The international law firm Milbank, Tweed, Hadley & McCloy recently advised on five significant international capital markets transactions in the Philippines involving issuers across the power, banking, real estate and ports industries. The issuers include SMC Global Power Holdings Corp. (SMC Global Power), Vista Land & Lifescapes, Inc. (Vista Land), International Container Terminal Services, Inc. (ICTSI), China Banking Corp. (Chinabank) and 8990 Holdings, Inc. (8990 Holdings). The five transactions, all completed from late April to early May, encompassed a broad range of capital markets products in both the equity and debt spaces.
SMC Global Power
Milbank advised a consortium of seven joint lead managers including Bank of America Merrill Lynch, Credit Suisse, DBS, Deutsche Bank, HSBC, Mizuho and Standard Chartered Bank, on the US$300 million offer of undated subordinated capital securities by SMC Global Power, the power arm of San Miguel Corp., one of the Philippines’ largest conglomerates. The proceeds from the transaction, which was more than three times oversubscribed, will be used to finance SMC Global Power’s investments in power-related assets.
Vista Land
Milbank advised HSBC and DBS as joint dealer managers and joint lead managers with respect to Vista Land’s cash tender offer for its existing 8.25% Guaranteed Notes due 2015 and the subsequent new issuance by its subsidiary, VLL International, Inc., of US$225 million 7.45% Guaranteed Notes due 2019. Vista Land is one of the Philippines’ leading residential property developers, and the transaction marked the first international corporate bond issuance out of the Philippines in 2014.
ICTSI
Milbank advised Credit Suisse as dealer on a US$75 million drawdown from ICTSI's existing US$1 billion medium term note program. This was a successful tap of ICTSI existing US$207,502,000 5.875% notes due 2025. The funds will be used by ICTSI to fund new port projects.
Chinabank
Milbank acted as sole international counsel to Citigroup and JP Morgan in relation to Chinabank’s approximately US$180 million (approximately Php 8 billion) stock rights offering. Chinabank is one of the leading banks in the Philippines and an affiliate of the SM Group of companies. The offering was available to all eligible shareholders in the Philippines and outside the United States. The Chinabank rights offering marked the third international stock rights offering from a Philippine bank in 2014, all of which involved the Milbank team.
8990 Holdings
Milbank advised UBS and Religare Capital markets in relation to the approximately US$180 million (Php8 billion) follow-on equity offering of 8990 Holdings, a leading mass housing developer in the Philippines. The transaction also involved cornerstone investments by affiliates of each of TPG Capital and Khazanah Nasional Berhad, representing only the second time a Philippine equity transaction involved a significant cornerstone investor tranche.
Global Securities Partner James Grandolfo commented, “We are delighted to have advised on five of the most recent international capital markets transactions out of the Philippines. The success of these deals and the variety of the capital markets products involved, underscores the strong profile of Philippine issuers with international investors, the general maturing of the Philippine capital markets and the overall strength of the Philippine economy.”
The Milbank team for all transactions was led by partner James Grandolfo and counsel Paul Pery. Partners Giles Kennedy and Naomi Ishikawa, senior associates Kurt Sherwood and Jessica Zhou and associates Mindy Allen, Adam Heyd and York Wu also assisted on the transactions.
About Milbank
Milbank, Tweed, Hadley & McCloy LLP is a leading international law firm that has been providing innovative legal solutions to clients throughout the world for more than 145 years. Milbank is headquartered in New York and has offices in Beijing, Frankfurt, Hong Kong, London, Los Angeles, Munich, São Paulo, Singapore, Tokyo and Washington, DC.
The firm’s lawyers provide a full range of legal services to the world’s leading commercial, financial and industrial enterprises, as well as to institutions, individuals and governments. Milbank’s lawyers meet the needs of its clients by offering a highly integrated and collaborative range of services across key practice groups throughout its global network. Milbank’s integrated practice is underpinned by its attorneys’ acknowledged technical excellence, sector expertise and a strong tradition of innovation and client service.
