Acted as Vietnam counsel along with Skadden Arps, Slate, Meagher & Flom in respect of issuance of a US$650 million corporate bond by an Indonesian oil company secured in part by client’s Vietnam oil and gas assets.
Undisclosed insurance company
Acted for a foreign financial institution, the guarantor of a US$2 billion credit facility for a 1,200 MW coal power project located in Nam Dinh Province; it involves a complex financing structure and a substantial number of contracts (eg, EPC contracts, PPA, BOT contract, Government’s guarantees, loan agreements, security documents, land lease agreements, coal supply agreement, etc).
China Merchants Group
Advised, along with Linklaters, on a joint venture for port development and operation, assisting in the entire process to conclude a joint venture agreement with Vinalines, and subsequently with the addition of PetroVietnam, for the development of a large-scale US$1 billion seaport in Ba Ria-Vung Tau. Continued to assist the Group in various investments supporting the port project. Ultimately, the project was put on hold.
Energy Capital Vietnam
Acting for ECV in connection with its plans to build, own and operate a 3,200 MW LNG power plant. We have assisted in the MOU process, advised on steps to license, advised on legal issues, investment forms, commented on feasibility study, prepared and reviewed documents for government submission, formed local entity, and otherwise assisted in all preliminary steps.
Served as outside counsel and provided broad representation to Gazprom on a wide range of licensing, internal corporate and external issues that arose from its oil and gas operations/projects in Vietnam. [Sanctions free]
Undisclosed, foreign bidder
Advised and assisted to review tender documents and to prepare its bid for the signaling package of Contract Package 3 of the Ho Chi Minh City Urban Railway Construction Project/ Ben Thanh – Suoi Tien Section (Line 1) invested by the Ho Chi Minh City Management Authority for Urban Railways.
Assisted the foreign contractor participating in a joint-name sub-contracting package, to review construction contracts with the Southern Airports Corporation of Vietnam as part of the renovation of Lien Khuong Terminal in Lam Dong Province.
[Undisclosed Belgium investor]
Assisted a foreign investor to acquire two limestone mining projects in the North. The first project, which was in the constructions phase, is located in Haiphong (with capacity of 60,000 tons per year). The other project was situated in Thanh Hoa Province. This project was operating and divided into two phases of development. The capacity of the second project is 200,000 tons per year.
Notable Non-renewable Energy Matters
Acted for a foreign financial institution which will provide overseas investment risk insurance for a 1,200MW coal-fired power project in Hai Duong Province. The Project is invested in the form of a Build Operate Transfer Project. Commented on Government guarantee, security arrangements and on complex land arrangements.
Renewable Energy, Solar, Wind Power, Waste-to-Energy Matters
Assisted a foreign fund and a Japanese bank in their joint investment (in the form of equity-linked notes) in approximately 15 separate, mixed solar and wind projects, each in a unique Vietnamese company and totaling approximately 1,000MW.
Ayala Energy (2023 October)
Assisted Ayala Energy (Ayala Group) in a joint venture with local investors for the development of two 50MW solar power projects in Khanh Hoa and Binh Thuan Provinces, and a wind power project in Quang Binh Province; prepared and negotiated investment agreement, joint venture contract and other project documentation; undertook regulatory process to obtain approval of their foreign investment and involving the infusion of foreign capital.
Assisted Ayala Energy (Ayala Group) in a joint venture with a large Vietnamese developer in connection with two solar power projects totaling 350MW in Binh Thuan Province; advised on project formation, development phases, investment procedures, foreign exchange issues; prepared and negotiated investment agreements, joint venture contract and other project documentation; assisted in private placement of different tranches of ordinary shares and preferred shares to Ayala Energy; assisted to review and negotiate project finance documentation.
Prepared, negotiated and coordinated documentation to acquire a significant stake in the project company for a 40MW solar power project in Binh Thuan Province; assisted the project company to review EPC contract with a foreign contractor. Subsequently, assisted Pacifico to sell a portion of its interest in the project to a foreign fund. Advised on corporate structure, project formation, tax and investment incentives for solar and wind projects; conducted due diligence investigations for potential investment in solar projects in Ninh Thuan Province (30MW) and two additional solar projects (50MW and 40MW) in Binh Thuan Province. Assisted Pacifico to acquire a wind power project in Ben Tre Province; assisted the project company to review EPC contract, turbine supply agreement, and other ancillary agreements during the construction stage.
Assisted a group of investors to acquire three waste-to-energy projects. The first project is located in Ho Chi Minh City (with a capacity of 2,000 tons per day). The remaining projects are located in the North (with capacity of 1,500 tons each per day). The first project is operating. The other projects are under construction and in preparatory steps.
Undisclosed investor (2023 October)
Assisted a foreign investor, being a state-owned company, in an M&A transaction in connection with one onshore wind power project (with a capacity of 49 MW) in Quang Tri Province. The Project has been operating since 2021.
Advised Limes on a joint venture project with a local partner to develop four onshore wind projects in the Central Highlands region of Vietnam.
Assisted a foreign undisclosed investor to conduct due diligence investigations on two solar projects (with a total capacity of 100 MW) which a foreign bank would fund. The DD work focused on licenses, permits, power purchase agreements and land matters.
Ranemoi Energy Pte Ltd
Advised on basic business model, corporate structure, and applicable taxes for several wind and solar projects then under consideration.
Assisted investor with a commitment from a local province for land, in a potential solar power project; assisted in structuring the investment, including working with local government agencies and higher competent authorities to revise feed-in tariff (parties eventually failed to conclude negotiations satisfactorily, resulting in abandonment of the project).
Hydro Power Matters
Acted in a proposed acquisition of a hydropower plant, including extensive legal due diligence investigation of the plant under construction, legal advice on all issues relevant to investment and operation of the plant, and assistance in working with competent government authorities in respect of licensing, investment and related issues.
Undisclosed investor from Indonesia
Advised on the legal framework for investment in hydropower plants, including public-private partnership framework, power purchase agreement, and advised on potential acquisition of several hydropower plants held as collateral in favor of banks.
Other Notable Energy Related Matters
Dubai Ports/DP World
Acted with Linklaters as borrower’s counsel in a US$100 million syndicated financing of the construction of its approximately 1,000-meter container port terminal 70% owned by Dubai Ports, and continuing to act in the recent complex restructurings of the facility. The facility involves comprehensive security arrangements, including equity mortgages and shareholders funding subordination. More recently we have worked with Clifford Chance in a new restructuring.
Acted for Ayala Group in a strategic investment in CII (leading infrastructure investment group), including due diligence reviews in respect of various infrastructure projects (Hanoi Highway, Saigon Bridge, Binh Trieu Bridge, Rach Chiec Bridge, etc.) of CII; preparation and negotiation of transaction documents; advice on issues under Vietnamese law; assisted in closing of investment.
Advised PVGas, a state-owned company, on matters involving an EPC contract for an offshore pipeline project.
Advised EVN, a state-owned enterprise, on construction and bidding matters relating to its transmission line and power projects.
Acted for Manila Water in various strategic investments in water treatment and distribution plants in Ho Chi Minh City, Thai Nguyen Province, Lam Dong Province, including conducting due diligence reviews of the target plants, preparing and negotiating transaction documents, coordinating closing work.
Castle Harlan, Inc, CHAMP Private Equity Pte Ltd, and Lime Rock Partners
Acted along with Chamberlain, Hrdlicka, White, Williams & Aughtry for a group of foreign investors in connection with their acquisition of a fleet of offshore drilling rigs from Transocean Inc of which two rigs were located in Vietnam.
Acted for a foreign fund to acquire a significant number of shares in PVD, a subsidiary of PetroVietnam.
Oil States Industries (Asia) Pte Ltd (OSI)
Assisted OSI in a joint venture with Petroleum Trading and Drilling Technical Service Company Ltd, which is a subsidiary of PetroVietnam. Prepared joint venture documents to manufacture, supply and thread API pipe connections.
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).
Assisted in relation to the client’s potential wind power project in Binh Thuan Province up to the stage of obtaining a foreign contractor license (ultimately, the project did not go forward).
Stone and Webster
Acted independently for EPC contractor in proposed investment in a private power plant to serve the Cai Mep Industrial Park in Ba Ria-Vung Tau, including drafting, reviewing off-take agreements, power purchase agreements, financing documentation.
Kreditanstalt für Wiederaufbau and Deutsche Investitions-Und Entwicklungsgesellschaft MBH
Acted in respect of the financing, restructuring, and expansion of a private power project near Ho Chi Minh City, including review, comment, revision, and drafting of documentation.
Undisclosed Japanese bank
Acted as Vietnam counsel for the 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.
Acted on behalf of a consortium member in respect of the engineering and design contracts for the Dung Quat refinery construction project; related due diligence work.
Assisted in Vietnam-related work under the global acquisition of Production Tester’s oil well assets, including stake in joint venture with PetroVietnam in Vietnam, conducted due diligence review of Vietnam assets and prepared acquisition documentation.