Global Restructuring Review - Cross-border restructuring and insolvency legal news, features and events

GRR 100 2019

Rajah & Tann

15 May 2019

Oversaw the first-ever recognition of Singapore’s cross-border moratorium by a foreign court

Global head of restructuring and insolvency Sim Kwan Kiat
Partners in restructuring team 18
Restructuring lawyers in Who's Who Legal 3
Active cross-border restructuring and insolvency matters 30+
Total billable hours of the group 14,000

History of the practice

Founded in 1976 by legendary lawyer-politician TT Rajah and his partner Tann Wee Tiong, over the course of the 1990s the firm’s lawyer count went from six to 160 under the leadership of Rajah's son VK Rajah, who went on to become a Supreme Court judge and Singapore's attorney-general. He set up the insolvency division in 1995, the first dedicated R&I practice in the region, and took on its first case the same year when Barings Bank collapsed. Since then the practice has blossomed to over 30 attorneys, applying a strong international outlook and Rajah & Tann's network of South East Asian offices to pick up international work across ASEAN countries and further afield.

Lee Eng Beng SC led the insolvency division through perhaps its most explosive period of growth from 2003 to 2009. With experience in insolvency-related banking disputes and arbitration, his time managing the practice gave the firm strong ties to the city-state's financial sector. Lee eventually ascended to manage the wider firm, remaining a prominent figure in Singapore's restructuring scene, and played a key role in Singapore’s recent reforms to its restructuring framework. t Fellow restructuring partner Patrick Ang succeeded him as managing partner of the main Singapore office in 2019, though Lee remains at the head of the wider firm.

Having been called to the bar in both New York and Singapore before joining the firm, current division head Sim Kwan Kiat has overseen yet more success for the practice, with partners securing work arising out of the struggling oil and gas and shipping sectors.

Network

Rajah & Tann's insolvency division boasts the widest ASEAN spread of any Singaporean firm, with restructuring expertise planted in offices and associate firms in Malaysia, Thailand, Singapore, Vietnam, Indonesia, the Philippines, Laos and China.

Who uses it?

Given its spread across the region, the firm often finds itself advising South East Asian multinationals, and large companies in each of the South East Asian states where it has a presence.

In cross-border matters, which mostly engage the firm's Singaporean partners, Rajah & Tann's books show a particular emphasis on the oil and gas and shipping sectors as companies struggle to cope with rumbles in those industries. The firm is typically more inclined to take on creditor-side roles, given its strong relationships with the region's top financiers. Banks in particular use it – including local financial institutions DBS, OCBC and UOB, and internationals such as Bank of New York Mellon, HSBC, Maybank and Standard Chartered.

Historic track record

Over the years Rajah & Tann has had a role in some of Singapore's biggest insolvencies. During the late-1990s Asian financial crisis it was involved in the restructurings of Indonesian companies Asian Pulp & Paper and Ometraco. In more recent times it has worked on major matters like MF Global and Lehman Brothers, in which it acted for the liquidators in respect of around 50 Singapore-based entities.

One of Rajah & Tann's highest-profile instructions was acting for liquidators from KPMG in the 2014 wind-up of Dynamic Oil Trading, a Singaporean arm of bankrupt ship oil supplier OW Bunker. The firm's work on that case included international asset tracing efforts, reaching as far as Denmark, Hong Kong, the US, UAE and Australia.

The firm also acts as counsel to a major Singaporean investment arm of Indonesian miner PT Bumi resources. Rajah & Tann negotiated a deal to restructure the company's Singaporean bonds and notes, worth roughly US$1 billion, in 2015.

Partners in Singapore worked jointly with Cambodian associate firm R&T Sok & Heng Law Office on the liquidation of Cambodian clothing company Yung Wah in 2013. That case was only the second-ever formal insolvency proceeding in a Cambodian court and the first-ever stationed in the South East Asian state.

In 2013, the firm also acted as Singaporean counsel for lenders in the global restructuring of Danish shipping giant Torm A/S, helping to restructure the company's debts of around US$2 billion.

In 2016, Rajah & Tann won a precedent-setting bankruptcy litigation for BDG, a Singaporean oil company. The courts restrained a fuel company from petitioning the firm's client into insolvency proceedings, ruling that it was an unsuitable means of chasing debt where a prima facie case existed for sending the matter to arbitration. It’s had a hand in the Singapore side of many of the recent big global cases, including Seadrill and Hanjin.

Recent events

Rajah & Tann is involved in the complex S$2.95 billion restructuring of water treatment company Hyflux as counsel for Maybank, the largest single secured creditor of Hyflux entity Tuaspring. It is also advising subcontractor Mitsubishi Heavy Industries in the same restructuring.

Acting in its traditional banking counsel role the firm is advising the Singapore branch of Malaysian bank CIMB, Singapore’s DBS and a steering committee of noteholders on the restructuring of another offshore marine company, Nam Cheong, which had its scheme of arrangement sanctioned in August 2018 after winning creditor support in January.

On the debtor side, the firm is southeast Asia counsel for semiconductor manufacturer Global A&T Electronics in its US$1.2 billion Chapter 11 proceedings, which has seen the firm acting not only as counsel for Singapore but also for matters relating to Malaysia, Indonesia and Thailand. It’s also acting for commodities trader H&C S Holdings, which is considering a scheme of arrangement in Singapore. The restructuring featured the first-ever recognition of the Singapore moratorium by a non-foreign – in this case English –  court, assisted by expert evidence from Ang.

The firm is also acting for engineering group CW, whose restructuring has seen proceedings in both Hong Kong and the Cayman Islands, as well as main proceedings in Singapore.

As counsel to KPMG in their capacity as interim judicial managers to global offshore marine group Swiber, it won a ground-breaking ruling from the Singapore High Court allowing, for the first time, a contingent creditor analysis to break through the layers of ownership in the company’s bond structure. The Swiber case also saw the firm win clarity from the Singapore court about the rights of creditors with debt secured against third-party assets.

It acted for the trust management company of shipping trust First Ship Lease Trust in its debt restructuring – the first time a shipping business trust made use of the Singapore moratorium.

It continues to act on the US$1.55 billion restructuring of Singaporean offshore oil and gas servicer Ezra Holding and its affiliate EMAS Offshore, as counsel to three of Singapore’s Big Four banks as secured creditors.

The firm’s Singapore office came under new leadership, with Lee Eng Beng giving way to fellow restructuring partner Patrick Ang. It also promoted two new partners in Matthew Teo and Chew Xiang, while partners Low Poh Ling, Chong Kah Kheng and Ang Siok Hoon departed the firm.