Mabel Tay

Representative Matters*

Mergers and Acquisitions and Other Corporate Transactions

• Advised Koch Industries, Inc. in the Singapore law aspects of its US$4.2 billion acquisition from DuPont of the latter’s global fibres business, INVISTA (formerly, DuPont Textiles and Interiors). The acquisition involved the assumption of debt and certain joint venture and equity interests.
• Advised Isola Group S.A.R.L., a global developer and manufacturer of high performance advanced circuit board materials (‘Purchaser’) in the Singapore law aspects of its US$91 million cash acquisition of the global laminates manufacturing business of Cookson Group plc, a FTSE 250 material science company. Advised Purchaser on the Singapore law aspects of its extensive post-closing restructuring efforts.
• Acted for Tokyo-listed The Seiyu, Ltd., a subsidiary of Wal-Mart Stores, Inc., in the S$25 million surrender of lease by its Singapore subsidiary, Seiyu (Singapore) Private Limited (‘Seiyu Singapore’) to CapitaMall Trust, a Singapore-listed REIT, and in its subsequent S$26 million divestment of its entire shareholding in Seiyu Singapore to CapitaLand Retail Investments (SY) Pte Ltd.
• Advised Industri Kapital in the Singapore law aspects of its €1 billion exit from Sydsvenska Kemi AB (‘SK’) to Swedish holding company controlled by PAI partners. SK is the holding company of leading specialty chemicals group Perstorp AB, which has large-scale operations in Europe, North America and Asia.
• Acted for MediaCorp Pte Ltd in its high-profile merger of Singapore mass-market television channels and free newspapers operations with Singapore Press Holdings Limited’s.
• Acted for Applied Materials, Inc., a NASDAQ-listed leading chip equipment maker, in the Singapore law aspects of its US$84.6 million cash acquisition of the worldwide operating subsidiaries and businesses of NASDAQ-listed Metron Technology N.V.
• Acted for DNATA, a member of the Emirates Group, in its acquisition of Temasek Holdings (Pte) Ltd’s 78.4% stake in Changi International Airports Services Pte Ltd (‘CIAS’). CIAS (now, dnata Singapore) is one of two ground handling, cargo handling and in-flight catering services at the Changi International Airport in Singapore.
• Advised a company based in the United States and operating a global chain of themed restaurants in the reorganisation of its businesses and operations in the Asia-Pacific region and Guam.
• Advised Singapore subsidiaries of Tokyo-listed Mitsui Chemicals, Inc. in their reconstruction and amalgamation pursuant to Sections 210 and 212 of the Companies Act (Cap. 50) of Singapore.
• Acted for Bioton S.A., a Warsaw-listed biotechnology company, in its A$9.26 million initial subscription for the shares of SciGen Limited, a Singapore biopharmaceutical company listed in Australia.

Debt Capital Markets Issuances

• Acted for Geophysical Sub-Strata Ltd. on the establishment of its US$400 million Multicurrency Medium Term Note Programme and the high yield debut issuance under the programme of US$151.5 million 8.0% Guaranteed Medium Term Notes due 2023.
• Acted for DBS Bank and Standard Chartered Bank as joint lead managers on the high yield bond issue by Reliance Communications Limited of US$300 million 6.50% Senior Secured Notes due 2020.
• Acted for PT Medco Energi Internasional Tbk, one of the largest Indonesian-listed oil and gas exploration and production companies, on the establishment by Medco Energi Global Pte. Ltd. of a S$500 million Multicurrency Medium Term Note Programme and the guaranteed debut issuance under the programme of S$100 million 5.90% Notes due 2018.
• Acted for CIMB, HSBC, RHB, Standard Chartered Bank and other dealers on the establishment of a US$2.5 billion Multicurrency Medium Term Note Programme by Cagamas Global P.L.C., for Bank of China, HSBC and Maybank as joint lead managers on the issue of CNY1.5 billion 3.70% Notes due 2017 under the programme and for CIMB, HSBC, RHB and Standard Chartered Bank as joint lead managers on the issue of US$500 million 2.745% Notes due 2019 under the programme, in each case, benefiting from a guarantee by Cagamas Berhad, the national mortgage corporation of Malaysia.
• Acted for Maybank Kim Eng as arranger on the establishment by Maybank Investment Bank Berhad of its US$5 billion Euro Commercial Paper Programme.
• Acted for KrisEnergy Ltd., a company listed on the SGX-ST, on the establishment of its S$500 million Multicurrency Debt Issuance Programme, the debut drawdown under the programme of S$130 million 6.25% Notes due 2017 and the subsequent issue under the programme of S$200 million 5.75% Notes due 2018.
• Acted for ANZ, DBS Bank, HSBC and Standard Chartered Bank as dealers on the update by Olam International Limited (‘Olam’) of its US$5 billion Euro Medium Term Note Programme, for DBS Bank, HSBC and RBS as joint lead managers on the issue by Olam of S$400 million 4.25% Notes due 2019 and for ANZ, Barclays, J.P. Morgan and Standard Chartered Bank as joint lead managers of the issue by Olam of US$300 million 4.50% Notes due 2020.
• Acted for Geo Energy Resources Limited, a company listed on the SGX-ST, on the establishment of its $300 million Multicurrency Medium Term Note Programme and its debut drawdown under the programme of S$100 million 7.0% Notes due 2018.
• Acted for DBS Bank, Deutsche Bank and other dealers on the annual update of the US$30 billion Global Medium Term Note Programme of DBS Bank Ltd. and DBS Group Holdings Ltd.
• Acted for DBS Bank, Citigroup, Deutsche Bank and Goldman Sachs as joint lead managers on the inaugural dollar issuances by DBS Group Holdings Ltd of US$750 million 2.246% Notes due 2019 and US$500 million Floating Rate Notes due 2019 under its US$15 billion Global Medium Term Note Programme.
• Advised Standard Chartered Bank as arranger in relation to the establishment by United Envirotech Ltd. of its US$300 million Medium Term Note Programme and as manager in the debut drawdown and subsequent tap issuances under the programme of 7.25% Notes due 2016.
• Acted for DBS Bank as arranger in relation to the establishment by CitySpring Capital Pte. Ltd. of a S$500 million Multicurrency Medium Term Note Programme guaranteed by CitySpring Infrastructure Management Pte. Ltd. in its capacity as trustee-manager for CitySpring Infrastructure Trust.
• Acted for COSCO Corporation (Singapore) Limited in relation to the establishment of its CNY2 billion Medium Term Note Programme.
• Acted for Deutsche Bank, Goldman Sachs, Merrill Lynch and other managers in relation to the issue by Network Rail Infrastructure Finance PLC of US$1.5 billion 1.50% Notes due 2014 benefiting from a financial indemnity from the United Kingdom.
• Acted for The Great Rolling Stock Company Limited in relation to the establishment of its £4 billion Multicurrency Programme for the Issuance of Secured Guaranteed Covenanted Notes guaranteed by other members of the Angel Trains group and the debut and subsequent drawdowns under the programme of bullet redemption notes and amortising notes.

Equity and Hybrid Capital Markets Issuances

• Advised Everbright Hero Holdings Limited, a subsidiary of China Everbright Limited, on its S$284 million investment in Ying Li International Real Estate Limited, a company listed on the SGX-ST, in the form of perpetual subordinated convertible securities and shares.
• Acted for J.P. Morgan and DBS Bank as joint lead managers on the issue by Ascott Residence Trust of S$150 million 5.0% Perpetual Securities.
• Acted for Maybank, CIMB and other joint bookrunners in relation to the RM2.36 billion initial public offering of UMW Oil & Gas Corporation Berhad, the largest Malaysian initial public offering of 2013.
• Acted for Barclays and CIMB in relation to the initial public offering of 1.333 billion ordinary shares in Ananda Development Public Company Limited which raised approximately THB6 billion.
• Acted for CLSA and other joint bookrunners in relation to the Rp1.38 trillion sell-down of shares in PT HERO Supermarket Tbk by Dairy Farm International Holdings Limited via its subsidiary, Mulgrave Corporation B.V.
• Acted for Khazanah Nasional Berhad, the investment holding arm of the Government of Malaysia, as obligor in relation to the issue by Pulai Capital Limited of shariah-compliant US$357.8 million Exchangeable Trust Certificates due 2019 exchangeable into ordinary shares of par value H.K.$0.02 each of Parkson Retail Group Limited.
• Acted for Electra Private Equity PLC in relation to its innovative retail offering of £100 million 5.0% Subordinated Convertible Bonds due 2017.
• Acted for HSBC as lead manager in relation to the issue by Euronav nv of US$150 million 6.50% Convertible Bonds due 2015.
• Acted for Morgan Stanley and other dealers in relation to the annual updates of the €20 billion Programme for the Issuance of Debt Instruments of NIBC Bank N.V., contemplating the issuance of, among others, state guaranteed notes, index linked notes, equity linked notes, credit linked notes and subordinated capital securities.
• Acted for International Power plc in relation to the issue by its Jersey subsidiary of €700 million 4.75% Guaranteed Convertible Bonds due 2015.
• Advised KBC Group NV in relation to its issue of €300 million First to Default Credit Linked Notes.
• Acted for Barclays Bank PLC in relation to its issue of £500 million 6.3688% Step-up Callable Perpetual Reserve Capital Instruments.
• Advised Goldman Sachs as bookrunner and underwriter in relation to the issue by Australia and New Zealand Banking Group Limited of US$10 million Equity Linked Notes due 2019.
• Advised Goldman Sachs as bookrunner and underwriter in relation to the issue by Lloyds TSB Bank plc of US$200 million Index Linked Notes due May 2008.

Debt Restructuring / Liability Management

• Acted for PT Bumi Resources Tbk in its debt restructuring exercise, one of the most complex debt restructuring transactions completed in Southeast Asia, involving the exchange of US$4.5 billion of debt into multi-tranche secured loans and high yield bonds, mandatory convertible bonds, the region’s first-ever contingent value rights, and fresh equity issued pursuant to a rights offering. The deal won multiple awards, including Finance Deal of the Year: Insolvency & Restructuring at the Asia Legal Awards 2018 and Debt Market Deal of the Year (Premium) at the ALB SE Asian Law Awards 2018.
• Acted for Gunvor Investments Limited on its capped cash tender offer to holders (including holders in the United States) of the US$500 million 5.875% Notes due 2018 issued by Gunvor Group Ltd.
• Acted for DBS Bank and Citigroup as dealer managers on a capped cash tender offer of US$900 million Floating Rate Subordinated Notes due 2021 Callable with Step-up in 2016 issued by DBS Bank Ltd.
• Acted for Barclays Bank PLC in relation to its issue of £4.05 billion 9.75% Mandatorily Convertible Notes due September 2009 as part of its high-profile £7.5 billion capital raising conducted in November 2008 during the systemic banking financial crisis of 2007–2008.
• Acted for HSBC as dealer manager in relation to two exchange offers to holders of notes issued under the note programmes of two special purpose vehicles established by HSBC to exchange such notes for secured, subordinated and limited recourse notes under the note programmes of three newly-incorporated special purpose vehicles.

* Completed before founding Moriah Law LLC.

Publications