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Asia Pacific

Skadden, Arps, Slate, Meagher & Flom (“Skadden”) 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 approximately 90 attorneys in the Asia Pacific region — residing in our Beijing, Hong Kong,* Seoul, Shanghai, Singapore,* Sydney* and Tokyo offices — Skadden 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 ranked first in M&A by dollar value of deals in Asia Pacific and Southeast Asia according to 2015 year-end rankings by Bloomberg. We ranked as a Tier 1 firm for Corporate/M&A in Asia Pacific by Chambers Asia 2015 and a Tier 1 firm for M&A in China, Hong Kong and Japan by Asian Legal Business 2015. Skadden won the "Innovation in Finance Law" award at the 2015 Financial Times Asia-Pacific Innovative Lawyers Awards. We were named a top international firm for work in China in 2014 by China Business Law Journal and "2014 Japan Most Responsive International Firm of the Year" by Asian-MENA Counsel.

The firm has handled matters in Bangladesh, China, Hong Kong, India, Indonesia, Japan, Macau, Malaysia, Pakistan, the Philippines, Singapore, South Korea, Sri Lanka, Taiwan, Thailand and Vietnam.

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* Our Hong Kong, Singapore and Sydney offices operate as Skadden, Arps, Slate, Meagher & Flom.

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Mergers and Acquisitions

Skadden has developed a first-tier mergers and acquisitions capability in Asia over the past 25 years with a focus on complex, cross-border transactions. We have significant and unique experience in structuring and executing challenging transactions throughout our network of Asian offices. We draw on the wealth of experience of a complementary group of Asian, U.S. and European practitioners to exploit practices and developments from the world of M&A, sensitive to the local environment in which the acquisition entities are established. We work closely with our client’s financial and other advisors, whether lawyers or otherwise, in search of excellence and successful completion of the tasks to which we are assigned.

Recently, the firm has advised:

  • Anbang Insurance Co., Ltd. (China) as lead international and deal counsel in its US$1.9 billion acquisition of the Waldorf Astoria Hotel from Hilton Worldwide Holdings Inc. This is the largest real estate acquisition by a Chinese company in the United States;
  • Banco BBM S.A. (Brazil) in its sale of a majority stake to Bank of Communications Co., Ltd. (China). This transaction was named one of China Business Law Journal’s “Deals of the Year” for 2015;
  • Beijing Xiaoju Keji Co., Ltd. (Didi Dache), as international counsel, in its merger with Hangzhou Kuaizhi Technology Co., Ltd. (Kuaidi Dache). Both companies are developers of mobile taxi booking applications in China. This transaction was named one of China Business Law Journal’s “Deals of the Year” for 2015;
  • Bitauto Holdings Limited in a US$1.3 billion strategic investment by JD.com, Inc. and Tencent Holdings Ltd. As part of this transaction, JD.com and Tencent invested US$250 million in YiXin Capital Ltd., a subsidiary of Bitauto. All four companies are based in China. This transaction was named one of China Business Law Journal’s “Deals of the Year” for 2015;
  • Carlyle Asia Pacific Buy-Out Fund II, a fund managed by The Carlyle Group, in the sale of a 49 percent stake in Yangzhou Chengde Steel Tube Co., Ltd. (China), a steel tube manufacturer, to Precision Castparts Corp., a metal products manufacturer. This is the second-largest private equity exit deal in China;
  • China Huaneng Group in its US$1.2 billion acquisition of a 50 percent stake in InterGen N.V. from GMR Infrastructure Limited (India). The transaction was awarded “Deal of the Year” by India Business Law Journal in 2010;
  • China National Bluestar (Group) Corporation, a chemical manufacturer, in its US$2 billion acquisition of Elkem AS, a Norway-based company engaged in silicon, carbon and foundry products and solar energy. Skadden also is advising BlueStar on the Russian antitrust filing for the transaction. This was recognized as a 2011 “Deal of the Year” by China Business Law Journal;
  • China Petroleum & Chemical Corporation (Sinopec), as U.S. counsel, in its US$2.5 billion acquisition of a 55 percent stake in Sonangol Sinopec International Limited (Cayman Islands), an oil and gas explorer and producer. This transaction was named “Energy and Natural Resources Deal of the Year” at the 2011 China Law and Practice Awards;
  • China Three Gorges Corporation in its acquisition of the 21.35 percent stake in Energias de Portugal S.A. (EDP) for €2.69 billion (approximately US$3.5 billion). This transaction was recognized as a 2012 “Deal of the Year” by China Business Law Journal;
  • on the US$3.7 billion going-private transaction for Focus Media Holding Limited, a leading media company that operates China’s largest lifestyle targeted interactive digital media network, in which Skadden represented the chairman of the board and chief executive officer of Focus Media, and his affiliates. This transaction was the largest-ever delisting of a New York-listed Chinese company, and was named “Private Equity Deal of the Year” at the 2014 IFLR Asia Awards;
  • Government of Singapore Investment Corporation Pte. Ltd., a sovereign wealth fund, in its co-investment with Global Logistic Properties Limited (Singapore) to acquire IndCor Properties, Inc. from Blackstone Real Estate Advisors for US$8.1 billion. This deal was named PERE’s “Global Deal of the Year” and “North America Deal of the Year” for 2014, the top “CMBS — Single Borrower/Portfolio Deal” at the Real Estate Finance & Investment Financing Awards and “Deal of the Year” at the Asian Lawyer Emerging Markets Awards;
  • Government of Singapore Investment Corporation Pte. Ltd. in its investment in Xiaomi Corporation (China), a manufacturer of mobile phones and consumer electronics. This transaction was named one of China Business Law Journal’s “Deals of the Year” for 2015;
  • Hony Capital, a China-based private equity fund, as part of a buyer consortium in the proposed US$2.8 billion management-led going private acquisition of Giant Interactive Group, Inc., one of China’s leading online game developers and operators;
  • JD.com, an online retail company, in its acquisition of the e-commerce businesses of Tencent Holdings Ltd., an investment holding company with subsidiaries in the Internet and telecommunications industries. As part of the transaction, Tencent acquired a 20 percent stake in JD.com, valued at US$5.2 billion. Both companies are based in China. This transaction was named as one of Asian-MENA Counsel magazine’s “Deals of the Year” for 2014, one of China Business Law Journal’s “Domestic M&A Deals of the Year” for 2014 and “M&A Deal of the Year 2015” at the ALB China Law Awards;
  • KDDI Corporation, a telecommunications company, in its US$4 billion acquisition of a 37.8 percent stake in Jupiter Telecommunications Co., Ltd., a television, internet and telecommunications services operator. Both companies are located in Japan;
  • Mitsui Sumitomo Insurance Co., Ltd. (Japan) in its proposed £3.46 billion acquisition of Amlin plc (United Kingdom);
  • Morgan Stanley & Co. Incorporated in its sale of a 34 percent stake in China International Capital Corporation Limited to TPG Capital Corporation, Kohlberg Kravis Roberts & Co., L.P., Government of Singapore Investment Corporation and The Great Eastern Life Assurance Company Limited;
  • Nikkei Inc. (Japan) in its £844 million acquisition of Financial Times Group Ltd. (United Kingdom) from Pearson plc (United Kingdom);
  • the special committee of the board of directors of Qihoo 360 Technology Co. Ltd. in its US$9.3 billion going-private acquisition by a consortium including Mr. Zhou Hongyi, chairman and chief executive officer of Qihoo, CITIC Capital Securities Co., Ltd., Golden Brick Capital, China Renaissance Holdings Limited, and Sequoia Capital China. This is the largest-ever going-private deal for a Chinese company listed in the U.S.;
  • Sprint Nextel Corporation in its sale to Japan’s SoftBank Corp. of a 70 percent stake for US$20.1 billion. The deal is the largest-ever overseas acquisition by a Japanese company;
  • Stanley Black & Decker in its US$850 million all-cash acquisition of Infastech, a Hong Kong-based maker of engineered mechanical fasteners, from CVC Capital Partners and Standard Chartered Private Equity;
  • Sumitomo Mitsui Financial Group, Inc. (Japan) and its subsidiary, Sumitomo Mitsui Banking Corporation (Japan), in its US$7.8 billion acquisition of Nikko Cordial Securities Inc. (Japan) and related assets from Citigroup Inc.;
  • Visteon Corporation in the US$3.6 billion sale of its 70 percent stake in Halla Visteon Climate Control Corp. (South Korea) to an affiliate of Hahn & Company (South Korea), a private equity firm, and Hankook Tire Co., Ltd. (South Korea). Both Visteon and Halla Visteon are manufacturers of auto parts;
  • Yahoo! Inc. in its approximately US$7.1 billion sale of a 20 percent stake in Alibaba Group Holding Limited (Hong Kong). This transaction was named 2012 “Take Private Deal of the Year” by China Business Law Journal and “Technology, Media & Telecoms Deal of the Year” at the ALB China Law Awards. The Daily Journal also named this transaction one of the top 10 California M&A deals by value announced in 2012; and
  • the special committee of the board of directors of Youku Tudou Inc. in its proposed US$5.6 billion going-private acquisition by Alibaba Group Holding Limited. Both companies are based in China.

Corporate Finance

Skadden advises in capital markets in each of our Asia Pacific offices and operates throughout the region including handling matters in Australia, China, Hong Kong, India, Indonesia, Japan, Macau, Malaysia, New Zealand, Pakistan, the Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam.

We advise corporate, governmental and investment banking clients on a variety of corporate finance transactions, including IPOs, high-yield financings and other global equity and debt offerings. Examples of our recent work include:

Equity

  • 3SBio Inc., a biopharmaceutical company in China, in its US$819 million initial public offering of shares on the Hong Kong Stock Exchange;
  • the joint lead managers in the US$230 million offering by Bloomberry Resorts Corporation, the developer of Solaire Manila, a premiere integrated tourism resort and gaming complex located in Entertainment City, Metro Manila, the Philippines;
  • China CITIC Bank Corporation Limited, in its US$5.9 billion initial public offering and simultaneous dual listing in Hong Kong and Shanghai;
  • Citi and Macquarie as U.S. and Hong Kong counsel in their role as joint global coordinators in the US$438 million international offering of shares in Toronto-listed SouthGobi Energy Resources Ltd. The transaction involved public offerings in Hong Kong and Canada, an international private placement (including Rule 144A sales in the United States) and the secondary listing of SouthGobi’s shares on the Hong Kong Stock Exchange. This was the first listing in Hong Kong by a company incorporated in British Columbia;
  • Cogobuy Group (China), an operator of an online trading platform for small- and medium-sized electronic manufacturers, in its HK$1.375 billion (US$177 million) initial public offering and listing on the Hong Kong Stock Exchange. Skadden received the “Innovation in Finance Law” award for international firms for our work on this deal at the Financial Times “Asia-Pacific Innovative Lawyers” awards (June 2015);
  • the Commonwealth of Australia and Medibank Private Limited, Australia’s largest private health insurer, (as international counsel) in the privatization of Medibank via its US$4.9 billion (A$5.7 billion) initial public offering and listing on the Australian Stock Exchange;
  • DSP Merrill Lynch Limited, Axis Capital Limited, Edelweiss Financial Services Limited and YES Bank Limited (as sole international counsel) as lead managers in the US$163 million combined primary/secondary initial public offering and dual listing on the Bombay Stock Exchange and the National Stock Exchange in India of Inox Wind Limited (India), a provider of wind power solutions. The offering included a Rule 144A/Regulation S offering. This was the largest Indian IPO since June 2013;
  • E-Commerce China Dangdang Inc., an online retailer of books and general merchandise, in its US$272 million initial public offering of American Depositary Shares and listing on the New York Stock Exchange;
  • Fast Retailing Co., Ltd., a clothing retailer based in Japan, in its listing of Hong Kong Depositary Receipts. This is the first listing filed and completed since the Stock Exchange of Hong Kong Limited and the Securities and Futures Commission of Hong Kong issued revised regulations for the listing of overseas companies in September 2013;
  • the sole placement agent and issue manager and the other underwriters in the US$141 million initial public offering of Grameenphone Ltd., a wireless services provider in Bangladesh. This is the largest IPO ever in Bangladesh;
  • the joint bookrunners in the US$500 million combined primary/secondary initial public offering of shares of Jaypee Infratech Limited, the developer of the Yamuna Expressway, a six-lane highway in the state of Uttar Pradesh, India. The shares were dual-listed on the Bombay Stock Exchange and the National Stock Exchange in India, and the offering also included a Rule 144A/Regulation S component;
  • JD.com, Inc. (China), an online retail company, in its US$2.05 billion initial public offering of American Depositary Shares and listing on Nasdaq. Skadden also represented JD.com in its concurrent US$1.33 billion placement of Class A ordinary shares to Tencent Holdings Limited (China), an investment holding company with subsidiaries in the Internet and telecommunications industries. This transaction was named as one of Asian-MENA Counsel magazine’s “Deals of the Year” for 2014,and as one of China Business Law Journal’s “Overseas Equity Capital Market Deals of the Year” for 2014;
  • the joint sponsors in the secondary listing of ordinary shares of Kazakhmys PLC (United Kingdom) on the Hong Kong Stock Exchange. Kazakhmys is the largest copper mining company in Kazakhstan;
  • PT Garuda Indonesia (Persero) Tbk., the national airline of Indonesia, as issuer and PT Bank Mandiri (Persero) Tbk. (Indonesia) as selling shareholder in the privatization of PT Garuda via a US$529 million combined primary/secondary initial public offering of shares, which were listed on the Indonesian Stock Exchange. The offering included a Rule 144A/Regulation S component;
  • PT Mitra Keluarga Karyasehat Tbk, Indonesia’s largest private multi-specialty hospital and a subsidiary of the Kalbe Farma Group (Indonesia), in its US$340 million initial public offering and listing on the Indonesian Stock Exchange;
  • PT Tower Bersama Infrastructure Tbk (Indonesia), a telecommunications infrastructure company, in its US$232 million combined primary/secondary initial public offering of shares and listing on the Indonesian Stock Exchange;
  • PT XL Axiata Tbk (Indonesia), a mobile telecommunications provider, and Axiata Group Berhad (Indonesia) as selling shareholder in a US$600 million secondary sale by Axiata Group of 19.8 percent of XL Axiata shares in a Rule 144A/Regulation S international offering and an Indonesian private placement;
  • Renren Inc., a social networking website in China, in its US$743 million initial public offering of American Depositary Shares and listing on the New York Stock Exchange; and
  • Wynn Macau, Limited, the Macau business of resort and casino operator Wynn Resorts, Limited, (as U.S. and Hong Kong counsel) in its US$1.87 billion initial public offering and listing in Hong Kong. This is the first U.S.-controlled company to seek a listing on the Main Board of the Hong Kong Stock Exchange.

Debt

  • Baidu, Inc. (China), an Internet search provider, in its US$1 billion SEC-registered offering of 2.75% notes due 2019, which were listed on the Singapore Stock Exchange. This deal was named as one of China Business Law Journal’s “Debt Capital Market Deals of the Year” for 2014;
  • Bank of Communications Co., Ltd., CITIC Securities Company Limited and The Hongkong and Shanghai Banking Corporation Limited as underwriters (as Hong Kong and U.S. counsel) in a RMB 1 billion (US$157 million) issuance of 3.5% panda bonds due 2018 by The Hongkong and Shanghai Banking Corporation Limited (Hong Kong). This is the first ever issuance of panda bonds by a foreign commercial bank;
  • Barclays, Bank of America Merrill Lynch, BNP Paribas, Deutsche Bank, HSBC, Standard Chartered and DBS Bank Limited as joint lead managers in a US$1 billion Rule 144A/Regulation S offering of 4.375% senior notes due 2025 by Bharti Airtel Limited (India), a telecommunications company with operations in twenty countries across Asia and Africa. The notes were listed on the Singapore Stock Exchange;
  • China Automation Group Limited (Hong Kong), a safety and control system provider for the petrochemical industry, and a railway signaling system provider, in its US$200 million Regulation S offering of 7.75% senior notes due 2016;
  • China Petrochemical Corporation (Sinopec) as guarantor, and Sinopec Group Overseas Development (2014) Limited as issuer in a US$5 billion Rule 144A/Regulation S offering of senior unsecured notes in five tranches: US$1.25 billion of 1.75% senior notes due 2017, US$750 million of 2.75% senior notes due 2019, US$1 billion of 4.375% senior notes due 2024, US$1.5 billion of senior floating rate notes due 2017 and US$500 million of senior floating rate notes due 2019. This is the largest global debt offering by a mainland Chinese corporation to date;
  • The Commonwealth of Australia in relation to a US$33 million Uridashi bond offering by Australia & New Zealand Banking Group Ltd. This was the first Uridashi bond offering to be issued under the Australian government’s guarantee program, which came into effect in November 2008, aimed at helping Australian banks weather the global credit crunch;
  • the joint lead managers in the offering of US$900 million principal amount of 11.125% high-yield notes due 2018, in a US$550 million Rule 144A/Regulation S high-yield offering of 11.25% senior notes due 2017, and in a US$400 million Regulation S high-yield offering of 10.50% senior notes due 2015 and in a a US$750 million Rule 144A/Regulation S high-yield offering of 7.5% senior notes due 2023, each issued by Country Garden Holdings Company Limited (a real estate property developer in China);
  • Energy Development Corporation, the Philippines’ largest geothermal power producer, in its US$300 million global offering of 6.5% high-yield bonds due 2021. The bonds were listed on the Singapore Stock Exchange;
  • Newcrest Mining Limited in a US$1 billion Rule 144A/Regulation S offering of guaranteed senior notes by Newcrest Finance Pty Ltd in two tranches: a US$750 million offering of 4.2% guaranteed senior notes due 2022 and a $250 million offering of 5.75% guaranteed senior notes due 2041;
  • PT Bumi Serpong Damai Tbk. (Indonesia), a real estate development company, in its US$225 million high-yield offering of 6.75% senior notes due 2020. The notes were listed on the Singapore Stock Exchange; and
  • WEA Finance LLC and Westfield UK & Europe Finance plc, finance subsidiaries of Westfield Corporation (Australia), a developer and manager of real estate and shopping malls, in their US$3.5 billion Rule 144A/Regulation S offering of guaranteed senior notes in four tranches: US$750 million of 1.75% guaranteed senior notes due 2017, US$1.25 billion of 2.7% guaranteed senior notes due 2019, US$1 billion of 3.75% guaranteed senior notes due 2024 and US$500 million of 4.75% guaranteed senior notes due 2044.

International Arbitration and Litigation

Skadden’s International Arbitration and Litigation Group in Asia Pacific provides the full range of international dispute resolution services across the region. The team in Asia is particularly experienced in litigation and arbitration cases involving different systems of national law, as well as private and public international law. Members of the group are qualified in a number of jurisdictions and have handled cases under the auspices of HKIAC, SIAC, ICC, LCIA and CIETAC as well as ICSID and UNCITRAL claims. We also handle both regulatory and cross-border investigations.

Some of our recent contentious work has included:

  • a Chinese export corporation in the arbitration of contract claims against a U..S metal importer;
  • a defendant concerning an alleged breach of a license agreement in the High Court of Hong Kong;
  • a PRC mining company in a potential ICC arbitration in Singapore with its Australian business partner;
  • a private equity firm in a dispute concerning an investment in a Chinese joint venture in the High Court of Hong Kong;
  • a U.S. oil and gas exploration company in an internal investigation into alleged U.S. FCPA violations by its Indonesian subsidiary;
  • an HKIAC arbitration involving a claim in excess of US$200 million over an investment in a Chinese enterprise;
  • an ICC arbitration in Hong Kong, against a number of oil majors in relation to multimillion-dollar disputes arising in respect of an energy supply contract;
  • an Indonesian subsidiary of a U.S. company in an ICC arbitration held in Singapore under a fuel supply agreement with an Indone¬sian subsidiary of a British company;
  • ARCO China Incorporated, China National Offshore Oil Corporation and KUFPEC (China) Incorporated in their successful gas-pricing arbitration in London against Castle Peak PowerCompany Ltd;
  • China National Offshore Oil Company, KUFPEC (China) Inc. and BP China, Inc. in the expert determinations of economically recoverable reserves, in an UNCITRAL arbitration relating to their delivery obligations under a take-or-pay gas sales contract, and in an UNCITRAL arbitration relating to the meaning of the force majeure provision of a take-or-pay gas sales contract;
  • China Petroleum and Chemical Corp. (Sinopec) relating to issues arising out of its NYSE-traded entity;
  • China Sunergy Limited in a securities class action in the Southern District of New York;
  • CNOOC Limited (China) and Kuwait Foreign Petroleum Export Corporation in an UNCITRAL arbitration relating to delivery obligations under a take-or-pay gas sales contract; and
  • an Indonesian subsidiary of a U.S. company in an ICC arbitration held in Singapore under a fuel supply agreement with an Indonesian subsidiary of a British company.

Investigations, Compliance and Anti-Corruption

Our government enforcement and white collar crime attorneys represent companies, their boards and senior officers and individuals in all aspects of FCPA, anti-corruption and compliance matters. We advise on compliance issues; internal investigations; transactional due diligence; enhancement of compliance programs; the defense of government investigations; enforcement actions and criminal/civil proceedings; and related governance, disclosure and litigation matters. Our group handles internal investigations directed by company management, boards of directors or board committees, regarding compliance with the FCPA, UK Bribery Act, legislation implementing the OECD Anti-Bribery Convention and the UN Convention Against Corruption, as well as other laws and regulations.

The team comprises attorneys on the ground across our offices in Asia, the U.S., the U.K., France and Germany where recognized and experienced white collar colleagues work on internal investigations and transactional due diligence and support our global network of offices.

Energy and Infrastructure Projects

Our energy and infrastructure projects practice in Asia focuses on a wide range of developments and projects covering China, Indonesia, the Philippines, Taiwan, South Korea, Macau, Singapore, Japan, Australia, Thailand, Bangladesh, Pakistan and India. Practice group members have extensive experience representing sponsors, investors and financial institutions in matters primarily relating to the development, investment and financing of energy projects, power (including renewables), oil and gas, infrastructure, gaming, entertainment, sports and industrial projects, as well as asset and equity acquisitions and divestitures, financial restructurings and leveraged acquisitions. Our experience in the energy and infrastructure field includes advising:

  • 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;
  • The AES Corporation and its subsidiary, Masinloc Power Partners Co., Ltd., in connection with a refinancing of the existing debt on the Masinloc Power Project, a 600MW power project in the Philippines. The refinancing consisted of a US$500 million nonrecourse debt facility from a consortium of Philippine banks;
  • Manila North Tollways Corporation in the construction and rehabilitation of the North Luzon Expressway in the Philippines;
  • MAXpower Group Pte Ltd. (Indonesia) in its sale of a 44 percent stake in Myanmar Power Pte Ltd., operator of a 50-megawatt gas-fired generation plant in Myanmar, to Mitsui & Co. Ltd. (Japan);
  • New Cotai Holdings, LLC, a joint venture of funds managed by Silver Point Capital, L.P. and Oaktree Capital Management, L.P., in a $380 million Rule 144A/Regulation S high-yield offering of 10.625% senior pay-in-kind notes due 2019 issued by two subsidiaries of New Cotai Holdings, LLC as co-issuers, and a 7.4 percent indirect equity interest in New Cotai Holdings, LLC. The proceeds will be used to finance New Cotai’s capital commitments to the Macau Studio City project, a $2 billion hotel and casino development in Macau scheduled to open in 2015. This matter was named the “Asia-Pacific Leisure Deal of the Year” for 2013 by Project Finance magazine;
  • P.T. Paiton Energy in relation to the financing of an 815MW coal-fired power plant that will be an expansion of an existing plant owned by the project company in Indonesia. The transaction was awarded “Project Finance Deal of the Year” at the International Financial Law Review’s 2010 Asian Awards by Asian-Counsel magazine, and by Euromoney at its 2011 awards;
  • P.T. Paiton Energy in its US$2.6 billion comprehensive financial, fuel supply and off-take restructuring of its 1,230MW coal-fired power plant. Paiton Energy was the first and largest IPP in Indonesia at the time, and it also was the first to renegotiate its power purchase agreement with the government and power line networking following the Asia financial crisis;
  • PT Trans-Pacific Petrochemical Indotama (TPPI) (Indonesia) as project sponsor of a US$1.5 billion restructuring and negotiation of related construction contacts to complete the construction of an aromatics facility in East Java, Indonesia;
  • Shanghai SECCO Petrochemical Company Limited in its US$1.8 billion financing for the Shanghai Ethylene Cracker Complex;
  • Sithe Asia Holdings Limited in connection with the simultaneous acquisition and nonrecourse project financing of a 250MW heavy fuel oil-fired captive cogeneration plant in Ichon, South Korea, and a 97MW, 750-ton/hour heavy fuel oil and waste-gas fired cogeneration plant in Daesan, South Korea;
  • Toshiba Corporation (Japan) in its acquisition of a 23 percent stake in a holding company for uranium mine projects in Kazakhstan from Marubeni Corporation; The Tokyo Electric Power Company, Incorporated; Chubu Electric Power Company, Incorporated; and Tohoku Electric Power Co., Inc.;
  • Wynn Resorts, Ltd. in a US$2.3 billion dual-currency secured credit facility. The borrowings will be used to refinance Wynn;
  • Macau’s existing indebtedness and to fund the design, development and construction of Wynn Macau’s new casino resort in the Cotai area of Macau. Skadden also represented Wynn Resorts in a 2007 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;
  • The Vitol Group in its US$2.6 billion acquisition of the Australian downstream businesses of Royal Dutch Shell plc. Both companies are oil producers in the Netherlands; and
  • Vivendi Universal Entertainment LLP in its US$875 million joint venture through Universal Parks & Resorts along with two partners in China to construct a Universal Studios theme park in Shanghai, China.

Banking

Skadden’s international banking and leveraged finance practice represents arrangers, investors and borrowers in numerous significant investment grade and leveraged debt-related transactions providing lender and borrower representation. We focus on complex, cross-border and innovative financings, predominantly leveraged.

The lawyers in our Asian banking practice are familiar with all aspects of leveraged finance and have a sound understanding of other credit products such as project finance and high-yield. Unlike some of our competitors, we place emphasis on our lawyers being trained on a broad front as we believe this gives them the skills to work around seemingly insurmountable obstacles to achieve the client’s objective.

The practice is regularly engaged in the development of new techniques for financing and restructuring transactions. Our ability to mix the new with the old is particularly useful where, as is often the case, a bespoke rather than a standard solution is required by our clients. We were one of the first U.S. law firms in Hong Kong to offer a “one-stop shop” of capabilities under English law, U.S. law and Hong Kong law. Some recent highlights include advising:

  • Credit Suisse AG in connection with its arrangement of a fully underwritten covenant-lite US$5 billion senior secured term loan to Fortescue Metals Group, Australia’s third largest producer of iron ore. The transaction is the second largest leveraged covenant-lite term loan of all time, the largest institutional term loan since 2007, and the largest leveraged metals and mining term loan of all time;
  • Government of Singapore Investment Corporation Pte. Ltd. , a sovereign wealth fund, in its US$5 billion acquisition financing in connection with its acquisition of IndCor Properties, Inc. for US$8.1 billion. This deal was named PERE’s “Global Deal of the Year” and “North America Deal of the Year” for 2014;
  • Mitsui Sumitomo Insurance Co., Ltd. (Japan) in its ¥800 billion bridge facility in connection with its proposed US$5.3 billion acquisition of Amlin plc (United Kingdom);
  • Mylan in the acquisition financing, which included a new US$1 billion senior unsecured bridge term loan and a US$2 billion offering of senior notes in four tranches in connection with its US$1.6 billion acquisition of Agila Specialties Private Limited (India) from Strides Arcolab Limited (India); and
  • Wynn Resorts (Macau) S.A. in connection with a new US$2.3 billion dual currency secured credit facility and related currency and interest rate hedging arrangements.

International Competition

The international competition practice represents clients on a full range of competition law issues raised in multinational M&A and other transactions. Such issues arise in outbound Chinese investment around the world as well as foreign investment in Chinese entities (including the creation of joint ventures between Chinese and foreign companies). The international competition practice also represents clients across multiple jurisdictions with anticompetitive conduct issues relating to cartels and potential abuses of dominance, and has broad experience in designing and auditing global competition compliance programs. Our experience includes advising:

  • China Huaxin Post and Telecommunications Economy Development Center in completing its acquisition of 85 percent of the interests in Alcatel-Lucent Enterprise Business, with Alcatel-Lucent retaining its interests in the vital business. This is the first deal in which CFIUS approval was granted to a Chinese state-owned enterprise acquiring strategic assets in the United States;
  • Freescale Semiconductors, Ltd. in its merger with NXP Semiconductors, with the combined enterprise being valued at just over US$40 billion. Skadden is advising on the Chinese Ministry of Commerce and all other competition approvals for this transaction;
  • General Electric Company with the global antitrust aspects of its US$16.9 billion acquisition of the energy unit of Alstom SA (France), including competition approval in China;
  • LSI Corporation, a semiconductor and software designer, in its agreement to be acquired by Avago Technologies Limited, a designer, developer and global supplier of a broad range of analog semiconductor devices, in an all-cash transaction valued at US$6.6 billion. Skadden advised on the Chinese Ministry of Commerce and all other competition approvals for this transaction, receiving unconditional approvals; and
  • Marubeni Corporation on its US$3.6 billion 2013 acquisition of U.S. based Gavilon, including on all competition approvals, including that before the Chinese Ministry of Commerce. Skadden has continued to advise Marubeni on its continuing compliance with certain conditions and monitoring set forth in that approval which are still in place today.

     

    Real Estate and Investment Finance

    n Asia, the Real Estate and Investment Finance team operates across the firm’s Hong Kong, Tokyo and Beijing offices. Our team of real estate attorneys has advised developers, lenders, investment banks, pension funds, real estate investment trusts, domestic and foreign investors, and major corporations in connection with real estate-related transactions throughout the region, including with respect to properties in Japan, China, Korea, Singapore, Guam and Saipan. We have represented:

    • the joint bookrunners in a US$500 million Regulation S high-yield offering of 9% senior notes due 2020 by Agile Property Holdings Limited, a property developer in China;
    • Anbang Insurance Co., Ltd. (China) as lead international and deal counsel in its US$1.9 billion acquisition of the Waldorf Astoria Hotel from Hilton Worldwide Holdings Inc. This is the largest real estate acquisition by a Chinese company in the United States;
    • Government of Singapore Investment Corporation Pte. Ltd., a sovereign wealth fund, in its co-investment with Global Logistic Properties Limited (Singapore) to acquire IndCor Properties, Inc. from Blackstone Real Estate Advisors for US$8.1 billion;
    • the financial advisor to LaSalle Japan REIT Inc. in its stock merger with Japan Retail Fund Investment Corporation. The combined entity is the second largest listed REIT in Japan; and
    • Shinyoung Co., Ltd. (South Korea) in its US$400 million investment in and development of a residential condominium building in Los Angeles.