Securities And Capital Markets
“The lawyers really know our business and can pull together teams from around the world on multijurisdictional issues."
—Chambers USA 2011
In the Securities and Capital Markets arena, Paul Hastings’ attorneys regularly represent issuers and underwriters on equity and debt capital raisings, including public and private equity and debt financings, secured financings and distressed debt trading. Our U.S., European, Hong Kong, and Japanese qualified lawyers advise clients on a wide range of transactions under the laws of several jurisdictions and provide in-depth experience in emerging markets.
We represent issuers and underwriters in public and private offerings of equity securities, and have extensive experience in initial public offerings (IPOs) of varying sizes. These offerings regularly include listings on the NYSE, NASDAQ and/or a foreign exchange.
Hong Kong Depositary Receipts (HDRs)
Paul Hastings is a market leader in the area of HDR transactions. We recently represented leading financial services firm J.P. Morgan, as the sole sponsor and the depositary bank, on the landmark secondary listing of HDRs of Coach, Inc. on the Main Board of the Hong Kong Stock Exchange (HKEx). This represents the first secondary listing by a U.S. domestic issuer on the HKEx. We also recently won IFLR's Equity Deal of the Year 2011 award for our work on the secondary listing of HDRs of Vale S.A. This was the first-ever listing of HDRs on the HKEx.
Paul Hastings has unsurpassed experience in high-yield debt financings. We represent the nation’s major institutional investors in public offerings and private placements of senior and subordinated debt. Representative transactions range from straightforward private placements of senior debt, to complex, multi-tiered one-stop shopping transactions. Taking full advantage of our equity, debt and mezzanine financing capabilities, we have frequently structured senior and subordinated debt financings with warrants and other equity “kickers” and co-investment opportunities for senior lenders.
Our recent representations include the following:
Equity Capital Markets
- Advised J.P. Morgan as the sole sponsor and the depositary bank in Coach, Inc.'s secondary listing of Hong Kong Depositary Receipts (HDRs) of on the Main Board of the Hong Kong Stock Exchange by way of introduction. Coach is the first NYSE-listed U.S. domestic issuer to seek a listing in Hong Kong. This is the third listing of HDRs on the Hong Kong Stock Exchange.
- Advised Haitong International, J.P. Morgan, Credit Suisse, Deutsche Bank, Citigroup and UBS, as joint global coordinators, and other underwriters including HSBC, Nomura, Standard Chartered and BOCOM International, on the US$1.68 billion global offering and Hong Kong IPO of H-shares of Haitong Securities Co. Ltd., the second largest securities firm in China by total assets, on the Main Board of the Hong Kong Stock Exchange. Haitong was the second Chinese securities firm to list H-shares on the Hong Kong Stock Exchange with A-shares already listed on the Shanghai Stock Exchange. This transaction was one of Asia's largest IPOs to date this year.
Debt Capital Markets
- Advised Sino-Ocean Land, one of the largest real estate companies in China, in relation to the issue by its subsidiary, Sino-Ocean Land Capital Finance, of perpetual subordinated convertible securities in the aggregate principal amount of US$900 million. BOCI Asia, J.P. Morgan and Macquarie were joint lead managers. The convertible securities are perpetual with no fixed redemption date and are listed on the Singapore Stock Exchange. This was one of the largest equity-linked transactions in Asia in 2010, and the first convertible securities offering of its type in Asia. It was awarded "Debt and Equity Linked Deal of the Year 2011" by China Law & Practice.
- Advised Capital Trust, Inc. on its equity preserving out-of-court restructuring of approximately US$580 million of outstanding recourse debt obligations, an innovative transaction that pushed down recourse liability to a new legacy asset subsidiary leaving the operating business free of recourse obligations.
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Equity Capital Markets
- Advised J.P. Morgan, as the sole sponsor and the depositary bank, on the secondary listing of Hong Kong Depositary Receipts (HDRs) of Vale S.A. on the Main Board of the Hong Kong Stock Exchange by way of introduction. Vale is the second largest diversified mining company in the world by market capitalization and based in Brazil. This was the first ever listing of HDRs on the Hong Kong Stock Exchange. This transaction was awarded "Equity Deal of the Year 2011" by IFLR.
- Advised Far East Horizon, a leading financial services company and a subsidiary of Sinochem Group, on its US$757 million Hong Kong IPO and global offering. China International Capital Corporation, Morgan Stanley, UBS and HSBC were the underwriters. This was the first finance leasing company to list on the Hong Kong Stock Exchange.
- Advised pharmaceutical company AB Science, and underwriters Société Générale and Fortis Bank, in connection with the IPO of AB Science on the NYSE Euronext Paris.
- Advised Société Générale in relation to its US$100 million equity investment in Air Lease Corporation, the global aviation venture, which raised $3 billion in the pre-IPO capitalization transaction.
Debt Capital Markets
- Advised the joint bookrunners on the US$900 million dual-currency (US Dollar and Japanese Yen) convertible bond offering by Lotte Shopping, the biggest retailer and the market leader in both department stores and supermarkets in Korea.
- Advised the underwriters on the RMB982 million renminbi-denominated US dollar-settled convertible bond offering by China Power International Development; and China SCE Property in its RMB2 billion five-year synthetic offshore renminbi bond offering.