Sidley advised R-Bridge Healthcare Fund (RBF), a fund managed by healthcare-dedicated asset management firm, CBC Group, on a US$120 million “hybrid” financing granted by Natixis Corporate & Investment Banking through its Hong Kong branch. This transaction is market-leading as it is a bespoke hybrid fund financing which is emerging in the Asian market. As opposed to traditional capital call facilities, hybrid financing combines elements of both capital call financing “looking up” to the undrawn investor capital commitments, and net asset value (NAV) financing “looking down” to the value of the underlying assets of the fund for recourse. This provides a more flexible solution, as the fund can not only utilise the facility when there are undrawn and recallable investor capital commitments, but also borrow against the NAV of the investments made.
Due to the complexity of the hybrid nature of the transaction, we had to navigate issues relating to the methodology and determination of the borrowing base at an early stage and negotiate a highly customised covenant package, which required a good understanding of the legal framework for the fund as well as its underlying assets. As the underlying assets of the fund were located in different jurisdictions, the security documents were subject to different governing laws, and we worked seamlessly with our London, Singapore, and U.S. offices to ensure a smooth and swift closing.
Headquartered in Singapore, CBC Group is focused on platform building, buyout, private credit, venture, and real estate across the healthcare space, including pharmaceutical, biotech, medical technology, and healthcare services. RBF provides leading biotech, biopharma, medical technology, and healthcare services companies with bespoke, non-dilutive financing, backed by Asia-sourced healthcare royalty/revenue interests, or through a range of alternative financing structures.
The Sidley team is led by partner Olivia Ngan (Hong Kong). Other core members also included Lei Li, managing partner of Sidley’s offices in Beijing and Shanghai, and other partners Annie Wallis (Chicago), Daniel Lindsey (Singapore), and William Gwyn (London). They were supported by China advisor Dora Pan (Beijing), senior managing associate Horine Ye (Hong Kong), managing associate Shen Mei Bolton (New York), associate Kelly Lam (Hong Kong), legal assistant Caulyn Bong (Singapore), and trainee solicitor Kelly Kan (Hong Kong).
Sidley’s banking and finance team in Hong Kong is part of the multidisciplinary China Corporate and Finance group. The team has been ranked as a Leading Firm in Banking and Finance by Legal 500 Asia Pacific 2023. The team is also ranked Nos. 1 and 2 in Borrower’s Legal Counsel by Debtwire’s Asia (ex-Japan) Loans Legal Advisors League Table in 2021 and 2022, respectively. It has advised on a number of award-winning financings which were recognized by as China Business Law Journal (CBLJ), IFLR Asia-Pacific Awards and The Asset.
Sidley’s China Life Sciences practice is an integrated part of the firm’s Global Life Sciences practice, which has more than 200 dedicated lawyers globally. It is the only Band One firm ranked by Chambers Asia Pacific/Greater China Region for 14 consecutive years. It advises clients across the full spectrum of the business lifecycle, ranging from formation, corporate governance, and compliance operations for startups to collaboration, licensing, commercialization, and filing in the business development phase, including initial public offering, refinancing, and bonds/notes issuance, as well as domestic and cross-border mergers and acquisitions, asset restructuring, dispute resolution and international arbitration, equity incentive plans, and privatizations.