January 12, 2022

Milbank Philippines Practice Closes Over US$8 Billion in Deals During 2021


Attesting to its position as a leader in the Philippine legal market, Milbank LLP’s Philippines practice advised clients on a total of over US$8 billion in investments in the Philippines across the capital markets, M&A and finance spaces and spanning diverse sectors during the 2021 calendar year.

Highlights of Milbank’s work in the equity capital markets space in the Philippines during 2021 included advising: the international bookrunners and domestic underwriters in connection with DDMP REIT, Inc.'s US$302 million (₱14.7 billion) initial public offering on the Philippine Stock Exchange – the country’s second-ever REIT IPO and the Philippines’ first REIT IPO of 2021; the joint global coordinators in connection with the Philippines’ largest-ever IPO to date, Monde Nissin Corporation’s US$1 billion Rule 144A/Reg S initial public offering on the Philippine Stock Exchange; Filinvest Land, Inc., as sponsor, and its real estate investment trust, Filinvest REIT Corp. ("FILREIT") on FILREIT's ₱11.4 billion (approx. US$226 million) initial public offering – the first sustainability-themed, publicly listed REIT in the Philippines; and the joint international lead managers and joint bookrunners in connection with the US$300 million initial public offering of MREIT, Inc. on the Philippine Stock Exchange, Inc. – the fourth Philippine REIT in 2021 and the second largest Philippine REIT offering to date. Milbank also advised the underwriters and bookrunners in connection with a US$250 million follow-on offering of Synergy Grid & Development Phils., Inc., the holding company of the National Grid Corporation of the Philippines, which operates as the Philippines’ nationwide transmission grid.

The Milbank team also advised on notable debt and equity-linked capital markets transactions in 2021, including advising: the dealers and joint lead managers in connection with the US$1.5 billion medium term note programme establishment and US$400 million issuance of green bonds by AC Energy’s ACEN Finance Ltd., – the first green bond issued out of the Philippines in 2021; the joint lead managers in connection with a US$300 million Reg S only offering from Development Bank of the Philippines (“DBP”) – the first international bond of DBP, one of the Philippines’ Government owned development banks, in 10 years; the joint lead managers in connection with the re-opening of Vista Land & Lifescapes, Inc.’s US$200,000,000 7.25% senior notes – one of the first and only high yield deals out of the Philippines in 2021; the joint lead managers and joint dealer managers in connection with the issuance of US$400 million Guaranteed Undated Notes by Ayala Corporation’s AYC Finance Limited – the lowest yielding unrated perpetual fixed-for-life notes in Asia; Globe Telecom, Inc. (“Globe”) on its issuance of US$600 million senior perpetual capital securities – the tightest pricing for an equity-accounted senior step-up perpetual from the Philippines during the pandemic, the second tightest pricing ever and the largest size raised in a single tranche under this structure; and the joint lead managers in connection with SMC Global Power Holdings Corporation’s issuance of US$150 million additional senior perpetual capital securities and subsequent issuance of US$600 million senior perpetual capital securities.

The Milbank team also advised on several significant M&A and finance transactions in the Philippines, including advising: Philippine integrated resort operator Okada Manila International, Inc. (“OMI”), a wholly-owned subsidiary of Universal Entertainment Corporation, in connection with the merger of OMI with 26 Capital Acquisition Corp., a special purpose acquisition company (SPAC) – marking the first merger between a US SPAC and Filipino company and, upon closing, the first Nasdaq listing for a Philippine company; leading Philippines-based information and communications technology solutions provider Micro-D International, Inc. and the selling shareholders in connection with the sale of a 70% stake in the company to Japanese private equity firm Advantage Partners – a leveraged buyout covered by warranty and indemnity insurance representing a rarity for mergers and acquisitions of Philippine entities; a private debt fund in connection with the financing of Udenna Corporation’s acquisition of a stake held by Shell in the Malampaya deep-water gas-to-power project; and Metro Pacific Investments Corporation (“MPIC”) in connection with a US$130 million term loan facility to finance its investment in Philippine Coastal Storage & Pipeline Corporation, the largest petroleum products import terminal in The Philippines.

Hong Kong-based partners James Grandolfo and Paul Pery led on the majority of the transactions with significant support from Singapore-based partners David Zemans, Jacqueline Chan and James Orme.

Milbank maintained its Chambers Asia Pacific Philippines Corporate Finance Band 1 ranking and was elevated to Band one for its work in Philippines Projects, Infrastructure & Energy. In addition, a number of Milbank attorneys are ranked and recognized by Chambers for their work in the Philippines, including partners James Grandolfo, Paul Pery, James Murray, of counsel Desiree Woo and associate Cesareo Singzon. The team is also recognized in the most recent edition of Legal 500 Asia Pacific as a Tier 1 practice for Philippines Foreign Firms.

In addition to the team’s recognition in top legal directories, several of the team’s transactions were awarded “Deal of the Year,” including:

ALB Philippine Law Awards 2021: Debt Market Deal of the Year (Midsize) for Rizal Commercial Banking Corporation (“RCBC”) issuance of US$300 million AT1 Capital Securities – the first AT1 offering out of the Philippines.

ALB Philippine Law Awards 2021: Equity Market Deal of the Year (Midsize) for Okada Manila International, Inc.’s merger with special purpose acquisition company 26 Capital Acquisition Corporation.

ALB Philippine Law Awards 2021: Equity Market Deal of the Year (Premium) for Converge Information and Communication Technology Solutions’ US$600 million IPO – the second largest IPO in the Philippines’s history.

ALB Philippine Law Awards 2021: Debt Market Deal of the Year (Premium) for SMC Global Power’s US$600 million issuance of senior perpetual capital securities.

The Asset's Triple A Infrastructure Awards 2021: Telecom Deal of the Year: Philippines for Globe Telecom, Inc.’s issuance of US$600 million senior perpetual capital securities.

“Milbank is extremely pleased to have advised on these landmark transactions, which are undoubtedly among the Philippines’ most significant in 2021. As a whole, these transactions point to the resilience and strength of the Philippine economy, the important role that the Philippine private sector plays in the country’s economic recovery as well as the unwavering interest from the global business community for investment opportunities in the Philippines,” said Mr. Pery.

“Our client base comprises a highly talented and dedicated group of professionals who we are incredibly lucky to advise – it’s an honor and a privilege to play a role in their continued success and that of the vibrant Philippine economy. We look forward to advising our clients as they overcome challenges, realize opportunities and continue to drive growth in 2022,” added Mr. Grandolfo.