IFLR Asia-Pacific Awards 2023: winners announced

It was a pleasure to be back at a live event on March 22 at Singapore’s Park Royal hotel to celebrate the winners of the 2023 IFLR Asia-Pacific Awards.

Linklaters won international firm of the year at IFLR’s annual Asia-Pacific Awards, while the other big winners of the night were Allen & Overy, Clifford Chance and Kirkland & Ellis, which picked up 14 trophies between them.

Allen & Overy scooped the coveted M&A team of the year award, while Clifford Chance picked up the Debt and equity-linked and Financial Services team awards, with Baker McKenzie taking Equity team of the year.

Kirkland & Ellis once again took home the Private equity and Restructuring team accolades, which helped it nudge ahead of competitors to clinch US firm of the year.

The ceremony caps off months of research into the region’s legal market, drawing on written submissions, and wide-ranging interviews with clients and counsel. The awards showcase the most legally innovative cross-border transactions from across Asia Pacific over the past 12 months, as well as the teams and individuals behind the deals. All transactions had to have reached financial close in 2022.

John Ho from Standard Chartered won the In-house Contribution Award. The recipient of the Market Reform Award was ISDA’s Asia-Pacific head of legal, Jing Gu.

In-house corporate team of the year went to Bain Capital, under the leadership of Bart Gombert, who also picked up a Market Maker Award. Regional firm of the year went to King & Wood Mallesons.

Congratulations to all the winners and all those recognised during the awards ceremony. Please click here to see photos from the night.

The full list of winners is below:

Jing Gu is Asia-Pacific head of legal at ISDA. She has made significant contributions to Libor transition in Asia and has been involved with the creation of legal opinion that recognises the enforceability of close-out netting under Chinese law, marking a historic milestone in the development of a well-functioning derivatives market in China.

John Ho is global head of legal, financial markets for Standard Chartered. He is actively involved in the legal community and is a member of the FIA Asia Regional Advisory Board, the co-chair of the ISDA South East Asia Legal and Regulatory Committee and the ISDA Asia Pacific ESG Working group. He serves as a mentor for global incubator networks which provide a full range of support for start-ups working on blockchain or distributed ledger-related projects.

Miranda So is co-head of Davis Polk & Wardwell Asia, ex-Japan, and is the firm’s first female office head. So also co-leads the firm’s China M&A and private equity practice.

Her recent deal work includes the 51job take-private, shortlisted for deal of the year in both the private equity and loan categories, and the 2021 GoTo Group merger. The two deals included a number of structural innovations that set market standards for take-privates in China and dual-class voting structures in Indonesia.

In addition to her impressive deal track record, So has mentored many of the firm’s female lawyers over the course of her career. She is a driving force behind Davis Polk’s Women’s Initiatives Committee, which aims to help female associates and partners connect, advocate for themselves and inspire one another. She also regularly hosts networking events for women within the corporate and legal industries.

This year’s shortlist includes the world’s first offering of TONA-linked bonds, issued by Bank of China. These bonds serve as a new investment product alternative to the conventional Yen LIBOR for both Japanese domestic investors and international investors. Another standout is the Women’s Livelihood Bond WLB5. As the world’s first orange bond, the transaction uses a new sustainable finance instrument that aims to eliminate gender bias and help create sustainable livelihoods for over a million women in developing countries. Elsewhere, Peak Re issued Hong Kong’s inaugural 144A catastrophe bond, and Huzhou New City Investment Development Group set a new precedent for FTZ Bonds offerings involving an offshore trustee.

The winning deal was one of 2022’s headline transactions and marks the first switch tender offer by regular issuer, the Republic of Indonesia. The Republic took advantage of a mechanism that allowed it to launch and close a tender offer in single day. Less than 20 switch tender offers have taken place globally, and this was only the third in Asia. The offer was further complicated by the fact that this was a US-registered bond, which is unusual in the SSA space, and required greater regulatory scrutiny. Law firms had to navigate several technical challenges, as well as rising interest rates, to successfully close the deal.

The 2023 shortlist includes several ground-breaking transactions. China Mobile’s ‘homecoming’ IPO was the first red-chip company registered in Hong Kong SAR to be listed on the A-share market and set a precedent in offering no par value shares. Emperador’s SGX-ST listing was the first public Philippine company to conduct a secondary listing on the SGX-ST Mainboard. Ferretti’s Hong Kong IPO was the first overseas company under the Hong Kong Stock Exchange’s new listing regime for overseas companies that came into effect on January 1 2022. In India, the National Highways Infra Trust private placement marked India’s first institutional placement of units by an infrastructure investment trust.

The winner this year brought to market the first four Swiss-China Stock Connect listings. The Swiss GDR regime was built from scratch, fusing European and Asian listing features and tackling novel challenges around the prospectus, upsizing options, depository mechanics, settlement and clearing. Building off the London GDR Stock Connect programme, the Swiss regime includes both the Shanghai and Shenzhen markets and potentially sets the template for other European GDR-stock connect programmes.

Legal teams closed several novel deals in 2022 against strong headwinds for high-yield credit. In the private credit space, Nickel Industries’ notes used an intricate covenant package to bridge its business plans with investors’ credit risk appetite. In real estate, Zhongliang’s liability management marked a rare example of a PRC deal with an international bank acting as financial adviser. Kawasan Industri Jababeka structured its exchange offer in such a way that it was able to amend the offer after launch and replace the initial collateral, so as to maximise the value of its assets.

The winning deal combined a consent solicitation with a restructuring support agreement in a first for English law-governed debt. The transaction was implemented through a consent solicitation for proposed waivers and amendments involving a combination of maturity extensions, PIK coupon mechanics, asset disposal-linked mandatory early redemptions, and a notes consolidation and mandatory exchange, which was launched concurrently with a proposal for consenting noteholders to accede to a restructuring support agreement. In a market first, the terms for the exchange and restructuring were different. This offers a possible solution for issuers aiming to avoid restructuring.

Among this year’s highlights were Adani Group / Ambuja Cements and ACC LBO financing, which combined a range of innovative features across an expansive and complex capital structure rarely seen in the Asian loan market. Traveloka knitted together one of the very few club deals done by private credit funds, notably using bonus warrants to link part of the return of the lenders to the future performance of the business’s equity value. The year saw the first royalty-backed financing in China’s biopharmaceutical industry, for Yisheng Biopharma, and a novel Indonesian portfolio financing for DigitalBridge – Centratama Telekomunikasi.

The winner is the financing that underpinned the take-private of China’s 51job. The deal wrestled with an unpredictable price environment and new PRC regulations on data protection that were highly relevant to the target’s business. The purchasers consisted of a consortium of private equity along with a sale and reinvestment by strategic shareholder Recruit Holdings. Deal teams had to innovate to structure a financing at various levels of the company to accommodate the multiple parties, with complex cross-default mechanisms running through them.

The shortlist includes mega-deals such as Block’s acquisition of Afterpay, the largest takeover in Australian corporate history at the time. The deal tackled novel issues surrounding the innovative ‘buy now, pay later’ business model. Chubb’s acquisition of Cigna’s Asia-Pacific operations represents a multi-part pan-regional deal in a highly regulated sector of notable complexity. Duddell Street / FiscalNote set a benchmark for the market for de-SPACS, while the acquisition of Sydney Airport raised multiple novel considerations in Australia.

The winner is Maersk’s acquisition of LF Logistics; a deal that spanned 40 entities across 18 jurisdictions. The innovation was in the management of the carve-out, which saw the GFM business being carved out from the target group before being sold back to Li & Fung by Maersk. The mechanics behind this process were entirely bespoke, and as well as having to support the different parties’ corporate goals – and along with questions of ownership and risk – it also had to pass muster with antitrust regulators.

There were several standout private equity deals in 2022. Perhaps one of the most intricate and high-stakes was Bain's acquisition of Hitachi Metals, which occurred in a politically delicate climate in respect of a company with a widely reported series of compliance and other issues. The deal required sophisticated lawyering across a range of unchartered areas. CVC Capital Partners was a pioneer in Vietnam’s market via its majority acquisition of Phuong Chau. TPG and Tata structured novel and complex shareholders’ and commercial agreements to make a bid to create India’s ‘Tesla moment’.

The winning deal transforms the region’s private equity landscape, as well as being a global landmark. It was unprecedented in its scope, ambition and structure. EQT's acquisition had to take on board Sweden’s listing and disclosure rules, account for how to manage the multi-jurisdictional transfer of different fund structures with their various consent requirements, prepare and submit over 40 antitrust filings and account for the different management, personnel, partner and shareholder plans. Baring’s largest shareholder and founder also became a major shareholder in the combined entity.

The 2023 shortlist showcased innovative projects from Cambodia, Vietnam, Japan, Nepal and India. Among the highlights were the 60MW solar power project in Kampong Chhnang, Cambodia, which was one of the country’s first international competitive tenders to the private sector, securing financing from five DFIs and ECAs. The 400MW Rabo Renew RTC project combines solar, wind and battery storage and in a project spread across three Indian states. It was one of the largest foreign fundings to an Indian entity in the renewable energy space for an under-construction project. The Yatsubo, Momura and Orido solar projects in Japan tested new and innovative trust structure arrangement for overseas financial institutions.

The winning financing was originally signed in 2019 and involves a 35-year hydro-power concession agreement with the Government of Nepal. It is a pioneer project for foreign investor participation in Nepal, setting the template as Nepal’s first IPP structured according to international standards. Deal parties had to work from first principles to craft a bankable set of documents to satisfy the government and lenders and offers a notable standard in terms of the treatment of risk allocation for development financing in emerging economies.

This year’s shortlist provides a wealth of takeaways to the restructuring market, in some cases with conflicting and nuanced lessons. Marelli’s restructuring represents the first high-profile LBO restructuring in Japan and the first large case to use the Simplified Civil Rehabilitation Proceedings (SCRP), allowing for a resolution in under two months. Hong Kong Airlines marks the first parallel Hong Kong scheme and UK Restructuring Plan to be approved by the respective courts. Pan Brothers took a novel path to restructure in Singapore, while Sritex reinforced the need for innovative lawyering to balance international practice with Indonesia’s PKPU to preserve critical businesses.

The winner this year is Garuda Airlines, which required critical cross-border structuring to coordinate Indonesia’s PKPU regime with the English scheme processes. Standout features included the debt profile, compliance challenges related to the company’s status as a state-owned entity and the creditor mix. The case involved in-court restructuring of Garuda’s financial and contractual debt and resolutions to its US and English law governed aircraft lease and other obligations, including $500 million Sukuk certificates.

This year’s shortlist includes the first auto asset-backed securitisation in Singapore. M&T Investments’ auto ABS took its inspiration from existing frameworks in place for hire purchase vehicles to structure a securitisation that gave sufficient protections against unaccounted disposals of vehicles. In Korea, KFH’s covered bond programme was a first for a non-commercial bank. Following extensive work by the legal teams, a structure was devised to satisfied the needs of all stakeholders and secure a AAA rating.

Astrea’s winning deal pushed the boundaries by offering retail investors class B notes for the first time. While class A notes have previously been offered to retail investors in Singapore, class B bonds had typically been reserved for institutional investors, owing to their relatively higher credit risk profile. Exemptions from the Monetary Authority of Singapore were required to allow the deal to take place, and legal teams had to work hard to ensure that sufficient safeguards were in place to obtain regulatory approval. The deal marks a milestone for the development of private equity funds as an asset class in the region.

This award recognises a firm or in-house team that has taken positive steps towards net-zero transition, through initiatives that improve sustainability, work that helps clients to decarbonise, or innovative deals that help develop market practice.

Rajah & Tann contributed to the Sustainable Finance for Sustainable Projects Conversation Pack – an initiative developed by the ASEAN WC-CMD to promote sustainable finance. The firm also advised on Singapore’s first sustainability-linked asset-backed securities and was involved in the launch of global carbon credits marketplace Climate Impact X. Climate Impact X is a JV between DBS Bank, Singapore Exchange, Standard Chartered and Temasek which aims to scale the voluntary carbon market and provide better price transparency and verification of the quality of carbon credits as companies and governments work towards a net-zero future.

This award recognises a legal tech solution that is pioneering, creative, or uses a new or untested product to great effect.

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