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:
- the underwriters, led by Credit Suisse, Deutsche Bank, Goldman Sachs, J.P. Morgan, Morgan Stanley and Citi, in connection with Alibaba Group Holding Limited’s (China) $25 billion IPO and NYSE listing. S&C also represented the initial purchasers, led by Morgan Stanley, Citigroup, Deutsche Bank and J.P. Morgan, in Alibaba Group’s $8 billion senior unsecured notes offering.
The IPO deal was the largest-ever U.S. IPO, the largest-ever IPO by a technology company and the largest-ever IPO globally. It was named grand prize winner by The American Lawyer in its “Global Finance Deal of the Year: Capital Markets” category; “Equity Market Deal of the Year”, “TMT Deal of the Year” and “China Deal of the Year” by Asian Legal Business; “Equity Deal of the Year” by IFLR Asia Awards, Asian Lawyer, China Law & Practice; and “Deal of the Year” by China Business Law Journal.
The bond deal was awarded “Deal of the Year” and “Debt Market Deal of the Year” by Asian Legal Business, as well as “Deal of the Year” by China Business Law Journal.
- Japan Post Holdings Co. Ltd. and its subsidiaries, Japan Post Bank Co. Ltd. and Japan Post Insurance Co. Ltd., in the $12 billion triple IPO and listing on the Tokyo Stock Exchange.
This was the largest IPO in Japan this century and the largest privatization in Japan since Nippon Telegraph & Telephone Corp. in 1987.
- SoftBank Corp. (Japan), in its $4.5 billion multitranche senior notes offering pursuant to Reg S.
This was the largest international bond offering by a Japanese issuer and one of the largest noninvestment-grade bond offerings out of Asia.
- China Reinsurance (Group) Corporation (China), in its $2 billion IPO and Hong Kong listing of Class H shares.
This was the largest PRC reinsurer to be listed on the Hong Kong Stock Exchange.
- Shengjing Bank Company Ltd. (China), in its $1.5 billion IPO and Hong Kong listing of Class H shares.
This was the largest bank IPO and listing on the Hong Kong Stock Exchange in 2014.
- Tata Motors (India), in its $1.2 billion rights issue.
This was the first-ever rights offering by an India corporate to American depositary receipt holders in the United States and was awarded “Best Rights Offering” by The Asset and “Deal of the Year” by India Business Law Journal.
- the underwriters to Alibaba Pictures Group (Hong Kong), in its $1.6 billion placement of ordinary shares.
- the underwriters, led by China Merchant Securities, UBS, Goldman Sachs, HSBC, BOC International, J.P. Morgan and BNP Paribas, in connection with Fuyao Glass’s (China) $1.1 billion global offering and listing on the Hong Kong Stock Exchange.
- China Shenhua Overseas Capital (China), in its $1.5 billion investment-grade bond offering.
- the underwriters to Sony Corp. (Japan), in its $2.4 billion global offering of common stock pursuant to Section 4(a)(1 ½) and Reg S and in its $1 billion convertible notes offering.
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:
- China Mobile Limited (China), in its agreement to sell the telecommunications towers and related assets to China Tower, as well as its $5 billion acquisition of China TieTong Telecommunications Corp.
This was named as one of the “Deals of the Year” by China Business Law Journal.
- Tokio Marine Holdings Inc. (Japan), in its $7.5 billion acquisition of HCC Insurance (U.S.).
- Suning Commerce Group (China), in its sale of a 19.9 percent stake to Alibaba (China) for $4.6 billion, as well as its acquisition of $2.3 billion worth of shares in Alibaba. S&C also represented Suning in its acquisition of Allyes (China) Holding Company Limited.
- Bank of Tokyo-Mitsubishi UFJ (Japan), in its $5.75 billion acquisition of a majority stake in the Bank of Ayudhya (Thailand) and in its $742 million investment in Vietnam Joint Stock Commercial Bank for Industry and Trade (VietinBank)(Vietnam).
- a consortium led by Ally Bridge Group Capital Partners (Hong Kong), in the $3.3 billion acquisition of WuXi PharmaTech (China).
This was one of the largest going-private transactions, as well as one of the largest leveraged buyouts, for a Chinese business.
- the special committee of NASDAQ-listed Shanda Games Limited, in its going-private transaction that values Shanda Games at approximately $1.9 billion.
- the financial adviser to Bitauto Holdings Limited (China), on its sale of 25 percent of its shares to JD.com. Inc. (China) and 3.3 percent of its shares to an affiliate of Tencent Holdings Limited (China) for an aggregate consideration of $1.3 billion.
- the financial adviser to HomeInns (China), in its going-private transaction.
- iKang Healthcare Group (China), in its going-private transactions.
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:
- Rio Tinto, in its $4.4 billion multi-source financing for the copper and gold mine project in Mongolia, one of the largest copper/gold mines under development anywhere in the world.
The financing was the largest mining financing to sign in 2015, the largest mining financing in Mongolia’s history and the largest-ever emerging markets project financing.
This was also awarded “Asia-Pacific Mining Deal of the Year” by Project Finance International.
- 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 $200 million in funding.
- ENN Energy Holdings, on a bridge loan in relation to its participation in a consortium with China Petroleum & Chemical to purchase all of the outstanding shares and options of China Gas Holdings for HK$ 16.7 billion. Additionally, S&C advised ENN Energy holdings on a refinancing to prepay certain of its existing loans.
- the underwriters, in connection with Jaguar Land Rover’s $800 million and $1.6 billion high-yield notes offerings.
- China Mengniu Dairy, in its $1.7 billion facility arrangement to finance the acquisition of Yashili International (China).
- 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.
- China Oriental Group, in its tender offer to repurchase its outstanding high-yield notes, consisting of $300 million aggregate principal amount of 7% senior notes and $550 million aggregate principal amount of 8% senior notes. The tender offer for the 7% notes used a modified Dutch auction structure, while the repurchase of the 8% notes used a fixed-price tender offer structure, and a “waterfall” process was used to determine the payment priority of the notes.
- Softbank, in connection with its tender offer for its outstanding 9 3/8% 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.
- Softbank, in connection with its high-yield debt euro-offering of €400 million aggregate principal amount of 9 3/8% 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.
- 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.
- Standard Chartered Principal Finance, in the refinancings and subsequent debt restructuring of a secured leveraged loan to LDK New Energy Holdings.
- the underwriters, in connection with Loy Yang Power Partnership’s $250 million high-yield notes offering.