Active in the region since the 1990’s Davis Polk has established itself as a leading international firm advising on corporation matters in Southeast Asia. Lawyers throughout our Asian offices in Hong Kong, Beijing and Tokyo advise market-leading Southeast Asian corporates and global investment banks on their largest and most complex cross-border capital markets, mergers and acquisition and private equity deals. The firm is also a leading adviser to sovereign wealth funds operating and investing in the region.

Ranked as one of the top advisers in Southeast Asia, Davis Polk has closed over 100 capital markets deals in these markets over the last 16 years, including as many or more significant deals as any of our competitors in the market. We also advise on the most complex inbound and challenging outbound acquisitions, divestitures and private equity investments in the region.

Recognition

Davis Polk ranked 1^st tier in Overseas Counsel Corporate/M&A transactions in Singapore by Chambers Asia 2010. Davis Polk has the distinction of being the only firm ranked in this category.
We ranked 1^st as issuer’s counsel among U.S. firms in equity offerings by Southeast Asian issuers in 2009. (Thomson Reuters)
Davis Polk ranked among the leading overseas counsel in the Philippines by Chambers Global 2010.

Notable Matters – Capital Markets

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. 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.
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.
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.
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.

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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.
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.
Berau Coal Energy. We 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.
Fabrinet. We advised the joint bookrunners on the $97 million IPO of common stock of Fabrinet, a provider of precision optical, electro-mechanical and electronic manufacturing services to original equipment manufacturers of complex products, such as optical communication components, modules and sub-systems, industrial lasers and sensors.
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.
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.
Temasek. We advised the initial purchasers 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 notes are guaranteed by Temasek Holdings (Private) Limited.
Odebrecht Óleo e Gas/Temasek. We advised Odebrecht Óleo e Gas, a Brazilian integrated services company for the oil industry, on a $400 million investment in the company by Temasek, Singapore’s state investment company.
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.
Chartered Semiconductor Manufacturing. We advised Temasek Holdilngs (Private) Limited as standby purchaser on a S$481 million ($300 million) rights offering by Chartered Semiconductor Manufacturing, a Singapore-based provider of wafer fabrication services and technologies to semiconductor suppliers and systems companies.
Bank Danamon Indonesia. We advised the standby purchasers on a $352 million rights offering by Bank Danamon Indonesia, an Indonesian financial services provider.
Verigy. We advised the joint book-running managers on a $138 million Rule 144A offering of convertible senior notes by Verigy. Incorporated in Singapore, Verigy provides advanced semiconductor test systems and solutions.
Republic of Indonesia. We advised the initial purchasers on a$2.2 billion and $2 billion Rule 144A/Regulation S offering of bonds by the Republic of Indonesia in 2008.
Esso (Thailand). We advised the global coordinator on the $296 million Rule 144A/Regulation S initial public offering of common stock of Esso (Thailand), a Thai petroleum refining and marketing company that also manufactures and markets aromatics and other chemicals.
Warburg Pincus/QuEST Global Services. We are advising Warburg Pincus on its approximately $75 million minority investment in QuEST Global Services, a provider of outsourced engineering service with delivery centers in India, the United States, the United Kingdom, Germany, Italy, Spain, France and Japan.

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Notable Matters – M&A

China Investment Corporation/Bumi Resources. We advised China Investment Corporation (CIC), the Chinese sovereign wealth fund, in connection with its $1.9 billion investment in Bumi, the largest coal mining company in Indonesia.
Morgan Stanley Infrastructure Partners/Asian Genco. We advised a consortium of investors led by Morgan Stanley Infrastructure Partners in connection with an investment of approximately US$425 million in Asian Genco Pte., a Singaporean infrastructure development company with investments in Indian power generation assets and engineering services businesses.
Ayala/eTelecare Global Solutions. We advised Ayala Corporation, a Philippine holding company for a diversified business group, in connection with a definitive agreement by which affiliates of Ayala and Providence Equity Partners commenced a tender offer in the Philippines and the U.S. to acquire up to all of the outstanding shares of eTelecare Global Solutions common shares and up to all of the outstanding eTelecare American Depositary Shares for $290 million in cash. eTelecare is a Philippine provider of business-process outsourcing.

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Charoen Pokphand Group/Carlyle Asia Partners. We advised Charoen Pokphand Group, a Thai business conglomerate, on its sale of $175 million of convertible preference shares and options in its Hong Kong-listed subsidiary, C.P. Pokphand Co., to Carlyle Asia Partners III L.P., and its concurrent sale of up to $45 million of convertible preference shares in C.P. Pokphand to certain other investors.
Heinz/Foodstar. We advised Heinz, one of the world’s leading marketers and producers of healthy, convenient and affordable foods, in connection with its $165 million acquisition of Foodstar, a Singaporean manufacturer of soy sauces and fermented bean curd in China, from Transpac Industrial Holdings, a private equity holding company, and various Transpac Funds.
PCCW Limited/Starvest. We advised PCCW Limited, a telecommunications company based in Hong Kong, on an unsuccessful privatization proposal by way of a scheme of arrangement to be made jointly by Starvest, a Singaporean investment company, and China Netcom, a Chinese telecommunications company.
Eramet/Weda Bay. We advised Eramet, a French-listed mining and metals company, in connection with its sale to Mitsubishi Corporation, a worldwide general trading company based in Tokyo, Japan, of a 34% stake in its Weda Bay nickel and cobalt mining project, an Indonesian mining project.
Polo Ralph Lauren/Dickson Concepts. We advised Polo Ralph Lauren, a designer, marketer and distributor of apparel, accessories and luxury goods, on its agreement to assume direct control of its wholesale and retail distribution in Southeast Asia, including China, Hong Kong, Indonesia, Malaysia, the Philippines, Singapore, Taiwan and Thailand, from its licensee, Dickson Concepts International Limited.
Citadel/Mitra Rajasa/Apexindo Pratama Duta. We advised Citadel in connection with its $59 million financing for PT Mitra Rajasa Tbk’s $740 million acquisition through its subsidiary Mira International of 80% of the shares of PT Apexindo Pratama Duta Tbk., an oil and gas drilling service operator in Indonesia.

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