BANKING, CAPITAL MARKETS & FINANCINGS

We offer specialist expertise for Banking, Capital Markets & Financing services.

Representative Clients

How We Can Help

Notable Capital Markets: Bonds and Debt Instruments

Phu My Hung

Acted as counsel to issuer in VND denominated secured bond (equivalent to US$75 million) privately placed to IFC and back-to-back VND denominated secured bond (equivalent to US$7 million) privately placed to Vietcombank, and a US$75 million bond to IFC under IFC’s Covid-response project in Vietnam.

CTBC Bank

Acted as Vietnam counsel (alongside Russin & Vecchi Taiwan as Taiwan counsel) to CTBC-led consortium providing guarantee backed by complex security for Phu My Hung’s issue of US$80 million bonds to investors in Taiwan.

Taipei Fubon Bank

Acted as Vietnam counsel (alongside Russin & Vecchi Taiwan as Taiwan counsel) to Taipei Fubon Bank as fronting guarantor for Phu My Hung’s issue of US$150 million bonds to investors in Taiwan secured by Vietnam-based assets.

Manulife

Assisted Manulife in numerous subscriptions to secured and non-secured bonds issued by commercial banks and corporations in Vietnam, such as BIDV, Asia Commercial Bank, Orient Commercial Bank, Saigon-Hanoi Bank, EVN Finance (partially guaranteed by GuarantCo of PIDG), Masan Group, Thaco, Becamex, VSIP, Nam Long, etc.

Prudential

Acted for Prudential in various subscriptions to secured and non-secured bonds issued by commercial banks and corporations in Vietnam, such as BIDV, Asia Commercial Bank, EVN Finance (partially guaranteed by GuarantCo of PIDG), Hong Phong Energy, Thanh Thanh Cong, Thaco, Becamex, Tin Nghia, etc.

Susi

Acted on a potential convertible bond for Susi partners (a Swiss-based infrastructure investment fund manager focusing on energy transition), along with Sumitomo Banking Corporation, intended to be privately placed with a leading developer with a diverse portfolio of renewable energy projects including solar, wind, and rooftop, involving extensive due diligence and bond document negotiation.

Hoan My Medical Corp

Acted as Lead counsel to Hoan My in its issue of US$100 million-equivalent bonds guaranteed by CGIF (under the Asian Development Bank), the first bond offering for the healthcare sector. (Deal of the Month and Deal of the Year 2019 – Asian-mena Counsel).

Wells Fargo

Acted as Vietnam counsel for the bank in its role as administrative agent and collateral agent in several syndicated loans to Novelis Inc.

ISDA

Advised on various regulatory and legal issues to structure derivatives transactions involving Vietnamese counterparties under ISDA documents.

Nomura

Assisted Nomura in ISDA-based derivatives transactions with local banks in Hanoi in respect of various sovereign and commercial bonds.

VinaCapital

Assisted VinaCapital in its purchase of corporate bonds issued by a media startup company for business expansion.

BankInvest

Acted for this foreign investment fund in investments in a series of complex convertible instruments issued by different entities under the Masan Group.

Notable Capital Markets, Listings

VMEP

Hong Kong listing. IPO and listing on Hong Kong Stock Exchange of Vietnam Manufacturing and Export Processing Holdings/Sanyang Industries (SYM), a group of Taiwan owned, Vietnam-based operating companies manufacturing motorcycles and parts.

Taiwan listing. Vietnam Manufacturing and Export Processing Holdings secondary Depository Receipts listing in Taiwan (after its listing on the Hong Kong Stock Exchange).

COFCO

China IPO. Initial public offering in China of the agri and grain business of food giant COFCO, with operations in multiple countries, including Vietnam.

Vietnam Opportunity Fund

London AIM’s listing on the London Stock Exchange, including issuing a Vietnam legal opinion for listing purposes.

Amata

Thailand listing which included its industrial park in Vietnam.

Notable Fund Raisings

MoMo

Raised capital through several series of private placements and rights issues with foreign private and sovereign investment funds, including multi-million US dollar Series C from Warburg Pincus in 2018 and US$100 million Series D from Warburg Pincus, Goodwater Capital, Kora Management, Macquarie Capital, Tybourne Capital and others, in 2020.

Son Kim Retail

Raised VND 460 billion of capital through private placement of preference shares to IFC for expansion of GS25 convenient store chain.

Saigon Premier Container Terminal

Acted as borrower’s counsel in a US$220 million syndicated financing of the construction of its 950 meter container port terminal 70% owned by Dubai Ports, including, with Clifford Chance, the recent complex restructuring of the facility.

Phu My Hung

Several financings by Bank of China for land purchases and project developments.

Financing by Cathay United Bank for land fee payment.

Mega Bank

US$30 million financing for new residential project by Phu My Hung.

China Trust

Financing for construction of serviced apartment building in the Crescent, Phu My Hung.

Financing for land fee payment for a residential project in District 7, Ho Chi Minh City.

Taipei Fubon

Financing for the construction of a serviced apartment building in the Crescent, Phu My Hung.

Cai Mep International Terminal

Acted as special counsel to examine and opine on complex land issues and assisted in fixing identified issues for purposes of a multi-million US dollar credit facility to finance the construction of the terminal.

Undisclosed client

Acted as Vietnam counsel for a Japanese bank to provide overall financing for its client, an intended investor in the Nam Con Son gas pipeline project, including review, comment, revision of documents, and assessment of the project’s planned compliance with environmental standards. The bank’s customer disposed of its interest shortly before closing, and our representation terminated.

BANKING

Notable General Banking

Citibank

Advised the bank on various operational matters relating to branding promotion, co-branding arrangements, prepared bank forms for SME banking products, assisted with risk management policies.

Taipei Fubon Bank

Assisted to streamline suites of banking forms, advised on a wide range of operational matters.

Bank of China

Advised on a comprehensive range of operations and banking products for the branch in Vietnam.

CTBC Bank

Assisted to restructure and consolidate the suites of banking forms for operations in Vietnam.

Bank of Communications

Prepared key bank forms for the Ho Chi Minh City Branch of the Bank.

Bangkok Bank

Prepared bank forms based on parent formats for use in Vietnam.

Western Union

Advised Western Union on regulations on money remittance services, new products, and representation agreements with local banks.

Asia Commercial Bank

Assisted the bank in various transactions involving ISDA-based structured products and derivatives with foreign banks.

Vietcombank

Advised on regulatory compliance for investment in offshore-listed bonds.

Undisclosed Vietnamese bank

Acted along with Willkie Farr & Gallagher on US sanctions issues involving cross-border payments.

PROJECT FINANCINGS

Bank of America

Acted as Vietnam counsel for the bank in its role as administrative agent and collateral agent in loans to an offshore borrower with onshore collateral.

Vietcombank/ Vietinbank/ACB/ BaoVietBank

Acted as lenders’ counsel in a US$69 million syndicated financing of the construction of the Crescent Mall, the then largest high-end shopping mall complex in Phu My Hung, Saigon South New Urban Area. The syndicate was entirely Vietnamese and was led by Vietcombank.

Standard Chartered Bank

Acted as Vietnam counsel for the bank in its role as administrative agent and collateral agent in loans to an offshore borrower with onshore collateral.

Dubai Ports/DP World

Along with Linklaters, acted as borrower’s counsel in a US$100 million syndicated financing of the construction of its 1,000 meter container port terminal 70% owned by Dubai Ports, and continuing to act in recent complex restructurings of the facility. The facility involved comprehensive security arrangements, shareholders guarantees, including equity mortgages and shareholders funding subordination. Subsequently acted, along with Clifford Chance, in the acquisition by Emirates NBB of all outstanding debt from existing lenders.

Bank SinoPac

Acted for BankSinoPac in a series of financing for development of schools by Thanh Thanh Cong Education under Thanh Thanh Cong Group.

Acted for BankSinoPac, through the bank’s branches in Taiwan, Hong Kong, and Vietnam in a series of financing and refinancing facilities for the acquisition of an industrial property by Becamex-Warburg.

China Trust/CTBC Bank

Acted as lenders’ Vietnam counsel (alongside Squire Patton Boggs acting as English counsel) to a syndication for a US$52 million facility to finance the construction of a polyester filament yarn factory with a designed capacity of 60,000 metric tons per year.

Acted as lenders’ Vietnam counsel (alongside Stephenson & Harwood as Hong Kong counsel) to a syndication for a US$21 million offshore facility and a VND350 billion onshore facility to Top Sports Textile for the construction of a factory to manufacture different types of fabrics.

Acted as Vietnam counsel (alongside Russin & Vecchi in Taiwan acting as Taiwanese lead counsel) to a syndication of Taiwanese banks in an US$80 million financing and a subsequent US$132 million credit facility to Formosa Industries for phase 2 of its production facilities in Vietnam.

Mega Bank

Acted as lenders’ Vietnam counsel (alongside Russin & Vecchi in Taiwan acting as Taiwanese lead counsel) to a syndication of Taiwanese banks in a US$276 million credit facility to China Steel Sumikin.

Acted as lenders’ Vietnam counsel (alongside Russin & Vecchi in Taiwan as Taiwanese lead counsel) to syndication arranged by Mega Bank in an initial US$165 million facility for Phase I, US$130 million facility for Phase II, and US$220 million facility for Phase III to Cheng Loong Paper.

Bank of China

Assisted the Ho Chi Minh Branch and an offshore branch of the bank to restructure and renovate an existing loan with a creative security structure involving assets based in Vietnam.

Bank of Communications

Assisted the bank in a number of financings, including as co-lender in a US$143 million loan to the An Khanh 2×50MW Thermal Power Plant Project in Thai Nguyen Province, and as guarantor to the main contractor of the Vietcombank-Bonday-Ben Thanh project in Ho Chi Minh City.

PV Drilling

Acted as borrower’s counsel in the US$115 million syndicated financing of the purchase of a drilling rig/jack-up platform by an affiliate of the state-owned corporation, Vietnam Oil and Gas Group (PetroVietnam).

ANZ Bank

Acted as lenders’ counsel to a syndicate represented by ANZ in financing expansion of grain and bulk port terminal in Ba Ria — Vung Tau and in subsequent restructuring of the facility.

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Tel: (84-28) 3824-3026





    Significant Cases

    Our Professionals

    FAQs

    Russin & Vecchi has a unique history in Vietnam. It had an office in Saigon from 1967 to 1975 and had a large commercial practice at that time. It returned to Vietnam, and in 1993 it was licensed as one of the first few foreign law firms permitted to practice in Vietnam, and it opened its current offices in Ho Chi Minh City and Hanoi.

    Clients include large multinationals with long experience in Vietnam. They include both Vietnamese and foreign owned firms. Some of our clients are introduced by international law firms, some are introduced by existing clients, and many learn of us by simple word of mouth or based on our experience or reputation in the market.

    There are several independent offices of Russin & Vecchi. They are in New York, USA; Taipei, Taiwan; Santo Domingo, Dominican Republic; Bangkok, Thailand; Moscow, Vladivostok and Yuzhno-Sakhalinsk, Russia. There is no shared governance.

    Heineken was the firm’s first client in 1993 and Russin & Vecchi worked with Heineken and the government with much good will involved all around, as the Government had little experience in such an investment, and all parties wanted to cooperate. The parties eventually agreed on a process that was acceptable to both Heineken and the Government. The brewery was one of Vietnam’s first foreign invested high-profile projects.

    There was an odd series of successful claims made by former Vietnamese contractors against the US Government for contractual work they did in Vietnam on US projects constructed during the war.