BENJAMIN CARALE is an associate in the firm’s Hong Kong office. His practice focuses on corporate finance and securities transactions, including high yield debt offerings, initial public offerings and liability management transactions. Mr. Carale has represented issuers and underwriters in a number of international bond and equity issuances, including restructuring transactions, in the Philippines, Indonesia, Vietnam and the P.R.C., covering distribution to international investors pursuant to Rule 144A or Regulation S.
Prior to joining Sidley in 2009, Mr. Carale worked for three years in a major U.S. law firm in New York, where he focused on representing corporate issuers and borrowers with respect to all types of acquisition financing transactions, including high-yield and investment-grade bond offerings and syndicated bank facilities. Mr. Carale is also admitted to practice law in the Philippines, where he worked for eight years in a leading law firm, focusing on cross-border mergers and acquisitions and corporate finance.
His recent representative transactions include advising:
- J.P Morgan, Standard Chartered Bank and UBS as joint bookrunners and lead managers, in connection with Metropolitan Light International Limited’s offering in January 2013 of US$450 million 5.25% Guaranteed Senior Notes due 2018, guaranteed by Metropolitan Light Company Limited and Hong Kong Broadband Network Limited;
- UBS, as sole bookrunner for GT Capital Holdings, Inc., a leading Philippine conglomerate, on the largest-ever overnight equity transaction executed out of the Philippines as of January 2013. This placement raised approximately US$249 million for GT Capital Holdings, Inc. and approximately US$104 million for Grand Titan Capital Holdings, Inc., its controlling shareholder;
- Altus Capital Pte Ltd, a wholly-owned subsidiary of PT Chandra Asri Petrochemical Tbk, in connection with its offer to purchase for cash any and all of its outstanding 12.875% Senior Secured Guaranteed Notes due 2015 and solicitation of consents for the amendment of the terms and conditions of such Notes;
- Gushan Environmental Energy Limited, a leading producer of biodiesel and related products in China, in connection with its going-private transaction and subsequent delisting from the NYSE that became effective in October 2012;
- GT Capital Holdings, Inc., in connection with its US$503 million initial public offering on the Philippine Stock Exchange including a Rule 144A / Regulation S international offering in April 2012;
- Petron Corporation, the Philippines’ largest oil refining and marketing company and a subsidiary of San Miguel Corporation, in connection with the financing of its US$577.3 million acquisition of ExxonMobil’s downstream oil business in Malaysia in April 2012;
- Robinsons Land Corporation in connection with its Php13.6 billion stock rights offering in 2011 of common shares listed with the Philippine Stock Exchange;
- PT Indosat Tbk, one of the leading telecommunications companies in Indonesia, in connection with the offering by its wholly-owned subsidiary in July 2010 of US$650 million 7.375% guaranteed senior notes due 2020. This transaction was named by FinanceAsia as the “Best High-Yield Bond” for 2010;
- PT Krakatau Steel (Persero) Tbk., the largest steel producer in Indonesia, in connection with its initial public offering on the Indonesia Stock Exchange including a Rule 144A / Regulation S international offering in October 2010;
- Goldman Sachs (Asia) L.L.C. and ING as arrangers and dealer managers in connection with the offer of Titan Petrochemicals Group Limited in June 2010 to exchange its 8.50% Guaranteed Senior Notes due 2012, of which US$315.6 million remained outstanding at the time of the exchange offer, for a combination of cash, guaranteed senior convertible notes due 2015 and guaranteed senior paymentin- kind notes due 2015;
- PT Bank Bukopin Tbk in connection with its rights offering in 2011 of Series B common shares and the related placement of certain rights shares owned by existing shareholders; and
- Shimao Property Holdings Limited in connection with the offering in March 2011 of its US$350 million 11% Senior Notes due 2018, and in connection with the solicitation of consents in January 2010 to certain proposed amendments to the indenture covering its Senior Floating Rate Notes due 2011 and 8% Senior Notes due 2016.