CROSS BORDER INVESTMENTS AND FINANCINGS. Vivian Lam, Partner, Paul Hastings

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1 CROSS BORDER INVESTMENTS AND FINANCINGS Vivian Lam, Partner, Paul Hastings

2 OVERVIEW OF CHINA S DIRECT INVESTMENT AND CONSTRUCTION CONTRACTS ALONG THE BELT AND ROAD 2 The total value of China s direct investment and construction contracts along Belt and Road countries reached US$221.1bn, which accounted for 34.5% of China s overall foreign direct investment and construction contracts, from While the value of direct investment along Belt and Road fluctuated, it demonstrated an overall upward trend Sources: Thomson Reuters M&A database, public information, AEI database, Minsheng Securities Co., Ltd.

3 OVERVIEW OF CHINA S DIRECT INVESTMENT AND CONSTRUCTION CONTRACTS ALONG THE BELT AND ROAD 3 China has engaged in a wide variety of sectors along the Belt and Road including energy, transportation, metals, real estate, technology, chemistry, agriculture, finance, utilities, tourism, entertainment, etc. Energy and transportation have been the key sectors which accounted for over 50% of China s BRI direct investment and construction contracts during Particularly in 2016, the total investment and contract value of energy and transportation sectors reached US$52.8bn, i.e % of the total value Sources: Thomson Reuters M&A database, public information, AEI database, Minsheng Securities Co., Ltd.

4 OVERVIEW OF CHINA S MERGERS AND ACQUISITIONS ALONG THE BELT AND ROAD 4 Chinese companies mergers and acquisitions ( M&A ) activities in the Belt and Road region have experienced robust growth in the past three years During , Chinese companies completed 230 M&A transactions with a total transaction value of US$37bn which was more than the total M&A transactions completed during Sources: Dealogic, SWS Research

5 OVERVIEW OF CHINA S MERGERS AND ACQUISITIONS ALONG THE BELT AND ROAD China s M&A activities in the Belt and Road region have been primarily in public utilities & energy, finance, computer/electronics and oil & gas sectors. During , Chinese companies completed 21 M&A transactions with a total transaction value of US$10.4bn in these two sectors, which accounted for 28.1% of the overall China s M&A in Belt and Road Region 5 Sources: Dealogic, SWS Research

6 KEY ISSUES 6 Transaction Management Transaction Structure Financing

7 TRANSACTION MANAGEMENT AN EXERCISE IN COLLABORATION Governmental Agencies Local and Foreign Legal Counsels Financial Advisors Industry consultants/ technical experts Independent Accountants Public Relations Firms Tax Advisors Lending Syndicate Lenders Legal Counsel Paying / Escrow Agent Insurance Providers Translation Teams 7

8 RISKS AND OPPORTUNITIES 8 Evaluating geopolitical and other risks Belt and Road span diverse geographies: Political system Legal and regulatory framework Level of economic development Currency risk/ availability of foreign exchange/forex controls Labour laws/ union rights Social and cultural differences Bilateral relationship between China and host country can change Regional conflicts: Multi-territorial projects involving several countries/ jurisdictions Regulatory risks (e.g. anti-competition laws, foreign investment review and approval) Commercial viability high DSR and long pay off period

9 STRUCTURAL AND STRATEGIC ISSUES 9 Structuring the Transaction Creating different levels for co-investments and financing Utilizing offshore structures (e.g. Hong Kong special purpose vehicle) to reduce Chinese regulatory approvals and filings Reducing tax leakage International style documentation (but adopted to the local market) Document consistency Operational and compliance issues Choice of law, dispute resolution

10 FINANCIERS OF BELT AND ROAD PROJECTS 10 Government/ Sovereign funding Multilateral Financial Institutions (e.g. Asian Development Bank) Bilateral Funds (e.g. Russia-China Development Fund) Sovereign Funds (e.g. CIC, Silk Road Fund) Chinese Banks (e.g. ICBC, CCB, ABC, BOC) Chinese Financial Institutions (e.g. Import-Export Bank of China)

11 FINANCIERS OF BELT AND ROAD PROJECTS 11 Private funding Accessing international finance and meeting international regulatory standards Private sector/ private equity funding Many projects financed in RMB HK is largest RMB offshore center and process 70% global RMB denominated transactions HK s connectivity to China s financial markets

12 ABOUT SPEAKER 12 VIVIAN LAM Partner, Corporate Department Hong Kong T (852) F (852) vivianlam@paulhastings.com

13 THE AMERICAS ASIA EUROPE 13 Atlanta Century City Chicago Houston Los Angeles New York Orange County Palo Alto San Diego San Francisco São Paulo Washington, D.C. Beijing Hong Kong Seoul Shanghai Tokyo Brussels Frankfurt London Milan Paris 22 Offices ACROSS THE AMERICAS, ASIA, AND EUROPE 1 Legal Team TO INTEGRATE WITH THE STRATEGIC GOALS OF YOUR BUSINESS

14 OUR OFFICES THE AMERICAS ASIA EUROPE 14 Atlanta 1170 Peachtree Street, N.E. Suite 100 Atlanta, GA t: f: Century City 1999 Avenue of the Stars Los Angeles, CA t: f: Chicago 71 S. Wacker Drive Forty-Fifth Floor Chicago, IL t: f: Houston 600 Travis Street Fifty-Eighth Floor Houston, TX t: f: Los Angeles 515 South Flower Street Twenty-Fifth Floor Los Angeles, CA t: f: New York 200 Park Avenue New York, NY t: f: Orange County 695 Town Center Drive Seventeenth Floor Costa Mesa, CA t: f: Palo Alto 1117 S. California Avenue Palo Alto, CA t: f: San Diego 4747 Executive Drive Twelfth Floor San Diego, CA t: f: San Francisco 101 California Street Forty-Eighth Floor San Francisco, CA t: f: São Paulo Av. Presidente Juscelino Kubitschek, 2041 Torre D, 21º andar Sao Paulo, SP Brazil t: f: Washington, D.C th Street, N.W. Washington, D.C t: f: For further information, you may visit our home page at or us at Beijing 26/F Yintai Center Office Tower 2 Jianguomenwai Avenue Chaoyang District Beijing , PRC t: f: Hong Kong 21-22/F Bank of China Tower 1 Garden Road Central Hong Kong t: f: Seoul 33/F West Tower Mirae Asset Center1 26, Eulji-ro 5-gil, Jung-gu, Seoul, 04539, Korea t: f: Shanghai 43/F Jing An Kerry Center Tower II 1539 Nanjing West Road Shanghai , PRC t: f: Tokyo Ark Hills Sengokuyama Mori Tower 40th Floor, Roppongi Minato-ku, Tokyo Japan t: f: Paul Hastings Brussels Avenue Louise 480-5B 1050 Brussels Belgium t: f: Frankfurt TaunusTurm Taunustor Frankfurt am Main Germany t: f: London Ten Bishops Square Eighth Floor London E1 6EG United Kingdom t: f: Milan Via Rovello, Milano Italy t: f: Paris 32, rue de Monceau Paris France t: f:

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