Latham Advises on Multiple High-Profile Bond and Liability Management Transactions in Asia-Pacific

Latham & Watkins has advised on a number of high-profile bond and liability management transactions across the Asia-Pacific region in recent weeks. The multifaceted matters showcase the breadth and depth of the firm’s market-leading Debt Capital Markets Practice in Asia in countries across the region spanning high yield, investment grade, and hybrid instruments such as perpetual securities. The standout deals include representing:

• The joint global coordinators and joint lead managers on Nickel Industries Limited’s offering of US$800 million 9.0% senior notes due 2030 and the deal manager on the concurrent tender offer for its outstanding US$400 million 11.250% senior notes due 2028. Nickel Industries is an ASX-listed company that owns a portfolio of mining and low-cost downstream nickel processing assets in Indonesia. The Latham team was led by Hong Kong partner Benjamin Carale, with Singapore counsel Jeremy Wang, associate Kay Howe Lee, and foreign legal consultant Jose Mendoza.
• The joint lead managers on Petron Corporation’s issuance of an aggregate of US$475 million senior perpetual capital securities comprising (i) US$333,190,000 new senior perpetual capital securities issued in exchange for existing senior perpetual capital securities pursuant to an exchange offer and (ii) US$141,810,000 new senior perpetual capital securities pursuant to a concurrent offering. Petron Corporation is the largest oil refining and marketing company in the Philippines. The Latham team was led by Hong Kong partner Benjamin Carale, with Hong Kong associate Diana Dizon and senior paralegal Lily Mak and Singapore foreign legal consultant Jose Mendoza.
• San Miguel Global Power Holdings Corp., one of the largest power companies in the Philippines and a subsidiary of San Miguel Corporation — one of the largest and most diversified conglomerates in the Philippines — on its issuance of an aggregate of US$515 million senior perpetual capital securities comprising (i) US$223,191,000 senior perpetual capital securities issued in exchange for two series of existing senior perpetual capital securities issued in 2020 pursuant to an exchange offer, and (ii) US$176,809,000 aggregate principal amount of new senior perpetual capital securities pursuant to a concurrent offering, followed by a tap issue of additional US$115 million new senior perpetual capital securities, as well as a series of liability management transactions and concurrent new perpetual capital securities issuances over the last year. The Latham team was led by Hong Kong partner Benjamin Carale, with Hong Kong associates Diana Dizon and Jay Watanatornpitak, Singapore associate Margarita del Rosario, and Hong Kong senior paralegal Lily Mak.
• Melco Resorts Finance Limited, a subsidiary of Melco Resorts & Entertainment Limited, a Nasdaq-listed developer, owner, and operator of integrated resort facilities in Asia and Europe, on its issuance of US$500 million 6.5% senior notes due 2033, concurrent conditional cash tender offer for any and all of its outstanding 5.250% senior notes due 2026, and 2026 notes redemption. The Latham team was led by Singapore partner Stacey Wong, with Seoul counsel Diona Park and Singapore counsel Jeremy Wang, Hong Kong associate Jay Watanatornpitak and senior paralegal Lily Mak, and Seoul foreign legal consultant Su Bin Lee.
• The joint lead managers on Clifford Capital Holdings’ debut issuance of US$500 million 3.97% notes due 2028. The Latham team was led by Singapore partner Stacey Wong, with Singapore associate Zheyi Feng. The trustee was advised by a separate Latham team led by Singapore partner Marcus Lee, with counsel Jeremy Wang and foreign legal consultant Jose Mendoza. Earlier this year, the firm also advised Bayfront Infrastructure Capital VI, an indirect wholly owned distribution vehicle of Bayfront Infrastructure Management Pte. Ltd., a subsidiary of Clifford Capital, on its sixth public infrastructure asset-backed securities transaction. The Latham team was led by Singapore partner Timothy Hia and Hong Kong partner Michael Hardy, with Singapore associates Kelly Teoh, Aakash Sardana, and Ein Le Lim, and Hong Kong associate Karen Wong.
• Hanwha Life Insurance Co., Ltd. on its US$1 billion 6.300% Tier II Subordinated Capital Securities. Hanwha Life is South Korea’s longest standing insurance company, established in 1946, and part of the Hanwha Group, one of the country’s largest business conglomerates and a Fortune Global 500 company. The Latham team was led by Singapore partner Stacey Wong, with Seoul counsel Diona Park, associate Yejin Kim, and foreign legal consultant Su Bin Lee.