Olivia Ngan

Recent experience includes representation of*:

Lender

• R-Bridge Healthcare Fund, a subsidiary fund of healthcare-focused CBC Group, on a US$40 million royalty-backed financing to Yisheng Biopharma Co., Ltd. This is the first royalty-backed financing in China’s biopharmaceutical industry. The deal has been named as one of the “Deals of the Year 2022” by China Business Law Journal and shortlisted for “Deal of the Year: Loan” at the IFLR Asia-Pacific Awards 2023.
• The arrangers on a HK$3.7 billion senior term loan syndicated facility for a major technology and media company which is a member of Cheung Kong–Hutchison Group.
• The Hong Kong and Shanghai Banking Corporation Limited and Citibank, N.A. on a US$171 million secured and cross-guaranteed syndicated refinancing facility secured by a shopping mall and hotel in Hong Kong.
• China Merchants Bank Co., Ltd. as mandated lead arranger on an acquisition facility for a member of the Creat Group in connection with its all-cash offer for the voluntary takeover of Biotest AG, a German pharmaceutical company. Creat is a Chinese investment group that invests in healthcare and pharmaceuticals, manufacturing, energy, finance, and natural resources. The takeover was valued at approximately €940 million.
• OCBC on various HK$2 billion term fixed rate bi-lateral loan facilities for two major Hong Kong developers.
• Santander on margin financing backed by shares of companies listed on the Australian Stock Exchange and the Main Board of the Stock Exchange of Hong Kong Limited.
• CCB International Asset Management Limited in connection with certain pre-IPO investments in China Aircraft Leasing Company Limited, a company listed on the Stock Exchange of Hong Kong Limited, by way of secured exchangeable loan notes.
• China Chengtong Development Group Ltd. (HKEX: 0217) in its equity investment and mezzanine debt financing in the aircraft sales and leasing business of China Aircraft Leasing Group Holdings Limited. The transaction involved financing the acquisition of an ever-changing portfolio of eligible aircraft.
• A major PRC bank as lead arranger, agent and lender on a CNH540,000,000 (or its equivalent in HKD or USD) guaranteed syndicated loan to a subsidiary of a PRC provincial state-owned company.
  
• An investment platform of a major PRC bank in its investment backed by common stocks in SkyPeople Fruit Juice, Inc. (listed on NASDAQ).
• The investment platforms of a major PRC bank in various pre-IPO investments.
• One of the largest PRC banks as arranger and lenders on a club loan for the leading provider of shared communication fiber network in Emerging Asia secured by fiber optics in Myanmar.
• A PRC-based asset management company in its provision of a United States dollars equivalent to RMB1.4 billion term loan facility to finance the subscription of shares in a company listed on the Stock Exchange of Hong Kong Limited.
• Citibank, N.A. on aircraft financing transactions.
• Allied Irish Banks on ISDA transactions.
• Silicon Valley Bank in various loan financing with warrant features.
• Citibank, N.A. on the restructuring of an aircraft loan to a Swiss borrower and an Austrian owner/guarantor due to the change in operator and country of registration from Austria to the UK.
• Kaupthing Bank on a pre-delivery aircraft finance transaction of US$20 million with multiple drawings.
• A syndicate of Indian banks on a US$110 million secured and guaranteed term loan facility to a leading energy group in India, in respect of the exploration and development of a natural gas field in Rajasthan, India.
• A syndicate of Indian banks as lenders on a US$82 million secured and guaranteed term loan facility for the financing of the acquisition of the two on-shore rigs in Nigeria.
• A club of Indian banks as tranche B lenders on their participation in a US$237.7 million term loan facility to Essar Group involving taking security over an offshore oil rig in Liberia. 
• A syndicate of Indian banks on a US$11.98 million term loan facility and a US$20 million trade credit facility to an Indian shipping company for the acquisition of a dry bulk carrier including the transfer from a Hong Kong flag to an Indian flag after acquisition.

Borrower

• R-Bridge Healthcare Fund, a fund managed by healthcare-dedicated asset management firm, CBC Group, on a US$120 million “hybrid” financing granted by Natixis Corporate & Investment Banking through its Hong Kong branch. This transaction is market-leading as it is a bespoke hybrid fund financing which is emerging in the Asian market.
• Adventure Success Limited, a subsidiary of Shimao Group Holdings Ltd., one of the largest Chinese real estate developers, on the successful closing of (i) senior loan facilities of HK$10.3 billion to replace its original syndicated project loan facilities and (ii) junior loan facilities of approximately HK$1.1 billion and Hong Kong dollars equivalent to approximately US$77 million to replace certain existing loans borrowed by other members of  the Shimao group, both provided by United Overseas Bank Limited (as arranger). The transaction was to facilitate the ongoing construction of the Hong Kong Kowloon Tai Wo Ping (TWP) project, which is one of Shimao group’s most valuable offshore real estate projects. The deal has been named as one of the “Deals of the Year 2022” by China Business Law Journal and shortlisted for “Deal of the Year: Loan” at the IFLR Asia-Pacific Awards 2023.
• China Oil and Gas Group Limited on its two sustainability-linked term loan facilities signed in December 2023, facility amount of which is US$300,000,000 for the 364 days term loan and up to US$350,000,000 for the three years term loan (with option to extend for two years) respectively. The two loan facilities are secured by existing share security securing its existing bonds on a pari passu basis and have further integrated sustainability performance targets and KPIs for greenhouse gas emissions and employee training programs. The deals are funded by eight international banks and arranged by China CITIC Bank International Limited and Ping An Bank Co., Ltd. as joint mandated lead arrangers, bookrunners and underwriters.
• Golden Eagle Retail Investment Limited, as borrower, in the RMB2.15 billion acquisition finance from China Merchants Bank Co., Ltd., through its Haikou branch for the proposed privatization of Golden Eagle Retail Group Limited, a Hong Kong-listed department store chain operator.
• A leading pan-Asian fintech platform which operates a virtual lender and a virtual bank, as well as multiple online financial services, on its US$75 million term and revolving credit facilities. 
• A subsidiary of one of the largest Hong Kong-listed PRC real estate property developers in its HK$7.6 billion senior loan facilities arranged by China CITIC Bank International Limited and secured by a mortgage over a Grade A office building in Wan Chai, the refinancing of the facilities and the related mezzanine financing.
• A major Hong Kong-listed PRC real estate property developer in the HK$5 billion secured and guaranteed syndicated term loan facilities to an SPV borrower and a HK$3 million mezzanine secured and guaranteed syndicated loan to finance a development project in Kai Tak, Kowloon.
• A wholly-owned subsidiary of one of the largest Hong Kong-listed PRC real estate developers on a pioneer HK$1,928,478,400 dual-tranche secured and guaranteed four-year term loan facility arranged by a major Chinese bank to fund the acquisition and construction costs of a property development project in Hong Kong, and the restructuring of such financing with a senior loan, mezzanine notes and fund investment structure.
• Hong Kong Airport Authority on its HK$35 billion five-year term and revolving facilities that will support the costs of the upgrade of the Hong Kong International Airport and construction of a new third runway. The loan is compliant with EPIV which is the latest iteration of the Equator Principles.
• A joint venture set up by one of the world’s largest conglomerate and a major trading firm based in Japan on a HK$17.5 billion term loan facility secured by a minority stake in CITIC Limited.
• Sunac China Holdings Limited and Sunac Greentown Investment Holdings Limited as the borrower and certain of its subsidiaries as guarantors in relation to a complex multi-jurisdictional US$450 million three-year term loan facility granted to the Borrower. This transaction was named as “Banking and Finance Deal of the Year” by China Business Law Journal in 2013.
• Agile Group Holdings Limited, KWG Group Holdings Limited, Shimao Group Holdings Ltd., and Guangzhou R&F Properties Co., Ltd. as guarantors and R&F as undertaker on the joint venture set up by the sponsors, Accord Wing Limited as guarantor and its direct subsidiary, the joint venture as borrower on a complex transferable HK$2.7 billion three-year term loan facility, and an onshore RMB1 billion three-year term loan facility granted to the onshore borrower.
• Petron Corporation and San Miguel Corporation in connection with the financing of the acquisition of ExxonMobil’s downstream oil business in Malaysia. A total of US$577.3 million was raised for the acquisition financing, including the related working capital facilities.
• Sino Biopharmaceutical Limited, Zhongyu Energy Holdings Limited (formerly Zhongyu Gas Holdings Limited), China Oil And Gas Group Limited, and Fufeng Group Limited on syndicated loan facilities.
• A wholly-owned subsidiary of a major Hong Kong-listed PRC real estate developer in connection with an up to HK$8.973 billion secured and guaranteed three-year term loan facility to fund the acquisition of certain delisted H-shares.
• Significant shareholders of various major companies listed on the Main Board of the Stock Exchange of Hong Kong Limited on equity-backed margin financings.
• A Hong Kong-listed PRC real estate developer on a RMB1 billion term loan facility for the purposes of financing part of the consideration for the acquisition of certain shares in a target company, which indirectly holds various real estate projects in the PRC and debts owed by the target with an onshore facility to one of the target’s onshore subsidiary.

Capital Markets and Private Placement

• Various PRC based Hong Kong listed bond issuer clients, including Fosun International Limited, China Oil And Gas Group Limited, China Water Affairs Group Limited, Shimao Group Holdings Ltd., Times China Holdings Limited, Country Garden Holdings Company Limited, Agile Group Holdings Limited, KWG Group Holdings Limited, Kaisa Group Holdings Limited, Sunac China Holdings Limited, CIFI Holdings (Group) Co. Ltd., DaFa Properties Group Limited, Guangzhou R&F Properties Co., Ltd., Logan Group Company Limited, and Jiayuan International Group Limited, on high-yield bond issuance transactions from a Hong Kong law and loan compliance perspective.
• A subsidiary of a Hong Kong-listed PRC property company for the purpose of its issuance of the guaranteed and secured notes in an aggregate principal amount of up to US$120 million to the offshore investment platform of a PRC state-owned banks.

Debt Restructuring

• Zhongliang Holdings Group Company Limited on the successful restructuring of its approximately US$1.2 billion of offshore debt.
• Sunac China Holdings Limited in the restructuring of its US$10.2 billion offshore debt. The complex transaction was implemented through a scheme of arrangement in Hong Kong, which was sanctioned on October 5, 2023, and parallel Chapter 15 recognition proceedings in the U.S. District Court for the Southern District of New York. The restructuring became effective on November 20, 2023, and is a landmark deal. It is the largest offshore restructuring transaction completed by a Chinese property group and it achieved both the highest supporting rate and the highest deleveraging ratio of recent offshore schemes in this sector. The deal has been named as “Restructuring Deal of the Year” by IFLR Asia-Pacific Awards 2024, and also won the “Asia-Pacific Restructuring” award at International Financing Review’s IFR Awards 2023 and the “Turnaround Deal” award at the IFR Asia Awards 2023.
• Modern Land (China) Co., Limited on the restructuring of its US$1.34 billion in offshore dollar-denominated notes. Through the restructuring, the defaulted New York law-governed existing notes are to be replaced by a combination of cash and new notes with extended maturity. Modern Land is a real estate developer focusing on the development of green, energy-saving, and eco-friendly residences in the People’s Republic of China. The deal has been named as one of the “Deals of the Year 2022” by China Business Law Journal.
  
• Certain major Hong Kong-listed real estate companies on offshore debt restructuring transactions, including Modern Land (China) Co., Limited, Shimao Group Holdings Limited, China Evergrande Group, Sino-Ocean Group Holding Limited, Country Garden Holdings Company Limited, Redco Properties Group Limited, Kaisa Group Holdings Limited, Logan Group Company Limited, Guangzhou R&F Properties Co., Ltd., Fantasia Holdings Group Co., Limited, Times China Holdings Limited, KWG Group Holdings Limited, Zhenro Properties Group Limited, and Powerlong Real Estate Holdings Limited.

*Includes matters completed prior to joining Sidley.