In September 2023, EV maker NIO issued a $1 billion convertible bond to help it repurchase existing debt, strengthen its balance sheet and fund corporate activities. The deal represents the first-ever convertible offering by a triple-listed company based in Asia, and hence the first convertible instrument of its kind in Asia to have secured regulatory approval across three primary regulators. As well as raising challenges around pricing and announcement, the offering had to develop a bespoke settlement mechanism. The offering also navigated recently implemented rules by the China Securities Regulatory Commission (CSRC) regulating foreign debt issuances and represents a market-leading case under the CSRC filing.

Commerce & Finance Law Offices - Initial purchasers (Goldman Sachs, Morgan Stanley, CICC and JP Morgan Chase)
Han Kun Law Offices - Issuer (NIO)
Kirkland & Ellis - Issuer
Latham & Watkins - Initial purchasers
Maples and Calder (Hong Kong) - Issuer
Skadden Arps Slate Meagher & Flom - Issuer

In-house: Goldman Sachs, Morgan Stanley, CICC, JP Morgan Chase

Toshiba’s privatisation through tender offer by Japan Industrial Partners (JIP) was one of 2023’s headline transactions in Japan. This $13 billion deal marks the largest private equity acquisition and going-private transaction in Japanese history. It was the first transaction in Japanese M&A history where a listed company with over 250 subsidiaries, and a market capitalisation surpassing $10 billion publicly solicited proposals for strategic alternatives. Crucially, the deal leveraged knowledge and technology from of private equity-sponsored take-privates in the US and other jurisdictions and introduced a new auction process design to ensure deal completion.

Davis Polk & Wardwell - Japan Industrial Partners (JIP)
Morrison & Foerster - Board of directors and the special committee of Toshiba
Maples and Calder (Hong Kong) - Cayman Islands counsel to JIP
Nagashima Ohno & Tsunematsu - Board of directors and the special committee of Toshiba
Nishimura & Asahi - Toshiba
Shearman & Sterling - JIP
Slaughter and May - JIP
TMI Associates - JIP

The J&T Express IPO combined a range of innovative features across an expansive and complex structure, including the adoption of weighted voting rights (WVR) and a variable interest entity (VIE) structure that is rare for the Southeast Asia market. The listing represented the first Hong Kong IPO to obtain a filing notice from the China Securities Regulatory Commission and the first to complete through a VIE structure since the new rules came into effect. As a geographically expansive express courier and logistics services business, the deal involved a large amount of coordination among parties, especially local counsel, and was subject to a number of regulatory restrictions and requirements.

Commerce & Finance Law Offices - Underwriters and join sponsors (Morgan Stanley, Merrill Lynch and CICC)
DaHui Lawyers - J&T Express
Han Kun Law Offices - Joint sponsors
Harney Westwood & Riegels - J&T Express
Hutabarat Halim & Rekan - J&T Express
Latham & Watkins - J&T Express
Rahmat Lim & Partners - J&T Express
Rajah & Tann LCT Lawyers - Joint sponsors
Skadden Arps Slate Meagher & Flom - Underwriters
SyCip Salazar Hernandez & Gatmaitan - J&T Express
VILAF - J&T Express
Weerawong Chinnavat & Partners - J&T Express

In-house: J&T Express

Medco’s global bond deal consisted of a bond offer and series of tender offers by its subsidiaries Medco Maple Tree, Medco Platinum Road, Medco Oak Tree, Medco Bell and Medco Laurel Tree. The offering, by Maple Tree, was structured as a $500 million Rule 144A/Reg S issuance, listed on the Singapore Stock Exchange, while the series of four any-and-all and capped tender offers were used to take out existing US dollar bonds. This complex transaction, executed in just one month, took place during a challenging environment of subdued investor sentiment in the Asian high-yield market. It represented Indonesia's inaugural high-yield issuance of 2023 and were the only corporate bonds to be successfully issued by an Indonesian entity in 2023.

Allen & Gledhill - Medco
Assegaf Hamzah & Partners - Medco
Barrow & Williams - Guarantor (PT Medco Energi Internasional)
Chandler MHM - Guarantor
Conyers - Guarantor
De Brauw Blackstone Westbroek - Guarantor
Dentons - Guarantor
Jeff Leong, Poon & Wong - Guarantor
Mayer Brown - Trustee
Shearman & Sterling - Initial purchasers: tender (ING, Morgan Stanley, Standard Chartered, Mandiri Securities) and bond offer (CACIB, DBS Bank, MUFG)
Skadden Arps Slate Meagher & Flom - Medco
Venture Law - Guarantor
Walkers - Guarantor
Witara Cakra Advocates - Initial purchasers

The refinancing of Adani Group’s LBO financing for its acquisition of Ambuja Cements and ACC reinforces one of the region’s most innovative and sophisticated financing structures accomplished to date. The deal also underpins what was the largest ever M&A transaction in the infrastructure and materials sector in India and the largest acquisition to date by Adani. The innovations include a security-sharing intercreditor arrangement across the term loan facilities, hedging and refinancing debt (all ranking pari passu); a heavily negotiated bespoke permissions regime; and a an additional facility mechanism. The transaction refinanced senior and mezzanine acquisition facilities worth up to $3.5 billion. The features highlight the flexibility provided to Adani Group and the support for capital under challenging market conditions.

Allen & Overy - Mandated lead arrangers and original lenders
Cyril Amarchand Mangaldas - Adani
Latham & Watkins - Adani
Madun Gujadhur Chambers - Adani
Talwar Thakore & Associates - Lenders
TM&S Gujadhur Chambers - Lenders

Stellantis / Zhejiang Leapmotor represents the first global commercial partnership between a top automaker and a Chinese NEV specialist. This sophisticated transaction contains the trading of H shares, a share subscription of H shares, and the transfer of domestic non-H shares of the target company. The structuring arrangements of this deal broke new ground in the Hong Kong market for long-term joint ventures within the public company regulatory framework. The settlement of the deal involved syncing three separate transactions in Leapmotor equity and created a pathway for synchronised settlement of mixed H share and domestic and primary and secondary transactions.

Allen & Overy - Stellantis
Clifford Chance - Leapmotor
Grandway Law - Dahua Technology
Haiwen & Partners - Stellantis
Jingtian & Gongcheng - Leapmotor

In-house: Stellantis, Vermilion Partners

The take-private of Chindata Group by a Bain Capital-led consortium involved highly complex debt and equity funding arrangements, with a multi-jurisdictional cross-border dimension with the acquisition of a US-listed, Cayman Islands-incorporated and China-based target. The deal used techniques from across a range of disciplines, combining private equity and M&A approaches with a complex hybrid debt and capital markets financing package. These elements were aligned and executed across multiple jurisdictions, supported by local counsel. The transaction offers a model for private equity-backed LBOs in Asia.

Conyers - Bain Capital
Davis Polk & Wardwell - APG Asset Management
Gibson Dunn & Crutcher - Special Committee
Haiwen & Partners - Special Committee
Harney Westwood & Riegels - APG Asset Management
JunHe
King & Wood Mallesons - Bain Capital
Kirkland & Ellis - Bain Capital and buyer consortium
Linklaters - Chindata Group
Maples Group - Special Committee
Mourant

Weil Gotshal & Manges - Financial adviser

The Monsoon Wind project will be the largest wind power plant in Southeast Asia, comprising 133 wind turbines with a capacity of 600MW, and it marks the first ever such project in Laos. The $693 million financing was provided by the Asian Development Bank (ADB) and senior secured lenders. The transaction is the largest syndicated renewable project financing among ASEAN countries to date. It used cutting-edge concessional blended finance to overcome bankability hurdles to bring in commercial capital. The project is expected to reduce annual greenhouse gas emissions by at least 748,867 tons of carbon dioxide equivalent.

Allen & Gledhill - Asian Development Bank
Dechert - ACEN Renewables
DFDL - Sponsors
Frasers Law Company - Asian Development Bank
Hunton Andrews Kurth - Sponsors
LS Horizons - Asian Development Bank
Milbank - Asian Development Bank and senior secured lenders (Asian Infrastructure Investment Bank, The Hong Kong Mortgage Corporation, JICA, Export-Import Bank of Thailand, Kasikornbank, SMBC, Siam Commercial Bank)
VILAF - Sponsors

Sunac completed its $10 billion offshore debt restructuring in 2023, representing the largest debt completed restructuring by a PRC real estate company to date. This especially complex transaction, executed on the backdrop of severe uncertainty surrounding the region’s real estate sector, was implemented through a parallel scheme of arrangement in Hong Kong and Chapter 15 recognition proceedings in the US. The scheme was engaged by a total of 2,019 creditors, representing 97.30% of the total value of scheme claims, and was supported by 98.30% of creditors present. The deal is a landmark multi-jurisdictional restructuring which sets down an important case study.

Addleshaw Goddard - Holding period trustee
Allen & Overy - Trustee (existing notes)
Harneys Westwood & Riegels - Ad hoc group
Maples Group - Sunac China
Linklaters - Ad hoc group
Mayer Brown - Trustee
Sidley Austin - Sunac China

The winning deal combined the concept of securitisation and project finance. The structure consisted in the establishment of the NZGIF Solar Finance Programme and the initial finance under a sub-trust of solarZero’s portfolio of residential Power Purchase Agreements. It is the first term-out securitization of a solar portfolio and the first transaction by a New Zealand financial services business to achieve CBI certification. The transaction involved establishing a master programme with NZGIF as Programme Manager which has the ability to bring different solar operator trusts under the one structure with separate investors but all managed by NZGIF.

Chapman Tripp - New Zealand Green Investment Finance (NZGIF) and solarZero
DLA Piper - NZGIF
Mayne Wetherell - Investors (First Sentier Investors and Natixis Investment Managers)
Webb Henderson - Trustee