www.drewnapier.com

 

Firm Profile

 

Drew & Napier LLC boasts an impressive Banking & Finance Group (Group) led by Director and Head of Group, Valerie Kwok and Co-Head, Sandy Foo and comprises Senior Consultant, David Ang, four other Directors and over 20 lawyers. The Group serves clients in the full spectrum of their debt financing arrangements – from traditional to complex banking and finance transactions, domestic as well as cross-border. In particular, the Group’s work and client profile reflects Drew & Napier’s position as a leading regional firm and they are frequently sought to act as Singapore counsel to financial institutions and syndicates in major cross border financing transactions. 
 
The Group is also extensively involved in project financing and real estate and construction financing deals in Singapore, involving some of the largest local plant projects as well as large residential, prime commercial and retail real estate, including luxury hotels, integrated resorts, office buildings and condominiums, from the financing of the acquisition of or bid for private or government owned land parcels to the financing of the development and construction projects. 
 
 
The Group is recognised by leading international publications as one of Singapore’s premier banking practices. Consistently cited and well ranked by various international research houses and publications, the Group has received numerous accolades for its work: 
 
  • The Asia Pacific Legal 500 2010/2011 recommends Drew & Napier for the 7th consecutive year and notes that the Banking team is “efficient, to the point".

 

  • In Chambers Asia 2011, sources say, “The firm provided first-rate advice to all our queries and seamlessly directed the completing of transactions.” It also notes that “The key contact for the banking and finance practice is Valerie Kwok. She acts on many offshore syndicated bank transactions as Singapore counsel and is described as ‘very experienced and helpful in her advice.’ Sandy Foo has wide-ranging banking and finance experience with a particular focus on acquisition financing. She recently acted as counsel to a syndicate of lenders in relation to the acquisition of Tuas Power.” 

 

  • IFLR 1000: The Guide to the World’s Leading Financial Law Firm 2011 recommends Drew & Napier as one of the leading Banking practices in Singapore. “‘The firm's service is of very high quality,’ notes one financial client. ‘They [the lawyers] helped me deal with a tough regulator, and the advice they gave made me confident in dealing with the regulator, getting the facts right and gaining a better understanding of what the rules say.’ The client adds: ‘They've been very responsive to other business areas such as trust, private banking and private equity. When I asked them for introductions to lawyers that could help my colleagues in other areas, they had people with expertise in many fields.’” Valerie Kwok and Sandy Foo are recommended as leading lawyers.

 

  • Practical Law Company Which Lawyer? Yearbook 2010/2011 highly recommends Drew & Napier as one of the leading practices and recommends Valerie Kwok and David Ang as leading lawyers.

 

  • The Asialaw Profiles 2010 notes that Drew & Napier is “viewed as housing a very capable overall banking and finance practice…” They have recognised that “At Drew & Napier LLC, Sandy Foo draws praise for her ‘commercially savvy ability to grasp novel financing structures quickly’.” 
 
Our Capabilities  
 
The Group is experienced in a wide range of credit and loan transactions, including bilateral and syndicated loans, bond issues, acquisition financings and debt restructuring, as well as banking advisory and regulatory work. The Group is supported by a dedicated and experienced team of corporate banking lawyers experienced in a wide range of local and cross border banking and finance transactions. The Group’s portfolio of clients includes major domestic and offshore banks and other financial institutions, as well as large and well-known local and multinational companies and developers. 
 
The clients for whom this Group does work for include ABN Amro Bank N.V.; Bank of New York; Bukit Sembawang Group; Credit Industriel et Commercial; Far East Organisation Group; Fortis Bank; Overseas Chinese Banking Corporation; Standard Chartered Bank; The Development Bank of Singapore; The Bank of East Asia Ltd and United Overseas Bank. 
 
The scope of work undertaken by the Group includes: 
 
  • Banking Regulation and Compliance
  • Consumer and Corporate Loans
  • Asset Financing
  • Structured and Trade Finance
  • Mergers and Acquisitions of Banks and Financial Institutions
  • Project Finance
  • Electronic and other IT-related Banking Work
  • Private Banking
  • Debt Restructuring and Rescheduling 
 
The Group is at the forefront of development in the area of banking and finance in Singapore and all matters undertaken by the Group, whether complex or routine, are characterised by Drew & Napier’s ethos of complete client service coupled with a high standard of work. The Group provides clients with a high level of service by also working closely with and tapping the resources of Drew & Napier's other relevant specialist and premier business groups, including our Banking Litigation, Real Estate and Tax business groups, when necessary. 
 
Recent Leading Transactions  
 
  • Acted for PT Bumi Resources Tbk (Bumi) as Singapore counsel in connection with the obtaining of funds of up to US$1.9 billion from Country Forest Limited (a sovereign wealth enterprise of the People’s Republic of China and subsidiary to the China Investment Corporation (CIC)), with The Bank of New York Mellon acting as administrative agent and offshore common security agent and Standard Chartered Bank, Jakarta Branch acting as onshore common security agent. The funds were used to refinance substantially all of Bumi's existing indebtedness, acquisitions, and for working capital and capital expenditure purposes. Bumi, a company listed on the Indonesia Stock Exchange, is the holding company for the largest coal mining group in Indonesia. Bumi's main operating subsidiaries, PT Kaltim Prima Coal and PT Arutmin Indonesia, are two of the largest thermal coal producers in Indonesia and, collectively, one of the largest thermal coal exporters in the world. This transaction is part of a strategic alliance between Bumi and CIC, where CIC will facilitate and participate in the financing needs of Bumi or its affiliates, including project finance for Bumi’s expanding infrastructure. In 2009, Bumi and CIC entered into a partnership which created the platform for CIC and Bumi to pursue investment opportunities jointly and is CIC’s first significant investment in Indonesia.

 

  • Acted as lead and coordinating counsel for one of Singapore’s leading banking groups, Oversea-Chinese Banking Corp., in its purchase of the Asian private banking assets of ING Groep NV. The US$1.463 billion cash acquisition comprised Singapore-based ING Asia Private Bank Limited and other affiliated entities. One of the largest value acquisitions of a private bank in recent history, fully funded by cash, this deal traversed Europe, Asia and the Middle East as operations of ING Groep span across Singapore (Headquarters), Hong Kong (Branch Office), Philippines, Korea, Jersey, British Virgin Islands, Dubai (Rep Office), London and many other countries. Given the time-sensitive nature of this deal, it was a fast-paced transaction taking just over 6 months from start to completion in order to meet time objectives. 

 

  • Acting for Hyflux Ltd and its subsidiaries, in collaboration with Nabarro LLP, in relation to the construction and S$890 million project financing of Singapore's second desalination plant. This transaction involves Singapore's second and largest-to-date desalination plant, which will be constructed together with a combined cycle gas turbine power plant which will supply electricity to the desalination plant and sell excess power to Singapore’s electricity grid. The desalination plant is to be constructed under the Design, Build, Own and Operate model under a Public Private Partnership arrangement with the Public Utilities Board (Singapore’s statutory body in charge of water resources) and is set to be Singapore's largest.

 

  • Acted for Singapore listed Bukit Sembawang Group in connection with the obtaining of a financing package consisting of term loan, revolving credit and bankers guarantee facilities from a syndicate of local banks, with the Oversea-Chinese Banking Corporation Limited and DBS Bank Ltd as mandated lead arranger and bookrunners, to refinance the borrower's existing borrowings and to finance the group's corporate and working capital needs on the security of the borrower's several residential properties / developments. Concurrently, the team acted for the group’s subsidiary in obtaining a term loan facility from Oversea-Chinese Banking Corporation Limited to part finance the purchase of land and development of a condominium. The total facilities aggregated US$567 million. 

 

  • Acted as Singapore counsel for Australia and New Zealand Banking Group's acquisition of part of Royal Bank of Scotland's (RBS’s) banking business in Singapore and the region for US$550 million. The acquisition comprised RBS's retail, wealth and commercial businesses in Singapore, Taiwan, Indonesia and Hong Kong, and its institutional businesses in Taiwan, the Philippines and Vietnam. These included 54 branches, loans worth US$3.2 billion, deposits worth US$7.1 billion and approximately two million clients. 

 

  • Acted for the borrower, AREIF (Singapore I) Pte. Ltd, in obtaining refinancing consisting of a S$575 million senior loan facility, to refinance the borrower’s existing borrowings (in connection with TripleOne Somerset Building) under an existing senior loan facility and junior bonds, and the issue of S$105 million junior bonds. The transaction involved the refinancing of a combination of a secured senior loan and secured junior bonds in connection with the 2008 acquisition of the prime commercial property along Singapore’s prestigious Orchard Road shopping belt. The transaction, with the refinancing package consisting of a secured senior loan and secured listed junior bonds, was undertaken at a challenging time when the financial markets were just picking up. 

 

  • Acted for a club of lenders, comprising Oversea-Chinese Banking Corporation Limited, Malayan Banking Berhad, United Overseas Bank Limited, and The Hongkong and Shanghai Banking Corporation Limited in connection with the grant of financing package consisting of land loans and construction loan facilities to UE Development (Bendemeer) Pte. Ltd., a wholly-owned subsidiary of United Engineers Limited, a major listed developer to finance the borrower's purchase of leasehold land from the Housing Development Board in Singapore and development of private condominium project thereon. The total facilities aggregate S$556 million (US$453 million). • Acted for the borrowing vehicle of two major listed developers namely, Lee Kim Tah Holdings Ltd and Guthrie GTS Limited in connection with the extension of an existing S$246 million (US$199 million) term loan facility and the granting of an additional S$223 million (US$180 million) term loan facility from Oversea-Chinese Banking Corporation Limited and Malayan Banking Berhad, as lenders to refinance and further fund investments in the operations of a major shopping mall in suburban Singapore. 

 

  • Acting for United Overseas Bank Limited in grant of S$200 million (US$157.28 million) land and construction loan facilities to member of major property development group, Far East Organisation for the purchase of Grade A URA land parcel and construction of commercial development thereon in Singapore Central Business District. 

 

  • Acted for the subsidiaries of prominent property development groups in Singapore, Far East Organisation and Orchard Parade Holdings, as borrowers acting under a unique co-operative structure, in connection with the obtaining of land and construction loan facilities aggregating S$170 million (US$133.69 million) from United Overseas Bank Limited to finance their successful bid for a land parcel zoned for residential purposes from a statutory board authority in Singapore. This deal is one of the many that the borrowers under a unique un-incorporated co-operative structure expect to enter into and the Drew team, led by Director Valerie Kwok, was appointed again in 2011 to act in another financing matter for the parties involving the grant by Malayan Banking Berhad, as lender, to the joint venture subsidiaries of a S$65 million (US$51.12 million) term loan facility to finance the borrowers’ further acquisition of properties under a collective sale. 

 

  • Acted for Orchard Mall Pte Ltd, a subsidiary of a major property development group in Singapore, as borrower, in connection with the obtaining of a S$110 million term loan facility from Oversea-Chinese Banking Corporation Limited to finance the acquisition of a development comprising a hotel and retail units.The acquisition is the latest addition to the group’s portfolio of Village Hotels & Residences, where each property is designed to showcase the unique flavour and cultural tapestry of the locales in which it is situated. making the developments uniquely Singaporean. 

 

  • Acted for SBS Transit Ltd in its establishment and listing of a S$250 million multicurrency medium term note programme. SBS Transit Ltd is Singapore’s largest bus operator with a market share of approximately 75%, and also operates the North-East Line, the Sengkang Light Rapid Transit System and the Punggol Light Rapid Transit System. Its bus and rail operations are regulated by the Public Transport Council and the Land Transit Authority respectively. 

 

  • Acted for Overseas Union Enterprise Limited, in the establishment of its S$1 billion multicurrency medium term note programme. Standard Chartered Bank was the arranger and first dealer under the programme, and British Malayan Trustees Limited was the trustee for the noteholders. Under the programme, Overseas Union Enterprise Limited may from time to time issue notes in such currencies and at such coupon rates and maturity dates as may be agreed between Overseas Union Enterprise Limited and Standard Chartered Bank or other dealer(s) appointed by Overseas Union Enterprise Limited in relation to such notes. The first issue of $300 million 4.3% was closed on 15 April 2011 with the Group representing Overseas Union Enterprise Limited. This deal is one of the biggest MTN's established by a hotel/property group. 
 

Notable Practioners 

 

Valerie Kwok 

 
 

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