Hanoi and Ho Chi Minh City

Asia Pacific

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2 Hanoi and Ho Chi Minh City | Asia Pacific

Most Innovative Vietnam Law Firm of the Year

IFLR Asia-Pacific Awards 2019

Vietnam Law Firm of the Year

ALB SE Asia Law Awards 2018

M&A Advisory Law Firm of the Year

Vietnam M&A Forum 2018

International Deal Firm of the Year

ALB SE Asia Law Awards 2018 & 2019

M&A Law Firm of the Year

IFLR Asia-Pacific Awards 2019

Project Finance Law Firm of the Year

IFLR Asia Awards 2019

Banking and Financial Services Law Firm of the Year

ALB SE Asia Law Awards 2018

Asia Pacific Legal Advisor of the Year

IJGlobal Awards 2017 & 2018

© Allen & Overy LLP 2019

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A&O in Vietnam

3
partners
12+
lawyers
6
offices*
20
Band 1 ASEAN
(including partners) across ASEAN rankings in Chambers
Asia 2019

Allen & Overy in Vietnam is well known for its deep knowledge and understanding
of the Vietnamese business and regulatory environment. With a first-class team of
international and Vietnamese lawyers qualified in the UK, U.S. and Australia as well
as locally in Vietnam, we provide a ‘one-stop-shop’ for domestic and cross-border
matters. This is why some of the world’s most prominent corporations choose A&O
for their transactions in Vietnam.
Our Ho Chi Minh City and Hanoi offices are an integral part of our wider ASEAN network of six offices* where we offer
local law capability in Singapore, Thailand, Indonesia and Myanmar, in addition to Vietnam. We have been involved in many
of the most high profile and complex cross-border deals in this region for many years.

Partner Adam Moncrieff is an international project finance lawyer with more than 20 years’ experience in Asia Pacific.
Chambers Asia Pacific notes that Adam is praised by market commentators as “a very talented operator”.

Partner Duc Tran is a leading Vietnamese qualified banking and corporate lawyer also with more than 20 years’ experience.
Chambers Asia Pacific quotes clients as saying “an exceptional lawyer” and “a guru when it comes to Vietnamese law”;
and in Legal 500 “one of Vietnam’s leading corporate lawyers”.

Partner Tina LeDinh is a New York-qualified corporate and international capital markets lawyer with over 11 years’
experience in Vietnam. Tina was named the “Rising Star in Corporate” at the 2018 Euromoney Asia Women in Business Awards.

More Band 1 ASEAN rankings than

any other international law firm
Chambers Asia Pacific 2019

* Singapore, Bangkok, Hanoi, Ho Chi Minh City, Jakarta (via exclusive association with Ginting & Reksodiputro), Yangon

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Our experience

Corporate/
Best Acquisition:
M&A ThaiBev’s USD4.8 billion acquisition of Sabeco
Vietnam M&A Forum 2018

ThaiBev Kinh Do
Advising ThaiBev on its USD4.8 billion acquisition of a majority stake Advising Kinh Do Corporation on its USD465 million sale of its
in Sabeco, Vietnam’s largest brewer, via a competitive offering process. confectionery business to Mondelēz International, one of the world’s
The deal represents Vietnam’s biggest privatisation and inbound M&A leading snack companies. This is one of the largest M&A transactions
transaction to date. Awarded Best Acquisition, Vietnam M&A Forum 2018. to date in the Vietnamese FMCG sector. Awarded Best Vietnam
Deal, The Asset Triple A Country Awards 2015.
Cognita
Advising Cognita, an international independent schools group, KKR
on the strategic acquisition of private schools in Vietnam. Advising on its USD250m investment in Masan Group and Masan
Nutri-Science. Masan Group is one of Vietnam’s largest private
Evergreen Group
sector companies and Masan Nutri-Science is its meat producing unit.
Advising Evergreen Group, a Taiwanese transport company, on
the acquisition of shares of VIP Greenport Joint Stock Company. Vinamilk
Advising the consortium of advisors in SCIC’s sale of 5.4%
Navis Capital Partners
of the existing shares in Vinamilk, the largest dairy company in
Advising on the acquisition of the French Hospital of Hanoi, the first
Vietnam, in a competitive bidding process.
international private healthcare facility in Hanoi, and on the purchase
of a 65% interest in OPV Pharmaceutical JSC, a Vietnamese generic Aviva
drug manufacturer. Advising on the acquisition of VietinBank’s entire 50% stake in the
life insurance joint venture between the parties and on the signing
Standard Chartered Private Equity
of a new bancassurance agreement with VietinBank.
Advising on a USD90m acquisition of a minority stake in AGPPS,
a market leader in Vietnam’s agricultural sector. H.C. Starck
Advising on a mining joint venture with Nui Phao Mining, developer
Jollibee Foods
of one of the largest tungsten mines in the world and a subsidiary
Advising Jollibee Foods on its acquisition of an additional stake in
of Masan Group, one of Vietnam’s largest private sector companies.
SuperFoods Group, its joint venture with Viet Thai International.
SuperFoods Group owns and operates the Highlands Coffee and Welkin Capital Partners
Pho 24 brands in Vietnam and is a franchisee of Hard Rock Café Advising Welkin Capital Partners on its investment in Huy Vietnam
in Vietnam, Hong Kong and Macau. Group Limited, a restaurant chain company operating restaurants
in Vietnam under several brands.
Ageas
Advising Ageas on the formation of a bancassurance joint venture Vietcombank
company in Vietnam with Muang Thai Life Assurance and Military Bank. Advising a Southeast Asia sovereign wealth fund on its
investment into Vietcombank.

“combination of a strong local and international team, quick responses and insightful analysis”
Chambers Asia, Corporate/M&A (Vietnam), 2019

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Banking
Best Syndicated Loan (Vietnam):
& Finance VinFast USD400 million syndicated loan
The Asset Triple A Country Awards 2018

VinFast syndicated loan Euler-Hermes backed loan

Advising global institutions as arrangers and bookrunners on a UD400m Advising Credit Suisse and HSBC as arrangers and bookrunners
syndicated loan to VinFast, Viernam’s first wholly domestic car on the USD950m Euler Hermes-backed export credit to VinFast.
manufacturer. Awarded Best Syndicated Loan (Vietnam),
Aircraft leasing
The Asset Triple A Country Awards 2018.
Advising Dubai Aerospace Enterprise on the leasing and financing
Foreign subsidiary financing of aircraft to Vietnam Airlines.
Advising Credit Suisse on a USD50m loan to PPF Vietnam Finance,
Goldman Sachs
the leading consumer finance provider in Vietnam operating
Advising on an investment in Ho Chi Minh City Infrastructure JSC
under the Home Credit brand. First international financing for a
through convertible bonds.
foreign subsidiary of a consumer finance company in Vietnam.
Awarded Best Vietnam Deal, FinanceAsia Achievement Awards 2015. Convertible loan purchase
Advising Credit Suisse on the purchase of a convertible loan made
Vinashin to Masan Group Companies.
Advising international lenders on the restructuring of Vinashin
and issuing notes in exchange for its debts. Vinashin is the first Government-guaranteed financing
Asian company to restructure through a UK scheme of arrangement. Advising lenders and export credit agencies from Japan, Korea and
Awarded Restructuring Deal of the Year, IFLR Asia Awards 2014. elsewhere on numerous financings for Vietnamese companies
guaranteed by the Ministry of Finance.
Vingroup syndicated loan
Advising Credit Suisse on a syndicated loan for Vingroup secured Sugar refinery
by guarantees and a pledge over shares. Awarded Best Vietnam Deal, Advising an international bank on a secured financing of a sugar
FinanceAsia Awards 2013. refinery in Vietnam. Awarded Best Structured Trade Finance
Solution, The Asset Triple A Awards 2013.
Aircraft financing
Advising Euler Hermes Kreditversicherungs on aircraft financing NPL Purchase
for VietJet Air. Advised a foreign investor on legal due diligence over a loan portfolio and
the purchase of non-performing loans (NPLs) from a Vietnamese bank.
Credit Suisse
Advising on a USD60m loan to Novaland.

Commentator notes “exceptional knowledge, “The firm is praised by clients, who say: ‘I can’t
skills” and its “flexibility and understanding”. think of anything they could do to improve,
Chambers Asia, Banking & Finance (Vietnam), 2019 and I don’t normally say this. We are realistic
in our assessment and they are excellent’.”
Chambers Asia, Banking & Finance (Vietnam), 2017

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Project Finance Deal of the Year:

Projects Nghi Son 2 Power Plant
ALB Southeast Asia Law Awards 2019

Nghi Son 2 power plant Wind and Solar power projects

Advising the sponsors on the Nghi Son 2 coal-fired power plant Advising various financial institutions and investors on lending and
project. Awarded Asia Pacific Power: Coal Deal of the Year, investments with respect to wind and solar projects.
IJGlobal Asia Pacific Awards 2019, and Project Finance Deal of
Saigon Premier Container Terminal (SPCT)
the Year, ALB Southeast Asia Law Awards 2019.
Advising ANZ, Calyon, DZ Bank and HSBC on the financing
Nghi Son Refinery of the Saigon Premier Container Terminal (SPCT) facility in
Advising JBIC, Bank of Tokyo-Mitsubishi UFJ, NEXI, KEXIM Ho Chi Minh City – the first internationally project-financed
(and other lenders) on the USD9bn Nghi Son Refinery project – port deal ever done in Vietnam.
the largest project financing in Vietnam to date. Awarded
Cai Mep International Terminal
Asia-Pacific Petrochemicals Deal of the Year, Project Finance
Advising Calyon and other lenders on the financing of the
Magazine (Euromoney) Awards 2014.
Cai Mep International Terminal project in Vung Tau province.
Petrochemicals project Awarded Asia Pacific Infrastructure Deal of the Year 2010,
Advising on a large scale petrochemicals project in Vietnam. Project Finance Magazine.
Van Phong 1 power plant Song Hau 1 power plant
Advising the sponsors on the development of a large scale Advising the lenders on the USD1.5bn 1,200MW Song
coal-fired power plant in Van Phong, Vietnam. Hau 1 super critical coal-fired power plant.
Vinh Tan 1 power plant PVN financing
Advising lenders on the financing of the 1,200MW Vinh Tan 1 Advising on a secured syndicated loan to PetroVietnam to
BOT power project in Vietnam. Awarded Project Finance Deal provide funding in connection with the Dung Quat refinery.
of the Year, IFLR Asia Awards 2016 and ALB Southeast Asia
Cement project
Law Awards 2016.
Advising on a syndicated loan to finance the Thang Long
Phu My 2.2 power plant Cement project in Vietnam, sponsored by Indonesian
Advising Electricité De France (EDF) and Sumitomo Corporation investors and off-take to Indonesia.
on the Phu My 2.2 power project – Vietnam’s multi award-winning
Alumina plant
first BOT project to reach financial close.
Advising SMBC as lender on a NEXI-backed, MOF-guaranteed
Nam Na 3 Hyro-power plant financing in relation to the Nhan Co Bauxite alumina plant.
Advising BNP Paribas on a NEXI-backed, MOF-guaranteed
financing in connection with the development of the Nam Na 3
hydro-power plant.

Clients value the firm’s “experience on projects

all over the world,” and note that “their advice is
to-the-point, and they respond in a timely manner”.
Chambers Asia, Projects, Infrastructure & Energy (Vietnam), 2019

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Real Capital
Estate Markets

Vingroup Vinhomes
Advising on a USD200m sale of a 20% equity interest in its subsidiary Advising Citigroup, Credit Suisse, Deutsche Bank, Morgan Stanley,
Vincom Retail to a consortium led by Warburg Pincus – this is HSBC, Maybank and Saigon Securities Inc. as joint bookrunners,
the largest initial investment to date in a Vietnamese company by on Vinhomes’ landmark USD1.3bn equity offering and listing on the
a global private equity firm. Awarded Best Vietnam Deal, Ho Chi Minh Stock Exchange. The transaction is the largest equity issue
FinanceAsia Awards 2013. in Vietnam to date. Multiple awards, including Best Vietnam Deal
and Best IPO – Vietnam, FinanceAsia Achievement Awards 2018.
Gaw Capital Partners
Advising on the USD1.2bn joint venture to develop the 86-storey VietJet IPO
Thu Thiem Observation Tower in Ho Chi Minh City. Advising VietJet, Vietnam’s leading international low-cost airline,
on its ground-breaking USD170m IPO on the Ho Chi Minh
CFLD International
Stock Exchange (HOSE). Awarded Best Vietnam Deal, FinanceAsia
Advising on its acquisition of a majority stake in a residential
Achievement Awards 2017.
development project from VinaLand Ltd.
VinaCapital VOF Techcombank
Advising Morgan Stanley and Deutsche Bank, as joint global
Advising VinaCapital Vietnam Opportunity Fund Limited on
coordinators on the Techcombank Rule 144A USD900m initial
its disposal of a 50% interest in a leading Vietnamese hotel to
equity offering and listing on the Ho Chi Minh Stock Exchange.
a Warburg Pincus-led consortium.
Landmark 72 Vincom Retail
Advising the bidder on the proposed purchase of a financing Advising Citigroup, Credit Suisse, Deutsche Bank and Saigon
package from onshore and offshore lenders for the Keangnam Securities as joint managers, on Vincom Retail’s Rule 144A USD700m
Hanoi Landmark Tower Project, the tallest skyscraper in Vietnam. offering of secondary shares and listing on the Ho Chi Minh Stock
Exchange (HOSE). This transaction utilised a new structure that
Blackstone resulted in shorter settlement times and, at the ºdate of closing, this
Advising Blackstone on a proposed acquisition of a portfolio was the largest ever equity deal in Vietnam.
of real estate properties in Vietnam.
Vinpearl SGX-listed exchangeable bond
Cognita Advising Deutsche Bank and Credit Suisse as bookrunners on
Advising Cognita, an international independent schools group, Vinpearl’s USD450m Reg-S only exchangeable bond listed on the
on build-to-lease school premises in Vietnam. SGX. Vinpearl is the hospitality arm of Vingroup, one of Vietnam’s
Property financing largest conglomerates.
Advising Standard Chartered Bank on a financing of the construction Sovereign bond
of a mixed-use property development in Vietnam. Advising the Vietnamese government on a USD1bn Rule 144A/Reg S
Gateway Fund sovereign bond offering. Awarded Best Bond Deal – Vietnam,
Advising on its USD50m convertible facility to NoVaLand The Asset Triple A Country Awards 2015.
Investment Group. Masan Consumer bonds
Property development Advising CGIF, a trust fund of the Asian Development Bank, on the
Advising a U.S. consortium on the development of a leisure resort guarantee of the issuance of USD100m unsubordinated bonds issued
and golf course on the Vietnamese coast and an office and hotel by Masan Consumer. Awarded Best Corporate Bond – Vietnam,
complex in Hanoi. The Asset Triple A Country Awards 2015.
VietinBank bonds
Advising VietinBank on a USD250m Rule 144A/Reg S bond
offering, the first international offering by a Vietnamese bank.

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FOR MORE INFORMATION, PLEASE CONTACT:

Ho Chi Minh City Hanoi

Allen & Overy Legal (Vietnam) LLC Allen & Overy Legal (Vietnam) LLC
39th Floor, Bitexco Financial Tower Level 5, Leadvisors Building
2 Hai Trieu 41A Ly Thai To Street
District 1 Hoan Kiem District
Ho Chi Minh City Hanoi
Vietnam Vietnam
Tel +84 28 6288 4888 Tel +84 24 6270 5388
Fax +84 28 6288 4999 Fax +84 24 6270 5399

Office contacts
Adam Moncrieff Duc Tran Tina LeDinh
Managing Partner, Vietnam, Partner, Banking Partner, Corporate
Banking and Projects and Corporate Tel +84 28 6288 4948
Tel +84 28 6288 4811 Tel +84 28 6288 4949 tina.ledinh@allenovery.com
adam.moncrieff@allenovery.com duc.tran@allenovery.com

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