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Sidley Austin Advises JPMorgan and UBS on a US$400 Million High Yield Offering for Greentown China Holdings Limited

Sidley Austin
2006-12-05 11:19 5175

HONG KONG, Dec. 5 /Xinhua-PRNewswire/ -- International law firm Sidley

Austin acted as U.S. counsel to the initial purchasers JPMorgan and UBS in

connection with Greentown China Holdings Limited's (Greentown) issuance of

its US$400 million 9% Senior Notes due 2013, including "high yield"

covenants, pursuant to Regulation S and Rule 144A.

Matthew Sheridan, a partner in Sidley's Hong Kong office, led the

transaction. This is the fifth high yield bond offering that Sidley has

worked on in Asia to have closed successfully this year.

Mr. Sheridan notes, "The special features of this transaction included

structuring the covenants to allow the company flexibility to invest in

minority-owned entities, within the framework of traditional high yield

covenants. The challenge is to introduce complex products like high yield

debt, particularly in Asia, where the product is not yet prevalent. We

particularly enjoy working with issuers and underwriters to expand the market

for this product."

This latest transaction is the third occasion in which Sidley has advised

the underwriters in connection with a transaction for Greentown. In January

2006, Sidley represented JPMorgan in connection with Greentown's US$150

million convertible bond offering and in July 2006, Sidley also acted for the

underwriters, JPMorgan and UBS, in connection with Greentown's US$400 million

initial public offering, with a listing on the main board of The Stock

Exchange of Hong Kong (SEHK) and international placements pursuant to Rule

144A and Regulation S. Partners Timothy Li and Constance Choy of Sidley's

Hong Kong office acted on those transactions.

Greentown, headquartered in Hangzhou (Zhejiang Province), China, is one

of the leading residential property developers in China.

Notes for Editors:

Sidley is one of the world's largest full-service law firms, with more

than 1,700 lawyers practicing in 15 offices in Asia, Europe and the U.S.

Sidley is consistently ranked at the top of the Thomson Financial league

tables.

For 2005, the firm was ranked as:

-- top issuer counsel and third as underwriter counsel for U.S. debt,

equity and equity-related offerings;

-- top issuer counsel and top underwriter counsel for U.S. investment

grade debt; and

-- top issuer counsel and third underwriter counsel for U.S. straight

debt, including asset-backed and mortgage backed securities.

In Asia, lawyers in the corporate finance team advise clients on U.S.,

Hong Kong and English law in connection with all types of equity, debt and

equity-linked transactions, including SEC-registered offerings in the United

States, international securities offerings pursuant to Rule 144A and

Regulation S governed by U.S. and English law, The Stock Exchange of Hong

Kong Main Board and Growth Enterprise Market (GEM) listings, and issuances

involving the creation of ADR or GDR programs.

In 2005, Sidley ranked first in relation to the number of transactions

advising issuers and first (tied) in relation to the number of transactions

advising underwriters for listings on The Stock Exchange of Hong Kong

Mainboard. (Asian Legal Business, Jan 2006).

In 2006, Sidley was named to Legal Business' Global Elite, their survey

of "the 15 finest law firms in the world."

Source: Sidley Austin
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