HONG KONG, June 22, 2009 – Milbank represented Lumena Resources Corp. in its US$149 million initial public offering on the Hong Kong Stock Exchange last week. The successful offering reflected the recent recovery of Asian equity markets and is the second-largest IPO on the HKSE this year. Lumena is the world’s second-largest producer of the nardite, which is mainly used for the manufacture of detergents and in the Kraft process of paper pulping. Lumena is incorporated in the Cayman Islands and all its mines and operations are in Sichuan Province in China.
The joint global coordinators of the offering were Credit Suisse, BOC International and Macquarie Capital. The offering included Rule 144A, Regulation S and Hong Kong tranches.
Concurrently with the IPO, Milbank also advised Lumena on the restructuring of its US$100 million secured pre-IPO loan with warrants arranged by Credit Suisse. The restructuring involved a partial repayment of the loan from the IPO proceeds, the participation of warrant holders in the IPO and a virtually unsecured post-IPO loan.
“The offering is a good example of Milbank’s ability to quarterback a complex offering process across several jurisdictions involving Chinese, Hong Kong, Cayman Islands and New York legal issues,” said Douglas Tanner, the practice group leader of Milbank’s Global Securities Group.
Milbank first represented Lumena in 2006 in connection with its US$100 million pre-IPO loan with warrants. The IPO process was halted in mid-2008 after the Sichuan earthquake and the global capital markets collapse. The IPO process restarted earlier this year, culminating in the successful IPO.
The Milbank team was led by Mr. Tanner in New York and Anthony Root, managing partner in Beijing and Hong Kong and head of Asia Corporate Practice, and included associates Andrew Yang and Wei Xiao and legal assistant Michael Lu in Hong Kong. Substantially all meetings were conducted primarily in Mandarin.
Lumena was also advised by Li & Partners as to Hong Kong law, Grandall Legal Group (Shanghai) as to PRC law and Appleby as to Cayman/BVI law. The Joint Global Coordinators were advised by Shearman & Sterling LLP as to US law, Mallesons Stephen Jaques as to Hong Kong law and Jun He Law Offices as to PRC law.
Milbank, Tweed, Hadley & McCloy LLP is a leading global law firm that for more than 140 years has provided innovative legal solutions in many of the world’s largest, most complex and innovative corporate transactions. Our transactional expertise includes Acquisition Finance, Project Finance, Capital Markets, Corporate Finance and other major fields of law practice. Headquartered in New York, Milbank has 10 offices worldwide, including Beijing, Hong Kong, Singapore and Tokyo.