Skadden, Arps advises corporations and financial institutions on business transactions and operations in Asia and the United States, as well as the rest of the world. With more than 100 attorneys in the Asia Pacific region— including approximately 40 in Hong Kong* and more than 30 in our Tokyo office, as well as others in our Beijing, Shanghai and Singapore* offices — Skadden, Arps has the resources to handle the largest and most complex transactions. Our global network of offices strategically positions the firm to coordinate and execute the cross-border elements of these transactions. Skadden was named the International Law Firm of the Year for Japan by Chambers Asia 2010, which noted the firm's Japanese and U.S. capabilities in real estate, investment funds, corporate finance, M&A and structured finance. In addition, we were ranked as one of the top six firms for “mega-deals” in Asia Legal Business' 2009 list of “Asia's Leading M&A Firms.” We also were named M&A Law Firm of the Year, China, at the 2008 Asia M&A Atlas Awards, and ranked first in M&A by dollar value of deals globally and in the United States — representing both principals and in any advisory role — according to 2009 year-end rankings from both Bloomberg and Thomson Reuters. We also received six “Deal of the Year” awards for 2008 from Asian-Counsel magazine, more than any other firm.
In Asia, the firm has handled matters in Bangladesh, mainland China, Hong Kong, India, Indonesia, Japan, Macau, Malaysia, Pakistan, the Philippines, Singapore, South Korea, Sri Lanka, Taiwan, Thailand and Vietnam.
Japan
Skadden represents Japanese corporations and financial institutions in a wide variety of transactions in the United States, as well as U.S. companies engaged in business in Japan or with Japanese companies elsewhere. Our attorneys have advised Japanese and U.S. concerns in mergers and acquisitions, joint ventures, real estate investments and workouts, public and private offerings of a broad range of debt and equity securities, and project and lease financings. According to Thomson Reuters, in 2009 Skadden advised on four of the top 10 (including three of the top five) announced transactions in Japan.
With respect to mergers and acquisitions, Skadden has handled numerous large and complex matters. For example, we represented:
Chugai Pharmaceutical Co., Ltd. in the sale of a majority interest to Hoffman La Roche and related spin-off and NYSE listing of GenProbe Incorporated, its wholly owned U.S. subsidiary;
Citigroup in the establishment of CitiInsurance, a joint venture with Mitsui Sumitomo Insurance Company;
Citigroup in its acquisition (through Travelers Group International) of a 50 percent interest in Nikko Trust and Banking Corporation to form NikkoCiti Trust and Banking Corporation;
Fujirebio Inc. in its US$168 million recommended tender offer for approximately 33.3 percent of SRL Inc., followed by a share-for-share exchange to convert SRL to its wholly owned subsidiary and a company split to make Fujirebio (now called Miraca Holdings Inc.) a holding company that owns 100 percent equity in a new Fujirebio and SRL, respectively;
The Goldman Sachs (Japan) Co., Ltd., as financial advisor to Taito Corporation, in the approximately US$610 million all-cash tender offer bid launched by Square Enix Co., Ltd. for all of Taito’s common stock, followed by a cash-out share-for-share exchange to convert Taito to Square Enix’s wholly owned subsidiary;
The Goldman Sachs Group, Inc. as financial advisor in relation to an acquisition of a majority interest in a Korean online game developer listed on NASDAQ;
The Goldman Sachs Group, Inc., as financial adviser to Sumitomo Mitsui Financial Group Inc., in its proposed acquisition of UFJ Holdings, Inc.;
KDDI Corporation in connection with BT Group plc's US$965 million all-cash acquisition of Infonet Services Corporation;
Mitsubishi UFJ Securities Co., Ltd. in connection with its investment in and alliance with Perella Weinberg Partners;
National Steel, a U.S. subsidiary of NKK Corporation, in its restructuring and its approximately US$1.1 billion sale of most of its steelmaking and finishing assets;
NEC Corporation in the US$380 million sale of its plasma screens manufacturing subsidiary, NEC Plasma Display Corp. to Pioneer Corporation;
Nomura Principal Finance Co., Ltd. in its US$345 million management buyout of Toshiba Tungaloy Co., Ltd.;
Nomura Securities Co., Ltd., as dealer manager of NTT DOCOMO, Inc.’s US$3 billion share buyback through an issuer tender offer, the largest share buyback ever in Japan;
NTT DOCOMO, Inc. as a 16 percent stockholder of AT&T Wireless Services, Inc. in the acquisition by Cingular Wireless LLC of AT&T Wireless Services, Inc. for US$41 billion;
NTT DOCOMO Inc. (Japan) in its acquisition of a 26 percent stake in Tata Teleservices Limited (India) via a $2.7 billion strategic investment. This deal was awarded one of the 2008 “Deals of the Year” awards from both India Business Journal and Asian-Counsel;
Oji Paper Company in its attempt to acquire a controlling stake in Hokuetsu Paper Mills, Ltd. through a tender offer of up to US$1.5 billion;
Rakuten, Inc. in its proposed business combination with Tokyo Broadcasting Systems, Inc.;
Sammy Corporation and SEGA Corporation with the U.S. aspects of their US$1.4 billion business combination;
Shionogi & Co., Ltd. in the establishment of Shionogi-GlaxoSmithKline Pharmaceuticals LLC, a joint venture with GlaxoSmithKline plc;
Square Co. Ltd. and ENIX CORPORATION, leading Japanese game software companies, as U.S. counsel, in their US$737 million merger;
Tokyu Corporation in connection with 100 percent going private transactions for Tokyu Hotel Chain Co., Ltd. and Tokyu Car Corporation, its public subsidiaries;
Tokyu Corporation in its approximately US$215 million tender offer for shares in Tokyu Department Stores Co., Ltd. This is believed to be the first true two-step acquisition in Japan;
Toshiba Corporation in its US$5.4 billion acquisition of Westinghouse Electric Company from British Nuclear Fuels plc;
Travelers Group in connection with its investment in Nikko Securities, as well as its groundbreaking investment banking joint venture with Nikko Securities to form Nikko Salomon Smith Barney; and
Xerox Corporation in its US$1.3 billion sale of a 25 percent interest in Fuji Xerox to its joint venture partner, Fuji Photo Film Co.
In the area of finance, Skadden has represented major Japanese banks in a wide range of transactions. In particular, we have represented Japanese banks and investment banks in the securitization of yen-denominated assets, including trade receivables and longer-term assets held by finance companies. Other financing transactions have involved secured and unsecured loan agreements, letters of credit and other credit enhancement devices, note purchase agreements, commercial paper programs, accounts receivable, leveraged buyout and other acquisition financing arrangements, loan syndications through the issuance of participations, equity participations in the form of common and preferred stock investments, offerings of convertible securities and partnership interests, and workouts and restructurings.
Some of the clients we have recently represented include:
Deutsche Bank AG and Kokusai Securities in a US$155 million global equity offering by Sammy Corporation;
Goldman Sachs, UBS Warburg and JP Morgan in a US$500 million exchangeable note transaction for Korea Deposit Insurance Corporation (selected as “Best Asian Equity-Linked Issue” in 2001 by International Equity Review);
Japan Bank for International Cooperation (JBIC) as lead syndicate member in a US$1.1 billion synthetic lease financing for Nissan North America, Inc.;
Merrill Lynch in a ¥100 billion (US$943 million) public offering of yen trust originated preferred securities (Yen TOPrS) for NEC Corporation, the first transaction of its kind by a Japanese corporation;
Mitsubishi Motors of America in connection with various securitizations of automobile receivables in the United States;
NEC, Asahi Glass, NKK and other Japanese companies in connection with U.S. and Euro medium-term note programs;
Shinsei Bank in a ¥115 billion (US$1.1 billion) collateralized loan obligation transaction (selected by International Financing Review as “Japanese Securitization of the Year” in 2001) and in four subsequent offerings of ¥60 billion, ¥40 billion, €150 million and US$100 million of notes backed by certificates issued by Shinsei Bank Master Trust; and
Sumitomo Mitsui Financial Group Inc. in the issuance of ¥150 billion (US$1.42 billion) worth of preferred securities to Goldman, Sachs & Co. and in other business arrangements between the two parties.
Skadden has an extremely active real estate practice in Japan and was named by Asian-Counsel magazine as 2009 Firm of the Year for Real Estate in Japan. Some of the real estate clients we have represented include:
international investors in the tax-efficient structuring of their Japan property investments, including numerous transactions using the tokutei mokuteki kaisha and other structures;
international investors in acquiring, developing, financing and leasing numerous office, retail, multifamily and hotel properties throughout Japan;
various domestic and international lenders and borrowers in nonrecourse securitizable loans and bond issuances, worth hundreds of billions of yen, secured by properties, trust interests and nonperforming loan portfolios in Japan; and
Japanese real estate companies in structuring joint ventures with U.S. investors to invest in buildings in Japan and representing these joint ventures in financing acquisitions through loans and bond issuances.
China
Based in our Hong Kong, Beijing, Shanghai, New York and Los Angeles offices, the China Group at Skadden, Arps, Slate, Meagher & Flom LLP and affiliates (“Skadden, Arps” or “Skadden”) includes more than 50 attorneys and other professionals advising clients in China-related transactions. We represent international clients and Chinese companies in cross-border M&A transactions and international capital raising activities.
In 2005, we established our Hong Kong law group, which focuses on the full range of corporate finance, capital markets, and mergers and acquisitions transactions, enabling the firm to deliver integrated, comprehensive services.
Skadden, Arps has worked on many mergers and acquisitions for companies based in China. For example, we have represented or are representing, among others:
Bear Stearns in its US$1 billion cross-investment in China Citic Securities and the proposed establishment of a joint venture investment bank;
The Coca-Cola Company in its approximately US$2.4 billion acquisition of China Huiyuan Juice Group (China), a juice producer. This transaction was selected as one of Asian-Counsel’s 2008 “Deals of the Year”;
DE Shaw and Goldman Sachs in an investment in a Chinese shipbuilding company;
DE Shaw, Goldman Sachs and Deutsche Bank in an investment in a Chinese real estate company;
China National Chemical Corporation, The Blackstone Group and Fox Paine, in the joint bid for NuFarm Limited of Australia;
China Central SAFE Investments in its US$3 billion pre-IPO acquisition of an interest in The Blackstone Group;
China CITIC Bank in its US$646 million sale of a 5 percent stake to Banco Bilbao Vizcaya Argentaria, S.A., a bank in Spain;
China National BlueStar (Group) Corporation in its US$600 million sale of a 20 percent stake to The Blackstone Group. This transaction was awarded Private Equity Deal of the Year, China 2008 at the Asia M&A Atlas Awards and Best Private Equity Deal Non-Buyout 2008 by FinanceAsia.com;
Kuwait Investment Authority in its US$780 million acquisition of H shares in the Industrial and Commercial Bank of China;
the independent nonexecutive directors of CNOOC Limited in its proposed US$18.5 billion acquisition of Unocal Corporation;
SINA Corporation in its adoption of a shareholder rights plan in response to an unsolicited accumulation of a 19.5 percent interest by Shanda Interactive Entertainment Limited;
UBS Investment Bank as financial advisor to China Telecom Corporation Limited in its US$6.3 billion acquisition of the CDMA business of China Unicom Corporation Limited (a wireless telecommunications company based in China. Concurrently, Skadden represented UBS Investment Bank as financial advisor to China Telecommunications Corporation (the parent company of China Telecom Corporation Limited) in its US$9.5 billion acquisition of the CDMA business of China United Telecommunications Corporation (the parent company of China Unicom Corporation Limited). The transaction was selected as one of Asian-Counsel’s 2008 “Deals of the Year”;
Kodak in a landmark deal in which Kodak successfully acquired almost the entire state-owned photographic industry of China and certain exclusive business rights; and
Yahoo! Inc. in its US$4 billion acquisition of an approximately 40 percent interest in Alibaba.com. This deal was selected as one of Asian-Counsel magazine's "2005 Deals of the Year" (February/March 2006).
Examples of our capital markets and privatizations transactions include representing:
Yahoo! Inc. as a significant shareholder in Alibaba.com, in connection with the China-based business-to-business e-commerce company's $1.7 billion IPO. The largest IPO of an Internet company in Asia to date, the 2007 deal was named “IT Telecom Deal of the Year” and “China Deal of the Year” at the Asian Legal Business magazine's China Law Awards. Private Equity International also named the deal “Asian Exit of the Year”;
MEMSIC, a provider of advanced semiconductor sensor and system solutions based on integrated MEMS technology, in its US$70 million IPO and listing on NASDAQ;
China CITIC Bank Corporation Limited in its US$5.6 billion global IPO and listing on the Hong Kong and Shanghai Stock Exchanges;
3SBio Inc., a biopharmaceutical company in China, in its US$123 million initial public offering of American Depositary Shares (ADS). This is the first Chinese biopharmaceutical company listed on NASDAQ;
JA Solar Holdings Co., Ltd., a manufacturer of solar cells for solar panels and power conversion systems, in its US$241 million initial public offering of American Depositary Shares and listing on NASDAQ, as well as its US$306 million follow-on offering;
China Construction Bank in its US$9.2 billion initial public offering and listing on the Hong Kong Stock Exchange;
China Netcom Group in its US$1.3 billion global initial public offering and listing of ADS and ordinary shares on the New York and Hong Kong Stock Exchanges;
Sinopec Corp., the largest petroleum and petrochemical company in the PRC, in its US$3.4 billion global initial public offering and listing of Sinopec's ADS and H shares on the New York, London and Hong Kong Stock Exchanges;
CNOOC Limited, the third-largest oil and gas company in the PRC in its US$1.4 billion global initial public offering and dual listing of CNOOC's ADS and ordinary shares on the NYSE and Hong Kong Stock Exchange;
the underwriters of Agria Corporation's US$283 million IPO and listing on the NYSE;
the underwriters of Wuxi Pharmatech's US$212 million IPO and listing on the NYSE;
HSBC, UBS AG and J.P. Morgan Securities Ltd. as joint lead underwriters in connection with the US$1.2 billion Hong Kong IPO/144A/Reg S offering of H Shares of China COSCO Holdings;
CSFB and Deutsche Bank as joint lead underwriters in connection with SMIC's US$1.7 billion global initial public offering and listing of ADS and ordinary shares on the NYSE and Hong Kong Stock Exchange;
CICC, Citigroup, CSFB and Deutsche Bank as joint lead underwriters in connection with a US$3.5 billion global initial public offering and listing of China Life's ADS and H shares on the NYSE and Hong Kong Stock Exchange. This was the largest IPO worldwide in 2003;
Huaneng Power International in its global offering of US$625 million IPO on the NYSE; and
Huaneng Power International in its public offering of US$230 million convertible bonds.
In the area of joint ventures and divestitures, the China Group has advised clients such as Coca-Cola, Daimler-Benz, Cendant, Kodak, Colgate Palmolive, Bell Atlantic, Honeywell, Eastman Chemical, Kmart, Revlon Inc., Stanley Works and Viacom International, Hoechst, Itochu, Asahi Brewery, Texas Pacific Group, Blue Ridge, Fortress, UnitedHealth, Och-Ziff, Carlyle and Warburg Pincus in their joint ventures and divestitures in China.
Skadden’s energy and project finance practices in China focus on the development and financing of petrochemical and power facilities. The China Group also advises on the use of project financing techniques for other infrastructure and capital intensive projects, such as bridges, roads, railroads, refineries, and oil and gas operations. Examples of our experience in project finance transactions include representing:
AES China Generating Co. Ltd. in the development and financing of a 2,100 MW independent power station consisting of six coal-fired units in Yangcheng Shanxi Province;
Shanghai SECCO Petrochemical Company Limited in its US$1.8 billion financing for the Shanghai Ethylene Cracker Complex (SECCO), which was selected as the “Project Finance Deal of the Year” for 2002 by Institutional Investor, “Asia-Pacific Oil & Gas Deal of the Year” for 2002 by Project Finance magazine in its Asia Pacific Report, “Best Project Finance Deal of the Year” for 2002 by The Asset, and “Best Project Finance Deal of the Year for Energy in Emerging Asia” by Global Finance in its Project Finance Yearbook 2002; and
Wynn Resorts, Ltd. in a landmark US$700 million project finance transaction for Wynn Macau's hotel-casino-resort project, which was then the largest international bank financing and first limited recourse financing in Macau.
Indonesia
Skadden advises Indonesian clients on a range of matters including: project implementation and finance (particularly in private power generation and oil and gas); corporate finance (including securities offerings by Indonesian companies pursuant to Regulation S and Rule 144A and public offerings registered in the United States); and direct investments and joint ventures. In Indonesia, we have recently advised:
PT Jasa Marga (Persero) Tbk., an operator of toll roads and highways in Indonesia, in its partial privatization via an approximately US$371 million initial public offering of shares and listing on the Jakarta Stock Exchange. The offering included a Rule 144A/Regulation S component;
PT. Excelcomindo Pratama (XL), a provider of wireless communications services, in a consent solicitation to holders of its US$300 million 8% Guaranteed Notes due 2009. The consent solicitation resulted in changes to the Limitation on Indebtedness covenant, and certain changes to the definition of permitted holders for the purposes of the Change of Control covenant, following Telekom Malaysia Berhad's recent acquisition of control of XL. Skadden represented Telekom Malaysia in the acquisition. The firm also represented XL in its US$70 million sale of Senior Unsecured Floating Rate Notes due 2006 to Commerce International Merchant Bank Bhd, JP Morgan Securities (Asia) Ltd and UBS;
PT. Medco Energi Internasional Tbk. in a US$300 million Rule 144A and Regulation S secondary offering of Global Depositary Shares (GDSs) by controlling shareholder Encore Int'l Limited. The GDSs were the first equity securities to be listed on the main board of the Luxembourg Stock Exchange since the EU prospectus directive came into effect on July 1, 2005;
Merrill Lynch (Asia Pacific) Limited as arranger of a collateralized equity leveraged loan (CELL) facility for Encore Int'l Limited to fund in part Encore's approximately US$343 million acquisition of a controlling interest in PT. Medco Energi Internasional Tbk.;
Merrill Lynch as placement agent in the placement of US$120 million principal amount of Equity Collateralized Leveraged Securities ("ECOLES") by a finance subsidiary of PT. Energi Mega Persada Tbk., a leading Indonesian oil and gas company;
ABN AMRO Rothschild and Credit Suisse First Boston as joint lead international selling agents in the initial public offering of PT. Bank Mandiri (Persero), the largest bank in Indonesia. This transaction was selected as the “Best Deal in Indonesia” for 2003 by FinanceAsia, “Best Overall Equity Deal and Best Privatization” by AsiaMoney, “2003 Best Bank IPO in Asia” by The Asset, a “Commended Equity Deal in Asia” for 2003 by Euromoney, one of the “Equity Deals of the Year” by CFO Asia, “Best Deal in Indonesia 2003” by The Banker and a “Highly Commended IPO for 2003” by Corporate Finance;
BG International Limited:
in connection with the development of the Greenfield US$2 billion Tangguh LNG Project in Papua, Indonesia, including the unitization of several gas fields and the negotiation of an LNG sales and purchase contract in relation to the Fujian LNG regasification terminal in China, valued at approximately US$8.5 billion; and
in the US$236 million sale of its interest in the Tangguh liquefied natural gas project to CNOOC Maturi Limited (Indonesia) and a subsidiary of LNG Japan Corporation;
Indonesian Bank Restructuring Agency in its sale of a 51 percent stake in Bank Central Asia to Farallon Capital Management, LLC for US$566 million, which was selected as one of the “M&A Deals of the Year” for 2002 by International Financial Law Review;
PT. Paiton Energy in connection with a $2.7 billion financing for the construction and development of a 1,230 MW coal-fired power plant in East Java, Indonesia, the first independent power project in the region, which was selected as the “Power Deal of the Year for Asia Pacific” for 2003 by Project Finance International magazine (Yearbook 2004), “2003 Best Debt Restructuring in Asia” by The Asset and as “2002 Asia Pacific Refinancing Deal of the Year” by Project Finance magazine. In addition, this deal was recognized in Dealogic’s Global Project Finance Review as one of the largest project finance transactions in 2003;
PT. Telekomunikasi Indonesia Tbk.:
in a series of transactions with PT. (Persero) Indonesian Satellite Corporation Tbk. with an aggregate value of US$1.3 billion (“Most Innovative M&A Deal” for 2001, FinanceAsia); and
in connection with a series of acquisition and sale transactions valued at more than US$2.3 billion, including: the US$250 million acquisition of shares of PT. Pramindo Ikat Nusantara from France Télécom and other selling shareholders; and the approximately US$360 million acquisition of PT. AriaWest International (Indonesia) from AT&T Wireless Services, Inc.;
PT. Trans-Pacific Petrochemical Indotama as project sponsor in a US$1.4 billion restructuring of the debt and equity financing for a petrochemical refinery, including new funding in the form of a US$400 million structured financing with credit support provided by PT. Pertamina; and
Telekom Malaysia Bhd. in its acquisition of a controlling interest in PT. Excelcomindo Pratama for approximately US$1 billion.
Malaysia
In Malaysia, Skadden has represented:
Azurix Corporation in its US$1.7 billion sale of Wessex Water Ltd. to YTL Utilities (UK) Limited, a subsidiary of YTL Power International Berhad (Malaysia);
Genting Berhad in its approximately US$71 million acquisition of interests in four power plants in China from El Paso Corporation;
Konsortium Perkapalan Bhd in a US$240 million negotiated acquisition of the Hong Kong-based Pacific Bulk Shipping Limited.;
the underwriters in connection with a US$200 million convertible bond offering by Technology Resources Industries Ltd.; and
Telekom Malaysia Bhd. in its acquisition of a controlling interest in PT. Excelcomindo Pratama for approximately US$1 billion.
South Korea
The firm has advised numerous Korean companies in connection with significant corporate financings and M&A transactions both domestically and internationally. Through such representations, we have developed an in-depth knowledge and understanding of the special concerns and needs of Korean organizations. In particular, we have extensive experience working with both issuers and underwriters. Skadden has been involved in numerous corporate finance offerings, including GDR, ADR, equity-linked and debt transactions. In addition to various corporate finance transactions, Skadden has participated, as counsel to financial advisors and companies in significant Korean M&A transactions. For example, in South Korea we have represented:
Barclays Capital, Citigroup Inc. and Goldman, Sachs & Co. as the joint bookrunners in a US$1 billion sovereign debt offering by the Republic of Korea;
Citigroup Inc. in its US$2.7 billion acquisition of KorAm Bank, which was selected as the “2004 Asia M&A Deal of the Year” by International Financial Law Review and as the “South Korea Deal of the Year” for 2004 by The Banker;
Daum Communications Corp. in its US$95 million acquisition of Lycos, Inc.;
Goldman Sachs, UBS Warburg and J.P. Morgan in the US$500 million exchangeable note offering by Korea Deposit Insurance Corporation (“Best Asian Equity-Linked Issue” in 2001, International Equity Review);
Korea Deposit Insurance Company in its approximately US$675 million sale of a 51 percent stake in Korea Life Insurance Co., the second-largest insurance underwriter in Korea, to a consortium led by Hanwha Group, a major Korean conglomerate;
Korea Electric Power Corporation:
in a US$250 million offering of exchangeable bonds (exchangeable into shares of Powercomm Corporation upon a qualified public offering);
in the sale of its subsidiary, Powercomm Corporation, a major provider of fiber optic and HFC services, to a consortium led by DACOM Corporation, valued at approximately US$682 million;
in connection with the restructuring of eight issues of Yankee/global bonds valued at approximately US$3 billion, involving a consent solicitation;
in connection with the restructuring of 11 issues of Eurobonds valued at approximately US$800 million; and
in connection with U.S. securities law matters related to the restructuring of four issues of Samurai bonds valued at approximately US$725 million;
Lone Star Funds in its US$1.2 billion acquisition of 51 percent of the voting stock of Korea Exchange Bank. The transaction was the largest cross-border deal in Korea in 2003;
Mirae Corporation, a manufacturer of semiconductors, in its US$105 million offering of ADRs;
Morgan Stanley Dean Witter & Co., UBS Warburg and other underwriters as managers in Korea Telecom Corporation’s US$2.2 billion global secondary offering of American Depositary Shares (listed on the New York and London Stock Exchanges), which was selected as “Best Equity Deal of the Year, Best Privatization and Best Secondary Offering” for 2001 by FinanceAsia and as “Best Equity Deal” by Euromoney;
Prudential Financial, Inc. in its acquisition of an 80 percent stake in Hyundai Investment & Securities Co. Ltd. and Hyundai Investment Trust Management Co. Ltd. for approximately US$300 million; and
SK Telecom Co., Ltd., SK Corporation and SK Global Co., Ltd. (now known as SK Networks Co., Ltd.), as issuer’s counsel, in a US$1.25 billion offering by Momenta (Cayman), a Cayman Islands special purpose vehicle, of guaranteed exchangeable notes, guaranteed by SK Corporation and exchangeable into American Depositary Shares of SK Telecom. Simultaneously, Skadden represented SK Telecom, SK Corporation and SK Global in an approximately US$431 million U.S.-registered global secondary offering of American Depositary Shares of SK Telecom. The notes offering was the largest exchangeable equity-linked offering in Asia in 2002 and the second-largest Korean offering to date. This transaction was selected as the “2002 Asian Debt and Equity-Linked Deal of the Year” by the International Financial Law Review, “2002 Equity-Linked Deal of the Year” by Asiamoney, and “2002 Most Innovative Equity Deal” by FinanceAsia.
India
Skadden advises underwriters and issuers on a number of corporate finance transactions involving a diverse group of Indian companies. Transactions have included public and private financings by Indian companies in the capital markets worldwide, including a wide variety of debt and equity instruments. In addition, we handled the first international offering of Global Depositary Receipts by an Indian company, Grasim Industries Limited. We also handled offerings by such leading companies as Biocon Limited, The Tata Iron and Steel Company Limited, Raymond Ltd. (formerly known as Raymond Woolens Mills Limited), Tata Motors Ltd. (formerly known as The Tata Engineering and Locomotive Company Limited), Essar Gujarat Limited and ITC Limited. Skadden was recognized as a leading law firm in India as overseas counsel for capital markets and corporate/M&A in Chambers Global: The World’s Leading Lawyers for Business 2010. In recent years, many transactions we have handled have been named “deals of the year” by various publications.
Other representative matters we have recently handled in India include the representation of:
ABN AMRO Rothschild and Deutsche Bank AG, Hong Kong Branch as joint global coordinators in The India Cements Limited's US$115 million offering of Global Depositary Shares. The offering was made under Rule 144A and Regulation S and the GDSs were listed on the EuroMTF market of the Luxembourg Stock Exchange;
the underwriters as sole international counsel in connection with the US$339 initial public offering, including a Rule 144A/Regulation S offering, of Suzlon Energy Limited, an Indian wind energy solutions company. Suzlon listed on the Bombay Stock Exchange and National Stock Exchange in India. JM Morgan Stanley Private Limited, Enam Financial Consultants Pvt. Limited, CLSA India Limited and Yes Bank Limited were joint bookrunners on the transaction;
Ashok Leyland Limited, one of India’s leading commercial vehicle manufacturers, in connection with the issuance of its US$100 million 0.5% notes convertible into shares or Global Depositary Receipts of Ashok Leyland, and listing on the London Stock Exchange;
DSP Merrill Lynch Limited, Kotak Mahindra Capital Company Limited and HSBC Securities and Capital Markets (India) Private Limited as lead underwriters in the US$80 million initial public offering of Biocon Limited, India’s largest biotechnology company, (“Best Small-Cap Equity Deal” for 2003, FinanceAsia);
Hexaware Technologies Limited (formerly known as Aptech Limited), a software company in India, in its Rule 144A/Regulation S offering of Global Depositary Receipts, which were listed on the London Stock Exchange, and in the sale of its interest in a U.S. information technology company and with certain operating contracts;
JM Morgan Stanley Private Limited and DSP Merrill Lynch Limited, the lead managers, as sole international counsel in the US$44 million initial public offering and Rule 144A/Regulation S placement by 3i Infotech Limited;
Kotak Mahindra (UK) Limited and Kotak Mahindra (International) Limited in a US$40 million Rule 144A/Regulation S offering of Global Depositary Shares by Micro Inks Limited;
Mahanagar Telephone Nigam Limited in connection with its compliance with U.S. securities laws (including the Sarbanes-Oxley Act) and New York Stock Exchange rules; and
Nomura Holdings, Inc. in its agreement with certain subsidiaries of Lehman Brothers Holdings Inc. to acquire all the share capital of Lehman Brothers Services India Private Limited, Lehman Brothers Financial Services (India) Private Limited and Lehman Brothers Structured Finance Services Private Limited. This transaction was selected as one of Asian-Counsel’s 2008 “Deals of the Year.”
In addition, Skadden provides clients with a full range of legal services related to developing and financing electric power, coal, natural gas and other infrastructure projects. For example, Skadden is representing Enron Corp. in the sale of a 65 percent stake in Dabhol Power Company to affiliates of General Electric Company and Bechtel Enterprises Holding Inc.
Philippines
In the Philippines, Skadden handles numerous mergers and acquisitions, corporate finance and project finance transactions. For example, on the island of Luzon, Skadden represented British Gas plc in connection with a 1,600 MW power project and CMS Enterprises and the developer consortium in an independent power project. We also represented Enron Corp. in connection with an independent power transaction in Subic Bay, as well as an independent power project in Batangas, Luzon (financing for the Batangas project was provided by the Asian Development Bank, Overseas Private Investment Corporation and various international commercial banks). The firm also represented Shanghai United Electric in the Magellan independent power project, as well as CMS Enterprises as a possible developer for the project. In addition, we have represented:
Credit Suisse First Boston as the solicitation agent and dealer manager in connection with consent solicitations and a tender offer by Philippine Long Distance Telephone Company (PLDT) relating to its high-yield bonds;
Credit Suisse First Boston and Morgan Stanley Dean Witter & Co. in a US$350 million Rule 144A/Regulation S offering of high-yield bonds with registration rights by PLDT;
FGP Corp. with the US$500 million nonrecourse project financing of a 500 MW gas-fired IPP (San Lorenzo) in Luzon, the Philippines, one of the first “greenfield” independent power projects to be successfully developed and financed in Southeast Asia since the Asian financial crisis began in 1997;
First Gen Corporation, the largest Filipino-owned and third-largest independent power producer in the Philippines, in its approximately US$189 million initial public offering and listing on the Philippine Stock Exchange with a Rule 144A/Regulation S placement to U.S. and international institutional investors;
First Pacific Company (Hong Kong) in its acquisition of a significant interest in PLDT for US$749 million;
First Philippine Holdings Corporation in the issuance and sale by its subsidiary of US$35 million of term notes due 2011 to a fund managed by Darby Asia Investors, Ltd.;
Manila Electric Co., First Philippine Holdings Corp. and Sumitomo Corp. as sponsors in the US$60 million project financing of a power plant in the Philippines;
Manila North Tollways Corporation in the construction and rehabilitation of the North Luzon Expressway in the Philippines. The lenders include the Asian Development Bank, the Export Finance and Insurance Corporation of Australia, the International Finance Corporation, AB Svensk Exportkredit and various commercial banks, with insurance coverage provided by Compagnie Française d’Assurance pour le Commerce Exterieur of France and the Multilateral Insurance Guarantee Agency;
NTT Communications in its acquisition of a 15 percent interest in SMART Communications, Inc. and subsequently in the sale of its interest in SMART Communications, Inc. to PLDT and its acquisition of a 15 percent stake in PLDT in transactions valued at over US$1.5 billion. NTT and PLDT also entered into a strategic alliance and commercial agreements relating to international telecommunications traffic, Internet-related services and transport capacity and NTT management-related services; and
a private equity fund in connection with the disposal of an interest via a Philippines company.
Pakistan
Skadden has been involved in numerous corporate transactions in Pakistan, including corporate financings and project financings. For example, we represented Citicorp and the underwriters in Dewan Salman Fibre Limited’s US$45 million convertible bond offering under Rule 144A and Regulation S of the U.S. Securities Act of 1933, the first convertible bond offering by a Pakistani company in the international markets. We also represented four international commercial banks in the restructuring of an independent power project in Pakistan. The matter involved multiple tranches of commercial bank financing as well as export credit agency financing. In addition, we have represented several developers and project sponsors in various power projects in Pakistan.
Thailand
Skadden advises clients concerning direct investment in and joint ventures with Thai companies, international offerings of securities (shares, convertible bonds, warrants and other instruments), and the creation of American Depositary Receipts by Thai issuers. For example, we represented:
Credit Suisse First Boston, Lehman Brothers Inc. and Merrill Lynch & Co., Inc. as joint global coordinators in the US$726 million initial public offering and privatization of the Petroleum Authority of Thailand (renamed PTT) (“Best IPO of the Year” for 2001, FinanceAsia);
as part of a consortium, which included Merrill Lynch and Coopers & Lybrand, the firm advised the Thai government on the restructuring and privatization of the Telephone Organization of Thailand, the national telecommunications company;
Thai Oil Public Company Limited:
in its approximately US$788 million initial public offering and listing on the Stock Exchange of Thailand, including a Rule 144A/Regulation S offering outside Thailand. The transaction was selected as “Best Deal of the Year for IPO in Thailand” for 2004 by Asia Money, “2004 Best IPO” by The Asset, and “Best Equity Deal, Best IPO, Best Privatization and Best Thailand Deal” for 2004 by FinanceAsia; and
in its US$350 million issue of 5.10% Notes due 2015; and
Thai Petrochemical Industry Public Company Limited in its approximately US$300 million equity offering.
Contact Information
For additional information regarding Skadden’s practice in Asia, please contact any of the individuals listed below.
Hong Kong
Jon L Christianson Corporate, Project and Structured Finance Transactions, and Mergers and Acquisitions 852.3740.4722
Z. Julie Gao Corporate Transactions in China 852.3740.4850
Edward H.P. Lam Corporate Finance, Mergers and Acquisitions, and Project Development and Finance 852.3740.4771
Gregory G.H. Miao Corporate Transactions in China 852.3740.4780
Nick Norris Corporate Finance and Mergers and Acquisitions 852.3740.4733
Alan G. Schiffman Project Finance, Energy and Infrastructure Development 852.3740.4734
Ed G. Sheremeta Real Estate 852.3740.4868
Jonathan B. Stone Corporate Finance and Mergers and Acquisitions 852.3740.4703
Alec P. Tracy Corporate Finance and Mergers and Acquisitions 852.3740.4710
Dominic Tsun Corporate Finance and Mergers and Acquisitions 852.3740.4777
Beijing
Jon L Christianson Corporate, Project and Structured Finance Transactions, and Mergers and Acquisitions 86.10.6535.5588
Peter X. Huang Corporate, International Finance Transactions, and Mergers and Acquisitions 86.10.6535.5599
Gregory G.H. Miao Corporate Transactions in China 86.10.6535.5585
Shanghai
Gregory G.H. Miao Corporate Transactions in China 86.21.6193.8282
Tokyo
Skadden, Arps, Slate, Meagher & Flom LLP
Nobuhisa Ishizuka Corporate 81.3.3568.2630
Audrey Sokoloff Real Estate 81.3.3568.2610
Skadden Arps Law Office
Mitsuhiro Kamiya Corporate 81.3.3568.2228
Masahiro Shiga Real Estate 81.3.3568.2602
New York
Edmund C. Duffy Corporate 1.212.735.3000
Phyllis G. Korff Corporate Finance 1.212.735.3000
Los Angeles
Michael V. Gisser Mergers and Acquisitions, Technology and International 1.213.687.5000
_____________________________________________ * Our Hong Kong and Singapore offices operate as Skadden, Arps, Slate, Meagher & Flom.
