acquisition of Hong Kong Stock Exchange-listed Chong Hing Bank using an innovative partial-offer structure.
- ENN Energy Holdings, on a bridge loan in relation to its participation in a consortium with China Petroleum & Chemical to purchase all of the outstanding shares and options of China Gas Holdings for HK$ 16.7 billion. Additionally, S&C advised ENN Energy holdings on a refinancing to prepay certain of its existing loans.
- FountainVest, Carlyle, CITIC Capital and China Everbright, in the $1.5 billion secured loan facility for the acquisition of Focus Media.
This was the largest-ever leveraged buyout in China.
- Focus Media, in its refinancing and recapitalization to provide funds to pay a dividend, consisting of an amendment to its existing $1.075 billion senior secured loan facility to provide an additional $200 million in funding.
- underwriters, in connection with Jaguar Land Rover’s $800 million and $1.6 billion high-yield notes offerings.
- Standard Chartered Principal Finance, in the refinancings and subsequent debt restructuring of a secured leveraged loan to LDK New Energy Holdings.
- underwriters, in connection with Loy Yang Power Partnership’s $250 million high-yield notes offering.
- SMC Global Power Holdings (San Miguel Power), with its offering of $300 million total principal amount of 7% Notes due 2016, which was listed on the Singapore Stock Exchange. San Miguel Power is a wholly owned subsidiary of San Miguel, a diversified conglomerate listed on the Philippines Stock Exchange with interests in beverages, food, packaging, energy, telecommunications and infrastructure.
- Softbank, in connection with its high-yield debt Euro-offering of €400 million aggregate principal amount of 9 3/8 percent senior notes in reliance on Regulation S. A leading broadband Internet service provider in Japan, Softbank used the net proceeds from the offering primarily to reduce the amount of its short-term borrowings.
- Softbank, in connection with its tender offer for its outstanding 9 3/8 percent senior notes due in 2011, successfully acquiring 98.9 percent of the notes for an aggregate purchase price of €446.9 million (approximately $567 million). The tender offer was unusual in that the high-yield notes had been legally defeased months earlier, and settlement of the tender offer was made through special arrangements directly from funds in the note-defeasance trust account.