FacultyFaculty/Author Profile
Alexander E. Lloyd

Alexander E. Lloyd

Sidley Austin

Central, Hong Kong, , HKG


ALEX LLOYD is a partner in Sidley’s Hong Kong office. His practice focuses on debt and equity capital markets, including high-yield debt offerings and initial public offerings. He has represented issuer and underwriters in a number of notable high-yield offerings throughout the Asia region, including Indonesia, Thailand, Malaysia, Korea, Hong Kong and the P.R.C. Examples of Alex’s significant experience include:

  • San Miguel Corporation (SMC) in its US$800 million overseas bond offering, which set a record as the largest U.S. dollar-denominated corporate bond issue out of the Philippines. The issue was San Miguel's inaugural drawdown of its newly established US$2 billion medium-term note program. San Miguel Corporation is the Philippines’ largest beverage, food and packaging company;
  • J.P Morgan, Standard Chartered Bank and UBS as joint bookrunners and lead managers, in connection with Metropolitan Light company’s offering of US$450 million 5.25% Guaranteed Senior Notes due 2018 guaranteed by Metropolitan Light Company and Hong Kong Broadband Network. Hong Kong Broadband Network is a broadband service provider in Hong Kong; and
  • UBS, as sole global coordinator, sole bookrunner and lead manager, and Credit Suisse, Deutsche Bank and J.P. Morgan, as co-lead managers, in connection with the Regulation S/Rule 144A top-up equity placement of LT Group, Inc., a Philippine listed company.  The offering raised approximately US$920 million, attracted 11 cornerstone investors (the first time a cornerstone investor process was used in a Philippine transaction), and is one of the largest-ever equity transactions executed out of the Philippines. The LT Group is one of the largest conglomerates in the Philippines with interests in market-leading businesses across tobacco, beverages, distilled spirits, banking and property development. This transaction was named “Best Philippines Deal” by FinanceAsia in 2013 and “Deal of the Month” in July 2013 by Asian-MENA Counsel.

    Alex has been recognized as a leading U.S. lawyer in the Capital Markets and High-Yield categories of Chambers Global, Chambers Asia Pacific, IFLR 1000 and PLC Which Lawyer.

    Alex’s equity capital markets practice includes representing issuers and underwriters in connection with initial public offerings on the Stock Exchanges of Hong Kong and Singapore that include a distribution to international investors including pursuant to Rule 144A. Alex’s practice covers a wide range of other capital markets activities including investment grade debt offerings, restructurings, liability management exercises and compliance with U.S. rules and regulation, including pursuant to the Securities Exchange Act of 1934.  

    EXPERIENCE

    High-Yield and other Debt Capital Markets Transactions

  • Transfield Services Limited in connection with its offering of US$325 million of Guaranteed Senior Notes due 2020 pursuant to Regulation S and Rule 144A;
  • Mirabela Nickel Limited in connection with its offering of US$395 million of 8.75% senior unsecured notes due 2018 pursuant to Rule 144A in the international and U.S. debt capital markets. This was a debut issuance by Mirabela, an ASX-listed Australian company with its headquarters in Perth and operations in Brazil;
  • Times Property Holding Limited in its offering of US$225 million 12.625% Senior Notes due 2019 and subsequence US$80 million “tap”;
  • Times Property Holdings Limited in its offering of RMB900 million 10.375% Senior Notes due 2017, including “high-yield” covenants and pursuant to Regulation S. Times Property is one of the leading property developers focusing on the development of residential properties in China;
  • KWG Property Holding Limited in its offering of US$400 million 8.25% Senior Notes due 2019, including “high-yield” covenants and pursuant to Regulation S. KWG Property Holding Limited is a leading property developer in China;
  • Logan Property Holdings Company Limited in its offering of US$300 million 11.25% Senior Notes due 2019, including “high-yield” covenants and pursuant to Regulation S.Logan Property is a property developer in China;
  • CIFI Holdings (Group) Company Limited in its offering of US$200 million 8.875% senior notes due 2019 including “high-yield” covenants and pursuant to Regulation S;
  • Guangzhou R&F Properties Co. Ltd in its offering of US$1 billion 8.5% Senior Notes due 2019 by Trillion Chance Limited, including “high-yield” covenants and pursuant to Regulation S;
  • Guangzhou R&F Properties Co. Ltd in the offering of US$400 million 8.75% Senior Notes due 2020 by Caifu Holdings Limited, including “high-yield” covenants and pursuant to Regulation S;
  • KWG Property Holding Limited in its offering of US$300 million 8.625% Senior Notes due 2020, including “high-yield” covenants and pursuant to Regulation S;
  • KWG Property Holding Limited in connection with an offering of US$250 million 12.5% Senior Notes due 2017, including “high-yield” covenants, pursuant to Regulation S and Rule 144A;
  • Guangzhou R&F Properties Co. Ltd in its offering of US$238 million 10.875% Notes due 2016 by Big Will Investments Limited, through a re-opening of its existing 10.875% Senior Notes due 2016, including “high-yield” covenants and pursuant to Regulation S;
  • Altus Capital Pte Ltd, a wholly-owned subsidiary of PT Chandra Asri Petrochemical Tbk, in connection with its offer to purchase for cash any and all of its outstanding 12.875% Senior Secured Guaranteed Notes due 2015 and solicitation of consents for the amendment of the terms and conditions of such Notes;
  • Shougang Holding (Hong Kong) Limited as guarantor and Shougang Holding Bonds Limited (a special purpose vehicle of the guarantor), as issuer in Shougang’s offering of RMB 1.0 billion (approximately US$157 million) 4.875% Bonds due 2013, pursuant to Regulation S. Shougang Holding (Hong Kong) Limited, a direct, wholly owned subsidiary of Shougang Corporation, one of the largest steel manufacturers in China, is primarily engaged in investment holdings and holds significant interests in companies listed on The Stock Exchange of Hong Kong Limited which are engaged in a variety of businesses including, among others, steel manufacturing, mining and supply of raw materials for steel manufacturing. It's also engaged in the import and trading of iron ore through one of its subsidiaries;
  • Hong Kong-listed Lonking Holdings Limited in connection with its cash tender offer to repurchase up to a principal amount of US$80 million of its outstanding US$350 million 8.50% Senior Notes due 2016. We also advised Lonking Holdings Limited in its offering of US$350 million 8.5% Senior Notes due 2016, including “high-yield” covenants and pursuant to Regulation S and Rule 144A. Lonking is a leading manufacturer of wheel loaders and one of the major manufacturers of construction machinery in China;
  • Barclays Capital and Citigroup as joint global coordinators and Barclays Capital, Citigroup, HSBC, Deutsche Bank, Standard Chartered Bank (Hong Kong) Limited and The Royal Bank of Scotland as joint lead managers and bookrunners in the issuance of RMB1.5 billion 4.2% Bonds due 2027, pursuant to Regulation S by China Development Bank Corporation. We also represented Barclays Capital as the sole lead manager and bookrunner in the re-opening of this offering to issue an additional of RMB1 billion (US$159 million) 4.2% bonds due 2027 pursuant to Regulation S;
  • ENN Energy Holdings Limited in its offering of US$750 million 6.0% Senior Notes due 2021. Part of the proceeds will be used to refinance existing US$200 million Notes issued in 2005, a transaction on which Alex also worked. Listed on the Stock Exchange of Hong Kong, ENN Energy is one of the largest non-state owned gas pipeline operators and LPG distributors in China; 
  • J.P. Morgan, Goldman Sachs, Citigroup and China International Capital Corp. (CICC) as managers of the establishment of a US$2 billion EMTN Programme by Global Logistics Properties Limited and issue of RMB2.65 billion 3.375% Notes due 2016. Global Logistics Properties is one of the largest providers of modern logistics facilities in Asia with operations principally in China and Japan; 
  • Guangzhou R&F Properties Co. Ltd in its offering of RMB2.612 billion 7% Senior Notes due 2014 and US$150 million 10.875% Senior Notes due 2016 by Big Will Investments Limited in 2011; 
  • LDK Solar Co., Ltd., a leading solar wafer manufacturer in China, in connection with its offering of RMB 1.2 billion 10% Senior Notes due 2014, including “high-yield” covenants. The offering, pursuant to Regulation S, was denominated in renminbi and settled in U.S. dollars; 
  • KWG Property Holding Limited in connection with an offering of US$350 million 12.75% Senior Notes due 2016 pursuant to Regulation S; 
  • Barclays Capital, Deutsche Bank and ING as lead managers in connection with the offering of US$315 million 11.75% Senior Notes due 2014 by Prime Dig Pte Ltd and guaranteed by PT Bukit Makmur Mandiri Utama; 
  • J.P. Morgan as lead manager in connection with the offering of US$375 million 11.75% Senior Notes due 2014 by Country Garden Holdings Company Limited; 
  • Noble Group Limited in connection with its US$500 million 8.5% Senior Notes due 2013. This transaction was named “Best Asia High-Yield 2008” by The Asset
  • BOC International and Deutsche Bank Securities as joint lead managers in connection with the offering of 4,000 units consisting of US$400 million 9.75% Senior Notes due 2014 and 264 million warrants for up to 264 million ordinary shares of Neo-China Group (Holdings) Limited; 
  • J.P. Morgan on the issuance by Parkson Retail Group Limited of US$200 million 7.875% Senior Guaranteed Notes due 2011, unconditionally guaranteed by certain of its subsidiaries. The issuer used the proceeds to purchase a credit linked note issued by J.P. Morgan; 
  • Ranhill Berhad on the US$220 million 12.5% Guaranteed Notes due 2011, unconditionally guaranteed by Ranhill Berhad and certain of its subsidiaries. This transaction was the first high-yield debt offering by a Malaysian issuer; 
  • Barclays Capital as sole bookrunner and lead manager in connection with the offerings of US$325 million 11% Guaranteed Senior Secured Notes due 2012 issued by Blue Ocean Resources Pte Ltd and guaranteed by PT Central Proteinaprima Tbk; 
  • PT Arpeni Pratama Ocean Line Tbk in connection with the offering of its US$160 million 8.75% Guaranteed Secured Notes due 2013; 
  • Citigroup and Goldman Sachs as the initial purchasers on the offering by C&M CO Limited of US$200 million Floating Rate Senior Notes due 2011 and US$450 million 8.1% Senior Notes due 2016 by C&M Finance. This transaction was named in 2006 as “Best High-Yield Bond Deal” by FinanceAsia and “High-Yield Bond of the Year” and “South Korea Bond of the Year” by IFR Asia; and 
  • XinAo Gas Holdings Ltd on the US$200 million guaranteed notes due 2012 jointly and severally guaranteed by certain of XinAo’s subsidiaries.

    Equity Transactions

  • Credit Suisse and Deutsche Bank as the joint lead managers and international underwriters in Philippine National Bank’s (“PNB”) US$260 million rights offering. PNB is the Philippines’ fourth largest private domestic commercial bank in terms of total assets and has the largest overseas network among Philippine banks;
  • Deutsche Bank, J.P. Morgan and UBS AG as the joint global coordinators in Robinsons Retail Holdings’ initial public offering on the Philippines Stock Exchange. The IPO, which raised approximately US$622 million, is thought to be one of the most significant IPOs to be listed in the Philippines. The Robinsons Retail Holdings is one of the largest multi-channel retailers in the Philippines;
  • GT Capital Holdings, Inc., a leading Philippine conglomerate, in connection with its US$503 million initial public offering on the Philippine Stock Exchange including a Rule 144A / Regulation S international offering in April 2012;
  • J.P. Morgan, Citi, KimEng, CCB International and ABC International as underwriters, in connection with the initial public offering of Xiwang Special Steel Company Limited listed on The Stock Exchange of Hong Kong Main Board with concurrent global placement pursuant to Regulation S;
  • Robinsons Land Corporation in connection with its Php13.6 billion stock rights offering in 2011 of common shares listed with the Philippine Stock Exchange;
  • PT Krakatau Steel (Persero) Tbk., the largest steel producer in Indonesia, in connection with its initial public offering on the Indonesia Stock Exchange and Rule 144A placement in 2010;
  • J.P. Morgan, Morgan Stanley and UBS in connection with the initial public offering of Wynn Macau Limited on the Stock Exchange of Hong Kong and Rule 144A placement; 
  • Macquarie and BOC International in connection with the initial public offering of Ausnutria Dairy Corporation Ltd on the Stock Exchange of Hong Kong and Rule 144A placement; 
  • Goldman Sachs and Morgan Stanley in connection with the initial public offering of Yingde Gases Group Company Limited on the Stock Exchange of Hong Kong and Rule 144A placement; 
  • Credit Suisse and Morgan Stanley in connection with the initial public offering of China Resources Cement Holdings Limited on the Stock Exchange of Hong Kong and Rule 144A placement; 
  • Morgan Stanley Asia Limited and CCB International Capital Limited on the initial public offering of GCL-Poly Energy Holdings on the Stock Exchange of Hong Kong and Rule 144A placement; 
  • Morgan Stanley Asia Limited on the initial public offering of China High Speed Transmission Equipment Group on Stock Exchange of Hong Kong and Rule 144A placement; 
  • Xingda International Holdings Limited as special U.S. counsel on its initial public offering on the Stock Exchange of Hong Kong and Rule 144A placement; and 
  • AAC Acoustic Technologies Holdings Inc on its initial public offering on the Stock Exchange of Hong Kong and Rule 144A placement.

    * Includes transactions completed prior to joining Sidley Austin

    PUBLICATIONS

  • Co-author of “FAQs: New Listing Rules with Respect to Debt Securities Offered to Professional Investors”, Hong Kong Lawyer.
  • Co-author of “Listing Mineral Companies in Hong Kong and the Opportunities for Junior Mineral Companies,” published in Securities Law, the newsletter of the International Bar Association Legal Practice Division.
  • Co-author of “Chapter 16 – Material Contracts” of the Hong Kong Sponsor Due Diligence Guidelines.

    SPEAKING ENGAGEMENT

  • Panelist of “Second Annual Institute on Corporate & Securities Law in Hong Kong 2014”, Practising Law Institute, Hong Kong. “Chapter 9: Debt Markets—PRC and Hong Kong Issuers” of the seminar was published by Practising Law Institute as course handbook(May 2014).

PRACTICES

  • Securities
  • Global Finance

AREAS OF FOCUS

  • SEC Disclosure
  • Workouts and Restructurings

ADMISSIONS & CERTIFICATIONS

  • Maryland, 1993
  • HK Registered Foreign Lawyer (Maryland), 2005

EDUCATION

  • Georgetown University Law Center(J.D., 1992, cum laude)
  • Dartmouth College (B.A., 1986, Hons)
Share
Email

  • FOLLOW PLI:
  • twitter
  • LinkedIn
  • YouTube
  • RSS

All Contents Copyright © 1996-2018 Practising Law Institute. Continuing Legal Education since 1933.

© 2018 PLI PRACTISING LAW INSTITUTE. All rights reserved. The PLI logo is a service mark of PLI.