IFLR Asia-Pacific Awards 2021: winners announced

IFLR is delighted to be able to congratulate all the winners of the 2021 Asia-Pacific Awards. The winners presentation can be accessed below, followed by the full list of all winners and reviews of the winning deals.  

IFLR APAC Awards 2021 from Legal Media Group Events on Vimeo.

Allen & Overy was crowned international law firm of the year for the second consecutive year in the IFLR Asia-Pacific Awards 2021. The firm had roles on 14 shortlisted transactions, including two winning deals, and picked up team wins for restructuring, structured finance and securitisation and its India practice. The next biggest winner was Linklaters, which fought off tough competition to win the coveted debt and equity-linked team award, as well as the China practice award. The magic circle firm also had lead roles on two winning deals.

Latham & Watkins walked away with the US law firm of the year award, while King & Wood Mallesons continued its domination of the regional firm category, with impressive work out of China, Hong Kong SAR and Australia. Maples Group was named offshore firm of the year.

Other big winners, or firms that notched up multiple shortlist appearances and vied for the big wins, included Clifford Chance, Kirkland & Ellis, Baker McKenzie, Paul Weiss, White & Case, Cleary, Skadden, Simpson Thacher, Shearman & Sterling and Mayer Brown. 

The in-house contribution award went to Frederique Gilain-Huneeus of hedge fund BFAM Partners, and previously head of equity legal for Goldman Sachs Asia.

HSBC and Goldman Sachs won the in-house debt and equity teams of the year, respectively, while Tencent won IFLR’s inaugural corporate in-house team of the year. A new in-house market makers award also recognised the work done by Tencent general counsel Brent Irvin, Cathay Pacific general counsel Paul Chow and LG Chem’s head of legal Woong Jae Han.

A huge congratulations to all the winners:

Allen & Overy

Latham & Watkins

King & Wood Mallesons

Maples Group

Xero Investments convertible notes and buyback

This transaction raised the bar for what can be achieved in the equity-linked space. The deal consisted of a buyback of existing convertible bonds (CBs), a fresh issue of shares as partial consideration for the buyback and the unwinding of the call spread transaction related to the buyback, alongside a new $700 million senior unsecured CB issue with a new call spread. The entire piece was executed over one night while the Australian Securities Exchange (ASX) was closed. Key achievements included the work on the derivative-like call spread structures, which serve to increase the conversion price, and the mixing of ASX-listed shares within the buyback. The deal employed techniques used by high growth companies in the US and brought in lawyers from Australia, New Zealand, Hong Kong SAR and Singapore.

Law firms

Allens - Joint lead managers (Goldman Sachs, Morgan Stanley and HSBC)

Belly Gully - Issuer and guarantor

Gilbert + Tobin - Issuer and guarantor

Linklaters - Joint lead managers

AREIT IPO

This is the first ever real estate investment trust (REIT) in the Philippines, sponsored in this case by property company Ayala Land. The REIT listed in August 2020 for $253 million and was open to international investors under Reg S. Despite the Philippines having had a REIT law in place since 2009, gaps in the legal framework and the comparative immaturity of local markets meant that no REIT had ever been formed or listed. In 2017, Ayala began to structure a REIT and the financial environment triggered by Covid-19 in 2020 pushed Ayala Land to make the listing. All the legal architecture around the REIT had to be built from scratch, and this included resolving limitations in the 2009 REIT law and working through the 40% foreign ownership limit on property, extensive government regulation and the absence of the trust as a legal concept in Philippine law.

Law firms

Allen & Overy - AREIT

Angara Abello Concepcion Regala & Cruz Law Offices - AREIT

Dechert - AREIT

Latham & Watkins - Underwriters

Picazo Buyco Tan Fider & Santos Law Offices - Underwriters

Government of Mongolia sustainable development bond

Mongolia’s sovereign bond of October 2020 was a unique offering for the Asia-Pacific region. It was a liability management transaction answering the government’s fiscal priority to extend the maturity profile of its outstanding US dollar-denominated indebtedness. To build a sustainability roadmap into the bond refinancing, any savings that were achieved on the cost of servicing the debt would be used for sustainable purposes, including financing hydropower projects, affordable housing and schools. The deal also marked an important shift for sovereign borrower documentation by incorporating a new model of collective action clauses (CACs) into the new bond indenture. The new CACs contain protections to defend against holdout creditors seeking to upset a mainly consensual debt restructuring. They were developed from lessons drawn from cases such as Argentina and are expected to become the standard.

Law firms

Cleary Gottlieb Steen & Hamilton - Government of Mongolia

DB & GTS - Lead arrangers (JP Morgan Securities, Morgan Stanley, Nomura, HSBC)

Dorsey & Whitney - Trustee

Mayer Brown - Lead arrangers

Melville Erdenedalai - Government of Mongolia

Resolution / Vinum (AMP Life)

This was Resolution Life’s acquisition of the Australian and New Zealand wealth protection and mature businesses of AMP through a cash and non-cash deal. The transaction closed amid global lockdowns in July 2020 and represented the first truly large consolidation transaction in Asia-Pacific. The business model was new to the region, prompting added scrutiny in an already highly regulated sector. The target was a life insurance business that had to be carved out of a long-standing publicly listed Australian company (AMP), which was facing challenges from a Royal Commission investigation into insurance sales practices. AMP also retained a stake in another level of the group. The deal was subject to Australia and New Zealand regulatory review and resulted in a first-of-its-kind ownership structure being implemented in New Zealand. The deal combined a complex acquisition financing involving equity from fund investors with a financial reinsurance transaction and bank debt. PRC, Bermuda, Australian, New Zealand, Singapore and Hong Kong SAR law was involved.

Law firms

Ashurst - Resolution Group 

Bell Gully - Resolution Group

Debevoise & Plimpton - Resolution Group

King & Wood Mallesons - AMP

58.com take-private

This was the $8.7 billion acquisition of Chinese online classifieds marketplace 58.com by a consortium of Warburg Pincus, General Atlantic, Ocean Link Partners and Mr Jinbo Yao, the chairman of the board, founder and CEO of 58.com. It is another high value private equity deal that reinforces the trend of sponsor co-investment acquisitions with dedicated fund structures. The acquisition was also the largest leveraged buy-out in Asia in 2020. The transaction had to overcome significant market uncertainty while balancing a complex debt financing syndicated by international banks and with a large component of Chinese bank debt. There was a large US component to handle the delisting of 58.com from the New York Stock Exchange, while Mr Jinbo Yao increased his ownership stake in the post-closing company. The deal is a landmark for US-listed China concept stocks.

Law firms

Conyers Dill & Pearman - 58.com

Davis Polk & Wardwell - Tencent

Fangda Partners - Consortium (General Atlantic, Warburg Pincus, Ocean Link and Mr Jinbo Yao, CEO of 58.com)

Fenwick & West - Special committee of 58.com

Han Kun Law Offices - 58.com

Kirkland & Ellis - Consortium

Maples Group - Consortium

Paul Weiss Rifkind Wharton & Garrison - Consortium (led by General Atlantic, Warburg Pincus and Ocean Link)

Skadden Arps Slate Meagher & Flom - 58.com

Weil Gotshal & Manges - Mr Jinbo Yao (chairman and CEO of 58.com)

Wilson Sonsini Goodrich & Rosati - Consortium

Changfang and Xidao Offshore wind farms

The project financing for the Changfang and Xidao Offshore wind farms round up an interesting few years for Taiwan’s offshore wind sector. The project developed new legal territory for Taiwan in several areas. It was the first project to involve a structure which enabled debt and equity investment by Taiwanese life insurance companies, which came from Taiwan Life and TransGlobe Life. Relevant to future deals, the project was also the first to be subject to Taiwan's localisation requirements. Other highlights of the project include its landmark financing structure, that included the largest ever number of financiers for a project in Taiwan (21), the highest percentage of local lender participation and the largest number of ECA (six). Novel mechanisms were put in place to be able to accommodate and support these sources of liquidity. The deal used Singapore law and succeeded in combining two wind farms into a single project.

Law firms

Baker McKenzie - Copenhagen Infrastructure Partners

Lee & Li - Lenders

Linklaters - Nexi

Orrick - Lenders

Watson Farley & Williams - Lenders

White & Case - Sponsor/borrower

Virgin Australia

The restructuring of Virgin Australia reflects many themes and challenges of 2020. Simply the fact that it was completed despite all the uncertainty surrounding the airline business industry was a landmark achievement. The restructuring took the shape of a deed of company arrangement compromising more than $4.5 billion of debts under the Australian voluntary administration regime and with Chapter 15 recognition. A key legal question raised was the exercise of administrators’ statutory power of sale to sell Virgin Australia to Bain Capital prior to a creditor vote on the DOCA. Other novel aspects were that all of Virgin Australia’s listed shares were transferred to Bain for no consideration under the Corporations Act, and Bain's provision of interim funding during the voluntary administration. Bain assumed all of Virgin Australia’s liabilities July 2020, although the sale did not complete until November. The case entailed multiple voting procedures for the different types of noteholders and managed to organise thousands of creditors through virtual meetings.

Law firms

Akin Gump Strauss Hauer & Feld - Voluntary administrators and deed administrators

Clayton Utz - Voluntary administrators and deed administrators

Corrs Chambers Westgarth - Ad hoc group of noteholders

Herbert Smith Freehills - Deed of company arrangement proponent and Bain Capital

Paul Weiss Rifkind Wharton & Garrison - Bain Capital

Heartland reverse mortgage securitisation

The Heartland reverse mortgage securitisation is a triumph of technical innovation within a highly regulated and heavily scrutinised area. It is significant because despite being a niche insurance product the instrument intends to fill gaps in pensions and superannuation funds for retirees, capitalising housing equity to finance nursing home or other costs. The transaction entailed a public securitisation of a portfolio of reverse mortgages originated by Australian Seniors Finance and arranged by Macquarie Bank's structured lending team. The uncertainty associated with repayment makes is a challenging underlying asset class for a public securitisation. The deal sought to diversify funding and attract insurance investors by ensuring that these investors got the benefit of a matching adjustment under the Solvency II Directive. M&G Investments, a UK institutional investor, was a cornerstone investor and the structure matched its reverse mortgage assets with European life insurers’ regulatory capital requirements.

Law firms

Allen & Overy - M&G Investments

Clayton Utz - Heartland/Australian Seniors Finance (originator)

Norton Rose Fulbright - Bank of New York Mellon (trustee and security trustee)

Slaughter and May - Heartland/Australian Seniors Finance

Bank of China blue bonds

Bank of China’s blue bonds issuance was the first ever blue bond issuance from Asia and the first global blue bond issuance by a commercial bank. Its value as a benchmark was reinforced during the year as other issuers followed in its steps, first off being the Industrial Bank of China. Globally, all blue bonds issued prior to Bank of China’s had been by sovereign and quasi-sovereign issuers. The issuance helps to define the blue bond framework, the norms for presenting the framework to the market, the use of proceeds and issuer commitments.

Law firms

Allen & Overy - Joint lead managers and joint bookrunners

Jingtian & Gongcheng - Joint lead managers and joint bookrunners

Linklaters - Bank of China

MUFG Covid-19 response sustainability bond

MUFG issued its Covid-19 response sustainability bond in June 2020, which made it the first Covid-19 targeted issuance out of Japan. The bond was structured as a Series 21 drawdown off its MTN programme, with MUFG amending its green and social bond framework in May 2020 to allow for sustainability bonds. The proceeds are to be used for eligible social projects, which include, among others, financing of SMEs and sole proprietors adversely affected by Covid-19, and providing loans for research and development relating to new infectious diseases including Covid-19; this latter can include developing testing methods, vaccines and other medicines that alleviate symptoms, as well as manufacturing health and safety equipment. The deal was rigorous in its use of proceeds and pre-dated the Covid-19 issuance by the Development Bank of Japan.

Law firms

Clifford Chance - Morgan Stanley and MUFG Securities EMEA

Nagashima Ohno & Tsunematsu - Issuer

Frederique Gilain-Huneeus - BFAM Partners

Brent Irvin - Tencent

Paul Chow - Cathay Pacific

Woong Jae Han - LG Chem

Angela Park - Cleary Gottlieb Steen & Hamilton

Kenny Yu - Weil Gotshal & Manges

Xi Shi - Davis Polk & Wardwell

Ilham Raaziy - Assegaf Hamzah & Partners

Jessica Wang - Lee and Li

Young Jin Ha - Bae Kim & Lee

Linklaters

Skadden Arps Slate Meagher & Flom

Sidley Austin

Latham & Watkins

Kirkland & Ellis

White & Case

Allen & Overy

Allen & Overy

Mayer Brown

Nishimura & Asahi

Allen & Overy

Linklaters

HSBC

Goldman Sachs

Tencent

Clayton Utz

DFDL

Deacons

AZB & Partners

Assegaf Hamzah & Partners

Nagashima Ohno & Tsunematsu

Law firm of the year

King & Wood Mallesons

Debt capital markets firm of the year

JunHe

Equity capital markets firm year

King & Wood Mallesons

Corporate firm of the year

Zhong Lun Law Firm

Kadir Andri & Partners

Bell Gully

Picazo Buyco Tan Fider & Santos

Allen & Gledhill

Kim & Chang

Lee & Li

Allen & Overy

VILAF