FinanceAsia Achievement Awards 2023: The rationale behind Asia's best deals

Welcome to the winners of Asia's Best Deals for the FinanceAsia Achievement Awards 2023. In another challenging year for Asia’s markets as the world’s investment community dealt with higher for longer interest rates and an unexpected slowdown in China, the winners proved they had the flexibility and staying power to adapt amid intense competition. Our annual Awards covered the period from October 1, 2022 to September 30, 2023 and are split into four major categories.

Now in our 27th edition, the quality of the awards’ entries continues to improve, giving our judges a tough time when choosing the winners. We had more than 680 high-calibre entries from a combination of banks, other financial institutions, rating agencies and law firms, which showcased the very best of Asia Pacific’s financial markets. The firms listed below are based on the entries and additional research from FA; it is not necessarily a complete list.

We also this year for the first time introduced our DealMaker Poll Awards -- the winners are here. 

Congratulations to the winners of the Awards – the success is very well deserved. We would also like to thank all the firms that entered, and to our judges:

Agnes Chen – regional managing director, Apac, CSC Global Financial Markets
BK How – regional managing director, Ofisgate
Gabriel Wilson-Otto  – head of sustainable investing strategy, Fidelity International
Hironobu Nakamura – chief investment officer, Asset Management One Alternative Investments (AMOIA)
Manoj Agarwal – managing director, head debt capital markets Apac, BNP Paribas
Myles Mantle – partner, Mayer Brown
Peter Armstrong – partner, DLA Piper
Richard Liao – CEO, Hwahsia Glass
Wivinia Luk – senior manager (policy research), Financial Services Development Council (FSDC)

ASIA DEAL WINNERS 

BEST BOND DEALS 

CHINA ONSHORE -- Volkswagen International Finance N.V’s Rmb1.5 billion ($210 million) 2-year medium term note with 3.05% coupon

PARTICIPANTS: HSBC

The inaugural appearance for Germany’s Volkswagen Group in the onshore China bond market set several precedents. Not only was it the first Panda bond offering from a global multinational making its debut in 2023; the deal also saw the first pilot issuer under China’s new scheme for Panda bond allocations.

The scheme was developed to improve the efficiency of cross-border investment and financing. And being the first to use this mechanism, Volkswagen had to navigate Chinese market requirements, from documentation to regulatory approval to bookbuilding.

Demand for this novel two-year note – at over three times the scale of issuance – came from over 30 public funds, asset managers, and Chinese and foreign banks. This was testament to the global car maker’s robust credit, which helped to create momentum on the back of a physical investor roadshow in Beijing, Shanghai, Shenzhen and Hong Kong.

Beyond financing, it was also an important strategic transaction for Volkswagen, to accelerate its “In China, For China” initiative.

HONG KONG SAR -- Hong Kong Mortgage Corporation’s (HKMC) $404.78 million Bauhinia ILBS 1 issuance

PARTICIPANTS: ING Bank, MUFG Bank, Standard Chartered / ADVISORS: Linklaters, Clifford Chance

With the debut issuance of Bauhinia 1, HKMC has joined a select group of infrastructure securitisation issuers globally, while also helping to deepen Asia’s infrastructure securitisation landscape with this transaction.

In Hong Kong, as the first public securitisation since Covid-19, it also marked the first issuance of infrastructure loan-backed securities under the HKMC’s pilot scheme on infrastructure financing securitisation.

Further, the capital structure of Bauhinia 1 includes a $100 million tranche backed by sustainable, green and social assets.

The deal is also a milestone for mobilising institutional capital to finance infrastructure projects across various host countries. In this way, it can propel Hong Kong as the premier overseas financing platform under China’s “Belt and Road” initiative.

With a portfolio of 35 project and infrastructure loans in 12 countries, Bauhinia 1 will enable the local infrastructure financing market to become more vibrant and diversified across multiple geographies and sectors.  

NORTH ASIA -- Republic of Korea’s ¥70 billion ($481 million) samurai bonds

PARTICIPANTS: HSBC

Transactions which have economic and political ramifications are often memorable, and this was no different. As the Republic of Korea’s first ever Samurai bond offering, it heralded efforts to revitalise economic cooperation and financial investments between South Korea and Japan.

The goal was to issue low interest rate bonds denominated in Japanese yen to reduce funding costs at a time of globally high rates. Another objective was to help South Korea diversify the currency mix in its Foreign Exchange Stabilisation Fund.

Investors responded to this warming of ties between the two nations; institutions from Japan and the Middle East joined international buyers in showing strong demand for these bonds. Investors were also pleased to see the Republic of Korea issue again after an absence since October 2021.

By offering a mix of three-, five-, seven- and 10-year tranches, and seeing an uptick in samurai bond sales, more Korean companies are now expected to follow suit.

SINGAPORE -- Temasek’s €1.5 billion ($1.64 billion) dual-tranche 4-year and 10-year senior unsecured notes

PARTICIPANTS: Société Générale / ADVISORS: Allen & Gledhill, Davis Polk & Wardwell

Wholly owned by Singapore’s Ministry of Finance, Temasek’s influence can never be under-estimated – and it used this opportunity to create a new reference point in Euros for other local borrowers.

It was the first Euro-denominated corporate bond issued out of Asia in 2023, as well as being a rare bond in this currency from a Singapore non-financial issuer. Before Temasek’s transaction, the last corporate (non-financial) benchmark-sized bond from an Asian borrower in Euros was in November 2021.

The issuer saw an opportune time to achieve its objective of issuing ahead of – or towards the early part of – the rate-hiking cycle. In line with this, it was a well-thought-out tenor strategy. Temasek chose the 4-year bond – the shortest ever it has issued – to take advantage of the inverted yield curve.

As part of a well-diversified investor strategy, Temasek wanted to reward Asian investors for their support while also ensuring a well-distributed bond to buyers in Europe and the Middle East.

SOUTH ASIA -- PRAN Agro’s BDT2.6 billion ($24 million) onshore Bangladesh bond with an 8-year tenor and a partial credit guarantee

PARTICIPANTS: GuarantCo, Eastern Bank, Pubali Bank / ADVISORS: Riverstone Capital

An innovative structuring effort was necessary to create the inaugural 8-year fixed priced corporate bond in Bangladesh. This was also the first ever partially guaranteed bond in the country.

Being the second time GuarantCo has successfully closed a deal with PRAN Agro, a leading domestic agro-processing firm, this transaction brings the prospect of access to longer-term funding in the local market, plus a more diversified lender pool, closer to reality.

Until this deal, domestic corporates had been facing a dearth of such financing options and have been limited to banks and financial institutions. For PRAN Agro, the partial credit guarantee by GuarantCo – rated AA- (Fitch) and A1 (Moody’s) – lured a big-ticket subscription by MetLife Bangladesh to support the growth of the local agricultural industry.

The offering also showed that bonds can help address infrastructure financing gaps in Bangladesh. For example, the proceeds will provide around 240 new contract farmers with a reliable source of income, and 280 operations and maintenance jobs, of which around 60% will be for women.

BEST BOND DEAL - ASIA WINNER

SOUTHEAST ASIA -- Projek Lebuhraya Usahasama’s RM25.2 billion ($5.43 billion) Islamic medium-term notes

PARTICIPANTS: CIMB, RHB Investment Bank, AM  Investment Bank / ADVISORS: Zaid Ibrahim & Co, Adnan Sundra & Low

The inaugural Sukuk under the issuer’s new programme was a landmark issuance, given that it represented the largest of its type under a single programme in the domestic bond landscape and Sukuk capital markets.

Another ‘first’ for this transaction included it being the largest deal from the highway sector in Malaysia. It had been inspired by the abolishment of various tolls, as well as discounts that PLUS had to implement, encouraging the issuer to set up the programme as part of its restructuring.

To further bolster the appeal for investors, the Malaysian government agreed to give PLUS an irrevocable and unconditional letter of undertaking, to cover any cash shortfall in meeting a minimum finance service cover ratio of two times on the determination date for the duration of the Sukuk programme.

At the same time, the deal represented the largest consent solicitation exercise in the ringgit Sukuk markets without any buyback premium paid to existing Sukuk holders.

BEST EQUITY DEALS

CHINA ONSHORE -- Postal Savings Bank of China’s (PSBC) A-share non-public offering of Rmb45 billion ($6.33 billion)

PARTICIPANTS: CICC, China Post Securities, China Securities, CITIC / ADVISORS: Clifford Chance

In looking to consolidate its capital strength, enhance its capital adequacy and improve its resilience to risk, PSBC did so with a bang: completing the largest non-public offering of its kind on China’s A-share market since the country’s securities watchdog introduced new regulations on refinancing.

When it launched at the end of the first quarter, the deal was also notable for being the largest all cash-based A-share non-public offering through bookbuilding in 2023 so far.

Forging a deal for this state-owned enterprise required clear and coordinated communication with various regulatory departments – from the review process through to execution. The tight schedule was an added challenge, with PSBC focussed on wrapping up the offering before across-the-board registration-based IPO reforms took effect.

In appealing to China Mobile Communications Group as the sole investor, the transaction secured a win-win that made the telecoms provider the third-largest shareholder while laying foundations for PSBC’s next phase of growth.

BEST EQUITY DEAL - ASIA WINNER

HONG KONG SAR -- Link REIT’s HK$18.8 billion ($2.4 billion) rights issue

PARTICIPANTS: DBS, HSBC, JP Morgan, OCBC, BOC International, BoA Securities, Citi, Mizuho / ADVISORS: Linklaters

Even before this deal, Link REIT was a trailblazer – the largest REIT in Asia by market capitalisation. With this transaction, the firm set multiple precedents: the largest ever Asian rights issue in the real estate sector; the largest ever Hong Kong rights issue by a non-bank issuer; the largest Hong Kong rights issue since December 2015; and the largest Hong Kong equity offering in the previous 18 months.

The deal size didn’t deter investors. Link REIT’s ability to push boundaries saw it oversubscribed by over 240% – the highest demand in terms of oversubscription level for a rights issue for a Hong Kong-listed issuer for five years.

This success was noteworthy against the backdrop of global rate hikes putting stress on many real estate corporates. Link REIT helped to pioneer equity fundraising in the sector while strengthening its balance sheet so it could capitalise on potential investment opportunities amid real estate market repricing.

NORTH ASIA - LG Chem’s $2 billion exchangeable bond offering

PARTICIPANTS: Citi, Goldman Sachs, HSBC / ADVISORS: Linklaters

Tapping into pent-up demand for quality Asia Pacific (Apac) exposure, despite tough macro conditions and vast equity market volatility, LG Chem attracted more than five times its original issuance target – seeing over $10 billion in interest from 150-plus investors and institutions in Asia and Europe during a five-hour bookbuild.

It was notable that the less price-sensitive, long-only investors showed a preference for the longer tranche. The success of the marketing effort enabled this offering to secure a number of benchmarks: the largest ever exchangeable bond in Apac; the largest equity-linked transaction of any type globally since 2022; and the largest equity-linked deal in Korea for 20 years.

This equity deal also added to a strong recovery for the region’s equity-linked market in 2023 after an underwhelming 12 months previously.

From a structuring perspective, these exchangeable bonds were tailored solutions with dual tranches designed to stagger repayment requirements.

SINGAPORE - SATS’ S$798.8 million ($601 million) rights issue in connection with the acquisition of WFS Group

PARTICIPANTS: DBS, BofA, Citi, OCBC, UOB / ADVISORS: Allen & Gledhill

SATS, in order to help fund its transformational acquisition of Worldwide Flight Services, and in turn create the world’s leading global air cargo handler, decided to launch a rights issue that turned out to be Singapore’s largest public equity fundraising of 2023, in addition to being Singapore’s largest rights issue.

Overall, it saw high demand, with the total equity fundraising effort ending up 1.7 times oversubscribed.

This included an irrevocable undertaking by Venezio Investments, an indirect wholly-owned subsidiary of Temasek, to subscribe for its pro rata 39.68% entitlement to the rights issue.

Demand was also spurred by using ATMs to access retail investors, with DBS’ network accounting for two-thirds of total ATM application demand out of the three participating banks.

SOUTH ASIA -- PNB Housing Finance’s Rs25 billion ($301 million) rights issue

PARTICIPANTS: Axis Capital, BNP Paribas, BofA, JP Morgan / ADVISORS: Sidley Austin

PNB Housing Finance, one of India’s largest housing finance companies by assets and deposits, in a move to spur its next phase of growth, launched the country’s largest rights issue in the banking, financial services and insurance (BFSI) sector over the previous two years.

This was impressive amid several challenges at the time of the transaction. For example, it took place during a highly volatile environment following the collapse of Silicon Valley Bank. Further, investors were concerned about low levels of liquidity in the stock and a private equity overhang of around 52%.

A targeted roadshow with foreign and domestic institutional investors was used to address these issues. It included new institutional investors, which the issuer wanted given that its pre-issue shareholding lacked institutional participation.

By launch, the deal was subscribed 1.2 times based on support from both existing and new investors. The success of the rights issue also led to a significant re-rating of the stock.

SOUTHEAST ASIA -- Pavilion REIT’s RM720 million ($155 million) primary placement

PARTICIPANTS: AmInvestment Bank, CIMB, Credit Suisse, Kenanga, Maybank, RHB

This transaction helped the Malaysian REIT landscape take a big step forward. Pavilion REIT’s inaugural primary placement, which doubled as the company’s second follow-on equity fund raising exercise since its listing in 2011, was also the largest ever REIT primary placement in Malaysia and the second largest REIT follow-on offering in the country.

It started well, with strong pre-launch demand, and then sustained this momentum to create an over-subscribed book that included new and existing domestic and foreign holders.

Unprecedented efforts by the bookrunners contributed to this success – unlike previous primary placements, private banks were engaged at the outset to secure early commitment.

The deal was ultimately upsized from its initial RM500 million ($108 million) – an important achievement amid market challenges such as persistent inflationary pressure, rising interest rates, the weakening of the ringgit and nine consecutive months of foreign net outflow from Malaysian equities.

BEST INFRASTRUCTURE DEALS

China Onshore -- Huaxia Fund-China Resources Nest Rental Housing REIT’s Rmb1.2 billion ($170 million) listing on the Shanghai Stock Exchange

PARTICIPANTS: CITIC / ADVISORS: Han Kun Law Offices

Registering and listing Huaxia Fund-China Resources Nest Rental Housing Real Estate Investment Fund (Huarun REIT) on the Shanghai Stock Exchange was an important milestone for the local market.

For a start, since the sponsor is dual-listed in Hong Kong and mainland China, establishing Huarun REIT required approval from the Hong Kong Stock Exchange for a spin-off listing.

Obtaining this approval involved some novel advice – in the form of a legal opinion that the assured entitlement requirement could not be strictly complied with for the establishment of a public REIT in China.

This was especially important in setting a precedent for the wider market, given that Huarun REIT was among the first batch of consumer infrastructure REITs in China to be accepted by the exchange. The structuring was a notable achievement with this transaction, based on a carefully designed structure, the drafting of various documents and multiple legal opinions.

HONG KONG SAR -- HKMC’s $404.78 million Bauhinia ILBS 1 issuance

PARTICIPANTS: ING Bank, MUFG Bank, Standard Chartered / ADVISORS: Linklaters, Clifford Chance

With the debut issuance of Bauhinia 1, HKMC has joined a select group of infrastructure securitisation issuers globally, while also helping to deepen Asia’s infrastructure securitisation landscape with this transaction.

In Hong Kong, as the first public securitisation since Covid-19, it also marked the first issuance of infrastructure loan-backed securities under the HKMC’s pilot scheme on infrastructure financing securitisation.

Further, the capital structure of Bauhinia 1 includes a $100 million tranche backed by sustainable, green and social assets. The deal is also a milestone for mobilising institutional capital to finance infrastructure projects across various host countries. In this way, it can propel Hong Kong as the premier overseas financing platform under China’s “Belt and Road” initiative.

With a portfolio of 35 project and infrastructure loans in 12 countries, Bauhinia 1 will enable the local infrastructure financing market to become more vibrant and diversified across multiple geographies and sectors.

NORTH ASIA -- Hai Long’s NT$118 billion ($3.8 billion) offshore wind project non-recourse project financing

PARTICIPANTS: CTBC, Fubon Bank, Taiwan Life, Fubon Life, HSBC, Crédit Agricole CIB, ANZ, SMBC, Mizuho, MUFG Bank, Deutsche Bank, Standard Chartered, DBS, Korea Development Bank, Shinsei Bank, JBIC Direct Loan / ADVISORS: Linklaters, Clifford Chance, Lee and Li

This project stands out for several reasons. For Taiwan, it was the first offshore wind farm in the market to be banked on the basis of the new corporate power purchase regime.

For Asia Pacific, meanwhile, it was the largest non-recourse offshore wind project financing to date, with financing provided by over 15 international and local lenders, some of which were participating in offshore wind financing in Asia for the first time. There was also export credit agency support.

As a result, this was a highly-complex, multi-source finance transaction, with stakeholders spanning the globe, from Canada to Australia (and everywhere in between). For everyone involved, successfully closing this project was also a significant achievement against the backdrop of challenging market conditions.

More broadly, the project has the potential to help unlock Asia Pacific’s offshore wind potential, by demonstrating it was still possible to deliver large-scale offshore wind projects in Taiwan and in the region.

BEST INFRASTRUCTURE DEAL - ASIA WINNER

SINGAPORE -- Bayfront Infrastructure’s $410.3 million infrastructure securitisation

PARTICIPANTS: Citi, ING, OCBC, Société Générale, SMBC Nikko, Standard Chartered, GuarantCo /  ADVISORS: Allen & Gledhill, Latham & Watkins, Clifford Chance

This transaction was further evidence of the importance of Bayfront’s securitisation programme in reinforcing Singapore’s status as a hub for infrastructure financing.

While it was Bayfront’s fourth infrastructure asset-backed securities deal, this latest issuance introduced novel features: a guarantee from GuarantCo for the unrated Class D notes; and the UK’s Foreign, Commonwealth & Development Office investing in the equity tranche as part of its Mobilising Institutional Capital Through Listed Product Structures programme.

Of the five classes of notes offered to investors, there was a dedicated sustainability tranche backed by eligible green and social assets.

Overall, the issuance saw demand from a variety of institutional and wholesale investors, with the Asian Infrastructure Investment Bank also participating as an anchor investor.

The deal exposes these investors to a portfolio of 40 individual loans and bonds, and 33 project loans, across 15 countries and 10 industry sub-sectors.

SOUTH ASIA -- Unique Meghnaghat Power’s $463 million 15-year project finance term loan

PARTICIPANTS: Asian Infrastructure Investment Bank, DEG, OFID, Standard Chartered / ADVISORS: Clifford Chance, Ashurst

This was the largest independent power project financing to close in recent years in Bangladesh – and was particularly remarkable given that it was achieved at a time of significant foreign currency shortages in Bangladesh.

The transaction also represents one of the largest gas-fired power project financings for an emerging market in Asia. There was strong support from a group of international banks, export credit agencies and development financial institutions.

It is a meaningful outcome for the future of Bangladesh. In a power sector that is one of the fastest-growing in south Asia, this project will contribute significantly to reliable power generation in the country, which in turn is key to job creation and overall economic growth.

In addition, the success of this financing and the subsequent greater comfort among various institutions, might help open new funding options and sources as Bangladesh looks to expand its power generation activity.

SOUTHEAST ASIA -- RP Hydro’s RM975 million ($210 million) Asean green SRI Sukuk Wakalah

PARTICIPANTS: CIMB

Helping further the issuer’s mission to be the leading small hydropower developer in Malaysia, this deal stood out for two important reasons. Firstly, it was the largest greenfield non-recourse project financing of ringgit bonds/Sukuk during the award period. And secondly, it was the largest mini hydro project financing deal funded through the ringgit debt capital markets.

The transaction also saw RAM Sustainability, part of RAM Ratings, assign a Tier-1 Environmental Benefit rating, the highest possible, to the issuance. This reflects the project’s net contribution to climate change mitigation.

Investor education was also central to the deal’s success, especially to explain one of the novel elements – the fact that it represented the first low-head, run-of-river small hydropower plants funded through the ringgit debt capital markets. To help alleviate concerns, the transaction included a strong project financing structure that ringfenced cashflows with resilient coverage and solid contractual arrangements.

BEST IPOS

CHINA ONSHORE -- Nexchip Semiconductor’s STAR Market IPO Rmb9.96 billion ($1.44 billion)

PARTICIPANTS: CICC / ADVISORS: King & Wood Mallesons, Haiwen & Partners

At completion, Nexchip Semiconductor’s A-Share IPO was the second largest A-share IPO in the integrated circuit industry, and the largest A-share IPO in Anhui Province, mainland China.

Notably, it was early to market in the rush around that time by Chinese chipmakers to raise capital again after the US government introduced export restrictions as part of the tech race between the two nations. To obtain the green light from China’s securities watchdog, preparation was key in terms of clear responses to regulatory concerns on core issues such as controlling rights, independence and technological advancement.

The interest from strategic investors was also key to the IPO’s success, while it continued to appeal to existing investors, securing 100% coverage of the core institutions.

The upshot saw Nexchip Semiconductor raise around $1.5 billion to fund advanced process research and development, plus new equipment and facility purchases, as well as enhance working capital. 

BEST IPO - ASIA WINNER

HONG KONG SAR -- Sichuan Kelun-Biotech’s Hong Kong HK$1.56 billion ($200 million) IPO

PARTICIPANTS: BOCOM International, CITIC, Citi, Goldman Sachs, ICBC / ADVISORS: Kirkland & Ellis

Becoming the first biotech company that specialises in the development of antibody drug conjugates (ADCs) to list on the Hong Kong Stock Exchange (HKEX) was memorable for several reasons.

Perhaps most notably, the H-share listing involved a spin-off from Kelun Pharmaceutical, a listed company on the Shenzhen Stock Exchange. This marked the first time an A-share listed company had achieved a spin-off and overseas listing of its subsidiary since new rules were issued by China’s securities watchdog. In turn, this has paved the way for other A-share listed companies to unlock value from subsidiaries.

This was also the largest IPO in Hong Kong’s healthcare sector since 2022.

For these reasons, the deal attracted interest from renowned investors, resulting in approximately 3.4 times of over-subscription to the offer.

Even more impressive, the company listed less than five months after filing its listing application in Hong Kong – at a time when market volatility called for speedy execution.

NORTH ASIA -- Rakuten Bank’s ¥83.3 billion ($573million) IPO

PARTICIPANTS: Morgan Stanley, Daiwa, Goldman Sachs, Mizuho, BofA, SMBC Nikko, Citi / ADVISORS: Simpson Thacher & Bartlett, Nishimura & Asahi, Sullivan & Cromwell, Anderson Mori & Tomotsune

The IPO of Rakuten Bank, Japan’s top digital lender by assets with 14 million accounts, was the country’s biggest since 2018.

Overall, it was a remarkable success. While the range was scaled back earlier in the offering process, the deal was priced at the top end. This was on the back of very strong appetite from international buyers.

The level of demand offshore led to the portion of the sale available to overseas investors being increased – and still it was around 15 times oversubscribed. Rakuten Bank surged 33% at its debut in Tokyo.

This was positive news in terms of the potential for fintech and internet banking IPOs, assuming the investment story makes sense. In Rakuten’s case, its profitable track record supported its landmark deal.

SOUTH ASIA -- Mankind Pharma’s Rs43.264 billion ($521 million) IPO

PARTICIPANTS: Axis Capital, Kotak, IIFL, JP Morgan, Jefferies / ADVISORS: Sidley Austin

Mankind Pharma, India’s fourth-largest pharma company in terms of domestic sales, reignited the local market for large IPOs after a five-month drought in such deals. To do so, however, required an innovative sales strategy involving a precise valuation, global marketing and a compelling narrative to boost investor confidence.

It culminated in India’s largest IPO of 2023 and the second-largest pharma IPO ever in the country’s history. The decision to strategically price the IPO in alignment with prevailing market conditions created enticing value to investors. In particular, a precise valuation provided a sense of security for investors amid volatile capital markets.

The involvement of both the promoters and private equity investors also helped to instil confidence in the company’s growth narrative.

As a result, the deal attracted strong participation from marquee anchor investors across the globe, with 100% allocated to long-only buyers.

SOUTHEAST ASIA -- Amman Mineral Internasional’s $708 million IPO

PARTICIPANTS: BNI Sekuritas, CITIC, CLSA, DBS, ING, Jeffries, Mandiri Sekuritas / ADVISORS: Sidley Austin, Hiswara Bunjamin & Tandjung in association with Herbert Smith Freehills, Milbank, Assegaf Hamzah & Partners

The listing of this globally significant copper-gold producer marked the largest IPO in Indonesia and across Southeast Asia when it launched, as well as the largest Asian IPO outside China.

The institutional tranche was well over-subscribed, buoyed by investors seeing a combination of significant in-place investment in mining and processing infrastructure, as well as fundamental growth tailwinds supported by demand fuelled by the green energy transition.

For example, Amman operates the Batu Hijau mine, the second-largest copper-gold mine in Indonesia. The company also has high quality infrastructure assets and facilities supporting mining and processing operations, including ports, power plants and mineral processing facilities.

The company’s well-thought-out expansion also ensured it aligned with investor appetite for opportunities that could demonstrate robust ESG frameworks.

To tackle ESG concerns relating to mining companies, Amman convinced investors that its decision to dispose of tailings by employing a deep sea tailing placement would be safe and involve minimum impact on the environment.

BEST ISLAMIC FINANCE DEAL - ASIA WINNER

SOUTHEAST ASIA -- Khazanah Nasional’s $750 million Sukuk

PARTICIPANTS: CIMB, DBS, JP Morgan, MUFG Bank, BofA, Maybank, OCBC

Khazanah’s transaction successfully reopened Malaysia’s US dollar (USD) bond and Sukuk market to international investors, marking the first public transaction of its type by a Malaysian corporate in Reg S format since April 2022.

Further, the offering represented the first USD public offering, at the time, out of Malaysia in 2023.

The transaction also saw Khazanah complete its first-ever rated USD Sukuk. It will now serve as the benchmark, as it continues to rebalance its portfolio and strengthen its balance sheet.

The issuer executed the deal despite volatile markets on the back of increasing interest rates and concerns about the US debt ceiling. Yet the targeted physical and virtual marketing strategy led to overwhelming demand from investors and a strong order book amid efforts to help educate key accounts about Sukuk structures. In addition, the offering enjoyed pricing compression of 42 basis points from  the initial price guidance.

BEST M&A DEALS

CHINA ONSHORE -- Aramco’s Rmb24.6 billion ($3.5 billion) investment into Rongsheng Petrochemical

PARTICIPANTS: CITIC, Morgan Stanley

A large strategic investment by a foreign company in a private A-share listed business in China is never going to be easy. To make this transaction for 10% of the business even more significant was the fact it led to a powerful combination of the oil fields of China and Saudi Arabia – via Aramco, the world’s leading integrated international oil group, and Rongsheng, one of China’s leading petrochemical enterprises.

The rationale for Rongsheng of securing the foreign investor was to facilitate strategic cooperation and create a new, international win-win model across crude oil, raw materials, refined products, chemical products, crude oil storage and technology sharing.

For the company’s main shareholder, the transaction consideration represented a premium of more than 100% over the share price of the listed company on the day before signing.

For Aramco, the deal is a key step in its entry to the Chinese market, enabling it to significantly expand its downstream presence there.

CHINA OFFSHORE -- Hainan Rubber’s acquisition from Sinochem of Halcyon Agri Corporation

PARTICIPANTS: CICC

This transaction – made possible by a major asset restructuring of China Hainan Rubber Industry Group – was a milestone in terms of enhancing global strategic natural rubber resources under the Chinese government’s ‘Belt and Road’ initiative, as well as Hainan Province’s ‘Going Global’ strategy.

For the acquiror, it enhanced its operating capabilities, substantially increased its asset size and, as a result, became a leading natural rubber company.

The deal was also a step forward for collaboration between state-owned enterprises and market forces, with Hainan Rubber taking over from Sinochem International Corporation as a strategic investor as the Chinese government continued its reform agenda.

Involving assets in 12 jurisdictions on four continents, and under three domestic and overseas listed companies, the deal proved a tough one to get done.

Cross-border coordination was key, especially to balance the different pace of domestic and overseas procedures, and ultimately meet the transaction goal.

HONG KONG SAR -- HK$35.5 billion ($4.54 billion) deal by Chow Tai Fook to acquire NWS Holdings

PARTICIPANTS: HSBC, BOCI Asia, ING, UBS, Quam Capital / ADVISORS: Clifford Chance

The value of this deal represented the biggest general offer on Hong Kong’s stock exchange in five years. To achieve this, and become a pioneer in the market, required the parties involved to overcome various challenges and risks.

Firstly, the weak market environment and ‘higher for longer’ interest rate sentiment created a drag. However, the acquiror rejuvenated New World Development’s financials with a stronger cash position, plus the deal sharpened the focus of the latter on the property market.

Secondly, there was a complex and uncertain execution process, including consent solicitation. The structuring advice included preserving confidentiality and navigating consent solicitations from the Hong Kong Insurance Authority, Bermuda Monetary Authority, lenders and other third parties required in the transaction.

A third challenge stemmed from the bifurcation of the businesses away from the conglomerate structure, which is prone to a holding discount. To tackle this involved delineating the property and non-property businesses.

BEST M&A DEAL - ASIA WINNER

NORTH ASIA -- AP Acquisition’s $461 million Spac business combination with JEPLAN

ADVISORS: Kirkland & Ellis, Mori, Hamada & Matsumoto, Maples and Calder, Greenberg Traurig

The success of this deal relied on an innovative structure involving the formation of a new Japanese corporation as the listing issuer, a merger in the Cayman Islands and a Japanese law governed share swap. This combination was necessary to address the complex tax implications and achieve optimal tax treatments for the various stakeholders involved.

In relation to this transaction, JEPLAN also undertook a listing in New York to strengthen market receptivity.

Yet unlike the corporate governance structure of a typical US public company, the Japan-incorporated combined company will also have a unique corporate governance structure, with both a board of directors and a board of corporate auditors. It can therefore satisfy the requirements of corporate laws in Japan and US securities regulations.

Such features of this deal are expected to be a model for other Japanese companies pursing a listing in the US by way of a business combination with a US-listed Special Purpose Acquisition Company (Spac).

SINGAPORE -- S$13.2 billion ($9.9 billion) combination of Keppel Offshore & Marine and Sembcorp Marine

PARTICIPANTS: DBS / ADVISORS: Allen & Gledhill

This was a landmark transaction in Singapore that will create a more resilient player in the offshore and marine (O&M) space. It will achieve this due to greater synergies from combining operational capabilities, engineering bench strength and track record.

For example, through its technical know-how, as well as in-house design and research and development experience, the combined entity can expand to carry out a wider scope of work. This will also enable it to reinforce its distinctive intellectual property and thought leadership in complex projects.

From a strategic perspective, the deal results in a stronger global footprint, integrating the operations in Singapore into a centre of excellence. This will lead to greater economies of scale, among other benefits.

Ultimately, stakeholders can derive greater value, with the single organisation leading to more opportunities for staff in terms of career development, plus growth in the areas of offshore renewables, new energy and cleaner O&M solutions.

SOUTH ASIA -- Merger of Mindtree with L&T Infotech (LTI)

PARTICIPANTS: KPMG, Citigroup

When it comes to India’s IT sector, this was a stand-out deal. It was the largest M&A transaction in the country’s IT services space, and the second largest M&A transaction in India overall in the last three years when announced.

The landmark size created its own set of complexities; integrating two companies with offices across the globe and a diverse employee base involving multiple nationalities is certainly not straightforward.

Despite this scale, the transaction was successfully completed within seven months, well within the indicated timeline of nine to 12 months.

It achieved this while also obtaining approval from the majority of minority shareholders, which was required given that both merger participants were subsidiaries of L&T.

The upshot has been to create the next IT bellwether. With a combined market capitalisation of the equivalent of nearly $19 billion, and revenue of around $3.5 billion, it has the scale to compete with global tier-1 companies in the IT services sector.

SOUTHEAST ASIA -- Permodalan Nasional’s (PNB) RM1.01 billion ($220 million) disposal of 100% stake in MIDF to Malaysia Building Society

PARTICIPANTS: Maybank

When this deal closed, it became the largest transaction in Malaysia’s banking industry since 2016. It was in fact the second time that PNB had tried to merge MIDF with another financial institution. But this time, after around 18 months from the first announcement to completion, the various adjustments and protections that had been made ensured both parties remained committed to the transaction throughout.

The acquiror’s subsidiary, MBSB Bank, operates as an Islamic bank, whereas MIDF Group’s products are a mixture of Shariah-compliant and conventional financing products.

The merger is expected to promote growth in the Islamic finance sector due to the complementary nature of the businesses, leading to an expanded customer base and product offering, as well as cost and revenue synergies.

BEST PRIVATE EQUITY DEALS

BEST PRIVATE EQUITY DEAL - ASIA WINNER

CHINA OFFSHORE -- Bain Capital’s $3.16 billion take-private of Chindata Group

PARTICIPANTS: Morgan Stanley, Citi, Shanghai Pudong Development Bank, Industrial Bank / ADVISORS: Kirkland & Ellis, Weil Gotshal & Manges, Gibson, Dunn & Crutcher, Maples and Calder, Haiwen & Partners, Conyers Dill & Pearman, King & Wood Mallesons

This transaction was funded through a combination of debt and equity financing, and required a complex and innovative structure. For example, it involved a multi-jurisdictional cross-border dimension – as a result of being a take-private transaction of a US-listed, Cayman Islands-incorporated and China-based company. As such, close coordination was needed between different parties.

It was also a fast-paced deal amid challenging market conditions, yet the debt financing component was able to be secured less than a month after Bain Capital’s delivery of the preliminary non-binding proposal.

Meanwhile, the equity funding comprised various components, including rollover equity and direct investment of new equity funding.

Overall, the transaction demonstrated Bain Capital’s ability to bring together operating, real estate and capital markets expertise through its private equity and special situations teams. The deal also created a useful model for private equity-backed leveraged buyouts in Asia in terms of how they can fit into the lifecycle of a private equity portfolio company.

CHINA ONSHORE -- Zhipu AI’s over Rmb2.5 billion ($350 million) Series-B financing

PARTICIPANTS: China Renaissance

For Zhipu, one of China’s most promising start-ups in creating artificial intelligence (AI) models, raising money to fuel expansion was also a key step towards helping advance the domestic market’s broader ambition to boost its overall tech standing.

Zhipu is well-positioned to achieve this, being China’s fastest-growing large language model company in terms of commercialisation.

The financing effort was a big achievement when considering how weak investment sentiment had become by the time of deal in the private financing market in China. To appeal to backers, the company offered multi-tranche, fast-paced financing schemes, as well as pursued a targeted investor selection approach. Among the key investors were Meituan, Alibaba, Tencent and Ant Group.

Further, the use of overseas and third-party expert assessments enabled investors to more accurately judge Zhipu’s technological advantages and barriers. This ensured that the focus of the company’s equity story transitioned from technological leadership to its commercial successes.

HONG KONG SAR  -- $6.5 billion merger of Vistra and Tricor

PARTICIPANTS: Goldman Sachs, Lazard, Barclays, HSBC / ADVISORS: Weil, Gotshal & Manges, Latham & Watkins, Ropes & Gray, Milbank

As one of Asia’s largest private equity-backed transactions of 2023, the merger of Tricor Group and Vistra Group, the two Asia-headquartered corporate services providers, created a market leader in the global business services space. Together, they have over 9,000 professionals spread across more than 50 jurisdictions, with the combined entity valued at $6.5 billion including debt.

In short, the deal is a significant milestone in the growth strategy of both organisations given the complementary nature of their businesses.

For global clients, the goal is for the combined platform to provide a strong value proposition via the creation of a unified service provider.

This transaction also enabled BPEA EQT (formerly known as Baring Private Equity Asia) to continue to deploy its fund and corporate services playbook to drive further organic and inorganic growth.

SINGAPORE -- Health Management International’s (HMI Group) acquisition of MHC Asia

ADVISORS: Allen & Gledhill

Singapore’s healthcare industry received a significant boost from this transaction, with the creation of one vertically integrated healthcare platform expected to better address key forthcoming challenges over the coming years – such as a rapidly ageing population, rising healthcare costs and a growing prevalence of chronic diseases.

At the same time, this investment will enable the combined firm to tap into the digital healthcare opportunity in Southeast Asia, which has an estimated market size of $11 billion by 2027, according to Statista.

This is a notable strength that MHC brings to the deal via its tech leadership in the domestic healthcare sector.

More than three million patients per year will now benefit from a range of digital and physical services – from telemedicine, diagnostics and health screening, to specialist, ambulatory and in-patient care.

SOUTH ASIA -- Sale of controlling stake in FundsIndia

PARTICIPANTS: IIFL

The successful completion of this transaction has paved the way for other companies in India’s digital wealth management ecosystem to raise capital. Being a pioneer in online mutual fund distribution initially, FundsIndia evolved its offering into a full service online wealth management platform focussed on mid- and lower-income investors.

This drew strong interest from multiple strategic investors, which also delivered on the desire of the original private equity investors, along with management, to find an acquiror with a long-term strategic vision for the company, to support future expansion. WestBridge Capital was the eventual acquiror.

The deal also required careful management of multiple regulatory stakeholders. Given FundsIndia offers products catering to mutual funds, equities, fixed deposits and other investment products, several Indian regulatory authorities needed to grant approval for the sale.

Among the key achievements with this deal was its execution during a period when private equity investments in India dropped by around 60% due to persistent macro uncertainty, geopolitical headwinds and tight credit markets.

SOUTHEAST ASIA -- CVC’s acquisition of a stake in Samator Indo Gas (SIG)

PARTICIPANTS: UBS / ADVISORS: Hiswara Bunjamin & Tandjung, Clifford Chance, Milbank

This minority investment in a home-grown, family-owned business in Indonesia will help support the growth of the domestic economy, especially its industrial gas sector.

SIG is the country’s largest industrial and medical gas company, and the strategic partnership with CVC is expected to strengthen this position.

For example, the Harsono family, who will continue to retain control of SIG, will use the funds to invest in a new plant in Central Java – which will also become an area that will support the development of Indonesia’s electric vehicle industry.

Becoming comfortable with the various Indonesian regulatory issues required detailed due diligence on the listed target and its four operating subsidiaries, including the group’s 55 plant sites and around 160 filling station sites. Other key elements included reviewing a host of transaction documents, such as sale and purchase agreements, and assisting in the pre-completion and completion phases. This included monitoring the fulfilment of pre-completion deliverables and managing completion against more than 15 sellers.

BEST PROJECT FINANCE DEALS

NORTH ASIA -- Hai Long’s NTD$118 billion ($3.8 billion) offshore wind project non-recourse project financing

PARTICIPANTS: CTBC, Fubon Bank, Taiwan Life, Fubon Life, HSBC, Crédit Agricole CIB, ANZ, SMBC, Mizuho, MUFG Bank, Deutsche Bank, Standard Chartered, DBS, Korea Development Bank, Shinsei Bank, JBIC Direct Loan / ADVISORS: Linklaters, Clifford Chance, Lee and Li

This project stands out for several reasons. For Taiwan, it was the first offshore wind farm in the market to be banked on the basis of the new corporate power purchase regime.

For Asia Pacific, it was the largest non-recourse offshore wind project financing to date, with financing provided by over 15 international and local lenders, some of which were participating in offshore wind financing in Asia for the first time. There was also export credit agency support.

As a result, this was a highly-complex, multi-source finance transaction, with stakeholders spanning the globe, from Canada to Australia, and everywhere in between. For everyone involved, successfully closing this project was a significant achievement against the backdrop of challenging market conditions.

More broadly, it has the potential to help unlock the Asia Pacific’s offshore wind potential, demonstrating that it was still possible to deliver large-scale offshore wind projects in Taiwan and in the region.

BEST PROJECT FINANCE DEAL - ASIA WINNER

SINGAPORE -- Bayfront Infrastructure’s $410.3 million infrastructure securitisation

PARTICIPANTS: Citi, ING, OCBC, Société Générale, SMBC Nikko, Standard Chartered, GuarantCo / ADVISORS: Allen & Gledhill, Latham & Watkins, Clifford Chance

This transaction was further evidence of the importance of Bayfront’s securitisation programme in reinforcing Singapore’s status as a hub for infrastructure financing. While it was Bayfront’s fourth infrastructure asset-backed securities (IABS) deal, this latest issuance introduced novel features: a guarantee from GuarantCo for the unrated Class D notes; and the UK’s Foreign, Commonwealth & Development Office investing in the equity tranche as part of its Mobilising Institutional Capital Through Listed Product Structures programme.

Overall, the issuance saw demand from a variety of institutional and wholesale investors, giving them exposure to a portfolio of 40 individual loans and bonds, and 33 projects loans, across 15 countries and 10 industry sub-sectors.

This showed the ability of the transaction to help address the region’s infrastructure financing gap via new institutional capital, by issuing IABS and positioning it as a new asset class for investors to access project and infrastructure loans in Asia Pacific in a credit-enhanced structure.

SOUTH ASIA -- ReNew Power Private’s 44MW Round-The-Clock project

PARTICIPANTS: DBS, Crédit Agricole, Natixis, Société Générale

This project was a first-of-its-kind in India due to the signing of a Power Purchase Agreement for round-the-clock (RTC) supply of renewable energy. It will be the first constructed RTC project in the country as well as its largest single-project funding – as a result of securing the largest external commercial borrowings (ECB) project finance loan in India’s renewable sector.

Spanning across three states, the project consists of three wind farms and one solar farm with battery storage to provide 400 MW electricity on a RTC basis to government-owned Solar Energy Corporation of India.

More broadly, the project will be game-changing, by directly addressing the intermittent nature of renewable power, a crucial goal if India is to achieve its energy transition. The speed this transaction came together was also noteworthy; despite being financed by a consortium of 12 international lenders, from conception in late 2021, it achieved its financial close before the end of 2022 and is expected to generate its first electricity in 2024.

SOUTHEAST ASIA -- Dito Telecommunity’s $3.9 billion financing

PARTICIPANTS: Standard Chartered, Bank of China, ING / ADVISORS: Shearman & Sterling, Clifford Chance, Romulo Mabanta Buenaventura Sayoc & de los Angeles

Raising funds to improve the Philippines’ nationwide connectivity with faster and more secure 4G and 5G technology to meet ever-rising demand was also going to be a costly and complex task.

This project lived up to these expectations; its complex financing structure included multi-currency, billion-dollar commercial loans and a bespoke security and credit support package. This made it one of the largest long-term debts arranged for a corporation in the Philippines. It also signified the largest commercial loan ever insured by Sinosure in its history, and was the largest export credit agency-backed financing globally in recent years.

Some of the proceeds of the loan will be used to pay off existing short-term bridge loan facilities.

Being the third and newest telecommunications operator in the Philippines, Dito Telecommunity will now be better able to challenge PLDT and Globe in terms of internet and mobile phone services.

BEST PROPERTY DEALS

CHINA OFFSHORE -- China Fortune Land Development’s $4.96 billion offshore debt restructuring

PARTICIPANTS: Admiralty Harbour Capital / ADVISORS: Sidley Austin

This was a landmark deal amid the growing wave of Chinese real estate companies seeking large-scale debt restructurings of offshore liabilities.

China Fortune Land Development was one of the first property developers facing a payment default that required a holistic restructuring resolution after China introduced the ‘Three Red Lines’ policy in mid-2020.

To enable the company to resume its focus on its core business, and therefore on providing value for stakeholders, it secured the largest offshore restructuring transaction completed by a Chinese property developer. In addition, it was the only successful restructuring transaction at the time with a debt-to-equity swap element.

It also set a precedent for being the first English scheme of arrangement for a Chinese real estate business. Notably, scheme creditors holding 97.9% of the aggregate amount of scheme claims voted in favour of the scheme of arrangement.

BEST PROPERTY DEAL - ASIA WINNER

HONG KONG SAR -- Yuexiu Property’s HK$8.36 billion ($1.07 billion) rights issue

PARTICIPANTS: CICC, CITIC, DBS, Goldman Sachs, Morgan Stanley / ADVISORS: Baker McKenzie, Zhong Lun Law Firm, Linklaters, JunHe

Among the reasons this transaction stood out was its status as the first rights issue in Hong Kong after China’s new regulations on overseas securities offerings and listings of Chinese companies.

It was key to the company’s plans. For example, proceeds from the rights issue will be used for investment in core cities in the Greater Bay Area, the Eastern China Region and other key provincial capital cities, and for working capital.

Investors clearly bought into the story. Despite volatility in the Hong Kong stock market and sector-wide downward pressure among Chinese property stocks during the time, Yuexiu Property achieved over-subscription, with a subscription rate of around 115%.

By incorporating certain structural elements into the transaction for the benefit of shareholders, the offering won investor confidence. The parent company also provided irrevocable undertakings of not only its pro-rata entitlement, but also 50% of its excess application. In turn, this has set a new benchmark for the wider market.

NORTH ASIA -- KKR and Gaw Capital’s acquisition of Hyatt Regency Tokyo

ADVISORS: Simpson Thacher, Sidley Austin, Mori Hamada & Matsumoto, Nagashima Ohno & Tsunematsu

The opportunity to acquire an iconic hotel in Tokyo, at a time when Japan was recovering strongly as a leading travel destination after the pandemic, was too good to miss.

For KKR, the transaction was a milestone as its first ever hotel investment in Japan, to add to its Asia Pacific real estate portfolio. It was also the firm’s first joint venture with Hong Kong-based Gaw Capital.

For Gaw, meanwhile, this deal was a way to increase its Japanese focus, with the country a key part of its strategy in the region.

Both firms are banking on the upside from the jump in the number of inbound travellers from overseas and the hotel’s advantageous location in a global commercial hub. They will also renovate the guest rooms and public areas in the building to appeal to both corporate and leisure guests.

SINGAPORE -- Link REIT’s S$2.16 billion ($1.63 billion) acquisition of retail properties in Singapore

PARTICIPANTS: DBS / ADVISORS: Kirkland & Ellis, Allen & Gledhill, Rajah & Tann

This deal marked Link REIT’s first real estate foray into Singapore, and was also notable as Southeast Asia’s largest real estate transaction in 2022.

As part of the acquisition, which was funded through cash and debt, Link REIT bought two prime retail properties in Singapore. It also entered into a 10-year asset and property management service agreement for a suburban retail mall. With these assets in its portfolio, Link REIT is now one of the top 10 retail asset owners in Singapore.

The deal involved multiple sale and purchase agreements, with the completion of the sale of the properties required to take place concurrently.

Link REIT was also keen to use the deal as a launchpad for a locally-based team, and to help it expand further into other asset classes and strategies in Asia Pacific.

SOUTHEAST ASIA -- GDS IDC Services’ RM1.266 billion ($270 million) secured green term loan facility

PARTICIPANTS: BOC, OCBC, Standard Chartered, UOB

This project not only represents a significant foreign direct investment into Malaysia, but also highlights GDS’ sustainability commitment.

It was the largest syndicated green financing the company had secured to date – and its first in ringgit – with proceeds to be used for the completion of a data centre campus, to fuel the business with green energy.

More specifically, the target campus has an array of sustainable initiatives, including using prefabricated infrastructure and liquid-cooling solutions.

The deal was another stepping stone for GDS towards the company fulfilling its aspiration to become the first data centre operator to achieve carbon neutrality in this region.

For Malaysia, the sizeable nature of the transaction points to confidence in the country’s potential to be a key data centre hub in Asia.

BEST STRUCTURED FINANCE DEALS

HONG KONG SAR -- HKMC’s $404.78 million Bauhinia ILBS 1 issuance

PARTICIPANTS: ING Bank, MUFG Bank, Standard Chartered / ADVISORS: Linklaters, Clifford Chance

With the debut issuance of Bauhinia 1, HKMC has joined a select group of infrastructure securitisation issuers globally, while also helping to deepen Asia’s infrastructure securitisation landscape with this transaction.

In Hong Kong, as the first public securitisation since Covid-19, it also marked the first issuance of infrastructure loan-backed securities under the HKMC’s pilot scheme on infrastructure financing securitisation.

Further, the capital structure of Bauhinia 1 includes a $100 million tranche backed by sustainable, green and social assets. This sustainability tranche achieved a 10 basis points ‘greenium’, a level previously not seen.

The deal is also a milestone for mobilising institutional capital to finance infrastructure projects across various host countries. In this way, it can propel Hong Kong as the premier overseas financing platform under China’s “Belt and Road” initiative.

With a portfolio of 35 project and infrastructure loans in 12 countries, Bauhinia 1 will enable the local infrastructure financing market to become more vibrant and diversified across multiple geographies and sectors.

NORTH ASIA -- BMW’s Bavarian Sky Korea 6th’s KRW450 billion ($340 million) senior Class A bonds public securitisation

PARTICIPANTS: Société Générale

Although this transaction was the issuer’s sixth from its now well-established public asset-backed securities (ABS) programme in Korea, it is the largest public of the ABS issuances that BMW Financial Services Korea has successfully completed.

To achieve that, the deal was structured with credit enhancement both in subordination and contingent credit line facility, while remaining AAA rated by two local rating agencies in Korea. The lead time was also relatively short for executing the issuance.

The transaction is composed of 37 tranches, with all bullet principal repayments running over 37 months, with the longest-dated tranche maturing in May 2026 offering terms satisfying various investor preferences in relation to tenor as well as corresponding yield.

Overall, the issuance was able to attract strong support from substantial institutional investors in the local market, with investors comfortable with the quality of the asset portfolio.

BEST STRUCTURED FINANCE DEAL - ASIA WINNER

SINGAPORE -- Advent International’s S$265 million ($199 million) senior unitranche facility for The Learning Lab

PARTICIPANTS: Nomura

This deal was notable for several innovative features. Firstly, it involved a dual-track refinancing process, for the purpose of determining whether a senior unitranche or a combination of senior bank loan plus a subordinated mezzanine loan would be most desirable for investors.

Secondly, the decision to opt for the unitranche led to this becoming one of the largest financings of its type done in Asia ex-Australia.

Thirdly, by tapping into both the bank and institutional markets, investors can expect to see new financing solutions going forward in the form of a template approach.

A good understanding of the credit market was a key factor in being able to successfully weigh up the different financing structures, to ensure the competitive tension among investors.

For investors, this was a relatively unusual yet high-quality asset, leading to high demand despite disruption due to the pandemic.

SOUTH ASIA -- HGS Healthcare Services’ $755 million dividend recapitalisation facility

PARTICIPANTS: DBS, Sinopac, CTBC, Deutsche Bank, Esun, HSBC, KDB Asia, Korea Development Bank Hong Kong Branch, MUFG Bank, SCB, SMBC

Even a market environment of volatility and rising interest rates didn’t dampen interest in this transaction. It turned out to be India’s largest dividend recapitalisation deal in 2023, with the facility proving to be well-received among investors.

A long list of banks participated in the general syndication, culminating in over 20 lenders – including some which were new to this industry sector. Ultimately, it became one of the most widely syndicated leveraged finance transactions of the year.

The loan proceeds were also raised in a relatively short timeframe – less than 12 months – since the original leveraged buyout transaction was completed.

Also notable about the recapitalisation facility was its structure as an environmental, social and governance (ESG) linked loan, with key performance indicators based on factors such as greenhouse gas emissions, renewable energy consumption and gender diversity, among others. This made it one of the first syndicated ESG-linked facilities to come from India’s leveraged loan market.

SOUTHEAST ASIA -- Poseidon ABS’ up to RM320 million ($69 million) asset-backed medium term notes (MTNs)

PARTICIPANTS: Maybank Investment Bank

The inaugural issuance of asset-backed MTNs under a new programme was a milestone for Sea Group, the largest listed consumer internet company in Southeast Asia, which was making its debut issuance in the Asean-rated debt capital markets. This established the company’s credit profile for domestic investors plus set a benchmark for any future fundraising efforts.

At the same time, the deal saw the development of a new asset class for Asean-rated fixed income – a ‘buy now pay later’ (BNPL) receivables-backed MTN – to add variety and diversity to the market’s debt offerings.

It is also a structure that has the potential to become an alternative funding source for other BNPL providers.

The success of the transaction relied on various innovative structural mechanisms and credit enhancements to safeguard investor interest without compromising the issuer. The issuer also leveraged the scarcity value and unique nature of the asset class to secure demand while also addressing concerns about market volatility.

BEST SUSTAINABLE FINANCE DEALS

CHINA OFFSHORE -- Tianqi Lithium Australia Investments’ $400 million sustainability-linked term loan facility

PARTICIPANTS: Standard Chartered, BNP Paribas, Ping An Bank, Hua Xia Bank, ING Bank, Industrial Bank, Bank of East Asia

As the first sustainability-linked syndicated term loan in China’s lithium industry, this transaction created a landmark for the domestic new energy vehicle battery industry.

It was also rewarding for the borrower to close this deal – its flagship offshore syndicated loan, exactly when market conditions were unfavourable. Yet the firm turned this into an advantage in several ways, including (among others) seeking offshore bank investors to diversify financing channels, and emphasising its social commitments towards China’s goal to become carbon neutral.

The structuring saw sustainability performance targets linked specifically to greenhouse gas emissions and water consumption.

Also required was a diligent approach to manage the supplemental documentation process to the sustainability-linked loan structure, with second-party opinion providers needed to review the proposed ESG margin adjustment amendments to ensure that they were in line with the sustainability-linked loan principles.

CHINA ONSHORE -- Ant Group’s conversion of $6.5 billion syndicated loan facility into sustainability-linked loan

PARTICIPANTS: Citigroup

This conversion from a syndicated loan facility into a sustainability-linked loan (SLL) represented the first ever syndicated SLL for a Chinese technology, media and telecommunications (TMT) company.

It also set a regional precedent, being the largest ever SLL in Asia Pacific. Globally, meanwhile, it was the third largest SLL issued in 2022.

The objective for Ant Group was to align with its environmental, social and governance (ESG) strategy, and further optimise the company’s capital structure. To help achieve that, the facility features a tiered two-way pricing mechanism, with interest margin adjustments linked to pre-determined sustainability performance targets based on key performance indicators (KPIs).

Investors liked the fact that the deal had structured pricing benefits awarding ESG achievements.

Other TMT companies can now look to this SLL as a benchmark when setting KPIs to address environmental and social topics.

HONG KONG SAR -- Swire Properties’ CNH3.2 billion ($450 million) Reg S senior unsecured green dim sum bond public bond offering

PARTICIPANTS: HSBC, Bank of China (Hong Kong), BofA Securities, ICBC (Asia), Mizuho

This transaction signifies the first ever Hong Kong corporate green dim sum bond in the public market, creating an effective route to channel local currency funding to sustainable finance.

This was impressive given it was the issuer’s inaugural dim sum public bond issuance. Further, it was the first time a Hong Kong corporate had returned to the public dim sum bonds market since 2019.

Other ‘firsts’ included the largest ever corporate green dim sum bond issuance and the largest corporate dim sum bond issuance since 2016.

These landmarks contributed to high demand and strong momentum, leading to the order book swelling to over 1.5-times oversubscription.

The deal was part of an important year of sustainability for the issuer, which was celebrating 50 years of sustainable urban development. The plan for the proceeds of this deal was to support investment in China, to expand the design and building of iconic retail-led mixed-used landmarks that possess high green credentials.

NORTH ASIA -- SK Hynix’s $2.5 billion multi-tranche offering of sustainability-linked and green notes

PARTICIPANTS: Citi, BNP Paribas, BofA, Crédit Agricole CIB, HSBC, MUFG Bank / ADVISORS: Cleary Gottlieb

Already known for being a record-breaker among Korean corporates in the international bond market, the issuer set a new precedent when it became the first Korean issuer and first semiconductor manufacturer globally to offer a sustainability-linked bond (SLB). The transaction was also the first concurrent offering of an SLB and green bond in the same currency.

The deal was well-received, achieving the largest benchmark offering among Korean corporate borrowers, despite concerns at the time of launch surrounding slowdown in the semiconductor memory industry.

The total combined order book of $15.4 billion came on the back of a solid investor bid across all tranches, especially the 10-year one. Such demand enabled the company to tighten final pricing by 50 basis points from initial price guidance, believed to be the largest compression among Asia ex-China US dollar senior issues since 2022.

Ultimately, the combination of the 10-year green bond and five-year SLB reinforced SK Hynix’s commitment to climate action.

BEST SUSTAINABLE FINANCE DEAL - ASIA WINNER

SINGAPORE -- Bayfront Infrastructure’s $410.3 million infrastructure securitisation

PARTICIPANTS: Citi, ING, OCBC, Société Générale, SMBC Nikko, Standard Chartered, GuarantCo / ADVISORS: Allen & Gledhill, Latham & Watkins, Clifford Chance

This transaction was further evidence of Bayfront’s ability to innovate as part of its securitisation programme, this time in terms of sustainability. 

While it was Bayfront’s fourth infrastructure asset-backed securities deal, this latest issuance introduced novel features: a guarantee from GuarantCo for the unrated Class D notes; and the UK’s Foreign, Commonwealth & Development Office investing in the equity tranche as part of its Mobilising Institutional Capital Through Listed Product Structures (MOBILIST) programme.

From a sustainability standpoint, of the five classes of notes offered to investors, there was a dedicated tranche backed by eligible green and social assets. This sustainability focus was also a key driver of participation by GuarantCo and MOBILIST, especially since Bayfront sought three separate pre-issuance eligibility assessments from a use of proceeds perspective.

Overall, the issuance saw demand from a variety of institutional and wholesale investors, giving them exposure to a portfolio of 40 individual loans and bonds, and 33 projects loans, across 15 countries and 10 industry sub-sectors. It was a worthy winner of this award.

SOUTH ASIA -- Gravita Netherlands’ €34 million ($37.3 million) ESG fund raise

PARTICIPANTS: Azalea Capital Partners

As a pioneer in metal recycling and the largest player in the Indian market, the borrower was keen to focus on sustainable financing to align with its involvement in the circular economy.

The facility was important to fill a funding gap. Traditional financing fell short of meeting the requirements of various projects and initiatives due to rigid terms like inflexibility in tenor, moratorium and security.

Gravita Netherlands was also able to overcome concerns about it being a first-time international borrower through collaboration between the lenders, borrowers and advisors, to raise awareness, build trust and credibility around environmental, social and governance norms.

In line with this, the funding structure helped to address various issues. For example, it was long-term in nature, to help Gravita Netherlands orient towards long-term investments in sustainable development. It also met UN Sustainable Development Goals on employment and social welfare.

Further, raising funds in euros served as a natural hedge given this matches the functional currency for its overseas operations.

SOUTHEAST ASIA -- reNIKOLA II’s up to RM390 million ($84 million) Asean green SRI Sukuk

PARTICIPANTS: Hong Leong IB, MIDF Amanah Investment Bank

This issuance marked the first certified climate Sukuk in Malaysia and globally, heralding a new milestone for the Malaysian capital markets in terms of promoting the growth of sustainable debt in the renewable energy sector, as well as the growth of climate financing more generally.

The certification was testament to the issuer’s commitment to align use of proceeds with the 1.5°C pathway in the Paris Agreement.

Structurally, the transaction encompassed both Shariah-compliant elements and global environmental, social and governance standards.

The success of this deal could be seen by a positive response from a wide range of fixed income investors, resulting in an oversubscription of nearly three times the issue size.

This will set a benchmark for best practice in this evolving market, especially since the issuer’s Asean green SRI Sukuk programme was verified against the pre-issuance requirements under the Climate Bonds Standard by RAM Sustainability, in addition to RAM Rating’s AA2 credit rating.

BEST SYNDICATED LOAN DEALS

CHINA OFFSHORE -- Zhongyu Energy’s $175 million and HK$1.75 billion term loan facility

PARTICIPANTS: Bank of China (Hong Kong), Deutsche Bank, Singapore Branch, Standard Chartered Bank (Hong Kong) / ADVISORS: Hogan Lovells

The successful completion of this dual-currency green loan facility has enabled the company to refinance the group’s existing indebtedness, and to fund its general working capital needs and finance eligible green projects.

Zhongyu Energy was also able to meet its funding requirement with a tight refinancing timetable, helped by accurate pricing that garnered the support of 12 participating banks and financial institutions across mainland China, Hong Kong, Macau, Taiwan and Korea. It resulted in a transaction around 1.72 times oversubscribed.

This was a notable success given distribution challenges with loan issuance around the time of the deal. These were due largely to investors growing more risk-adverse amid the volatile market environment and unexpectedly muted growth in the Chinese economy post-Covid.

The loan also capitalised on lower blended interest overall to achieve cost savings; it took advantage of lower Hibor rates as compared with the Secured Overnight Financing Rate at the time, introducing the dual-currency structure by adding a Hong Kong dollar tranche.

CHINA ONSHORE -- Sinopharm Holding (China) Finance Leasing’s Rmb1.6 billion ($230 million) sustainable facility

PARTICIPANTS: DBS, Mizuho, OCBC

The transaction marked China’s largest sustainable pharmaceutical-related leasing deal in 2023, and the first sustainable syndication loan by the borrower. The facility attracted a strong market response despite market headwinds such as intensive pricing competition in the onshore lending market and a limited leasing quota among banks. Nevertheless, the deal ended up being oversubscribed, with 11 foreign lenders taking part.

Stringent monitoring of how the loan was used ensured it supported specific types of public hospitals, as well as pharmaceutical projects as well as other non-pharmaceutical projects. Especially pleasing for Sinopharm in this deal was the fact that the facility enabled it to deepen relationships with various foreign banks.

HONG KONG SAR -- Tricor and Vistra’s $1.66 billion incremental first-lien term loan

PARTICIPANTS: HSBC, Goldman Sachs, Barclays, Deutsche Bank, BNP Paribas, Citi, Crédit Agricole, Morgan Stanley, MUFG Bank, Nomura, Standard Chartered

This was the largest-ever multi-currency term loan B (TLB) issuance by an Asian credit, as well as being the first US-governed covenant-lite TLB to provide a Hong Kong dollar tranche.

It was quite a rare transaction, with complex syndication due to the involvement of different capital markets. As a result, a three-step syndication process was used, in turn helping to attract investor interest and maximise liquidity.

This was apparent from feedback during an early pre-marketing phase in Asia, which positioned the deal well for its subsequent senior phase and general syndication in the US and Europe.

Ultimately, liquidity came from Asian-based accounts across a broad range of commercial banks and institutional investors, and primarily new money – some being first-time lenders to the TLB structure. This reflected appetite for high-quality underlying credits at a time of macro headwinds.

SINGAPORE -- Wii Pte’s $1.7 billion syndicated loan facility

PARTICIPANTS: DBS, BOC, HSBC, MUFG Bank, OCBC, UOB / ADVISORS: Norton Rose Fulbright

This was a stand-out loan for the local market, especially given the response it received.

More specially, strong interest from lenders during the syndication phase led to the loan size being increased from the original amount of $1.2 billion, to partially accommodate some of the 2.6-times oversubscription.

A total of 37 diverse lenders ended up supporting the facility, used to finance general corporate and working capital requirements of the parent company and its subsidiaries, including refinancing existing debt.

The success of the syndication effort was impressive given that it happened during a time of global uncertainty around geopolitical tension and elevated interest rates. Further, commodities were also hit by headwinds such as volatile pricing.

This required guidance about the credit and a well-executed strategy to ensure investor comfort and commitment.

SOUTH ASIA -- Reliance Industries’ $5 billion equivalent long term syndicated facility

PARTICIPANTS: ANZ, BofA, BNP Paribas, Bank of Nova Scotia, Citi, Crédit Agricole, DBS, First Abu Dhabi Bank, HSBC, Mizuho, MUFG Bank, SMBC, Standard Chartered, State Bank of India WBB Bahrain, UOB

When Reliance Industries and its telecoms arm, Jio Infocomm, raised $5 billion in back-to-back foreign currency loans, it signalled the largest syndicated loan in Indian corporate history.

The transaction was also the largest loan fund raising for Reliance, and came after its absence from the syndicated market of around three years. This led to a premium to previous facilities in recognition of rising costs of funds for most banks, along with the substantial transaction they were trying to raise for capex purposes.

However, Reliance ended up securing $3 billion from 55 banks. Meanwhile, Jio Infocomm raised an extra $2 billion from 18 banks.

The companies could therefore meet their objectives – for Reliance, to direct funds raised towards its capital expenditure, with Jio Infocomm looking to finance its nationwide 5G network rollout.

BEST SYNDICATED LOAN DEAL - ASIA WINNER

SOUTHEAST ASIA -- TRUE Corporation’s $2.3 billion senior syndicated term loan facility

PARTICIPANTS: BNP Paribas, DBS, Natixis, OCBC, Standard Chartered, SMBC, UOB

The successful structuring and execution of this deal represented one of the largest syndicated loan transactions for a Thailand telecommunication company.

This was also the first time that the borrower – itself a newly amalgamated entity – had used a syndicated loan. Its intention was to create a backstop facility to refinance maturing indebtedness and to find general corporate purposes.

The facility was a good choice of instrument. It created one of the largest syndicated loans in the Asean region and enabled TRUE Corporation to diversify its lender base to 21 international institutions. Plus, including a US dollar syndicated facility was a milestone as it gave the newly-amalgamated firm a new credit profile in the loan markets.

BEST VENTURE CAPITAL DEALS

SINGAPORE -- Openspace Ventures’ investment in Pickup Coffee’s $40 million funding round

ADVISORS: Allen & Gledhill

This transaction stood out for the significant increase it created in the valuation of Pickup Coffee, a Philippine-based grab-and-go coffee start-up. In raising $40 million in its latest funding round anchored by Go-Ventures, an investment firm backed by Indonesia’s GoTo, Pickup Coffee’s valuation soared from $9.5 million to $130 million.

This reflects the popularity of the business since its launch in 2022 – cemented by it offering premium coffee at affordable prices, and below the cost at most branded coffee shops.

After initially raising $1 million in seed funding, the coffee chain start-up now has over 60 branches across the Philippines after starting as a delivery-only service in Manila.

The company will tap the funding to further expand nationwide, including using celebrities and influencers to drive its marketing activities.

BEST ASIA DEALS – HIGHLY COMMENDED

BEST BOND DEALS

CHINA OFFSHORE -- CSC Financial's Rmb3 billion ($421 million) 2-year and 3-year dim sum bond

PARTICIPANTS: China CITIC Bank International

CHINA ONSHORE -- NWS Holdings' Rmb1.5 billion ($210.5 million) 3-year 3.90% Medium Term Notes (Panda Bonds) in the China Interbank Bond Market

PARTICIPANTS: Deutsche Bank

HONG KONG SAR -- HKMC's Triple-tranche HK$9.5 billion ($1.2 billion) 2-year, CNH 5 billion ($701.7 million) 3-year and $650 million 5-year social notes issuance

PARTICIPANTS: BOCHK, Citi, Crédit Agricole CIB, HSBC, Standard Chartered, ANZ, BNP Paribas, DBS, Mizuho, UOB, CITIC, CCB Asia, ICBC, JP Morgan

NORTH ASIA -- Chimei Corporation's and Far East New Century's sustainability-linked bonds

PARTICIPANTS: Yuanta Securities

SOUTH ASIA -- Bharti Telecom's Rs45 billion ($541.6 million) 2-year and 3-year bond

PARTICIPANTS: Axis Bank

SOUTHEAST ASIA  -- Gulf Energy Development's THB35 billion ($985.8 million) senior and unsecured debentures

PARTICIPANTS: Bangkok Bank, Bank of Ayudhya, Kasikorn Bank, Krung Thai Bank, TMBThanachart Bank, Standard Chartered, The Siam Commercial Bank, Maybank Securities, UOB

BEST EQUITY DEALS

SINGAPORE -- CapitaLand Ascendas REIT's S$500 million ($372 million) private placement

PARTICIPANTS: DBS, JP Morgan, OCBC  / ADVISORS: Allen & Gledhill

SOUTHEAST ASIA -- ACEN's up to PHP25 billion ($447.2 million) perpetual preferred shares offering

PARTICIPANTS: BDO, BPI, China Bank Capital, PNB, RCBC, SB

BEST INFRASTRUCTURE DEALS

SINGAPORE -- City Energy's S$400 million ($297.6 million) refinancing

PARTICIPANTS: Citi

SOUTHEAST ASIA -- DITO Telecommunity's $3.9 billion 15-year debt financing

PARTICIPANTS: Standard Chartered / ADVISORS: Shearman & Sterling

BEST IPOS

SOUTHEAST ASIA -- DXN Holdings' RM652.9 million ($138.4 million) IPO

PARTICIPANTS: CIMB, Maybank

BEST ISLAMIC FINANCE DEALS

SOUTHEAST ASIA -- reNIKOLA Solar II's up to RM390 million ($82.7 million) Asean green SRI Sukuk

PARTICIPANTS: Hong Leong IB, MIDF Amanah Investment Bank

BEST M&A DEALS

CHINA OFFSHORE -- Geely Auto's €8 billion ($8.7 billion) hybrid powertrain JV with Renault

PARTICIPANTS: BNP Paribas

SINGAPORE -- SATS' €1.19 billion ($1.3 billion) cash acquisition of Worldwide Flight Services

PARTICIPANTS: Latham & Watkins  / ADVISORS: Allen & Gledhill

SOUTH ASIA -- Merger of Sony India with Zee Entertainment Enterprises

PARTICIPANTS: KPMG, JP Morgan, Morgan Stanley

SOUTHEAST ASIA -- $7.5 billion (enterprise value) privatisation of MPIC by a consortium of First Pacific, GT Capital, Mitsui/JOIN, MIG

PARTICIPANTS: UBS

BEST PROJECT FINANCE DEALS

SOUTH ASIA -- Unique Meghnaghat Power's $463 million 15-year project finance term loan

PARTICIPANTS: Asian Infrastructure Investment Bank, DEG, OFID, Standard Chartered

SOUTHEAST ASIA -- Yinson Bergenia's $720 million syndicated loan facility for Maria Quitéria

PARTICIPANTS: HSBC, ING Bank, JP Morgan, Maybank, Natixis, Standard Chartered, UOB

BEST PROPERTY DEALS

CHINA OFFSHORE -- Treasure Abundance / Beijing Dongfang Wenhua's $421 million refinancing

PARTICIPANTS: Standard Chartered

HONG KONG SAR -- Hongkong Land's $400 million senior unsecured fixed rate notes

PARTICIPANTS: DBS  / ADVISORS: Linklaters

SOUTHEAST ASIA -- Land & Houses' THB8 billion ($225.4 million) fixed rate and zero coupon senior unsecured bonds

PARTICIPANTS: UOB

BEST STRUCTURED FINANCE DEALS

SINGAPORE -- Bayfront Infrastructure's $410.3 million infrastructure securitisation

PARTICIPANTS: Citi, ING, OCBC, Société Générale, SMBC Nikko, Standard Chartered, GuarantCo / ADVISORS: Allen & Gledhill, Latham & Watkins

SOUTH EAST ASIA -- Exsim Capital Resources' RM300 million ($63.6 million) special-purpose funding vehicle (Tranche 4)

PARTICIPANTS: NewParadigm Capital Markets, UOB Malaysia

BEST SUSTAINABLE FINANCE DEALS

HONG KONG SAR -- HKMC's $404.78 milllon Bauhinia ILBS 1 issuance

PARTICIPANTS: ING Bank, MUFG Bank, Standard Chartered

NORTH ASIA -- Hai Long's NT$118 billion ($3.7 billion) offshore wind project non-recourse project financing

PARTICIPANTS: CTBC, Fubon Bank, Taiwan Life, Fubon Life, HSBC, Crédit Agricole CIB, ANZ, SMBC, Mizuho, MUFG Bank, Deutsche Bank, Standard Chartered, DBS, Korea Development Bank, Shinsei Bank, JBIC Direct Loan

SINGAPORE -- The Government of Singapore's S$2.8 billion ($2.1 billion) 3.00% green bonds

PARTICIPANTS: Citi, DBS, OCBC, Standard Chartered, UOB / ADVISORS: Allen & Gledhill

SOUTH ASIA -- Runner Automobiles' BDT2.67 billion ($24.3 million) sustainability bond

PARTICIPANTS: GuarantCo, Green Delta Capital

SOUTHEAST ASIA -- Minor International's €500 million ($544 million) syndicated sustainability-linked loan

PARTICIPANTS: Standard Chartered, SMBC

BEST SYNDICATED LOAN DEAL BY MARKET

SOUTHEAST ASIA -- Resorts World Las Vegas's $800 million senior secured credit facility

PARTICIPANTS: Citi

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