With one of the premier capital markets practices worldwide, Davis Polk regularly ranks at or among the top international legal advisers on securities offerings of all kinds throughout Asia. Over the course of hundreds of equity and debt offerings in Asia over the past several years alone, our lawyers have been lead counsel on many landmark Asian capital markets transactions, including China’s (and the world’s) two largest-ever IPOs, the largest-ever equity offering by an Indian company and a number of the largest-ever debt and equity issuance by Japanese and Korean companies.

The offerings on which we advise span the major exchanges throughout Asia, from the largest and most active, such as those in Hong Kong, Tokyo and Shanghai, to smaller national exchanges, like those in Indonesia and the Philippines. Our lawyers bring to these offerings not only the firm’s unsurpassed experience and resources in global capital markets matters, but also a deep-seeded understanding of the unique business practices and market considerations in local jurisdictions across Asia that are essential to the structuring and execution of successful transactions.

Our lawyers in Hong Kong, Beijing and Tokyo counsel issuers and underwriters on all aspects of initial public offerings, follow-on offerings, investment-grade and high-yield debt issuances, and in the design and execution of sophisticated equity derivative products. We are also one of the primary go-to advisers to Asian governments and state-owned entities on privatizations – including more than 60 such transactions throughout Asia over the last decade – and on their sovereign debt programs. And finally, as the financial crisis has created both challenges and opportunities for many of our clients in the region, we have been highly active advising issuers and their financial advisers across an array of liabilities management-driven transactions, including tender offers, exchange offers and consent solicitations.

 

• “Equity Deal of the Year” (PICC IPO) – 2013 IFLR Asia Awards
  
  
  
• Band 1 in Asia-Pacific Debt, Equity and High-Yield Products – Chambers Asia-Pacific 2010-2013, no other firm is ranked Band 1 in all 3 categories
  
  
  
• In Q1 2013, Davis Polk ranked:
  
  
  • 1st as managers’ counsel in Asia Common Stock (excluding Japan) – Thomson
    
    
  • 1st among U.S. firms as managers’ counsel in:
    • Asia Equity and Equity-Related Offerings (excluding Japan)
    • Asia Pacific G3 Bonds (excluding Japan) – Thomson
    • Asia Pacific Bonds (excluding Japan, Australasia, Central Asia) – Thomson

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China

• Agricultural Bank of China. We advised the Agricultural Bank of China, a leading commercial bank in China in terms of total assets, loans and deposits, on its $22 billion Rule 144A/Regulation S global IPO and dual listing of H shares and A shares. This is the second-largest IPO in history and the largest-ever by an Asian issuer.
• AIA Group. We advised the Federal Reserve Bank of New York (FRBNY) on the $20.5 billion Rule 144A/Regulation S global IPO of common shares of AIA Group, a wholly owned subsidiary of AIG and a leading life insurance organization in Asia-Pacific. The shares were sold by American International Group (AIG) and represented the sale of 67.1% of AIG’s formerly 100% stake in AIA. This was the largest-ever IPO on the Hong Kong Stock Exchange.
• Metallurgical Corporation of China. We advised Metallurgical Corporation of China (MCC), a Chinese engineering and construction company, on its $5.3 billion Rule 144A/Regulation S IPO of H shares and A shares. This was the third-largest global IPO in 2009.
• CNOOC. We advised CNOOC on a $4 billion Rule 144A/Regulation S offering of guaranteed notes and a previous $2 billion Rule 144A/Regulation S offering of guaranteed notes by its wholly owned subsidiary, CNOOC Finance. CNOOC is an upstream company specializing in the exploration, development and production of oil and natural gas, and a dominant oil and natural gas producer in offshore China. We also advised the initial purchasers on an earlier $2 billion Rule 144A/Regulation S offering of notes by CNOOC Finance.
• China Merchants Bank. We advised China Merchants Bank on its $3.2 billion global rights offering. This is the first global rights offering by a Chinese bank and the first rights offering by a Chinese company made available to U.S. investors.
• Sands China. We advised the joint bookrunners on the $2.5 billion Rule 144A/ Regulation S IPO of common stock of Sands China, a subsidiary of Las Vegas Sands and a leading developer, owner and operator of integrated resorts and casinos in Macau. The offering was named IFLR’s “Asian Equity Deal of the Year” for 2009.
• Sinochem Hong Kong. We advised Sinochem Overseas Capital Company on a US$2 billion Rule 144A/Regulation S offering of senior notes guaranteed by Sinochem Hong Kong, a subsidiary of the Sinochem Group, a PRC state-owned enterprise involved in the production of chemical raw materials, chemicals, agro-chemicals, plastics and rubber.
• Billion Express Investments/China Unicom (Hong Kong). We advised the initial purchasers on a $1.84 billion Regulation S offering of convertible bonds by Billion Express Investments, a subsidiary of China Unicom (Hong Kong), a Hong Kong- and New York-listed telecommunication service provider in China. The offering is the world’s largest international convertible bond issuance by a PRC company to date.  
• Shanda Games. We advised Shanda Games, a leading online game developer and operator in China, on its $1 billion SEC-registered IPO and listing on Nasdaq of ADSs. This was the largest U.S. IPO by a Chinese issuer in 2009.
• Noble Group. We advised the initial purchasers on a $750 million Rule 144A/Regulation S offering of senior notes by Noble Group, a global diversified natural resources and supply chain group.
• Agile Property Holdings. We advised the initial purchasers on a $650 million Rule 144A/Regulation S offering of high-yield notes by Agile Property Holdings, one of the leading residential property developers in China.
• Sunac China. We advised Sunac China, an integrated residential and commercial property developer with a focus on large-scale, medium to high-end property developments in selected cities in China, on its $336 million Rule 144A/Regulation S IPO and listing on the Hong Kong Stock Exchange.
• Renhe Commercial Holdings. We advised Renhe Commercial Holdings, a PRC-based underground shopping center operator and developer, on a $300 million Regulation S offering of high-yield senior notes. This was the third Rule 144A/Regulation S offering of senior notes of Renhe this year.
• China Oriental Group. We advised the initial purchasers on a $300 million Rule 144A/Regulation S offering of senior notes by China Oriental Group, an integrated iron and steel manufacturer in the People’s Republic of China.
• Xueda Education Group. We advised the lead manager on the $147 million SEC-registered IPO of ADSs of Xueda Education Group, the leading national provider of tutoring services for primary and secondary school students in China with a focus on offering personalized tutoring services.
• Morgan Stanley China A Share Fund. We advised the dealer manager on a $140 million SEC-registered rights offering of common stock of Morgan Stanley China A Share Fund, a non-diversified, closed-end management investment company seeking capital growth through investments primarily in A-shares of Chinese companies listed on the Shanghai and Shenzhen Stock Exchanges.
• ChinaCache International Holdings. We advised the joint bookrunners on the $96 million SEC-registered IPO of ChinaCache International Holdings, the leading provider of Internet content and application delivery services in China.
• RDA Microelectronics. We advised the lead managers on the $72 million initial public offering of ADSs by RDA Microelectronics, a Chinese fabless semiconductor company that designs, develops and markets RF and mixed signal semiconductors.

 

India

• ICICI Bank. We advised ICICI Bank on its $4.9 billion equity offering, which included an SEC-registered and Indian public offering. This is the largest-ever equity offering by an Indian issuer.
• ICICI Bank. We advised ICICI Bank, acting through its Hong Kong branch, on a $1 billion Rule 144A/Regulation S offering of notes. ICICI Bank is India’s largest private sector bank. 
• Petroleum Trust. We advised the Petroleum Trust on a $763 million block trade of 33 million equity shares of Reliance Industries. The Petroleum Trust was formed by Reliance Industrial Investments & Holdings as part of the scheme of amalgamation of Reliance Petroleum with Reliance Industries.
• Genpact. We advised the lead managers on the $580 million SEC-registered secondary offering of common stock of Genpact, an Indian information technology services provider that manages business processes for companies around the world.
• ICICI Bank. We advised ICICI Bank, acting through its Hong Kong branch, on a $500 million Rule 144A/Regulation S offering of notes. ICICI Bank is India’s largest private sector bank.

 

Japan

• Sumitomo Mitsui Financial Group. We advised Sumitomo Mitsui Financial Group on its ¥1 trillion ($11.1 billion) Rule 144A/Regulation S global offering of common stock.
• Hitachi. We advised Hitachi, a leading global technological and industrial company based in Japan, on a ¥265 billion ($3 billion) Regulation S offering of common stock and a concurrent ¥100 billion ($1.1 billion) Regulation S offering of convertible bonds.
• Sumitomo Mitsui Financial Group. We advised Sumitomo Mitsui Financial Group on its ¥885 billion ($9.2 billion) Rule 144A/Regulation S global offering of common stock.
• Sumitomo Mitsui Financial Group. We advised Sumitomo Mitsui Financial Group on its $3.8 billion cash tender offer for two series of perpetual subordinated bonds and two series of perpetual preferred securities issued by finance subsidiaries of SMFG.
• Sumitomo Mitsui Banking Corporation. We advised Sumitomo Mitsui Banking Corporation, one of the largest banks in the world by assets, on its $2 billion Rule 144A/Regulation S offering of senior bonds.
• NEC Corporation. We advised the joint lead managers on a $1.3 billion Regulation S offering of common stock of NEC Corporation, one of the world’s leading providers of Internet, broadband network and enterprise business solutions.  
• ORIX Corporation. We advised ORIX Corporation, a Japanese provider of a broad range of commercial and consumer finance products and services, on its $750 million SEC-registered shelf takedown offering of notes and on its $891 million global offering of common stock. The offering was split into an SEC-registered international offering and a domestic offering in Japan. This deal represented the only SEC-registered capital markets transaction completed out of Japan during 2009.

 

Korea

• Korea Development Bank. We advised the lead managers on a $2 billion Schedule B offering of notes by Korea Development Bank.
• Korea Life. We advised the underwriters on the $1.6 billion Rule 144A/Regulation S IPO of common stock of Korea Life Insurance.
• Export-Import Bank of Korea. We advised the lead managers on a $1.25 billion and a $1 billion Schedule B offering of notes by The Export-Import Bank of Korea in 2010 and an aggregate of $3.5 billion of offerings in 2009.
• Korea Hydro & Nuclear Power. We advised the initial purchasers on a $1 billion Rule 144A/Regulation S offering of notes by Korea Hydro & Nuclear Power, a Korean company engaged in nuclear and hydroelectric power generation and a subsidiary of Korea Electric Power.
• Korea National Housing. We advised the lead managers on a $750 million Regulation S offering of notes by Korea National Housing, a statutory juridical entity responsible for implementing the Korean government's public housing policies.
• Hyundai Capital Services. We advised the initial purchasers on a $500 million Rule 144A/Regulation S offering of notes by Hyundai Capital Services, a South Korean consumer finance company.
• Shinhan Bank. We advised the initial purchasers on a $500 million Rule 144A/Regulation S offering of senior notes by Shinhan Bank, the third-largest commercial bank in Korea in terms of total assets.
• Shinhan Financial Group. We advised the joint lead managers on the $938 million rights offering by Shinhan Financial Group, the largest Korean financial institution by market capitalization. This is the largest Korean rights offering in history.
• SK Telecom. We advised the joint bookrunners on the $333 million Regulation S offering of convertible notes by SK Telecom, the leading wireless telecommunications services provider in Korea. This offering won FinanceAsia’s award for “Best Korean Deal” in 2009.

 

Southeast Asia

• Temasek. We advised the initial purchasers on a £700 million ($1.1 billion) medium-term notes offering by Temasek Financial (I), under its US$10 billion medium-term notes program in 2010, and on a $500 million and a $1.5 billion Rule 144A/Regulation S offering of guaranteed debentures by Temasek Financial (I) Limited under its $5 billion medium-term notes program in 2009. The Temasek Group, wholly owned by the Singaporean government through the Minister for Finance, has a portfolio of investments covering a wide range of countries and industry sectors.
• DBS Group Holdings. We advised DBS Group Holdings on its $2.8 billion rights offering. DBS Group owns DBS Bank, which is based in Singapore and is the largest bank in Southeast Asia.
• Bangkok Bank. We advised the lead manager on a $1.2 billion Rule 144A/Regulation S offering of notes by Bangkok Bank, the largest commercial bank in Thailand and one of the leading commercial banks in Southeast Asia.
• Socialist Republic of Vietnam. We advised the initial purchasers on a $1 billion Rule 144A/Regulation S offering of notes by the Government of the Socialist Republic of Vietnam. This was the largest completed benchmark debt offering from Vietnam in five years.
• Sri Lanka. We advised the initial purchasers on a $1 billion Rule 144A/Regulation S offering of bonds by the Government of the Democratic Socialist Republic of Sri Lanka. 
• Star Energy Geothermal. We advised the initial purchasers on a $350 million Rule 144A/Regulation S offering of secured high-yield notes by Star Energy Geothermal (Wayang Windu), the owner and operator of one of the largest geothermal power plants in Indonesia.
• Berau Coal Energy. We advised the global coordinators on the $152 million Rule 144A/Regulation S IPO of common stock of Berau Coal Energy, an Indonesian coal producer. We also advised the initial purchasers on a $350 million Rule 144A/Regulation S offering and $100 million reopening of high-yield senior secured notes by Berau Capital Resources Pte., a wholly owned subsidiary of Berau Coal Energy.  
• Cikarang Listrindo. We advised the initial purchasers on a $300 million Rule 144A/Regulation S offering of high-yield notes by Listrindo Capital, a wholly owned subsidiary of PT Cikarang Listrindo, an electricity generation and distribution business in Indonesia.
• Metro Pacific Investments Corporation (MPIC). We advised MPIC, a leading diversified infrastructure holding and management company in the Philippines, in connection with its $261 million Rule 144A/Regulation S offering of common stock. This was the largest equity offering out of the Philippines since 2007.
• Indika Energy. We advised the initial purchasers on a $230 million Rule 144A/Regulation S offering of high-yield senior notes by Indo Integrated Energy II, a wholly owned subsidiary of PT Indika Energy, one of Indonesia’s leading integrated energy groups.