GRR 100 2019

Drew & Napier

Drew & Napier

Professional notice

A Singapore Big Four firm that prides itself on its Indonesia and China expertise

Global heads of restructuring and insolvency:Sushil Nair and Julian Kwek
Restructuring lawyers in Who’s Who Legal:4
Partners in department:13
Active cross-border restructuring and insolvency matters:19

History of the practice

The corporate restructuring and workouts group at Singapore's Drew & Napier has taken its largest strides in the Asian restructuring scene over the past decade, in particular via its work guiding Indonesian companies through rough times. The firm became so involved in the jurisdiction that directors Julian Kwek and Sushil Nair established a dedicated Indonesia desk, offering a complete range of restructuring services to creditors and debtors alike.

Recent years have seen the firm capitalise on cross-border work gleaned from that Indonesian experience, expanding its reach eastwards into China and Hong Kong, as well as handling Chapter 11 and 15 cases in the US.

Network

The firm's insolvency practice, consisting of 29 lawyers, operates from its flagship office in Singapore's central business district.

Who uses it?

Lots of participants in the Asiatic shipping sector, responding to post-2008 tremors. However, the firm remains diverse in terms of representing debtors, services firms, major financiers and other creditor groups in the insolvency process. Banks such as the Netherlands' ING and Singapore's UOB have used it, as have the Singapore offices of firms including FTI Consulting and PricewaterhouseCoopers. Among its Indonesian clients are Bumi Resources and Berlian Laju Tanker.

Historic track record

Drew & Napier worked on restructuring the US$14 billion debt of Indo-Chinese paper manufacturer Asian Pulp and Paper, helping devise a scheme of arrangement to restructure some US$690 million of debt, which was ultimately sanctioned by a Bermudian court.

In 2010, the firm also advised Indonesian palm oil manufacturer Sawit Mas Group on a US$600 million restructuring deal and US$2 billion take-off agreement with American consumer goods company Procter & Gamble.

In terms of Chinese companies, it advised BGP, the largest seismic exploration company in the world, on the restructuring of a shipbuilding contract with a Korean shipyard, and represented China Energy on a restructuring deal that included a merger with chemicals manufacturer Jiutai Energy Inner Mongolia.

In 2016, it guided Indonesian chemical tanker firm Berlian Laju Tanker through a US$2 billion restructuring – one of Indonesia's largest in recent years. With Berlian's assets spread across the Pacific and constantly moving between jurisdictions, the case saw the firm handle tandem proceedings in the US, while working closely alongside Indonesian counsel.

Recent events

Also in that sector, it is advising the board of directors of Ezra Holdings, the Ezra Group's ultimate holding company, and EMAS Offshore limited, two parts of the Ezra Group that are facing difficulties and pursuing proceedings in both Singapore and New York. Another client in the sector is Nam Cheong, whose US$1.35 billion restructuring has aspects involving Malaysia, where it owns shipbuilding facilities, and China where it has outsourced the construction of vessels.

The firm is Singapore counsel to a group of ad hoc noteholders in electronics group Global A&T's US$1.2 billion restructuring, in respect of 10% senior secured notes listed on the Singapore Stock Exchange. In water treatment company Hyflux’s high-profile restructuring, it is acting both for an informal steering committee for holders of perpetual securities and preference shares, and for a statutory board of a major project offtaker.

It is further helping Indonesian LNG shipper Humpuss Intermoda Transportasi resist US$110 million in claims from the liquidators of the Humpuss group's former Singapore subsidiary, and representing creditor Cargill in a claim against a subsidiary of Indian shipping group Mercator over debts totalling around US$189 million. More creditor work includes acting for the syndicated lenders of US$45 million to a member of India's Punj Lloyd Group.

Finally, the firm continues to act for Chinese industrial fishing company Pacific Andes Resources Development in its US$430 million restructuring, a sizable chunk of the Pacific Andes group's total US$2.5 billion debt load. Another ongoing matter is the US$1.1 billion restructuring of Singapore's Glory Wealth Shipping, via a work out and subsequent scheme of arrangement, in which Drew & Napier is representing the company's shareholders.

It is acting for ING as a secured lender and PricewaterhouseCoopers as global receivers in insolvency proceedings for Danish marine bunker company OW Bunker Group, whose debts have been reported at around US$1.5 billion, US$490 million of which is owed to ING.

Another financial institution client is Singapore's United Overseas Bank (UOB), as the US$300 million lender to subsidiaries of container shipping group Seacastle. The firm was also retained by the sole shareholder and former directors of Mexican oil rig leaser Perforadora Ora Negro for insolvency-related litigation in Singapore, successfully winning dismissal of ex parte injunctions against a set of Mexican insolvency proceedings.

On the people side, the firm hired partner Gary Wan from Prolegis in November 2018.

Client references

A Singapore restructuring lawyer who has worked opposite the firm says, “Of all the [Singapore] Big Four, they have the best team. They have a real, genuine restructuring practice. They’re a self-contained unit, tight, and their people are trained to do both transactional and dispute work, which is what is demanded of our business.”

Cao Zhigao, in-house counsel at Chinese geophysical service companies BGP, retained Drew & Napier in relation to the potential bankruptcy of a Korean shipbuilder in 2011. He praises the firm’s “high and professional” level of service and their understanding of the sector. “They know the oil and gas industry, and always consider and handle the matters in the interests of the clients.”

Drew & Napier’s corporate restructuring and workouts practice is one of the largest dedicated insolvency and restructuring practice groups in Singapore, and we have been consistently ranked as industry leaders by international independent research houses and publications for many years.

With over 30 lawyers, our team is made up of lawyers with very diverse skill sets, spanning dispute resolution, mergers and acquisitions, capital markets, and finance. This equips us to deal with the complex issues that arise in workouts, the rehabilitation process, and solvent reorganisations.

Our experience includes the divestment of non-core assets, distressed mergers and acquisitions, and debt trading under LMA rules. Our unparalleled strength in litigation also means our clients are represented by some of the most formidable advocates in Asia.

Our regional focus and cross-border capabilities

The corporate restructuring and workouts practice also stands out for its regional focus and cross-border capabilities. We have been involved in major workouts in Indonesia for the past 10 years and they continue to make up a significant amount of our work. Most of our matters involve debt and equity securities quoted in Indonesia, Singapore or the United States.

Consequently, we are experienced with the capital market regulations and the bankruptcy codes of various jurisdictions such as the Indonesian PKPU regime and the United States Bankruptcy Code including exchange offers, liquidations, and restructurings under Chapters 7, 11 and 15.

We have been instructed on numerous occasions by Magic Circle and white-shoe firms, as well as other leading international law practices, and these matters comprise some of our largest restructurings. Through our network of top tier restructuring practices around the region, we coordinate and work with local lawyers to provide the best advice for each jurisdiction.

For more information, visit www.drewnapier.com. 

Our accolades

  • GRR 30 firm for two consecutive years since 2018, and the highest-ranked cross-border restructuring team in Singapore.
  • Sushil NairJulian Kwek and Blossom Hing are identified as leaders in the field in Who’s Who Legal: Restructuring & Insolvency (2019).
  • Sushil Nair is listed in Who’s Who Legal Thought Leaders: Insolvency & Restructuring (2018); he is also recommended as Best Lawyers’ Insolvency and Reorganisation Lawyer of the Year for Singapore (2019).
  • Chambers Asia-Pacific (2019): listed in band one for restructuring and insolvency for 12 consecutive years.
  • IFLR1000 (2019): tier one in restructuring and insolvency for 12 consecutive years.
  • The Legal 500 Asia-Pacific (2019): tier one in restructuring and insolvency for eight consecutive years. 

Our experience

We have been appointed to handle complex cases including the following.

  • Asia Pulp & Paper’s US$16 billion debt restructuring, one of the world’s largest restructuring exercises that involved about 150 subsidiaries worldwide. Its creditors include export credit agencies of various countries, public and institutional investors, financial institutions and government agencies.
  • Pacific Andes Resources Development Limited’s US$2.5 billion restructuring that had to be coordinated across multiple jurisdictions. We successfully obtained from the Singapore court a moratorium on all legal proceedings against the company, with a view to restructuring its debt.
  • PT Bumi Resources’ US$5.23 billion debt restructuring, one of the largest restructuring transaction in Indonesia and South East Asia, where we helped to formulate a restructuring of the overall indebtedness of the Bumi Group and sought creditor protection in both Singapore and the USA.
  • Ezra Holdings Limited’s US$1.49 billion cross-border restructuring under Chapter 11 of the US Bankruptcy Code, followed by judicial management under Section 227 of the Singapore Companies Act. This is the first restructuring that applied the cross-border protocol adopted by the Singapore Supreme Court under the Judicial Insolvency Network initiative.
  • Nam Cheong Group’s US$1.35 billion restructuring, including US$240 million bonds issued and listed on the Singapore Exchange, via a parallel and inter-conditional schemes of arrangement that involved the issuance of restructuring shares and the launch of a rights issue to raise funds for the upfront cash payment option under the schemes.

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