Andrew D. Hutton

Partner

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Andrew Hutton is an expert on United States securities laws and on their application to debt and equity capital markets and finance transactions in Asia. Andrew represents underwriters and corporate issuers in  high-yield, convertible and straight corporate debt offerings, initial public offerings, secondary and follow-on equity offerings and listings in the United States and on Asian regional exchanges including Hong Kong, Singapore and Indonesia, advising on a wide range of  United States registered  and Rule 144A and Regulation S offerings. Andrew regularly is recognized for his work with Indonesian issuers, underwriters and advisors and his practice also includes representing  parties in liability management transactions, including exchange offers and consent solicitations.

Andrew seeks to gain a full understanding the parties’ business and commercial objectives and strategies, and acts as a bridge between commercial objectives and legal challenges. His clients include international investment banks in securities offerings by Asian-based issuers, Asian-based corporate and private issuers of equity debt and securities, financial advisors in a variety of liability management transactions, public company issuers, and other multinational corporations and funds. During his nearly 15 years of practicing in Asia, he also has represented a variety of issuers as well as emerging and growth ventures in Indonesia, China, Hong Kong, Korea, Japan, the Philippines, Singapore, and India, providing advice on financing and general commercial matters. 

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Corporate & Government Experience

  • Formerly acted as General Counsel of Sunterra Corporation, a NASDAQ-listed global resort development company, following its initial public offering.

Honors & Awards

  • Named as a “Leading Individual” for Singapore Capital Markets in Chambers Asia (2012-2014) and Chambers Global
  • Consistently ranked by the International Financial Law Review and Legal 500 Asia Pacific as a leading lawyer for capital markets

Admissions

Bar Admissions

  • California

Education

  • University of Minnesota, J.D., 1991: cum laude
  • University of Kansas, B.A., Russian Literature, B.S., Business Administration, 1988: cum laude

Professional Activities

Co-Author

  • “A Double-edged Sword”, International Financial Law Review, September 2016
  • Advising MNC Investama on their high-yield offering (the first high-yield bond by a holding company conglomerate in Indonesia).
  • Advising Bumi Resources in its debt to equity restructuring and related consent solicitation transactions for its high-yield notes and convertible bonds (one of the region’s largest liability management transactions in 2013 and 2014).
  • Advising the underwriter group on Trikomsel Oke’s 2013 issuance of Singapore dollar bonds (this was the first Singapore dollar bond issuance guaranteed by an Indonesian operating company;  the issuer issued further Singapore dollar bonds in 2014, on which Andrew also advised the underwriters).
  • Advising MNC Skyvision on its high-yield bond offering and subsequently as international counsel on its initial public offering and listing on the Indonesian Stock Exchange.
  • Advising China Eastern Airlines in connection with its offering of RMB2.5 billion (US$390 million) of “dim sum” bonds (this was the first overseas bond offering by a Chinese state-owned airline company and has been the largest CNH bond offering in the airlines sector).
  • Advising Softbank Corporation in connection with its offering of Euro 500 million of high yield notes (the first true high yield note offering by a Japanese telecom/holding company).

Equity Offerings

  • Represented PT Amanda Cipta Persada (ACP), as selling shareholder, and PT Sigmantara Alfindo, as majority shareholder, in connection with the secondary placement and sale by ACP of 1.5 billion shares in Indonesia Stock Exchange-listed PT Sumber Alfaria Trijaya Tbk (SAT) for aggregate consideration of US$60 million. SAT is Indonesia’s largest operator of mini-mart convenience stores, primarily under the Alfamart brand with more than 8,500 stores across the country.
  • Represented PT Garuda Indonesia (Persero) Tbk, Indonesia’s national airline, in its US$130 million Regulation S rights offering and share placement. Bahana Securities, Mandiri Sekuritas and Danareksa acted as joint underwriters for the offering.
  • Represented IDX-listed PT Bank Tabungan Negara (Persero) Tbk. (BTN) as international counsel in connection with its global offering of rights to purchase common shares and concurrent approximately US$154 million placement of shares under Regulation S to international investors. Credit Suisse, Goldman Sachs, Bahana Securities, Danareksa Sekuritas, and Mandiri Sekuritas acted as joint global bookrunners. BTN is one of Indonesia’s top four state-owned banks, and is the country’s largest housing lender and tenth largest commercial bank by asset size and deposit base. This transaction was Indonesia’s largest rights placement offering in 2012. 
  • Represented PT Dyandra Mitra International Tbk (DMI), as international legal counsel, in connection with its US$46 million initial public offering on the Indonesia Stock Exchange and international share placement under Regulation S. Mandiri Sekuritas and OSK Nusadana Securities Indonesia served as underwriters for the offering. DMI is Indonesia's leading enterprise in the meetings, incentives, conferencing, exhibitions (MICE) industry. 
  • Represented PT Cipaganti Citra Graha Tbk (CPGT), as international legal counsel, in connection with its initial public offering on the Indonesia Stock Exchange. Mandiri Sekuritas and Kim Eng/Maybank securities acted as underwriters of the offering. CPGT is a major land transportation company based in Indonesia. 
  • Represented PT Wismilak Inti Makmur Tbk. (WIIM), an Indonesian cigarette manufacturer, as international counsel in connection with its US$43 million initial public offering and listing on the Indonesia Stock Exchange. The offering also included a share placement to international investors under Regulation S of the US Securities Act. Mandiri Sekuritas and OSK Nusadana Securities served as underwriters in the offering. 
  • Represented UBS AG and CLSA as placement agents in connection with the block trade share sale by BSL Investment Inc. of 3.4 billion shares of IDX-listed PT Pakuwon Jati Tbk. The transaction was structured as a placement under Regulation S and Rule 144A. Pakuwon is a diversified real estate developer with projects in Jakarta and Surabaya, Indonesia. 
  • Represented PT Kobexindo Tractors Tbk., a heavy equipment company in Indonesia, as international legal counsel, in connection with its initial public offering on the Indonesia Stock Exchange. Lautandhana Securindo, Mandiri Sekuritas, and Valbury Asia Securities acted as underwriters of the offering. 
  • Represented PT Greenwood Sejahtera, as international legal  counsel, in connection with its initial public offering and listing of up to 3.33 billion common shares on the Indonesia Stock Exchange and placement under Regulation S. HD Capital, Danareksa Sekuritas and Mandiri Sekuritas acted as underwriters of the offering. 
  • Represented Religare Capital Markets as placement agent in connection with the U.S. registered direct placement by Far Eastern Energy Corporation of US$15 million of equity shares to Asian institutional investors.  
  • Represented the underwriters, including Goldman Sachs, ICICI Securities and JM Financial, in connection with the US$1 billion further public offering of shares under Rule 144A and Regulation S by Power Finance Corporation Limited. 
  • Represented Goldman Sachs, J.P. Morgan, SBI Capital and ICICI Securities as underwriters in connection with the US$1.7 billion further public offering of shares under Rule 144A and Regulation S by Power Grid Corporation of India.  
  • Represented The Royal Bank of Scotland and DBS Bank, as international counsel, as sponsors and underwriters in the global offering under Regulation S and initial public offering of 228 million ordinary shares on the Singapore Exchange by Xinren Aluminum Holdings Limited.  
  • Represented Shipping Corporation of India in the further public offering under Rule 144A and Regulation S of US$260 million of equity shares.  ICICI Securities and SBI Capital acted as underwriters of the offering. 
  • Represented J.P. Morgan and Deutsche Bank as sponsors and underwriters in connection with the US$465 million global offering under Rule 144A and initial public offering on the Hong Kong Stock Exchange by Zhong An Real Estate Limited. 
  • Represented China National Materials Company Limited in connection with its US$530 million global offering and initial public offering on the Hong Kong Stock Exchange. 
  • Represented UBS as sponsor and underwriter in connection with the US$600 million global offering under Rule 144A and initial public offering on the Hong Kong Stock Exchange of Hidili Industry International Development Limited. 
  • Represented Goldman Sachs and Samsung Securities as sponsors and underwriters in connection with the US$628 million global offering and Korean initial public offering of S TX Pan Ocean Co., Ltd. 
  • Represented Deutsche Bank as sponsor and underwriter in connection with the US$425 million global offering under Rule 144A and initial public offering on the Hong Kong Stock Exchange by Franshion Properties Limited. 
  • Represented Merrill Lynch, Morgan Stanley and UBS as underwriters in connection with ICICI Bank Limited’s offering of US$437 million of American Depositary Receipts and NYSE listing. 
  • Represented Goldman Sachs, Citigroup, Deutsche Bank and UBS as underwriters in connection with Infosys Technologies Limited’s offering of US$1 billion of American Depositary Receipts and NASDAQ listing.

Debt Capital Markets and Equity-Linked Transactions:

  • Represented China Eastern Airlines in connection with its “dim sum” bond offering of RMB2.2 billion (US$359 million) of 3.875% guaranteed bonds due 2016. The offering was made under Regulation S to offshore institutional investors located primarily in Hong Kong and Singapore.
  • Represented Indonesian-listed investment company PT Bhakti Investama Tbk as guarantor in connection with its offering of US$365 million of 5.875% senior secured notes due 2018 through its wholly-owned Singapore subsidiary. Deutsche Bank acted as sole bookrunner and lead manager for the high yield note offering, which was sold to institutional investors in Asia, Europe, and the United States under Rule 144A and Regulation S. The notes are listed in Singapore on the SGX-ST. 
  • Represented Australia and New Zealand Banking Group Limited, Deutsche Bank, and Standard Chartered Bank as joint lead managers in connection with the SG$100 million Regulation S offering of 7.875% senior fixed rate notes due 2017 by Indonesian mobile phone retailer PT Trikomsel Oke Tbk (Trikomsel) on the Singapore Exchange Securities Trading Limited. 
  • Represented Australia and New Zealand Banking Group Limited, J.P. Morgan, and Standard Chartered Bank as joint lead underwriters in connection with the offering of SG$115 million aggregate principal amount of 5.25% senior fixed rate notes issued by Trikomsel Pte. Ltd. and guaranteed by PT Trikomsel Oke Tbk. The notes were issued in a private placement pursuant to Regulation S.
  • Represented PT MNC SkyVision Tbk. in connection with its offering of US$165 million of senior secured guaranteed notes due 2015 under Rule 144A and Regulation S.  The notes were listed in Singapore on the Singapore Stock Exchange. 
  • Represented China Eastern Airlines in connection with its “dim sum” bond offering of RMB2.5 billion (US$390 million) of 4% guaranteed bonds.  The offering was made under Regulation S to offshore institutional investors located primarily in Hong Kong and Singapore.  HSBC, Deutsche Bank and CICC acted as underwriters of the offering.  This deal is the first overseas bond offering by a Chinese state-owned airlines company and the largest CNH bonds offering in the airlines sector. 
  • Represented Asia Cement (China) Holdings on its “dim sum” bond offering of RMB 586 million of 2.95% notes .  HSBC acted as underwriter of the offering. 
  • Represented Clearwater Capital Partners as purchasers and their advisor Deutsche Bank in connection with the purchase of RMB300 million principal amount of USD-settled 10.00% senior notes issued by LDK Solar Co., Ltd. 
  • Represented Deutsche Bank, UBS and Standard Chartered Bank as underwriters in China Forestry Holdings’ offering of US$300 million of 7.75% senior notes due 2015 under Rule 144A and Regulation S. 
  • Represented Softbank Corporation in connection with its offering under Rule 144A and Regulation S of Euro 500 million of senior notes.  Deutsche Bank acted as underwriter of the offering. 
  • Represented First Gen Corporation in connection with its offering under Regulation S of US$300 million of convertible bonds. J.P. Morgan acted as underwriter of the offering. 
  • Represented UBS as underwriter in the Regulation S offering by PT Pakuwon Jati of US$110 million senior secured notes. 
  • Represented UBS as underwriter in the Rule 144A and Regulation S offering by PT Perusahaan Listrik Negara (PLN) of US$1 billion senior notes due 2017 and 2037. 
  • Represented Merrill Lynch, Oasis Capital and Lehman Brothers as purchasers of US$200 million of structured secured convertible bonds by Skyfame Realty Holdings Limited. 
  • Represented Bank of China International as arranger and purchaser of exchangeable secured bonds issued by Absolute Target Limited. 
  • Represented ABN AMRO Bank as purchaser of variable rate convertible bonds due 2012 and related warrants issued by Asia Time Corporation. 
  • Represented ABN AMRO Bank as purchaser of two series of variable rate convertible bonds and related warrants issued by China Architectural Engineering. 
  • Represented Dragon Base Power Technology Limited in connection with its Regulation S offering of US $150 million of senior notes. 
  • Represented HSBC as underwriter in connection with the offering by Coastal Greenland Limited of US$150 million of guaranteed senior notes.  
  • Represented PT Gajah Tunggal in connection with its offering of US$325 million guaranteed bonds.  
  • Represented PT Mitra Global Telekomunikasi Indonesia in connection with its offering of three series of guaranteed secured notes in aggregate value of US$270 million. 
  • Represented Deutsche Bank as underwriter in STATS ChipPAC’s of US$215 million of senior notes. 
  • Represented Merrill Lynch as initial purchasers in connection with the US$200 million offering of senior notes by ST Assembly Test Services. 
  • Represented Chartered Semiconductor Manufacturing as issuer in its offering of US$575 million of senior convertible notes.