Restructuring, Bankruptcy & Insolvency in Asia

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1 Restructuring, Bankruptcy & Insolvency in Asia Mayer Brown JSM has one of the most respected Restructuring, Bankruptcy & Insolvency teams in Asia, and is one of only a few law firms in the region with a dedicated, permanent team covering both the contentious and non-contentious areas. For over 25 years, our highly regarded team of experienced practitioners across our Asia offices has acted in many of the most complex and challenging restructuring and insolvency cases in the region. [Mayer Brown JSM s] supportive, knowledgeable and experienced team stands out from the crowd The Legal 500 Asia Pacific 2014 MAYER BROWN 1

2 Our Reputation Best Restructuring Law Firm 2013 The Asset Triple A Regional Awards Insolvency & Restructuring Law Firm of the Year 2002, 2003, 2005, 2006, 2009, 2011, 2012, 2013, 2014 & ALB Hong Kong Law Awards Tier 1 Restructuring and Insolvency Law Firm in Hong Kong 2007, 2008, 2009, 2010, 2011, 2012, 2013 & IFLR1000 Tier 1 Restructuring and Insolvency Law Firm in Hong Kong 2005, 2006, 2007, 2008, 2011, 2012, 2013 & The Legal 500 Asia Pacific Band 1 Restructuring/ Insolvency Law Firm in China 2011, 2012, 2013 and Chambers Asia Pacific Tier 1 Restructuring and Insolvency Law Firm in Thailand 2008, 2009, 2010, 2011, 2012 & The Legal 500 Asia Pacific Our Highly Experienced Team Mayer Brown JSM s Restructuring, Bankruptcy & Insolvency practice has more than 50 lawyers operating in jurisdictions across the Americas, Asia and Europe, and more than 20 partners who focus on assisting clients in all types of troubled situations. Our group provides comprehensive restructuring and insolvency assistance to clients around the world. Our experience across a broad array of industries allows us to identify quickly the proper context of the business and legal issues that can arise during the course of a restructuring. We have extensive experience in cross-border restructuring and formal insolvencies, working closely with colleagues in other regional offices on multi- jurisdictional matters. In Asia, Mayer Brown JSM has been a big league player in the restructuring arena for over 25 years and is one of only a few law firms in the region with a permanent team specifically covering both the contentious and non-contentious areas. We have acted in many of the most complex and challenging restructuring and insolvency cases in the region, including in Hong Kong, Mainland China, Thailand, Vietnam and Indonesia. We regularly represent clients in all types of troubled situations across a variety of industries, ranging from multibillion-dollar, cross-border insolvency proceedings to mid- and smaller-sized restructurings. Mayer Brown JSM has formed an association in Hong Kong with Jingtian & Gongcheng (Jingtian). A leading PRC law firm, Jingtian is headquartered in Beijing, with offices in Shanghai, Shenzhen, Chengdu and Hong Kong. This association enables our clients to have access to full-service PRC law capabilities through Jingtian in conjunction with our own international offices in the PRC. Jingtian s strong presence in Mainland China, coupled with Mayer Brown s global reach, will assist us in providing solutions in cross-border restructuring and debt recovery matters involving assets and entities in the PRC. Our Range of Services Our extensive range of restructuring and insolvency related legal services includes advising on: Corporate restructuring and workout Facility and security restructuring and review Appointments of provisional liquidators Insolvency advice and litigation; liquidation administration Shareholder disputes Fraud and negligence claims Statutory reorganisations including schemes of arrangements Forensic investigations and examinations Receivership business and asset disposals NPL and other distressed debt disposals 2 Restructuring, Bankruptcy & Insolvency in Asia

3 Representative Experience in Asia The team s representative experience in this region includes acting for insolvency practitioners, banks, alternative credit providers and corporate trustees on matters including: Band 1 Restructuring/ Insolvency Law Firm in Thailand 2008, 2009, 2010 & Chambers Asia Pacific Tier 1 Restructuring and Insolvency Law Firm in Thailand 2007, 2008, 2009, 2010 & IFLR1000 [Mayer Brown JSM] acts on high profile deals - IFLR a world-class service that compares very well to its peers - The Legal 500 Asia Pacific 2013 I always enjoy working with them because I know they have many lawyers with various skills to help me in complex situations - Chambers Asia Pacific 2013 ENGLISH SCHEME TO RESTRUCTURE VIETNAMESE DEBT Vinashin - Acting for Vietnam Shipbuilding Industry Group (Vinashin) as domestic and international legal counsel in a three-year, crossborder matter advising on restructuring strategies for Vinashin s foreign and domestic debt, notably involving an English scheme of arrangement to exchange a USD syndicated loan for USD Fixed Rate Guaranteed Notes issued by the Vietnamese Debt and Asset Trading Corporation and listed on the Singapore Stock Exchange. The scheme of arrangement is the first time that an English court has exercised its discretion to grant a US Chapter 11-style stay of legal proceedings to enable a scheme of arrangement to be promulgated and opens up the use of the English Courts and English law as an alternative to a US Chapter 11 proceeding. CROSS BORDER Lehman Brothers liquidations - advising the liquidators of nine of the Asian-based Lehman Brothers group entities in liquidation on all aspects of their administration and failed brokerage arrangements, including the recovery of assets; adjudication of proprietary and unsecured claims into the estates; cross-border asset recoveries; and court processes to resolve key issues affecting the liquidators ability to determine and distribute assets. The work involves significant collaboration with our US, German and London offices in relation to the adjudication and composition of claims by and against the Hong Kong estates, including litigation processes and leading cross-border settlement in the US, the United Kingdom, Germany, Switzerland and Japan. This is, by far, the largest Asian insolvency in history. Nortel - Acting for the senior management of certain Nortel Networks entities in China and the Nortel Monitor (Ernst & Young Inc.) in relation to the sale of the businesses of its joint venture companies and the liquidation of these companies as well as its wholly foreign-owned enterprise in China for the recovery of substantial investments in, and their remittance out of, China. CORPORATE TRUSTEE AND BONDHOLDER LDK Solar - Acting for The Bank of New York Mellon as trustee of certain RMB-denominated US$-settled and certain convertible notes issued by LDK Solar Co., Ltd. (in Provisional Liquidation) (LDK) in respect of the inter-conditional schemes of arrangement promulgated by LDK and its affiliates under the laws of the Cayman Islands and Hong Kong, as part of a global restructuring plan that also involved a US Chapter 11 Plan of Reorganization and filings under Chapter 15 for recognition and enforcement of the Cayman Islands scheme. MAYER BROWN JSM 3

4 Bio-Treat - A committee of bondholders in relation to default obligations owed to them by Singapore listed Bio-Treat Technology Limited (Bio-Treat), involving the negotiated restructuring of Bio- Treat convertible bonds and settlement of issues in dispute between Bio-Treat and bondholders arising from Bio-Treat s default. Mayer Brown JSM s team is recognised for its capacity to handle cross-border and multi-jurisdictional restructuring and insolvency matters - IFLR They have a very good setup, and are well connected. Definitely a top-tier firm in Asia - Chambers Asia Pacific 2012 [Mayer Brown JSM] demonstrates its practical knowledge and in-depth, first hand experience of the restructuring process - Chambers Asia Pacific 2010 [Mayer Brown JSM] continues to maintain a strong reputation in the market for its absolutely phenomenal restructuring practice. - Chambers Asia Pacific 2009 SHIPPING TMT - Acting with our American offices for Taiwanese ship finance bilateral and syndicated lenders in relation to over US$400 million in loans secured over vessels. This high-profile engagement involved complex issues including addressing conflicts of law and jurisdiction consequent on the successful filing by TMT for Chapter 11 US Bankruptcy Code protection of overseas incorporated vessel owning companies. The vessels include ships that have been under arrest in the PRC, Singapore, South Africa and Malta and the Chapter 11 automatic stay purported to prevent further enforcement. Sanko We advised the facility agents of four separate syndicated loans extended to Sanko Steamship Co Ltd, involving a total of nine vessels; and a significant portion of the foreign creditors who held security over ships owned by Sanko. Sanko filed for bankruptcy protection in Tokyo and for Chapter 15 recognition in the US. RECEIVERS Bank Century - Acting for the joint and several receivers appointed by the Hong Kong Secretary for Justice over securities, cash and other investment products following the failure and subsequent government bail-out of the Indonesian bank, Bank Century. The receivers appointment arose as a consequence of the Indonesian government s investigations into, and the prosecution of, the individuals responsible for founding the bank. Ace Style - Acting for multi-bank group creditors in connection with the appointment of receivers to, and subsequent receivership sale of, a substantial apparel manufacturer based in Hong Kong with operations in the PRC and the Philippines. PROVISIONAL LIQUIDATION RESTRUCTURINGS Acting for the provisional liquidators on all matters arising in connection with the administration of various Hong Kong-listed companies, such as 3D-Gold, U-Right, Kith and Z-Obee, including with respect to proposed resumptions of trading in their shares and schemes of arrangement in multiple jurisdictions. DEBT RESTRUCTURINGS Canadoil - We are acting for Standard Chartered Bank (Thailand) in the court-supervised business reorganisation of Canadoil Pipe and Canadoil Asia, subsidiaries of Canadoil Group, a manufacturer and supplier of piping and fittings for use in heavy industry (including oil and gas, power and mining). The reorganisation involves total debt in excess of US$1 billion. 4 Restructuring, Bankruptcy & Insolvency in Asia

5 Kaisa Group Holdings Limited Following Kaisa Group s default on its offshore debt commitments, we have been advising the two largest and only offshore bilateral financial creditors. Kaisa Group is one of the leading PRC real estate property developers listed on the Hong Kong stock exchange with interest-bearing borrowings of approximately HK$82billion. This is the first time that a major Chinese property company has defaulted on its offshore debt. Guangdong Zhenrong Energy Company/Titan Advising a state owned enterprise in relation to the contested bid acquisition of PRC oil storage assets owned by a liquidated BVI subsidiary of a Hong Kong listed company and in connection with the client s initiative to restructure the listed company. Thai Petrochemical - The Steering Committee and plan administrators of Thai Petrochemical Industry Public Company Limited on the largest (US$3.7 billion) and longest-running debt restructuring case in Thailand. MAYER BROWN JSM 5

6 Talk to Us Terence Tung Senior Partner, Hong Kong John Marsden Partner, Hong Kong / john.marsden@mayerbrownjsm.com Tom Pugh Partner, Hong Kong tom.pugh@mayerbrownjsm.com Richard Tollan Partner, Hong Kong richard.tollan@mayerbrownjsm.com Maythawee Sarathai Partner, Bangkok maythawee.sarathai@mayerbrownjsm.com David Harrison Partner, Ho Chi Minh City david.harrison@mayerbrownjsm.com Ben Thompson Partner, Singapore ben.thompson@mayerbrownjsm.com 6 Restructuring, Bankruptcy & Insolvency in Asia

7 About Mayer Brown JSM Mayer Brown JSM is part of Mayer Brown, a global legal services provider, advising clients across the Americas, Asia and Europe. Our geographic strength means we can offer local market knowledge combined with global reach. We are noted for our commitment to client service and our ability to assist clients with their most complex and demanding legal and business challenges worldwide. We serve many of the world s largest companies, including a significant proportion of the Fortune 100, FTSE 100, CAC 40, DAX, Hang Seng and Nikkei index companies and more than half of the world s largest banks. We provide legal services in areas such as banking and finance; corporate and securities; litigation and dispute resolution; antitrust and competition; employment and benefits; environmental; financial services regulatory and enforcement; government and global trade; intellectual property; real estate; tax; restructuring, bankruptcy and insolvency; and wealth management. Please visit for comprehensive contact information for all our offices. This publication provides information and comments on legal issues and developments of interest to our clients and friends. The foregoing is intended to provide a general guide to the subject matter and is not intended to provide legal advice or be a substitute for specific advice concerning individual situations. Readers should seek legal advice before taking any action with respect to the matters discussed herein. Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the Mayer Brown Practices ). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe-Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC ); Mayer Brown, a SELAS established in France; Mayer Brown Mexico, S.C., a sociedad civil formed under the laws of the State of Durango, Mexico; Mayer Brown JSM, a Hong Kong partnership and its associated legal practices in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. Mayer Brown Consulting (Singapore) Pte. Ltd and its subsidiary, which are affiliated with Mayer Brown, provide customs and trade advisory and consultancy services, not legal services. Mayer Brown and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions The Mayer Brown Practices. All rights reserved.

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