Country Garden's $1.7 billion IPO
Lead managers: Morgan Stanley, UBS
Legal counsel: LovellÆs
This yearÆs China country award to Country Garden's Hong Kong IPO recognises one of the most distinctive and successful capital markets trends this year, namely that of Chinese real estate. The deal statistics of this groundbreaking IPO are naturally impressive with Hong Kong retail investors submitting orders worth $42 billion - at the time the second-most popular retail offering on record after Industrial and Commercial Bank of China (ICBC). A good company, good execution and good after-market performance make this deal a worthy winner.
BEST HONG KONG DEAL
Henderson Land Development $5.5 billion restructuring
Adviser: Morgan Stanley
Legal counsel:Woo Kwan Lee & Lo
It was not only the largest restructuring deal Hong Kong has seen for years, it was also one that had proved toxic to previous bankers who had tried to get the deal done, so all credit to Morgan Stanley for finally polishing off a vexatious and complicated restructuring. The result essentially allows one vehicle, Henderson Land Development, to acquire another vehicle's (Henderson Investment) stake in Hong Kong and China Gas. The transaction unlocked value for Henderson Investment shareholders through the realisation of market value for their holdings in Hong Kong and China Gas. Morgan Stanley provided an elegant solution, which maximised the probability of success through an asset sale structure and by using share entitlement notes to avoid prohibitions against Henderson Land Development holding its own shares.
BEST INDIA DEAL
VodafoneÆs $12 billion acquisition of HTIL
Adviser to Vodafone: UBS
Adviser to Essar: Citi, JM Financial, Morgan Stanley, Standard Chartered
Sellside adviser: Goldman Sachs
Legal counsel: Herbert Smith, Freshfields Bruckhaus Deringer, Linklaters, Paul, Weiss, Rifkind, Wharton & Garrison, Sullivan & Cromwell
Vodafone's acquisition of 67% in Hutchison Telecommunications India endorsed how critical the country is becoming to multinationals crafting their growth strategy. It also highlighted that India's regulatory environment will permit such deals, even in sectors such as telecommunications, which are often deemed sensitive in developed markets. As one banker said with respect to the closely-contested auction: ôVodafone always knew it would have to pay aggressively to out-bid others, including local players. This could well be the most attractive telecom asset to change hands this decade.ö
BEST INDONESIA DEAL
PT Ithabi Bara Utama $135 million structured equity-linked notes
Lead manager: Merrill Lynch
Legal counsel: Latham & Watkins and Milbank Tweed Hadley & McCloy
Merrill Lynch demonstrated its structuring capabilities with this financing, making it solid enough to convince three outside hedge funds to invest in a greenfield coal mine in the middle of the subprime crisis. In its typical fashion, Merrill itself invested alongside the hedge funds, but more importantly, the bankÆs commodity arm also entered into a multi-year off-take agreement to buy all the coal produced by the new mine in the initial years, making the other investors more comfortable with IBUÆs creditworthiness. Completed in just four months, this deal is a prime example of a bank using its resources in the best possible way to raise capital for a client that would have had difficulty accessing regular funding channels.
BEST KOREA DEAL
Samsung CardÆs $620 million IPO
Lead managers: Merrill Lynch and Korea Investment & Securities
Legal advisers: Cleary Gottlieb Steen & Hamilton, Kim & Chang, Shin & Kim and Simpson Thacher & Bartlett
This was a tough decision, given the implications that Doosan CorpÆs $4.9 billion acquisition of three Ingersoll Rand businesses could have for the future of outbound Korean M&A. But in the end, the transformational impact that Samsung CardÆs IPO will have on the countryÆs capital markets won us over. The first domestic IPO with an international tranche, the deal pioneered a new issuance model that allows Korean and foreign investors to buy into the same domestically-traded pool of shares, overcoming the liquidity issues that have weighed on Korean ADRs and GDRs in the past. But it will also save time and costs and give companies too small to do a dual-tranche IPO access to international capital, making it an important development for corporate Korea.
BEST MALAYSIA DEAL
Maxis Communications $11.4 billion take-private
Advisers: ABN AMRO, CIMB, JPMorgan, RHB Investment Bank
Legal counsel to the buying consortium: Paul Hastings
Who would have expected that one of the biggest and most exciting privatisations in Asia would take place within MalaysiaÆs relatively undeveloped capital markets. The Maxis privatisation was the biggest buyout in Asia ex-Japan and will enable founder Ananda Krishnan to carry out the aggressive investment he plans in higher risk markets such as India. A partnership with Saudi Telecom is early testimony to the success of the move. Bold and flexible, the deal will surely propel MalaysiaÆs capital market several steps along its development path.
BEST PAKISTAN DEAL
United BankÆs $650 million GDR
Lead manager: Merrill Lynch
Legal counsel: Linklaters
A well executed deal that made the most of the strong demand from both existing and new investors to allow the government to raise more than twice the amount it originally sought. The positioning of the bank as a leading player within PakistanÆs fast-growing consumer loans market contributed to a $570 million increase in market value in the 11 weeks from mandate to pricing. Priced at a premium to the average 30-day close and at a higher price to book value than any other equity deal by an Asian bank, it should have given the government the confidence to proceed with its privatisation programme once the current political turmoil has been resolved.
BEST PHILIPPINES DEAL
SM Investments CorpÆs $300 million convertible bond
Lead managers: Citi and Macquarie
Legal counsel: Sycip Salazar, Pacis & Reyes, Linklaters
SMICÆs historic $300 million five-year convertible bond opened the market for corporations in the country. After all, it was the first CB from the Philippines since 1996. It was 10-times oversubscribed, allowing the company to command the best terms for the issue and also enabled it to upsize by $100 million. The conversion premium ended up being the highest ever for a convertible bond out of the Philippines, making it an offering that will be hard to rival.
BEST SINGAPORE DEAL
Ascendas India TrustÆs $366 million IPO
Lead managers: Citi, DBS and JPMorgan
Legal Counsel: Allen & Gledhill; AZB & Partners; Luthra & Luthra Law Offices and WongPartnership
The first Singapore-listed property trust to be backed by Indian assets, this deal had all the markings of a Reit, including a 90% payout commitment, but cleverly combined this with the flexibility to hold 20% of the portfolio in the form of properties under development. This allowed for a more aggressive growth profile than other Singapore Reits and made it better suited for investments within IndiaÆs IT/outsourcing sector where high-quality space is still a scarcity. That investors like the structure is obvious from the fact that a-iTrust has continued to trade higher in recent months even as other Reits have lost a considerable amount of their value.
BEST TAIWAN DEAL
Oaktree Capital's privatisation of Fu Sheng
Adviser to Oaktree Capital: JPMorgan
Legal counsels: Paul, Weiss, Rifkind, Wharton & Garrison and Lee & Li for Oaktree; Baker & McKenzie for Fu ShengÆs Lee family owners
If there was one dominant theme in Taiwan this year, it was the battalions of private equity bankers flocking to the island in search of lucrative de-listings. Early signs, with the abandonment of the ASE privatisation, were mixed. But the success of the Oaktree Capital privatisation of Fu Sheng proves that the Taiwan market can still combine the great assets, smart execution, and regulatory tolerance which all markets need to succeed.
BEST THAILAND DEAL
PTT Exploration and Production's Bt12.5 billion bond
Lead managers: Bangkok Bank, Barclays Capital, Kasikornbank, Siam Commercial Bank
Legal Counsel: Clifford Chance
PTT Exploration and Production's debut Bt12.5 billion fixed-rate bond offering in June was the largest Thai corporate offering to date and incorporated the market's first call feature (15 non-call-five). Many deals in Thailand are underwritten by the banks and privately placed but this transaction achieved broad diversification with bonds allocated to 31 institutional and 2,000 retail investors, achieving an order book of 1.9 times thanks to demand tension between the two sets of buyers. Barclays's partnership with local retail banks allowed effective distribution of the bonds to achieve the size required.
BEST VIETNAM DEAL
Vietnam Shipbuilding Industry Group (Vinashin)Æs VND3 trillion local currency bond
Lead manager: Deutsche Bank
Legal counsel: Johnson Stokes & Master
VinashinÆs maiden Vnd3 trillion ($187 million) 10-year domestic currency bond sets the standard in the country. It was the largest VND corporate bond ever, but still priced 60bps inside the Vinashin January 2017s and completely redefined VinashinÆs credit curve. Its order book was three times oversubscribed and the company sold 95% of the bonds offshore to international investors hungry for a piece of the Vietnam pie. The benchmark deal is likely to create a precedent for the country, opening doors for local companies and considerably increasing Vietnamese bond liquidity.
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