G. MATTHEW SHERIDAN is a partner and a member of Sidley’s Executive Committee. He is also co-head of Sidley’s International Corporate Finance practice in Asia and works from both the firm’s Singapore and Hong Kong offices. He has lived and worked in Asia since 1994. Mr. Sheridan represents underwriters and issuers, including corporate enterprises, financial institutions, governments and governmental entities in connection with corporate financings through global offerings of debt and equity securities, as well as mergers and acquisitions and corporate restructurings. He advises clients throughout the Asia-Pacific region, including Indonesia, mainland China, Hong Kong, Taiwan, India, Singapore, Malaysia, Thailand, the Philippines and Vietnam. His experience includes transactions involving a broad range of sectors, including real estate, telecommunications, financial institutions, technology, transportation, metals industry, mining, forest products, consumer products, power and oil and gas.
Mr. Sheridan has been recognized as a leading lawyer by several publications, including Asia Pacific Legal 500, Chambers Global, Chambers Asia, International Financial Law Review's IFLR 1000, Asia Law & Practice's Asialaw Leading Lawyers, Who’s Who Legal, The Asian Lawyer and PLC Which Lawyer. In 2014, Mr. Sheridan was named as an “All Star” lawyer in the real estate industry for his representation of real estate clients across a broad range of financing transactions by The Asian Lawyer.
Mr. Sheridan has advised on numerous transactions in Asia since 1994, including the following:
High Yield and Other Debt Transactions
- PT Pelabuhan Indonesia (Persero) III, one of the largest container port operator in Indonesia, in connection with the offering of US$500 million 4.875% Senior Notes due 2024, pursuant to Regulation S and Rule 144A;
- Standard Chartered Bank, UBS and J.P. Morgan Securities plc, as Dealer Managers, in connection with an exchange offer by Indonesia-based PT Kawasan Industri Jababeka Tbk of its US$175 million 11.75% guaranteed senior notes due 2017 (“2017 notes”) for 7.50% guaranteed senior notes due 2019 (“2019 notes”), a consent solicitation to eliminate substantially all of the restrictive covenants, all of the reporting requirements, and certain of the events of default under the indenture governing the 2017 notes, and a concurrent offering of 2019 notes for “new money” which raised US$56.28 million;
- Country Garden Holdings Company Limited, one of China’s leading property developers, in its offering of US$750 million 7.5% senior notes due 2023, including “high-yield” covenants and pursuant to Regulation S and Rule 144A.. This transaction was named “Best High-Yield Bond” by FinanceAsia and IFR Asia in 2013;
- Fosun International, through a BVI-incorporated SPV, Sparkle Assets, offered and sold US$400 million 6.875% Senior Notes Due 2020, including “high-yield” covenants and pursuant to Regulation S. This transaction was named as Debt Deal of the Year by China Business Law Journal in 2013;
- China National Offshore Oil Corporation (CNOOC) in connection with its offering of US$1.3 billion 4.5% Senior Notes due 2023, pursuant to Rule 144A/Regulation S, and €500 million 2.75% Senior Notes due 2020, pursuant to Regulation S. This transaction was named Debt Deal of the Year by China Business Law Journal and Best Investment-Grade Bond of the Year by IFR Asia in 2013;
- China Oil And Gas Group Limited in its offering of US$350 million 5.25% Senior Notes due 2018, including “high-yield” covenants and pursuant to Rule 144A and Regulation S. China Oil And Gas is a China-based company focusing on natural gas and energy related business;
- SOHO China Limited, in connection with the offering of US$600 million 5.75% Senior Notes due 2017 and US$400 million 7.125% Senior Notes due 2022, including “high-yield” covenants and pursuant to Regulation S. SOHO China is a leading commercial property developer focused on central Beijing and Shanghai;
- Goldman Sachs, Standard Chartered Bank and UBS as the joint lead managers and the initial purchasers, in connection with Fosun International Limited’s offering of US$300 million 7.5% Senior Notes due 2016, including “high-yield” covenants. Fosun is a Chinese conglomerate listed in Hong Kong whose core operational businesses include pharmaceuticals and healthcare, property, steel and mining;
- Morgan Stanley, Standard Chartered, Citi and HSBC as underwriters, in connection with Longfor Properties Co. Ltd.’s offering of US$750 million 9.5% Notes due 2016, including “high-yield” covenants;
- PT Indosat in connection with two debt tender offers and a high-yield bond offering. In the tender offers, Indosat tendered for its 7.75% bonds due 2010 and 7.125% bonds due 2012. Indosat issued US$650 million 7.375% Senior Notes due 2020, including “high yield” covenants, pursuant to Regulation S and Rule 144A. The notes were issued by Indosat’s wholly-owned subsidiary Indosat Palapa Company B.V. This transaction was named in 2010 as Best High-Yield Bond by FinanceAsia;
- Shimao Property Holdings Limited in connection with the offering of US$500 million 9.65% Senior Notes due 2017, including “high-yield” covenants, pursuant to Regulation S. This transaction was named in 2010 as Best High-Yield Bond by The Asset;
- Country Garden Holdings Co. Ltd., one of China's leading property developers, in its issue of US$600 million convertible bonds pursuant to Regulation S, with a concurrent synthetic share buy-back through a cash-settled swap transaction. The bonds are listed on the Singapore Exchange Securities Trading Limited. This transaction was named in 2008 as a “Deal of the Year” by CFO Asia, “Equity-Linked Deal of the Year” by IFR Asia, “Most Innovative Deal” by The Asset, and in 2009, “Debt and Equity-Linked Deal of the Year” by IFLR (International Financial Law Review) and “Debt Market Deal of the Year” by Asian Legal Business;
- J.P. Morgan Securities Limited and ING Bank, London Branch, as initial purchasers in connection with the offering by Indo Integrated Energy B.V. of US$250 million 8.50% Senior Notes due 2012, which were guaranteed by its parent, PT Indika Inti Energi, a leading Indonesian energy conglomerate with a 46.0% equity interest in the third-largest coal mine in Indonesia. This transaction was named “Best High Yield Bond 2007” by FinanceAsia;
- Agile Property Holdings, in connection with the issuance of its US$400 million 9% Senior Notes due 2013, including “high-yield” covenants pursuant to Regulation S and Rule 144A. This transaction was named “Best High Yield Bond” in 2006 by The Asset;
- AA Investments Company Limited, a special-purpose vehicle for the acquiror management team, in connection with its issuance of US$535 million Senior PIK Notes due 2012 and warrants in connection with a “going private” transaction involving Asia Aluminum Holdings Limited, a company formerly listed on The Stock Exchange of Hong Kong Limited and the largest manufacturer of aluminum extrusion products in the P.R.C. This transaction was named “Most Innovative Deal 2006” by FinanceAsia and “Best LBO” and “Most Innovative Deal - Debt 2006” by The Asset. Mr. Sheridan also advised Asia Aluminum in 2004 in connection with its high-yield debt issue of US$450 million 8.00% Senior Notes due 2011; and
- PT Indosat Tbk, one of Indonesia's leading telecommunications providers and second-largest cellular operator, in connection with two separate high-yield debt offerings by its finance subsidiaries of US$250 million 7.125% Guaranteed Notes due 2012 and US$300 million 7.75% Notes due 2010, which issue marked PT Indosat Tbk’s first international debt offering and received Asiamoney's “Deal of the Year 2003 - Best Sub-Investment Grade Bond”.
- Goldman Sachs, Apollo Global Management, Hong Kong-based hedge fund Asia Research & Capital Management and the World Bank’s International Finance Corporation as lenders under a US$340 million distressed loan facility made available to Niko Resources, a Canadian company that has interests in various global oil and gas projects (including as a joint venture partner with Reliance Industries and BP in relation to a large gas project off the coast of India and participating interests in several PSCs in Indonesia). The loan transaction also included a royalty stream from the Indian gas project as well as farm-in options over several PSCs in Indonesia;
- Goldman Sachs and ING in connection with the distressed exchange offer by Titan Petrochemicals Group for any and all of its existing 8.50% Guaranteed Senior Notes due 2012, which were exchanged for a combination of new PIK notes, convertible bonds and cash;
- PT Davomas Abadi Tbk in the debt restructuring by Davomas of its US$238 million 11% Guaranteed Senior Secured Notes due 2011 through an exchange offer for approximately US$116 million newly issued Variable Rate Guaranteed Senior Notes due 2014. The exchange offer achieved an acceptance rate of over 98%. The exchange offer was made to give effect to a Composition Plan approved by creditors and ratified by the Jakarta District Court; and
- AA Investments Company Ltd. (“AAI”), and Asia Aluminum Holdings Ltd. (“AAH”), in connection with their tender offer and proposed restructuring relating to US$787 million in PIK Notes, associated warrants issued by AAI and US$450 million in high yield Notes issued by AAH.
- Goldman Sachs (Singapore) Pte. and Credit Suisse (Singapore) Limited as Joint Global Coordinators and international selling agents in the Indonesian IPO listed on the Indonesia Stock Exchange with concurrent Regulation S placement outside Indonesia of PT Siloam International Hospitals Tbk., Indonesia’s largest private healthcare provider and a unit of PT Lippo Karawaci Tbk, with gross proceeds of US$145 million;
- Sands China Ltd. in connection with its initial public offering listed on The Stock Exchange of Hong Kong Main Board with concurrent global placement pursuant to Regulation S and Rule 144A. Sands China is the Macau-unit of the Las Vegas Sands Corp. casino operators. Proceeds: US$2.5 billion. This transaction was named Equity Deal of the Year by IFLR and by China Law and Practice in 2010;
- Merrill Lynch Far East Limited and China International Capital Corporation Limited, as joint global coordinators, in connection with the initial public offering of Air China Limited, the national flag carrier of the People’s Republic of China. The global offering of Air China’s H shares raised over US$1 billion with a dual listing on The Stock Exchange of Hong Kong and the London Stock Exchange, a public offering without listing in Japan as well as an international tranche pursuant to Rule 144A and Regulation S;
- Goldman Sachs and CIMB as joint bookrunners in the US$660 million secondary follow on equity offering of PT XL Axiata Tbk, Indonesia’s third largest cellular telecommunications operator. This transaction was named in 2010 as Best Secondary Offering by The Asset;
- J.P. Morgan and Bahana Securities, as joint lead managers, in the privatization through an equity offering in 2007 by the Ministry of State-Owned Enterprises of shares of PT Bank Negara Indonesia (Persero) Tbk. With proceeds of US$885 million, this is the third largest equity offering ever from Indonesia (Mr. Sheridan was also issuer's counsel on the two largest offerings, PT Indosat (1994) and PT Telkom (1995)). This transaction was named as a “Deal of the Year 2007” by Asian Counsel; and
- Nine Dragons Paper (Holdings) Limited in its initial public offering listed on The Stock Exchange of Hong Kong Main Board with concurrent global placements pursuant to Regulation S and Rule 144A. Proceeds: US$500 million. This transaction was named “Best Mid-Cap IPO” in 2006 by The Asset.
- Goldman Sachs, Apollo Global Management, Hong Kong-based hedge fund Asia Research & Capital Management and the World Bank’s International Finance Corporation as lenders under a US$340 million loan facility made available to Niko Resources, a Canadian company that has interests in various global oil and gas projects (including as a joint venture partner with Reliance Industries and BP in relation to a large gas project off the coast of India);
- Shimao as borrower and certain of its subsidiaries as guarantors, in connection with multi-currency term loan facilities in the amount of US$610 million and HK$468 million made available to Shimao;
- SOHO and certain of its subsidiaries as guarantors on the US$415 million and HK$4,263 million 4-year syndicated transferable term loan facilities granted to SOHO as borrower by a syndicate of banks for the purposes of the repayment and/or prepayment of the existing loan facilities of SOHO;
- Agile Property Holdings Limited in relation to various existing credit facilities including (i) a HK$800 million facility, (ii) a bilateral loan of HK$1.55 billion and (iii) a syndicated facility of HK$1.6 billion; and
- PT Indosat Tbk on a US$315 million EKN backed syndicated loan facility.
- Gushan Environmental Energy Limited, in connection with its going-private transaction and subsequent delisting from the NYSE. The Sidley team also represented the chairman and significant shareholder in a bid to take private Gushan Environmental Energy. Gushan is a NYSE-listed leading producer of biodiesel and related products in China;
- Indosat Tbk. in a tender offer by Qatar Telecom (Qtel) Q.S.C. (Qtel) for up to an additional 24.19% of Indosat’s total share capital. The tender offer was triggered by Qtel’s initial acquisition of 40.81% interest in Indosat pursuant to a share purchase agreement with STT Communications. Pursuant to Indonesian and U.S. regulatory requirements, concurrent tender offers were launched in Indonesia and the U.S. and resulted in Qtel increasing its ownership to approximately 65.0% of Indosat’s total share capital. This was an SEC and BAPEPAM registered tender offer. (Transaction size: US$815.1 million);
- Cycle & Carriage Consortium in the acquisition from the Indonesian Bank Restructuring Agency and related entities of a strategic stake in PT Astra International Tbk. Proceeds: US$503 million;
- the Government of the Republic of Indonesia and PT Pelindo II in connection with the privatization by way of strategic stake sale of Pelindo II the State-owned enterprise responsible for port operations in Jakarta and surrounding areas. Proceeds: US$250 million; and
- the Government of the Republic of Indonesia and PT Pelindo III in connection with the privatization by way of strategic stake sale of Pelindo III the State-owned port operator responsible for port operations in Surabaya and surrounding areas. Proceeds: US$174 million.