Drawing upon the expertise of a strong and experienced cadre of lawyers in Hong Kong and throughout the region, the 'business savvy' team at A&O Shearman is a 'fantastic choice for large and complex transactions' on behalf of underwriters and issuers. On top of market developments and abreast of regulatory changes, the team regularly 'pioneers new and innovative solutions', and has been at the forefront of developing areas in the market, including as it relates to ESG/sustainability-linked bonds as well as work in the digital/tokenised bond space. The 'client-centric' Agnes Tsang is pivotal to the success in both these areas and has pioneered the use of distributed ledger technology (DLT) to execute mandates, including to facilitate the world’s first multi-currency digitally native green bond issuance out of Hong Kong. The 'highly responsive and very hands-on' Jaclyn Yeap, who splits her time between Hong Kong and Singapore, is also very adept at handling ESG-related bond matters often involving market firsts. Team head John Lee  is vastly experienced in the field, both on standalone bond issuances, as well as in the context of medium term note programmes (MTN). Nathan Wong left in January 2024 for an in-house role at Nomura.

 

The ‘very professional’ team at Clifford Chance balances ‘legal risks with practical considerations’ to provide ‘well-reasoned’ advice to issuers and underwriters across a broad spectrum of debt capital markets mandates, including those requiring credit-enhancement structures. ‘At the forefront of market developments’, the team, which is led by the ‘impressive’ Connie Heng, has been very active in structuring ESG/sustainability-linked bonds, including for joint lead managers in relation to the structuring of drawdowns of approximately $1.42bn for China Construction Bank, as issuer. David Tsai led this mandate and is well-versed in handling other novel mandates, including a range of offshore Renminbi-denominated “dim sum” bonds and issuances involving PRC cross-border credit enhancements. Mark Chan is ‘very knowledgeable’ at structuring debt and equity-linked bond transactions in both Hong Kong and Macau, and is also adept at advising on liability management exercises. Other key members of the team include Angela Chan, who excels at handling offshore debt capital market issuances by Chinese issuers; Alan Yeung, who is ‘very savvy’ at advising on debt offerings of securities into the US; and Torrance   Shi, who is adept at handling a range of debt and equity-linked capital markets products.

With ‘a deep understanding of China’s political, economic, legal and business environment’, Davis Polk & Wardwell LLP provides a ‘high-quality and efficient service’ to investment banks as underwriters and a mix of state and privately-owned mainland companies as issuers, across a wide range of standalone and program-based DCM work (including high yield, investment grade and hybrid securities). Hong Kong and New York-qualified Gerhard Radtke has vast experience in handling high-yield issuances on the HKEX and despite a severe drop off in new money issuances, he remains active in guiding issuers through turbulent waters with astute and assured counselling with regard to liability management exercises. Also dual-qualified, the ‘market-oriented and responsive’ Bingqing Pan is another key member of the team, as is Jennifer Liu, who is ‘able to simplify complex problems and provide effective solutions’. 

Leveraging 'acute commercial awareness', derived as a result of many years' involvement at the very pinnacle of the market, Linklaters is a safe pair of hands for underwriters and issuers seeking to execute complex transactions, often involving novel, first-of-kind elements. In this context, 'trusted advisor' Gloria Cheung recently advised the underwriters in relation to the Hong Kong government's HK$5.9bn multi-currency digital green bond issuance, in what was the first digitally native bond issuance in Hong Kong. As well as regularly advising on complex issuances and liability management exercises for private entities from a myriad industry sectors, the team is also very active advising on sovereign bond matters, with William Liu particularly noted for his work for the PRC Ministry of Finance. Noted for his 'solutions- oriented' approach, Michael Ng  has long and deep experience advising Chinese financial institutions and corporates on offshore bond offerings, and is also noted for his work in relation to debt issuances by local government financing vehicles (LGFVs). Sherry Cui  is also a key member of the team and  excels in handling a range of matters, including investment grade debt, high-yield bonds, MTN programmes and equity-linked bonds. Hwang Hwa Sim co-heads the practice alongside Liu.

The ‘technically strong’ team at Ashurst is ‘extremely responsive’ and provides ‘very clear and comprehensive advice’ to issuers and underwriters on Greater Chinese-related international debt issuances. The scope of this work is broad and has recently included a number green and digital bond issuances, an area where the firm is particularly well-positioned by virtue not only of its transactional strength but also its ability to leverage deep fintech regulatory expertise. Leveraging ‘deep industry knowledge’, Jini Lee is at the forefront of much of this work and is also very adept at advising on transactions throughout Southeast Asia. Lee co-heads the team alongside Patrick Phua. Jessica Li has since left the firm.

With a strong presence on the Mainland and in Hong Kong, including lawyers who are locally as well as US and UK-qualified, King & Wood Mallesons is particularly adept at advising Chinese companies (including SOEs) as issuers across a range of debt offerings. The firm is also very skilled at advising Chinese financial institutions setting up and drawing down on their MTN programmes, with Song Yue and the ‘practical and commercially sensible’ Michael Lu recently acting for China CITlC Bank International on its issuance of $500m Tier 2 subordinated notes under its $3bn MTN programme. Working alongside the firm’s litigation practice, the team has also been active for a number of beleaguered Chinese real estate companies on liability management and formal restructuring processes in light of the economic headwinds facing the sector. Hao Zhou heads the team that also includes Richard Mazzochi, who as part of his broad banking and finance practice often handles work for bond trustees.

Able to call upon the expertise of lawyers with broad coverage across Hong Kong, US and English law, US heavyweight Latham & Watkins LLP is well-positioned to advise issuers and underwriters across a wide range of complex debt transactions originating in China and abroad. As well as regularly handling conventional debt issuances, including for Chinese SOEs, the team has developed particular strength advising on hybrid issuances, including convertible notes and equity-linked securities. Structured product expert Posit Laohaphan is particularly skilled in this field and combines a very strong understanding of equity-linked product technicals with their application under US regulations. Native Chinese speaking team head Ji Liu has vast experience at handling both investment-grade and high-yield debt issuances, including  for PRC real estate and infrastructure development companies and industrial clients as issuers.

Using the Hong Kong office as a hub to structure deals through Southeast Asia, and also increasingly active on mandates with a nexus to China, Milbank is seen with increased frequency, particularly for arrangers/underwriters, on a myriad investment grade and high yield issuances. James Grandolfo has particular knowledge of the Philippines capital markets space, and as well as advising on standalone bond issuances, is also regularly instructed by underwriters on the establishment and updating of MTN programmes for Philippines issuers. The 'outstanding' Alex Tao  co-heads the team alongside Grandolfo and has been pivotal to the increase in China work, both for local real estate companies and more recently for industrial companies on their high yield offerings.

A ‘market leader in the PRC property sector’, Sidley Austin‘s involvement for real estate companies on the Mainland on their primary issuances has now led to the team being very active on formal restructuring and liability management efforts, following well-publicized economic head winds impacting the sector. Combining ‘superb knowledge and experience in the context of market practice, with strong technical skills’,  Renee Xiong and Carrie Li are pivotal to this work, at times forming a part of a multi-disciplinary, multi-office team with lawyers on the Mainland and London. The team has also handled some notable new issuances outside of the property sector, with Li recently advising The Export-Import Bank of China on its $1.5bn bond issuance, the first time in several years it has returned to the overseas debt capital market to issue bonds publicly. Splitting his time between Singapore and Hong Kong, Matthew Sheridan leads the overarching Asia capital markets offering.

Leveraging its strong institutional corporate client base to good effect, Skadden, Arps, Slate, Meagher & Flom LLP is particularly adept at advising large Chinese issuers from a range of sectors on their debt capital raising activity. As well as handling more commoditised investment grade work, a good deal of these instructions relate to high yield and convertible Rule 144A/Reg S bond offerings and are therefore often highly bespoke and involve complex structures. Jonathan Stone has been particularly active of late in relation to structuring these hybrid securities, including for Chinese technology giants, Trip.com and JD.com. Vincent Sze  has also been pivotal to this work and forms a key part of the team that is overseen by Stone and Edward Lam.

Leveraging its longstanding local connections and Mainland resources, independent Hong Kong firm Deacons consistently secures a strong flow of instructions from domestic and PRC-based issuers and underwriters in a wide array of bond issuances. Team head Kevin Tong is able to provide 'highly technical' advice to clients as a result of his deep and longstanding immersion in the sector, with expertise not only for PRC clients on offshore bond issuances but also in relation to Hong Kong retail bond issuances. Notably, in what was the first listed HK dollar retail bonds issued by a non-government issuer, Tong recently advised the joint lead managers on the Airport Authority’s HK$5bn retail bond issuance. Icarus Yuen was involved in the aforementioned deal on behalf of the bond trustee and is also a key member of the team.

The 'solutions-oriented and responsive' team at Herbert Smith Freehills Kramer LLP advises a balanced mix of issuers, arrangers and trustees across a broad swathe of conventional bond issuances (including high yield and investment grade), as well as hybrid securities. Team head William Ku is key to the firm's success in the area, advising Chinese SOEs on their offshore issuances, as well as continuing to act for the Hong Kong Kong government on its retail bond issuances.

Acting as a hub for Greater China-related capital markets work as well as mandates occurring more broadly across the Asia Pacific region, Mayer Brown‘s Hong Kong office has established a strong reputation among issuers, underwriters and trustees across a range of debt products, including high yield bonds. In a deal which involved the mobilisation of US and Hong Kong-based lawyers, a recent highlight was the firm’s advice to Prologis on its inaugural “dim-sum” bond offering (which was particularly notable for being a rare example of such a bond being issued by a US-listed company). Jason Elder and Thomas Kollar , who co-head the team, were involved in the aforementioned matter, with both also being particularly skilled at undertaking work in emerging/frontier markets, including Mongolia and Indonesia.

Working on its own, as well as frequently alongside colleagues in Mainland China and Singapore, White & Case is well-versed in advising arrangers/underwriters, in particular, on a variety of standalone debt issuances and those in the context of MTN Programmes throughout Greater China and the broader APAC region. The team, which is led by Jessica Zhou, has also been active on liability management-related matters, as well as advising development banks as guarantors to sovereigns on private placements.

China-headquartered full-service firm Fangda Partners utilises its Hong Kong office to good effect for a myriad stakeholders involved in international debt securities offerings, including in the context of investment grade issuances and private placements. The practice has, however, perhaps gained most acclaim for its work for international issuers on onshore bond offerings - so called "panda bonds" - an area that 'very professional and dedicated' PRC and New York-qualified team head Christine Chen (who splits her time between the firm's Beijing and Hong Kong offices) is particularly accomplished.

‘Commercially aware and well attuned to trending topics’, Morgan, Lewis & Bockius has a growing reputation in the market for an issuer-focused client base across a wide array of high yield, investment grade and hybrid offerings, as well as in relation to liability management matters. David Liao has been key to the firm’s recent increased market visibility and is ‘very reliable when it comes to acting as international counsel in bonds issuance under different structures’. In particular, Liao has recently handled numerous high-profile bond issuances with ESG features, including for Science City (Guangzhou) Investment Group on its Regulation S offering of $400m green bonds. Edwin Luk co-heads the overarching capital markets group with Liao, although his focus in on the equity front.

Although lacking a standalone/discrete DCM offering, Paul Hastings LLP handles a not inconsiderable volume of investment grade and high yield issuances (for issuers and underwriters) within its broader corporate team -  which is co-headed by Raymond Li and James Ma. In this context, the team is aided by lawyers on the ground in Shanghai and Beijing, and as well as handling issuances for corporates, is also adept at handling work for PRC LGFVs.

While Reed Smith Richards Butler LLP still remains better-known for its ECM offering, the arrival in 2023 of the 'pragmatic and commercial' Vivian Ji from Hong Kong boutique specialist corporate finance firm  Jeffrey Mak Law Firm has strengthened its debt-side capabilities for an issuer-focused client base. Since joining Ji has handled a raft of work for PRC SOEs and privately-owned enterprises and has also niche expertise in relation to FTZ bonds.

Although it remains better-known for its ECM offering, Simpson Thacher & Bartlett Hong Kong handles a not inconsiderable volume of debt-related issuances for an issuer-focused client base. The firm has been particularly active of late handling equity-linked issuances, with a swathe of Chinese tech companies increasingly issuing convertible bonds as a means of optimising their debt structures and optimising overseas expansion in a difficult high interest rate environment. Recent highlights included the team's work for core client Alibaba Group on its $5bn convertible notes offering (the largest US dollar-denominated convertible bond by an Asian company). Christopher Wong and Daniel Fertig led on the aforementioned mandate, with Wong heading up the overarching Greater China capital markets team.

Slaughter and May's notable corporate client base is reflected in the fact that most of the firm's DCM work is issuer-oriented, encompassing transactions in stringently regulated sectors that demand a comprehensive grasp of the regulatory framework governing capital markets. Lisa Chung is a key member of the team and as well as handling a myriad conventional bond issuances, including for the likes of MTR Corporation, she has also been at the forefront of the team's ESG efforts, reflected in her involvement in numerous green bonds. Benita Yu heads up the overarching corporate team which houses the capital markets offering.

Combining Hong Kong, US and UK legal expertise with a strong understanding of local cultural sensitivities, Sullivan & Cromwell is well-equipped to handle a range of high yield, investment grade and convertible bond offerings for regional issuers from a myriad industry sectors. The team also remains very active advising Greater China issuers on green/sustainability bond offerings. Ching-Yang Lin has strong credentials in the market, including for Taiwanese issuers, on bond and convertible bond issuances; he recently advised the initial purchasers in Taiwan Cement Corporation’s $420m currency-linked zero coupon green convertible bond offering. Managing partner Kay Ian Ng also handles some DCM work from time to time as part of his broad ranging corporate offering.