Capital Markets

ICML Advisory frequently works on capital market matters and is often asked to assist domestic and international underwriters/advisors and corporate issuers in structuring complex equity and debt capital market deals. If our clients have a deal to be realized, we can create a bespoke legal structure to meet their expectations. 

Our team can advise on the full range of capital market matters including not only securities offering but also block trade and securities financing transactions. We can help our clients handle mandatory disclosure and securities filing.  In addition, we has also extensive experience of advising on local market contractual documentation (including preparing disclosure documents and negotiating high yield debt covenants).

Notably we frequently advise the Vietnam Bond Market Association (VBMA) on legal and regulatory issues that its members face as well as regulatory/legal initiatives it has pursued (for example, formulation of a master repurchase agreement for Vietnam market (based on 2011 Global Master Repurchase Agreement, “2011 GMRA”), “VBMA Master Agreement”).

Notable mandates

Debt and Equity Capital Markets

  • Advised a leading joint stock bank (in its local counsel’s role) in relation to the establishment of a euro medium term note programme and a Reg S note issuance
  • Advised a leading joint stock bank (in its local counsel’s role) in relation to updating a euro medium term note programme
  • Advised an international bank’s Vietnam based subsidiary (as structuring advisor/placement agent) in relation to a VND guaranteed bond issuance by a leading commercial real estate corporate group (guaranteed by an international financial institution)
  • Acted for a London based financial institution (as guarantor) in relation to a VND guaranteed bond issuance by a leading state-owned infrastructure company (including advising on a complex security package and drafting security documents)
  • Advised a leading Japanese bank on offering of Samurai bonds by Vietnam based issuers
  • Acted for a state-owned corporate group in relation to a VND guaranteed bond issue (guaranteed by a joint stock bank) and the associated security package
  • Acted for a leading Vietnam-based industrial real estate development corporate group in relation to a VND guaranteed bond issue (guaranteed by a joint stock bank) and the associated security package
  • Advised an international investment bank on a high-value block trade transaction involving a leading Vietnam based real estate development corporate group’s listed equity securities

Securities Financing

  • Advised an international bank on Vietnamese law aspects of cross-border repo transactions with Vietnam based counterparties and enforceability of repo documentation (using 2011 Global Master Repurchase Agreement)
  • Advised an international bank on documenting local repo transactions (based on VBMA Master Agreement, an abridged version of 2011 GMRA)