The international law firm Milbank, Tweed, Hadley & McCloy LLP has recently advised on successful capital markets transactions for International Container Terminal Services, Inc. (ICTSI), Megawide Construction Corporation (Megawide), BDO Unibank, Inc. (BDO) and Pilipinas Shell Petroleum Corporation (Shell Philippines).
ICTSI
Milbank advised Citigroup, HSBC and Standard Chartered Bank as dealer managers in connection with a tender offer for Royal Capital B.V.’s (“Royal Capital”) 6.25% senior perpetual capital securities callable in 2019 and 5.50% senior perpetual capital securities callable in 2021 (together, the “Old Perpetual Securities,”) both guaranteed by ICTSI, to tender Old Perpetual Securities for cash (the “Tender Offer”). Holders who tendered their Old Securities also had the option of priority allocation in a concurrent new issuance by Royal Capital of US$375,000,000 senior perpetual capital securities, guaranteed by ICTSI (the “New Perpetual Securities”). Milbank likewise advised Citi, HSBC and Standard Chartered Bank as joint lead managers for the offering of New Perpetual Securities.
The transaction was significant in several respects. The Tender Offer was the first such transaction targeting repurchase of US dollar perpetual securities in Asia in 2016. In addition, the New Perpetual Securities achieved the longest non-call date (callable in 2024) for any Asian corporate hybrid security to date. ICTSI remains the only Philippine issuer to have offered US dollar senior perpetual securities in the international debt capital markets. This deal has won a number of deal of the year awards, including Finance Asia’s Philippine Deal of the Year 2016.
ICTSI is one of the largest port operators in the world, and operates a total of 30 common user container terminals located in 20 countries, with a focus on facilities having total annual throughputs ranging from 50,000 to 2,500,000 twenty-foot equivalent units.
Megawide
Milbank advised CLSA Limited, acting as sole global coordinator and sole bookrunner for the US$50 million private placement of treasury shares by diversified infrastructure conglomerate Megawide Construction Corporation. The transaction, which was done by way of an overnight accelerated bookbuild, was multiple times oversubscribed and marked the first time Megawide has sold shares in an international equity offering.
Megawide is one of the Philippines leading diversified construction companies. A preferred contractor for vertical developments, Megawide now has ventures in infrastructure, manufacturing, real estate development and power.
BDO
Milbank advised Standard Chartered Bank as arranger and a syndicate of dealers in relation to BDO’s update of its US$2 billion EMTN program; subsequently, the firm advised Standard Chartered Bank and UBS as Joint Lead Managers in BDO’s issuance of US$300 million 2.625% senior notes due 2021 drawn down from the EMTN program.
The issuance, which was over three times oversubscribed as a result of strong demand from Asian investors, was particularly significant for achieving the lowest ever coupon for any dollar bond for a Philippine corporate issuer.
BDO is the largest bank in the Philippines, and is part of the SM Group of companies owned by Henry Sy.
Pilipinas Shell Petroleum Corporation
Milbank advised J.P. Morgan and BPI Capital, as joint global coordinators and underwriters, on the US$400 million initial public offeirng of Pilipinas Shell Petroleum Corporation (Shell Philippines). Shell Philippines sold 330 million shares, including 30 million shares to cover overallotments at a price of P67.00 per share.
The proceeds of the IPO will be used for Shell Philippine's capital expenditures, working capital and general corporate purposes. Shell currently has more than 900 retail service stations across the country and plans to expand its retail network to 1,220 stations by 2020. It also has a major refinery located in Batangas and is one of only two integrated refining and marketing companies in the Philippines.
Capital markets partner James Grandolfo commented, “We are delighted to have acted on these four successive and successful transactions out of the Philippines. Although the number of international securities transactions out of the Philippines has been limited this year, these deals underscore the attractiveness of Philippine issuers and their credit to international investors. We are delighted for Milbank to have played a part in these important international capital markets transactions, cementing our place as the leading international law firm in the Philippine market.”
The Milbank team for these transactions was led from Hong Kong by partner James Grandolfo and counsel Paul Pery, with support from associates Kurt Sherwood, Adam Heyd, York Wu and Ari Singzon.
About Milbank
Milbank, Tweed, Hadley & McCloy LLP is a leading international law firm that provides innovative legal services to clients around the world. Founded in New York 150 years ago, Milbank has offices in Beijing, Frankfurt, Hong Kong, London, Los Angeles, Munich, São Paulo, Seoul, Singapore, Tokyo and Washington, DC.
Milbank’s lawyers collaborate across practices and offices to help the world’s leading commercial, financial and industrial enterprises, as well as institutions, individuals and governments, achieve their strategic objectives.
