Sullivan & Cromwell has an extensive track record of advising large companies and their underwriters on their initial public offerings and listing on the Hong Kong Stock Exchange in the past two decades. The Firm is particularly experienced in guiding large companies through complex offering structures, such as dual listing on the Hong Kong Stock Exchange and the Shanghai Stock Exchange (A+H offerings) and dual listing on the Hong Kong Stock Exchange and a U.S. stock exchange. S&C’s Hong Kong lawyers have experience working on many landmark Hong Kong IPOs and have the capability to advise on U.S. and Hong Kong law matters, allowing the Firm to provide a seamless, one-stop-shop service to its clients.
Recent Hong Kong 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 named as one of the “Deals of the Year” by China Business Law Journal.
- 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 awarded “Best Rights Offering” by The Asset and was the first-ever rights offering by an India corporate to ADR holders in the U.S.
- the underwriters to Alibaba Pictures Group (Hong Kong), in its $1.6 billion placement of ordinary shares.
- 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 China Traditional Chinese Med (Hong Kong), in its $930 million private-placement sale of shares to its state-owned parent, Sinopharm Group Co. Ltd.
- Bank of Chongqing (China), in its $800 million private placement of Class H shares.
- the underwriters to Universal Medical Financial & Technical Advisory Services (China), in its $514 million offering of global shares and IPO on the Hong Kong Stock Exchange.
Sullivan & Cromwell has advised on numerous important domestic and cross-border merger-and-acquisitions transactions involving Chinese companies and has represented many large corporations in China in M&A transactions. In addition, S&C has significant experience in structuring and negotiating appropriate non-Chinese investment and concession arrangements. As a result, it has a depth of practical experience and contacts in China matched by few other firms.
Recent Hong Kong M&A highlights include representing:
- 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.
- 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.
This was named as one of the “Deals of the Year” by China Business Law Journal.
- the financial adviser to Bitauto Holdings Limited (China), in 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.
This was named as one of the “Deals of the Year” by China Business Law Journal.
- 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.
This was also named as one of the “Deals of the Year” by China Business Law Journal.
- Alibaba Group Holding Limited (China), in its agreement with Foxconn Technology Group (Taiwan) and SoftBank (Japan), under which Alibaba will invest JPY 14.5 billion in SoftBank Robotics Holdings Corp. (Japan).
- 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 HomeInns (China), in its going-private transaction.
- iKang Healthcare Group (China), in its going-private transactions.
- G-Resources (Hong Kong), in its $775 million disposal of interest in the Martable gold and silver mine in Indonesia.
- SK Global Chemical Co. Ltd. (South Korea), in its 50-50 joint venture agreement with SABIC Industrial Investment Co. (Saudi Arabia), for a total investment of $595 million.
S&C has been a key participant in many recent high-profile credit and leveraged finance transactions in Greater China, including high-yield bond offerings, advising lenders, lead arrangers, sponsors, borrowers and private debt financing providers. S&C offers 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 Hong Kong financing highlights include representing:
- ACE Investment Fund (Hong Kong), in connection with its agreements to acquire the loans and the equity interest in EDP’s Italian and Polish wind farm project companies for a total consideration of approximately €392 million.
- 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% 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.
- 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 deal 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.