May 7, 2018

Milbank Advises Credit Suisse on Vietnam’s First Ever Concurrent Equity Placement and Convertible Bond Offering

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In another landmark Asia capital markets transaction, Milbank, Tweed, Hadley & McCloy advised Credit Suisse, as underwriter, on a US$310 million concurrent equity placement and convertible bond offering by a leading Vietnamese real estate developer, No Va Land Investment Group Corporation (“Novaland”), marking the first ever capital raise for a Vietnamese company in a concurrent equity placement and convertible bond offering. The concurrent offering was also the first equity-linked bond issuance out of Vietnam since 2012. The bonds were officially listed on the Singapore Exchange on April 30.

The placement of 54.5 million equity shares raised approximately US$150 million and was sold into the United States under Rule 144A. The concurrent offering of US$160 million of convertible bonds due 2023 was sold outside the United States under Regulation S. The concurrent transactions saw strong interest from international investors in both Asia and Europe, and marked the second successful international capital raise by Novaland in the last 16 months. The US-dollar denominated convertible bonds due 2023 will be convertible into ordinary shares of the company at an initial conversion price of VND 74,750. The convertible bonds, issued at par, carry a coupon of 5.50% per annum payable semi-annually in arrears and a yield to maturity of 6.25% per annum.

Novaland expects to use the proceeds from the concurrent offering to further build its land bank in prime locations and to develop real estate projects, as well as for working capital and general corporate purposes.

Capital Markets partner James Grandolfo led the Hong Kong-based Milbank team, which included senior associate Kurt Sherwood, associate York Wu and legal assistant Liam O’Hagan.

Mr. Grandolfo noted: “We are very pleased to have advised Credit Suisse on this landmark transaction. It marks an important milestone not only for Novaland, but for the continued development of Vietnam’s capital markets and corporates looking to access international capital markets. We were especially pleased to be involved in a transaction structure that was the first of its kind in Vietnam and hope that it will pave the way for similar capital raisings by other Vietnamese corporates. Our practice has grown tremendously in Vietnam, and we look forward to continuing to expand our work in one of Southeast Asia’s fastest-growing economies.”