Industry Sectors

As a result of our extensive experience in complex financings and Thai banking regulations, we provide tailored transactional and regulatory advice to a diverse clientele, including leading international and domestic lenders, non-bank financial institutions, and fintech companies.

Our wealth of experience includes overseeing cross-border transactions and complex financings, including mergers and acquisitions of Thai banks and non-bank entities, acquisition financings and taking security over both traditional and non-traditional assets and rights such as shares, real estate, machinery and equipment, bank accounts, leases and inventories.

We excel in IPOs and other fundraising initiatives, including hybrid securities compliant with the Basel Rules, distressed portfolio transactions, leasing, factoring, banking and financial products, credit cards, and banking and foreign exchange regulations. This breadth of experience enables us to provide integrated advice on a wide range of innovative financing products, alongside traditional offerings, ensuring our clients benefit from our top-tier services and practical solutions. As a result, we have extensive experience collaborating closely with leading international law firms and advising globally recognised companies, including Adyen, Airbnb, Alipay, Apple Pay, BluePay, Grab, Oppo, PayPal, and Tencent.

Given the evolving landscape where technology blends with banking and finance, we are well-placed to provide our clients with comprehensive regulatory guidance. Our expertise spans from supporting start-ups in the tech sector to advising global leaders in digital and payment services. This includes e-payment, e-wallet, e-marketplace, payment gateway, P2P payments, lending arrangements, cryptocurrencies, and digital asset trading platforms.

Notable transactions include:

Financing

• Advised Australia and New Zealand Banking Group on the revolving Facility Agreement with a leading global professional services firm offering audit, tax, and advisory services in relation to guarantees provided by the firm’s Thai subsidiaries


• Advised Kasikornbank and JMT Network Services as syndicated lenders on a THB 20 billion loan facility to JK Asset Management for the purchase of non-performing loans


• Advised UBS AG London Branch on a USD 800 million term loan facility to a CP Group company as part of its acquisition of Tesco Lotus


• Advised Richee Holding Alliance (the owner of Pullman Bangkok Hotel G) and a subsidiary of Pioneer Hospitality Siam GBR on a THB 1.5 billion term loan facility from United Overseas Bank (Thai)


• Advised AIF Toll Road, a subsidiary of Metro Pacific Tollways Corporation, the largest toll road operator in the Philippines and a holder of interest in Don Muang Tollway, in respect of a refinancing of the existing term loan with a THB 1.7 billion term loan facility from Mizuho Bank, Bangkok Branch and Sumitomo Mitsui Banking Corporation, Bangkok Branch


• Advised 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 a THB 1.02 billion term joan facility from TMB Bank for the acquisition in Golden Lime (a leading manufacturer and distributor of lime and calcium carbonate)


• Advised 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, one of the tallest buildings in Thailand


• Advised NS Bluescope, a leading international supplier of steel products, in connection with obtaining (i) a THB 1.3 billion term loan facility from Bank of Ayudhya, and (ii) a THB 1.2 billion term loan facility from Mizuho Bank, Bangkok Branch


• Advised Maxwin Builders (the owner of the Atrium Bangkok Hotel) on a THB 1 billion term loan facility from Bangkok Bank for the refinancing and renovation of the hotel


• Advised AIF Toll Road, a subsidiary of Metro Pacific Investments Corporation, the leading infrastructure investment firm in the Philippines, and a holder of interest in Don Muang Tollway, in respect of a THB 2.1 billion term loan facility from Thanachart Bank to fund capital return


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


• Advised Seacon Development on a THB 1.2 billion loan facility from Bangkok Bank and Thanachart Bank


• Advised BlueScope Steel Thailand on a THB 2.5 billion term loan facility from HSBC, Bangkok Bank, and The Bank of Tokyo Mitsubishi UFJ, Bangkok Branch


• Advised GFPT Nichirei on a THB 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


• Advised Standard Bank as arranger in relation to a USD 100 million term loan facility to Siam Capital Developments (Hong Kong), a shareholder of Bangkok Mass Transit System (BTS)


• Advised Taiwan Cooperative Bank in relation to the pledge of listed shares as security for a USD 100 million term loan facility to Richpoint, a KGI Group company


• Advised TMB Bank on a THB 112 million term loan facility to Bangkok Ranch

M&A

• Advised Kasikorn Investure, a subsidiary of Kasikornbank, on the acquisition of J Asset Management, a wholly owned subsidiary of JMT Network Services


• Advised Ngernturbo, a consumer finance start-up providing loan products and financial services, on an acquisition by Kasikorn Vision, a subsidiary of Kasikornbank


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


• Advised Bitkub, the largest digital asset exchange in Thailand, on (i) a series of its fundraising; and (ii) its proposed strategic partnership with SCB in Bitkub Online


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


• Disposition by GE Capital in the Bank of Ayudhya to The Bank of Tokyo Mitsubishi UFJ via a voluntary tender offer, the total value of which was, at the time, thelargest M&A transaction concerning Thai companies


• Disposition by BNP Paribas of its entire interest in Cetelem Thailand to Thitikorn (TK), a nationwide hire-purchase provider for automobile and motorcycles


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


• Advised on the disposal by  Financial Institutions Development Fund (FIDF) to CIMB Group in BankThai through a bidding process.

Capital Markets

• Advised Ngernturbo in the issuing and offering of THB 500 million bonds in Thailand


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


• Advised Krung Thai Bank on its privatisation via a domestic public offering and international placement of the Financial Institutions Development Fund of 3 billion shares, with an over-allotment option of 450 million shares


• Advised Krungthai Card on its domestic public offering of 51 million new shares


• Advised on the IPO of 1.7 million shares (including the over-allotment option) of Bangkok Commercial Asset Management (BAM), which is the largest IPO of a financial group in Southeast Asia. The deal was subsequently awarded the “Deal of the Year 2020” by the Stock Exchange of Thailand


• Disposal by GE Capital in the Bank of Ayudhaya via a block trade to domestic and international institutional investors


• Issue and offering by Thanachart Bank of THB 7.1 billion Hybrid Tier One debentures


• International and domestic offering of approximately 384 million shares by Bangkok Bank

Restructuring and Insolvency (R&I)

• Advised a company within the Inter Far East Engineering (IFEC) 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


• Advised TSFC Securities on its proposed debt restructuring


• Advised Standard Bank on its subscription of THB 11.6 billion convertible bonds issued by BTS Group as part of its restructuring under a court-approved business reorganisation plan


• Advised 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 reorganisation plan


• Advised 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 and e-Payments

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


• Advised online platform operators including Grab and Airbnb in connection with their legal and regulatory compliance regarding e-payment businesses and licensing requirements in respect of their Thailand operations


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


• Advised AEON Group on its full audit of regulatory compliance


• Advised BNP Paribas Private Bank, Singapore Branch on its compliance with Thai banking laws and regulations

Asset Management

• Advised Kasikorn Investure, a subsidiary of Kasikornbank, on its acquisition in J Asset Management, a wholly owned subsidiary of JMT Network Services


• Advised Oaktree on its investment as one of the cornerstone investors in the IPO and listing of Thai Life Insurance


• Advised Kasikorn Vision, a wholly owned subsidiary of Kasikornbank, on 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


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


• Advised RS on its investment in Chase Asia group companies which engage in asset management and retail finance businesses


• Advised on the IPO of Bangkok Commercial Asset Management (BAM), the largest IPO of a financial group in Southeast Asia. The deal was subsequently awarded the “Deal of the Year 2020” by the Stock Exchange of Thailand


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


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


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


• Advised Venture Incorporation on its backdoor listing, and subsequent acquisition of a portfolio management business and other related businesses, and investment in subsidiaries engaging in asset management


• Advised a renowned financial institution on the purchase of accounts receivable worth more than THB 4 billion


• Advised Standard Chartered Nakornthon Bank on the sale of accounts receivable to Bangkok Commercial Asset Management (BAM)


• Conducted and advised on the legal due diligence for a number of confidential clients in the purchase of accounts receivable portfolios from financial institutions