Matthew Sheridan

Matt has advised on numerous transactions in Asia since 1994, including the following:

High-Yield and Other Debt Transactions

• PT Indonesia Asahan Aluminium (Persero) (Inalum):

• US$2.5 billion multi-tranche bond offering, comprising US$1 billion of five-year bonds, US$1 billion of 10-year bonds and US$500 million of 30-year bonds.
• inaugural US$4 billion multi-tranche bond offering, comprising US$1 billion of three-year bonds, US$1.25 billion of five-year bonds, US$1 billion of ten-year bonds and US$750 million of thirty-year bonds. Inalum is an Indonesian state-owned company that is transforming itself to be a strategic holding company that overseas all state-owned mining companies. Named “Debt Market Deal of the Year” by Asian Legal Business Indonesia Law Awards 2019.
  

• PT Medco Energi Internasional Tbk, the largest independent oil and gas exploration and production company in Indonesia, based on market capitalization:

• Standard Chartered Bank, ANZ, DBS Bank Ltd., ING and Mandiri Securities as lenders and underwriters in connection with US$550 million bridge-to-bond financing to fund the acquisition by Medco Energi of Ophir Energy plc, a London-listed oil and gas exploration and production company. Named 2019 “Indonesia Capital Markers Deal of the Year” by IFR Asia Awards 2020.  
• Morgan Stanley Asia (Singapore) Pte., Standard Chartered Bank, DBS Bank Ltd, CLSA Limited, Credit Suisse (Singapore) Limited and Mandiri Securities Pte. Ltd. as initial purchasers in connection with US$500 million principal amount of 6.75% Senior Notes due 2025 by a Singapore SPV.
• J.P. Morgan (S.E.A.) Limited, Credit Suisse (Singapore) Limited, CLSA Limited, Australia and New Zealand Banking Group Limited and Mandiri Sekuritas, as initial purchasers, in connection with Medco Energi ’s offering of US$300 million Senior Notes and a tap issuance of US$100 million Senior Notes, pursuant to Rule 144A/Regulation S.

• PT Bayan Resources Tbk., one of the largest public-listed coal producers in Indonesia, in connection with its offering of US$400 million 6.125% senior notes due 2023.
• PT Pelabuhan Indonesia (Persero) (Pelindo III), one of the largest container port operators in Indonesia, in connection with its US$500 million 4.875% senior notes due 2024 and its US$500 million 4.50% senior notes due 2023.
  
• Geo Energy Resources Limited, a leading coal producer in Indonesia, in connection with its high-yield offering of US$300 million 8.00% senior notes due 2022.
• No Va Land Investment Group Corporation, a leading real estate developer in Vietnam, listed on the Ho Chi Minh Stock Exchange, in connection with its US$160 million convertible bond offering and US$150 million share placement under Regulation S and Rule 144A.
• United Photovoltaics Group Limited (currently known as Panda Green Energy Group Limited), a leading global eco-development solutions provider headquartered in Hong Kong, on its offering of US$250 million 8.25% senior notes due 2020, including “high-yield” covenants and pursuant to Regulation S. 
• PT Pan Brothers Tbk., one of Indonesia’s largest garment manufacturers, in connection with its US$200 million 7.625% Senior Notes due 2022.
• Country Garden Holdings Co.Ltd., one of China’s leading property developers: 

• US$650 million 4.75% Senior Notes due 2023, including “high-yield” covenants, pursuant to Regulation S.
• 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.
• 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 Ltd. This transaction was named in 2008 as a “Deal of the Year” by CFO Asia, “Equity-Linked Deal of the Year” by IFR Asia, and “Most Innovative Deal” by The Asset, and in 2009 as “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.

• PT Soechi Lines Tbk., Indonesia’s largest independent tanker shipping company, in the establishment of a S$300 million Multicurrency Medium Term Note Programme platform for the issuance of high-yield bonds. DBS and OCBC were arrangers of the transaction.
• PT Solusi Tunas Pratama Tbk. as the Parent Guarantor and Pratama Agung Pte. Ltd. as the Issuer in the issue and sale of US$300 million 6.25% Senior Notes due 2020. BNP Paribas, HSBC, ING Bank, J.P. Morgan and Standard Chartered Bank are the mandated lead arrangers for the bonds. PT Solusi Tunas Pratama Tbk. is Indonesia’s third largest independent telecom-tower leasing company.
• PT Kawasan Industri Jababeka Tbk, a major real estate developer in Indonesia:  

• J.P. Morgan Securities plc, Standard Chartered Bank and UBS AG, Hong Kong Branch as initial purchasers in the issuance of US$111 million principal amount of 6.50% Guaranteed Senior Notes due 2023.
• J.P. Morgan Securities plc, Standard Chartered Bank and UBS AG, Hong Kong Branch as (i) dealer-managers in an exchange offer and consent solicitation in connection with US$260 million principal amount of 7.5% Guaranteed Senior Notes due 2019 by a Dutch SPV of Jababeka for new guaranteed senior notes due 2023 and (ii) initial purchasers in a Rule 144A/Regulation S issuance of new notes for cash.
• Standard Chartered Bank, UBS and J.P. Morgan Securities plc, as Dealer Managers, in connection with an exchange offer byJababeka 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.
• Credit Suisse and Standard Chartered Bank, as joint lead managers and initial purchasers, in connection with Jababeka’s offering of US$175 million 11.75% Senior Notes due 2017, including “high-yield” covenants, pursuant to Regulation S and Rule 144A. 

• PT Indosat Tbk, one of Indonesia’s leading telecommunications providers and second largest cellular operator

• 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.
• 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.”

• Fosun International Ltd, a Chinese conglomerate listed in Hong Kong whose core operational businesses include pharmaceuticals and healthcare, property, steel and mining.

• Fosun, 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.
• Goldman Sachs, Standard Chartered Bank and UBS as the joint lead managers and the initial purchasers, in connection with Fosun’s offering of US$300 million 7.5% Senior Notes due 2016, including “high-yield” covenants.  

• China National Offshore Oil Corporation (CNOOC) in connection with its offering of US$1.3 billion 4.5% Senior Notes due 2023, pursuant to Regulation S and Rule 144A, 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 Ltd. in its offering of US$350 million 5.25% Senior Notes due 2018, including “high-yield” covenants and pursuant to Regulation S and Rule 144A. China Oil and Gas is a China-based company focusing on natural gas and energy-related business.
• SOHO China Ltd. 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.
• 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.
• Shimao Property Holdings Ltd. 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.
• PT Indika Energy Tbk, a leading Indonesian energy conglomerate with a 46% equity interest in the third largest coal mine in Indonesia:

• Indika Energy and Indo Integrated Energy II B.V. with respect to US$230 million 9.75% Senior Notes due 2016, including “high-yield” covenants, pursuant to Regulation S and Rule 144A. This transaction was named “Best High-Yield Bond” by The Asset.
• Indika Energy and Indo Integrated Energy II B.V. with respect to US$250 million 8.5% Senior Notes due 2012 designed to obtain certain amendments and waivers to provide enhanced flexibility for proposed acquisition activity and other corporate actions. Citigroup Global Markets Limited acted as the solicitation agent.
• J.P. Morgan Securities Ltd. and ING Bank, London Branch, as initial purchasers in connection with the offering by Indo Integrated Energy B.V. of US$250 million 8.5% Senior Notes due 2012, which were guaranteed by its parent, Indika Energi. 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 Co. Ltd., a special-purpose vehicle for the acquirer 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 Ltd., a company formerly listed on The Stock Exchange of Hong Kong Ltd. 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. Matt also advised Asia Aluminum in 2004 in connection with its high-yield debt issue of US$450 million 8% Senior Notes due 2011.

Distressed/Restructuring Transactions

• 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.
• Deutsche Bank as the dealer manager, in connection with Renhe Commercial Holdings Co. Ltd.’s offer to purchase for cash and a consent solicitation with respect to its outstanding 11.75% Senior Notes due 2015 and 13% Senior Notes due 2016. This transaction was part of a successful debt restructuring involving simultaneous and cross conditional rights offering, debt tender offer and exit consent and loan transactions.
• Goldman Sachs and ING in connection with the distressed exchange offer by Titan Petrochemicals Group Ltd. for any and all of its existing 8.5% 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.
• AA Investments Co. 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.

Equity Transactions

• PT Telkom as issuer and the Government of the Republic of Indonesia as selling shareholder, on its US$1.7 billion global initial public offering of shares and ADSs with listings on the stock exchanges in New York, London, Jakarta and Surabaya.This is one of the largest IPOs in Indonesia. PT Telkom is an Indonesian multinational telecommunications conglomerate.
• PT Indosat Tbk as issuer and the Government of the Republic of Indonesia as selling shareholder on its US$1.1 billion global initial public offering of shares and ADSs with a listing of the shares on the Jakarta Stock Exchange and the ADSs on the New York Stock Exchange. This was the first privatization in Indonesia through a capital markets transaction and is one of the largest IPOs in Indonesia. PT Indosat is a leading telecommunications providers and the second largest cellular operator in Indonesia.
• PT Krakatau Steel (Persero) Tbk on its US$226 million initial public offering and listing on the Indonesia Stock Exchange. Krakatau sold approximately 20% of its equity. This was the third-largest IPO in Indonesia in 2010 and the largest IPO for a state-owned company since 2006. PT Krakatau Steel is the largest steel producer in Indonesia.
• PT Bank Central Asia Tbk and the Indonesian Bank Restructuring Agency on the sale by the Government of shares in the bank through an US$108 million initial public offering, listing on the Jakarta Stock Exchange and concurrent global placement pursuant to Regulation S and Rule 144A. PT Bank Central Asia is Indonesia’s largest privately owned bank.
• Gushan Environmental Energy Ltd.on its US$185 million initial public offering and listing on the New York Stock Exchange.  Gushan is a leading producer of biodiesel and related products in China.
• ManpowerGroup Greater China Limited, in connection with its initial public offering listed on the Main Board of The Stock Exchange of Hong Kong Limited. ManpowerGroup Greater China Limited is a comprehensive workforce solutions and other HR services provider in Greater China. Proceeds: US$ 65.1 million.
• PT XL Axiata Tbk, Indonesia’s third largest cellular telecommunications operator:

• Rights offering of 2.76 billion in a pre-emptive rights issue (24.35 percent of enlarged capital) with projected proceeds of Rp8.66 trillion (approximately US$651.62 million).
• Goldman Sachs and CIMB as joint bookrunners in the US$660 million secondary follow-on equity offering of Axiata.  This transaction was named in 2010 as “Best Secondary Offering” by The Asset.

• Goldman Sachs (Singapore) Pte. and Credit Suisse (Singapore) Ltd. 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.

• PT Bank Mandiri Tbk on its US$1.35 billion rights offering and the contemporaneous secondary share offering by the Government of the Republic of Indonesia. This transaction was named “Best Secondary Offering/Rights Issue” by The Asset.
• PT ABM Investama Tbk in its Rp 2.1 trillion (US$222 million approximately) initial public offering listed on the Indonesia Stock Exchange. ABM Investama is an integrated energy company which, through its operating subsidiaries, has diversified operations in coal mining, services related to the energy industry and manufacturing in Indonesia. 
• 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 Ltd. and China International Capital Corporation Ltd., as joint global coordinators, in connection with the initial public offering of Air China Ltd., 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 and an international tranche pursuant to Rule 144A and Regulation S.
• 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. Matt 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.
• Nine Dragons Paper (Holdings) Ltd. 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.

Loans and Structured Finance

• Goldman Sachs and the other lenders on a S$590 million limited recourse senior secured borrowing base facility for Lion City Rentals secured against a fleet of motor vehicles in Singapore.
• 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.
• 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 four-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 Ltd. 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.
• PT Indosat Tbk. on a US$315 million EKN backed syndicated loan facility.
• Merrill Lynch & Co., as joint lead manager and sole bookrunner, in connection with the successful completion of a US$600 million future flow securitization of future coal export receivables for PT Kaltim Prima Coal and PT Arutmin Indonesia, two subsidiaries of Indonesia’s PT Bumi Resources. This was a significant transaction in many respects: the first cross-border securitization from Indonesia and the reopening of the market since the Asian financial crisis of 1997, the largest non-sovereign deal from Indonesia and the first stand alone cross-border future flow securitization in Asia to receive an investment grade rating. This transaction was named in 2005 as “Best International Securitization” and “Most Innovative Deal” by FinanceAsia, “Securitization Deal of the Year” and “Indonesian Capital Markets Deal of the Year” by IFR Asia, “Best Securitization” by Asiamoney, “Best Cross-Border Securitization” by The Asset, “Securitization Deal of the Year” by IFLR and in 2006 as “SE Asia Structured Finance and Securitization Deal of the Year” by Asian Legal Business.
• Goldman Sachs Credit Partners L.P. as lead arranger for a US$265 million structured mezzanine financing for PT Adaro Indonesia, an Indonesian coal mining company.

M&A Transactions 

• Gushan Environmental Energy Ltd. in connection with its going-private transaction and subsequent delisting from the NYSE. The Sidley team also represented the chairman and significant shareholders 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 United States and resulted in Qtel increasing its ownership to approximately 65% 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).
• 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).