“Drew & Napier remains one of the market leaders in the restructuring and insolvency area, which is built on the strong foundations provided by its litigation practice and driven forward by a number of key individuals.” IFLR 1000 (2012)“’I recommend Drew and Napier because of the quality of service and the responsiveness of the team,’ says one client. ‘The service and advice have always been excellent with a future perspective. It is also combined with a very friendly attitude and willingness to go the extra mile for clients.’ IFLR 1000: The Guide to the World’s Leading Financial Law Firms (2011) “The team is active across the region as well as in Singapore itself, with Indonesian clients such as Asia Pulp & Paper proving a key source of work.” Chambers Asia (2011) “This firm is one of the country’s leading names for dispute resolution, meaning that when it comes to insolvency and restructuring work, the team ‘will be one of the first choices for distressed companies.’

 

The group is especially active on the part of Chinese companies listed in Singapore, assisting debtors on the ramifications of local suits that have been brought over defaults within China.” Chambers Asia (2010)

 

The Corporate Insolvency and Restructuring Practice Group is one of the largest dedicated legal practices in the region. In 2010, the team has been involved in just about every significant restructuring exercise in Singapore, particularly those involving companies with operations in Indonesia and the PRC. PLC’s Which Lawyer?, IFLR1000 and Chambers Global/Asia have all ranked the group as the top restructuring and insolvency practice in Singapore. Co-heads Sushil Nair and Julian Kwek are multi-year winners of industry awards recognising their status as leading insolvency practitioners. Sushil Nair was named Singapore’s Insolvency & Reorganization Lawyer of the Year 2011 by Best Lawyers. Additionally, Chambers Asia 2011 has named Sushil Nair and Julian Kwekn as Leading Individuals in the area. 2010 also marks the first year that Blossom Hing was recognised as a Leading Individual. Kwek is also our firm’s head of Indonesia Desk and a member of our China Desk. They lead a team of over 20 fee-earners. Our high level of expertise and depth of experience have led to our appointment to handle complex cases like restructuring Asia Pulp & Paper’s US$16 billion debt, which involve high-end, cross-border issues.

 

The team is made up of lawyers with very diverse skill sets, spanning dispute resolution, M&A and capital markets and the team is frequently called on to advise on solvent restructurings. The experience and skill sets developed in the region have enabled the team to continue its expansion into regional work. We believe that a key element to advising debtor companies is the willingness to expend time truly understanding the client’s business and the ability to successfully negotiate with all creditors in order to achieve a consensual outcome that benefits all parties – our clients, its bankers, as well as its trade creditors. At the same time, our unparalleled

strength in litigation means that in the event of a dispute, our clients will be represented by some of the most formidable advocates in Asia. We have been instructed on numerous occasions by Magic Circle and white shoe firms, as well as other leading international law practices, and these matters comprise some of our largest restructurings. Through our network of top tier restructuring practices around the region, we coordinate and work with local lawyers to provide the best advice for each jurisdiction. 

 

Some of our recent regional matters include:

 

Indonesia is a jurisdiction in which our team has built considerable expertise. In addition to APP, our firm advises PT Apexindo Pratama Duta Tbk, PT Truba Alam Manunggal Tbk, PT CP Prima Tbk, Sawit Mas Group and the Continental Group. The team continues to work on the restructuring of the listed companies in the Sinar Mas Group, like PT Indah Kiat Pulp & Paper Tbk and PT Pabrik Kertas Tjiwi Kimia Tbk.

 

China, Hong Kong – We advised the Thakral group of companies, with more than 200 companies worldwide, in the restructuring of the group borrowings from banks and financial institutions, amounting to some US$718 million in total. Our lawyers, working with foreign counsel, devised a new and innovative parallel scheme of arrangement in both Singapore and Hong Kong, which obtained the concurrent sanctionof both jurisdictions’ courts. In 2010, a number of S-chips, which are companies listed on the Singapore Exchange but with their assets and operations in the PRC, ran into trouble and restructuring efforts commenced for a number of them. The team has been involved in nearly all those cases, including acting for the company in Fibrechem, China Energy, China Hongxing and Sunshine Holdings and for creditor groups in Zhonghui, Sino Environment and Celestial Nutrifoods.

 

Our team has worked with a large Malaysian resort group in its RM150 million (US$42 million) restructuring of its banking facilities involving golf courses and hotels. Drew & Napier LLC was engaged by the Bank of Mauritius, the country’s central bank, to investigate the country’s largest banking fraud. Working with appointed financial advisors, our team assisted in the preparation

of a confidential report that has been extensively discussed in the Mauritian Parliament and media. In another Asian country, our lawyers were appointed by the government majority shareholder in a US$290 million fraud investigation of a foreign state-owned telecommunications company. The team working closely on the ground with senior employees and Ernst & Young (the financial

advisers), conducted a comprehensive review leading to a detailed report on mismanagement of reserves at the Board level. The team also recommended procedures for the potential recovery of these monies in arbitration and litigation proceedings. A detailed restructuring of the company’s business was prepared, dealing with the disposal of a number of insolvent assets.

 

 

Asia Pulp and Paper (US$16 billion) since 2002, Drew & Napier’s Corporate Insolvency & Restructuring team has been working on the US$16 billion debt restructuring of Asia Pulp & Paper, one of the world’s largest restructuring exercises, has involved about 150 subsidiaries worldwide including in China, Indonesia, Singapore, Europe, etc. Its creditors include the export credit agencies of various countries such as US, Japan, Germany and France, public and institutional investors, financial institutions and other government agencies. In addition, we worked as part of a team that devised a scheme of arrangement sanctioned by the Courts of Bermuda that restructured some US$690 million of debt relating to APP’s China holdings.

 

Domas Agrointi Prima (Sawit Mas Group) Debt Restructuring and Disposal (US$2.6 billion) We advised the Sawit Mas Group including itsoleochemical arm, Domas Agrointi Prima, on its debt and corporate restructuring and sale of its palm oil plantations and oleochemical plants. The obligations to be restructured include debt in excess of US$600 million, and a US$2 billion off-take agreement with Proctor & Gamble. The disposal required the consent of all stakeholders and resulted in the purchaser assuming a substantial part of the obligations of the Sawit Mas Group. PT Indah Kiat Pulp & Paper Tbk (US$2 billion)

 

We worked as part of an international team toadvise PT Indah Kiat (one of the largest paper producers in Asia) on claims brought against it by certain funds in the United States. We also recently assisted in the resolution of claims asserted against PT Indah Kiat by certain Oaktree funds. The team also continues to work on the administration of consensual restructuring agreements reached with the substantial majority of creditors of Indah Kiat in relation to the restructuring of some US$2 billion of its debt. 

 

Tuban Petro Group Restructuring (US$1 billion) – We worked as as part of a team dealing with the restructuring of the Tuban Petro Group. The petrochemical group signed a comprehensive debt restructuring term sheet with its principal creditors, the Government of Indonesia, Pertamina and BPMIGAS in May 2011 and is in the process of implementing the terms of the  restructuring. The Tuban Petro Group restructuring is considered by the Government of Indonesia to be the largest and potentially most successful restructuring in Indonesia.

 

PT Bank Negara Indonesia – We acted for PT Bank Negara Indonesia (Persero) Tbk (BNI) and its subsidiary PT BNI Securities (BNIS) in relation to a purchase of a 25% stake by SBI Securities Co., Ltd (SBIS) in BNIS for IDR 114 Billion (USD16.7 Million).

BNI is Indonesia’s second largest state-owned bank and BNIS is one of the largest securities houses in Indonesia. SBIS is a subsidiary of SBI Holdings, Inc. which is listed on both the Tokyo Stock Exchange and the Hong Kong Stock Exchange and is the holding company of the SBI Group. The SBI Group is a leading international financial powerhouse offering the full range of financial services including asset management, securities brokerage, banking, insurance, e-commerce. As a part of the strategic partnership, the parties will cooperate in the financial services business in Indonesia.

 

Trisakti Purwosari Makmur (US$150 million) – We acted for the shareholders of Trisakti Purwosari Makmur, Indonesia's 6th largest tobacco company, on a group restructuring and an investment by KT & G Corporation of US$150 million.

 

China Hongxing Sports Limited (RMB 4.7 billion) – We are acting for this Singapore listed S-Chip company and leading sports brand in the PRC which is engaged in the design, manufacture and sale of an extensive range of sports footwear and sale of a wide range of sports apparel and accessories via an extensive distribution network spanning across the PRC, Middle East, Southeast Asia, South America, Europe and Russia. Our engagement is to assist the Special Auditor which has been appointed to carry out a thorough investigation into certain irregularities raised by the Company’s auditors in the cash and bank balances, accounts receivables, accounts payables and other expenses during the audit of the Company’s subsidiary companies in the PRC as well as to advise on the appropriate measures to be adopted by the group to safeguard its assets, continue its operations and enhance values to all its stakeholders.

 

Thakral Group (US$718 million) – Drew & Napier LLC advised the Thakral group of companies, with more than 200 companies worldwide, in the restructuring of the group borrowings from banks and financial institutions, amounting to US$450 million. Our lawyers devised a new and innovative parallel scheme of arrangement in both Singapore and Hong Kong, which obtained the concurrent sanction of both jurisdictions’ courts. In addition, the team also advised and successful secured the implementation of a debt restructuring of S$365 million (US$268 million) comprising of 3 components, a Tier 1 Debt of S$62 million (deemed sustainable), a Tier 2 Debt of S$200 million (deemed unsustainable) and a Tier 3 Debt that is converted into equity. The debt restructuring also comprised of a cash sweep mechanism to allow the creditors to take the benefit of any excess cash that may be derived from daily operations.

 

TT International Ltd (S$503 million) – We advised the controlling shareholdersdirectors of a listed company in relation to its debt restructuring exercise in excess of S$503 million, which resulted in a scheme of arrangement being successfully sanctioned by the Singapore Courts and affirmed by the Singapore Court of Appeal. The team also acted for the controlling shareholdersdirectors in successfully resolving theirpersonal liabilities, of which a significant portion of some S$68 million was incurred as a result of guarantees and undertakings granted to the company’s bank lenders to secure the company’s creditor facilities. The team secured protection for the controlling shareholders-directors via a proposed voluntary arrangement in respect of their personal liabilities while they worked with the company’s creditors and professional advisors to maximize value for all the company’s stakeholders and bolster the company’s restructuring efforts

 

Indonesian agricultural group bond restructuring (US$525 million) – Drew & Napier LLC is handling the restructuring of US$300 million and US$225 million bond issues for two companies in a diversified Jakarta Exchange-listed agricultural group

 

Indonesian CPO debt restructuring (US$500 million) – We are handling a US$500 million multijurisdictional debt restructuring of an Indonesian crude palm oil company.

 

Wholly foreign owned PRC bank (US$400 – US$450 million) – We are advising the owners, a bank licensed in the Cayman Islands, on its corporate and debt restructuring and the disposal of its wholly foreign owned PRC bank to a certain US investment bank for a transaction price of between US$400 and US$450 million.

 

Fibrechem Technologies (HK$3.7 billion) – Drew & Napier LLC acted for this Singapore listed S-Chip company and Fujian Province based leading manufacturer of chemical fibres in respect of its corporate rescue following the announcement of the difficulties encountered by its auditors in the finalization of the audit of the group’s trade receivables and cash balances as at 31 December 2008. The  trading of the company’s shares was suspended and resulted in the syndicate lenders of the company seeking to wind up the Bermuda incorporated company in respect of the US$35 million loan facility. Our role includes assisting in an investigation into the transactions in question as well as advising on the debt restructuring exercise in excess of US$78 million and an investment of up to US$50 million by a “white knight” investor with more than 20 years’ experience in the

Indonesian textile industry. Indonesian infrastructure group bond restructuring Drew & Napier LLC is handling the restructuring of a US$300 million bond issued by a Jakarta Exchange-listed infrastructure group.