Industry Sectors

Having in-depth knowledge and extensive experience in complex financings and Thai banking regulations, we offer both transactional and regulatory advice and services to a broad spectrum of clients, including leading international and domestic lenders, non-bank financial institutions, and fintech companies.

Our wealth of experience in managing cross-border transactions and complex financings (on both lending and borrowing sides), including those concerning mergers and acquisitions of Thai banks and non-bank companies, acquisition financings, taking security of both traditional and non-traditional assets and rights (e.g. shares, immovable properties, machinery and equipment, bank accounts, leases and inventories), IPO and other fund raisings (including hybrid securities pursuant to the Basel Rules), sale and purchase of distress portfolios, leasing, factoring, banking and financial products, credit cards and other banking and foreign exchange regulations and compliance enables us to assist our clients with integrated advice in a wide range of innovative financing products as well as the more traditional ones with our first-class services and practical solutions.

As IT and technologies have become a significant part of banking and financial services industry, we are very well placed to provide our clients with our comprehensive regulatory guidance to not only start-up tech companies but also leading global players in a broad range of digital and payment related matters, including E-payment, E-wallet, E-marketplace, payment gateway, P2P payment, lending arrangements, cryptocurrencies and digital asset trading platforms. We have worked closely and regularly with leading international law firms and their clients including Adyen, Airbnb, Alipay, Apple Pay, BluePay, Grab, Oppo, PayPal, Tencent. Given the considerably sophisticated and complex nature of application of the new technologies which vary from one jurisdiction to the others, we are prepared to guide our clients through this very challenging frontier in finding practical solutions in light of the developing regulatory framework.

Notable transactions include:

Financing

• Advising Kasikornbank and JMT Network Services as syndicated lenders in Baht 20,000,000,000 loan facility to JK Asset Management for the purchase of non-performing loans


• Advising UBS AG, London Branch on US$800,000,000 term loan facility to a CP group company as part of its acquisition of Tesco Lotus


• Advising Richee Holding Alliance (the owner of Pullman Bangkok Hotel G) and a subsidiary of Pioneer Hospitality Siam GBR on Baht 1,500 million term loan facility from United Overseas Bank (Thai)


• Advising AIF Toll Road, a subsidiary of Metro Pacific Tollways Corporation, the largest toll road operator in the Philippines, and a holder of 29.45% interest in Don Muang Tollway in respect of a refinancing of the existing term loan with Baht 1,700,000,000 Term Loan Facility Agreement from Mizuho Bank, Bangkok Branch and Sumitomo Mitsui Banking Corporation, Bangkok Branch


• Advising CE Lime, (a joint venture company between Carmeuse, one of the largest lime and lime-related products producers in the world, and GP Group) in respect of Baht 1,020,000,000 Term Loan Facilities from TMB Bank for the acquisition of 52.13% interest in Golden Lime (a leading manufacturer and distributor of lime and calcium carbonate)


• Advising Pace Development in connection with the senior secured debt financing granted by Apollo and Goldman Sachs to two of its subsidiaries for the development and completion of the MahaNakhon Tower, the potentially tallest observation deck and rooftop bar in Thailand, and an adjacent retail building, as well as a partial repayment of the secured loans to the bank lenders


• Advising NS Bluescope, a leading international supplier of steel products, in connection with its obtaining of (i) Baht 1,300 million term loan facilities from Bank of Ayudhya, and (ii) Baht 1,200 million term loan facilities from Mizuho Bank, Bangkok Branch


• Advising Maxwin Builders (the owner of the Atrium Bangkok Hotel) on Baht 1 billion Term Loan Facility from Bangkok Bank for the refinancing and renovation of the hotel


• Advising AIF Toll Road, a subsidiary of Metro Pacific Investments Corporation, the leading infrastructure investment firm in the Philippines, and a holder of 29.45% interest in Don Muang Tollway in respect of Baht 2.1 billion Term Loan Facility from Thanachart Bank to fund capital return


• Advising Globex Corporation on Baht 2 billion term loan facility from Bangkok Bank for financing of the acquisition of Christiani & Nielsen


• Advising Seacon Development on Baht 1,200 million loan facility from Bangkok Bank and Thanachart Bank


• Advising BlueScope Steel Thailand on Baht 2.5 billion Term Loan Facility from HSBC, Bangkok Bank, and The Bank of Tokyo Mitsubishi UFJ, Bangkok Branch


• Advising GFPT Nichirei on Baht 1.17 billion Credit Facility from Mizuho Corporate Bank, The Bank of Tokyo Mitsubishi UFJ, Bangkok Branch, Sumitomo Mitsui Banking Corporation, Bangkok Branch and TMB Bank


• Advising Standard Bank as arranger in relation to US$100 million Term Loan Facility to Siam Capital Developments (Hong Kong), a shareholder of BTS


• Advising Taiwan Cooperative Bank in relation to the pledge of listed shares as security for US$100 million Term Loan Facility to Richpoint, a KGI Group company


• Advising TMB Bank on Baht 1,112,164,753.17 Term Loan Facility to Bangkok Ranch

M&A

• Advising Kasikorn Investure, a subsidiary of Kasikornbank, on the acquisition of almost 10% interest in J Asset Management, a wholly owned subsidiary of JMT Network Services


• Advising Ngernturbo, a consumer finance startup providing loan products and financial services, on the acquisition of almost 10% interest of the company by Kasikorn Vision, a subsidiary of Kasikornbank


• Advising Akulaku, a leading banking and digital finance platform in Southeast Asia, in its joint venture with Card X, a subsidiary of SCBX


• Advising Bitkub, the operator of the largest digital asset exchange in Thailand, in (i) a series of its fund raising, and (ii) its proposed strategic partnership with SCB in Bitkub Online


• Advising Cathay Financial Holdings, Taiwan’s largest financial holding company, in a strategic investment through an acquisition of 9.9% shares in Sawad


• Disposition by GE Capital of its entire interest in Bank of Ayudhya to The Bank of Tokyo Mitsubishi UFJ via a voluntary tender offer, the total value of which is believed to be the then largest M&A transactions concerning Thai companies


• Disposition by BNP Paribas of its entire interest in Cetelem Thailand to TK


• Advising a renowned UK bank in its potential acquisition of Capital OK, an operator of personal loan, retail finance, credit card and hire-purchasing businesses


• Disposal by Financial Institutions Development Fund (FIDF) to CIMB Group of approximately 42% interest in BankThai through a bidding process

Capital Markets

• IPO and listing of Chase Asia, a provider of comprehensive lending, debt collection, and non-performing loan (NPL) management services


• Krung Thai Bank: Privatisation of Krung Thai Bank through the domestic public offering and international placement by Financial Institutions Development Fund of 3 billion Shares with an over-allotment option of 450 million shares


• Krungthai Card: Domestic Public Offering of 51,000,000 New Shares


• Initial Public Offering of 1,765,000 shares (including the Over-Allotment option) of Bangkok Commercial Asset Management (BAM), which is considered to be the largest IPO of financial group in Thailand as well as South East Asia. The deal was subsequently awarded the “Deal of the Year 2020” by the Stock Exchange of Thailand


• Disposal by GE Capital of approximately 7.6% of the total issued shares in Bank of Ayudhaya via a block trade to domestic and international institutional investors


• Issue and offering by Thanachart Bank of Baht 7,130,000,000 Hybrid Tier One
• International and domestic offering of 384,349,800 Shares by Bangkok Bank

Restructuring and Insolvency (R&I)

• Advising Inter Far East Engineering (IFEC)’s group on the acquisition of the entire interest in Dhara Dhevi Hotel Chiang Mai Group and its purchase of Dhara Dhevi’s debts under the rehabilitation plan from the Export-Import Bank of Thailand


• Advising TSFC Securities on its initial stage of the proposed debt restructuring


• Subscription by Standard Bank of Baht 11,643,000,000 Convertible Bonds issued by BTS Group as part of its restructuring under the court approved business reorganisation plan


• Advising Standard Bank in connection with a term loan facility to Siam Rail Transport and Infrastructure to partly fund the borrower’s purchase of the Zero Coupon Unsecured and Unsubordinated Convertible Bonds due 2010 issued by Bangkok Mass Transit System (“BTS”), a Bangkok sky train operator, in compliance with BTS’ business eorganization plan


• Advising Seacon Development on its acquisition of the entire interest in Wattanawana (during its business rehabilitation proceedings), which owns and operates Future Park Bangkae

Banking Regulations, Compliance, E-Payment, and etc.

• Advising PayPal in its business operation in Thailand and regulatory issues concerning e-payment and other corporate matters


• Advising a few online platform operators including Grab and Airbnb in connection with compliance and relevant laws and regulations concerning an e-payment business and licensing requirements in respect of their operation in or relating to Thailand


• Advising Ek-Chai Distribution, the operator of Tesco Lotus on laws and regulations concerning electronic payment businesses and application for relevant licenses from the Bank of Thailand


• Advising AEON Group on its full audit of regulatory compliance


• Advising BNP Paribas Private Bank, Singapore Branch on general banking laws, compliance and other regulations in Thailand

Asset Management

• Advising Kasikorn Investure, a subsidiary of Kasikornbank, on the acquisition of almost 10% interest in J Asset Management, a wholly owned subsidiary of JMT Network Services


• Advising Oaktree in connection with its investment as one of the cornerstone investors in the IPO and listing of Thai Life Insurance


• Advising Kasikorn Vision, a wholly owned subsidiary of Kasikornbank, in its joint venture with J Asset Management, a wholly owned subsidiary of JMT Network Services, under the name ”JK Asset Management” engaging in managing non-performing loans and non-performing assets


• Advising Noble in connection with its 20% investment in Srisawad Corporation’s wholly owned subsidiary, SWP Asset Management


• Advising RS in its investment in 35% interest in Chase Asia group companies which engage in asset management and retail finance businesses


• Initial Public Offering of 1,765,000 shares (including the Over-Allotment option) of Bangkok Commercial Asset Management (BAM), which is considered to be the largest IPO of financial group in Thailand as well as South East Asia. The deal was subsequently awarded the “Deal of the Year 2020” by the Stock Exchange of Thailand


• Advising Allianz Asset Management in connection with its investment in Thai securities and other securities regulations


• Advising UOB Asset Management on its business consolidation with ING Funds (Thailand)


• Advising on the merger of Ayudhya Fund Management and PrimaVest Asset Management


• Advising Venture Incorporation on its backdoor listing transaction, acquisition of a non-performing debtors portfolio (loan for auto hire-purchase), preparation for non-performing debt management and debt collection services business, and other related businesses, and investment in subsidiaries engaging in asset management business


• Advising a renown financial institution in the purchase of account receivables worth more than Baht 4 billion


• Advising Standard Chartered Nakornthon Bank in the sale of account receivables to Bangkok Commercial Asset Management (BAM)


• Advising and conducting legal due diligence for a number of clients, whose names are undisclosable, in the purchase of account receivable portfolios from financial institutions