主题:美国律师杂志：Dealmakers of the Year 2011|
作者:雷风雨 10:00am 05/04/2011
回应: [余生高贤追流霞]--- 赠工人党候选人陈硕茂君 作者: 德仁 10:29am 04/04/2011
Dealmakers of the Year
By Irene Plagianos
The American Lawyer
April 01, 2011
For a business with something of a dowdy reputation, Agricultural Bank of China Limited--that nation's third-largest lender--had some big ambitions when it decided to go public last year. It wanted to raise a lot of money, perhaps a record amount, despite the global economic crisis. It wanted to move quickly. And--perhaps trickiest of all--it wanted a dual listing, on both the Shanghai Stock Exchange, which trades only in China, and the Hong Kong Stock Exchange, which trades internationally.
To pull it off, the bank, known colloquially as AgBank, turned to a lawyer with plenty of experience with dual listings--Davis Polk & Wardwell's Show-Mao Chen. Four years earlier, Chen, who is based in Beijing, led a Davis Polk team that advised China's biggest bank, Industrial and Commercial Bank of China Limited (ICBC), in its initial public offering. That IPO raised $19 billion, making it the world's largest at the time; it was also the first entity to list shares in Shanghai and Hong Kong.
Dual listings are difficult because each exchange has different sets of regulatory requirements related to disclosure, timing, and underwriting practices. These issues can become especially complicated in a large offering.
So Chen and his team began working under what he calls some of "the most challenging circumstances I have seen" so AgBank's IPO could launch in both markets. By April 2010, the bank had lined up ten lead underwriters, a record number—four for Shanghai and six for Hong Kong. It would fall to the Davis Polk lawyers to manage the various opinions of the underwriters and smoothly incorporate them into the prospectus.
Time constraints increased the pressure. There was talk about other Chinese banks that wanted to go public in 2010, and AgBank wanted to ensure that it would be the first in line. The bank wanted to get the IPO to market by July, giving Chen just a three-month window. "Three months is just about the shortest time to market I've seen for an IPO of this kind," he says. "And it certainly felt like it was done in record time."
Chen had teams of lawyers camped out in Davis Polk's Beijing office to keep up with the demanding pace. Meetings were conducted in both English and Chinese, and all of the documents were drafted in both languages, often doubling the lawyers' work.
Antony Dapiran, a former Freshfields Bruckhaus Deringer partner who worked as AgBank's Hong Kong counsel on the IPO, credits Chen with shepherding a "very complex IPO, done on a very compressed timetable, while managing the many parties involved." (Dapiran left Freshfields after the IPO and is now a partner at Davis Polk.)
Finally, there was the hipness factor: AgBank didn't have much. Because it specializes in agricultural loans, which usually have lower profit margins than other sorts of loans, AgBank had long been called the ugly sister of Chinese state banks, Chen says. That meant that the key to pulling off the IPO was emphasizing the bank's potential for growth. (Chen calls it the "glass half-full" view of the bank.) While its loan margins were small, for example, AgBank had the largest network of banks in China, most of them outside the country's largest cities. So in the prospectus, Chen highlighted the "substantial potential for economic growth" in these rural areas. "We were able to sharpen the focus of the bank's disclosure for investors," he says. "That was crucial."
Their work paid off. When the IPO went to market, it raised $22 billion, a record amount that surpassed the sum raised by ICBC four years earlier. Because the IPO had been priced in China, not overseas, as is more customary, "in a way, this IPO was like a coming-out party for China," Chen says. "It feels like China has really arrived on the international market."
AgBank's record stood for only a few months, until November, when the American IPO that relaunched General Motors Company raised $23 billion. But on July 6, at least, the ugly sister was finally the star of the show.
DEAL IN BRIEF: AgBank IPO
Value: $22.1 Billion
Firm's Role: Issuer's Counsel
* CLICK HERE to access all the profiles of this year's Dealmakers of the Year.