Allen & Overy has established an impressive track record in Vietnam, advising on many of the largest and most important transactions in this market.
Our Hanoi and Ho Chi Minh City offices are a core element of the firm’s growth strategy in Asia. Our work here covers the spectrum of practice areas key to cross-border business and we have established ourselves as one of the leading law firms in Vietnam for corporate and M&A, international capital markets, banking & finance, projects and real estate. We pride ourselves on the support we are able to provide to clients both on the ground locally in Vietnam, and regionally, particularly in the high growth markets within ASEAN.
We have a first-class team of international and Vietnamese lawyers to help clients achieve their commercial and strategic goals in Vietnam. Our team’s combined international experience and local expertise allows us to advise on all domestic and cross-border transactions. This one-stop-shop offering is one of the key reasons some of the world’s most prominent corporations, financial institutions and private equity houses have sought our help on their transactions in Vietnam.
Regionally, we are the only fully integrated international firm with ASEAN covered. Beyond Vietnam, we have a sizeable presence in Singapore, Thailand and Indonesia* as well as dedicated resources focused on Myanmar, Malaysia, the Philippines, Laos, Cambodia and Brunei.
The strength and breadth of our offering in ASEAN and Asia Pacific differentiates us from other firms, and our global network ensures that our clients enjoy an integrated service across all jurisdictions in which they do business.
* In Indonesia, we have an exclusive association with local firm Ginting & Reksodiputro
Assisted a Vietnamese company in relation to obtaining an anti-trust clearance from the Vietnam Competition Authority (VCA) in relation to the sale of its consumer business.
Assisted two corporations incorporated outside Vietnam in relation to a Vietnam anti-trust filing in connection with a joint venture between the parties outside of Vietnam.
Assisted ThaiBev in relation to an anti-trust filing for the purpose of its USD4.84bn acquisition of a majority stake in Saigon Beer Alcohol Beverage Corporation (Sabeco), Vietnam’s largest brewer.
Assisted a leading Thai conglomerate in obtaining a merger filing approval under the new Competition Law taking effect from 1 July 2020.
Banking & Finance
Techcombank, as borrower, on a USD1bn offshore syndicated loan. At the time, this was the largest-ever medium and long-term syndicated loan for a Vietnamese financial institution.
The lenders on a USD790m syndicated loan to Vietinbank. Best Syndicated Loan – Vietnam, The Asset Triple A Country Awards 2021.
The arrangers on the up to USD350m secured term facility to Masan Group Corporation, one of Vietnam’s largest private companies.
Joint mandated lead arrangers and bookrunners on the USD950 million Euler Hermes-backed export credit to VinFast Trading and Production Limited Liability Company (“VinFast”), Vietnam’s first wholly domestic car manufacturer.
A foreign investor on legal due diligence over a loan portfolio and the purchase of non-performing loans (NPLs) from a Vietnamese bank.
Aircraft finance and leasing
A global financial institution on the JOLCO financing and lease of four aircraft to VietJet.
General corporate lending
Global financial institutions on various financings to Vietnamese corporate borrowers.
The joint lead managers on Vinpearl’s USD425m Reg S exchangeable bond listed on the SGX and exchangeable into shares of Vingroup. Vinpearl is the hospitality arm of Vingroup, the largest private economic group in Vietnam. This is the world’s first exchangeable sustainability bond. . Best Equity-Linked Deal (Vietnam), The Asset Triple A Country Awards 2021.
The initial purchasers on Vietnamese tourism property developer BIM Land JSC’s debut Reg S offering of USD200m 7.375% bonds due 2026. This transaction marks the first corporate green bond out of Vietnam. Best Green Bond (Vietnam), The Asset Triple A Country Awards 2021.
The arrangers on the establishment of the USD1bn Euro Medium Term Note Programme by Vietnam Prosperity Joint Stock Commercial Bank (VPBank) and the debut drawdown of USD300m 6.25 per cent. Notes due 2022 (the Notes) under the Programme. The Notes are listed on the Singapore Exchange Securities Trading Limited.
The joint bookrunners on Vinhomes’ landmark USD1.3bn equity offering and listing on the Ho Chi Minh Stock Exchange. Vinhomes, a subsidiary of Vingroup, is the leading integrated residential and commercial real estate development company and the largest residential developer in Vietnam. The transaction is the largest issue in Vietnam to date. Awarded Best IPO, Vietnam M&A Forum, 2018.
The joint managers on Vincom Retail’s Rule 144A USD700m offering of secondary shares and listing on the Ho Chi Minh Stock Exchange. This transaction utilised a new structure that resulted in shorter settlement times.
The joint global coordinators on the Techcombank Rule 144A USD900m initial equity offering and listing on the Ho Chi Minh Stock Exchange.
VietJet, Vietnam’s leading international low-cost airline, on its USD170m IPO on the Ho Chi Minh Stock Exchange. Awarded Best Vietnam Deal, FinanceAsia Achievement Awards 2017.
Kohlberg Kravis Roberts (KKR)
KKR on multiple investments in Vietnam, including:
- its USD650m investment in Vinhomes, a leading real estate developer, Best Midsize M&A Deal, ALB SE Asia Awards 2021.
- its investment KiotViet, a leading merchant platform for micro and SMEs
- its investment in EQuest Education Group, an education platform
- its USD250m investment in Masan Group and Masan Nutri-Science
Baring Private Equity Asia
Baring Private Equity Asia on a USD400m investment by a consortium led by it and Alibaba in The CrownX, the integrated consumer retail arm of Masan Group, one of Vietnam’s largest conglomerates. Best M&A Deal (Vietnam), The Asset Triple A Country Awards 2021.
Indorama Ventures, a Thai chemical group, on its acquisition of shares in Ngoc Nghia Industry – Service – JSC, a Vietnam-based plastic packaging firm.
Thai Beverage Plc (Thai Bev) on its USD4.8bn acquisition of a majority stake in Saigon Beer Alcohol Beverage Corporation (Sabeco), Vietnam’s largest brewer, via a competitive offering process. Awarded Best Acquisition Deal, Vietnam M&A Forum, 2018.
Kinh Do Corporation
Kinh Do Corporation on its more than USD400m sale of its confectionery business to Mondelēz International, one of the world’s leading snack companies.
Manulife on a long-term strategic bancassurance partnership arrangement in Vietnam with Techcombank.
A multinational insurance company
A multinational insurance company on the acquisition of VietinBank’s entire 50% stake in the life insurance joint venture between the parties and on the signing of a new bancassurance agreement with VietinBank.
ADB and Thai commercial lenders on the financing of a 50MW utility-scale solar power plant and transmission line in Thanh Thanh Cong Industrial Zone, southern Vietnam. This transaction is one of the first large-scale international project finance transaction for a renewables project in Vietnam. Renewable Deal of the Year (Solar) – Vietnam, The Asset Triple A Infrastructure Awards 2021.
Vietnamese and Japanese sponsors on the development and financing of the Lien Lap, Phong Huy and Phong Nguyen wind farms (3x48MW) in Quang Tri province, Vietnam. The financing is certified by the Climate Bonds Initiative and was ADB’s first financing of a wind power project in Vietnam. Renewable Onshore Wind Deal of the Year, IJGlobal Awards 2022.
Mong Duong 2
The joint lead managers and the trustee on Mong Duong Finance Holdings B.V.’s debut 144A/Reg S offering of US$678.5 million 5.125% Secured Senior Notes due 2029 and the mandated lead arrangers and bookrunners on the US$402.7 million term loan and US$82.0 million debt service reserve letter of credit facilities to be made available to Mong Duong Finance Holdings B.V. This is a market first in Vietnam and represents the first time a combination of project bonds and traditional bank debt has been used to repackage an existing project financing in Vietnam.
Nghi Son 2 power plant
KEPCO and Marubeni Corporation on the 1,200MW Nghi Son 2 coal-fired power plant project. Awarded Asia Pacific Power - Coal Deal of the Year, IJGlobal Asia Pacific Awards 2019; Project of the Year, ALB SE Asia Awards 2019.
Van Phong power plant
Sponsors on the 1,200MW coal-fired power plant in Van Phong, Vietnam.
Vinh Tan 1 power plant
Lenders on the financing of the Vinh Tan 1 BOT coal-fired power project in Vietnam. Awarded Project Finance Deal of the Year, IFLR Asia Awards 2016, and Project Finance Deal of the Year, ALB Southeast Asia Law Awards 2016.
Nghi Son Refinery
Lenders on the USD5bn financing of the USD9bn Nghi Son Refinery project, the largest project financing in Vietnam to date. Awarded Asia-Pacific Petrochemicals Deal of the Year, Project Finance Magazine Awards 2014.
Phu My 2.2 power plant
Electricité de France and Sumitomo Corporation on the Phu My 2.2 power project – Vietnam’s multi award-winning first BOT project to reach financial close.
ESR, Asia’s largest APAC focused logistics real estate platform, on its joint venture with BW Industrial Development JSC, the leading logistics and industrial real estate developer and operator in Vietnam, for the development of an industrial park in Ho Chi Minh City.
Sumitomo Corporation on a USD4.2b next-generation "smart city" in Hanoi, Vietnam.
CapitaLand on its S$81.4m (approx USD59.4m equivalent) acquisition of a prime residential site in District 2 of Ho Chi Minh City, Vietnam.
Gaw Capital Partners
Gaw Capital Partners on the USD 1.2b joint venture to develop the 86-story Thu Thiem Observation Tower in Ho Chi Minh City.
CFLD International on its acquisition of a majority stake in a residential development project located in the Dong Nai province from VinaLand Ltd.
Middle Eastern sovereign wealth fund
A Middle Eastern sovereign wealth fund on its joint venture and co-investment in CapitaLand Vietnam Commercial Fund 1, a USD300m real estate fund managed by Singapore-listed CapitaLand, one of Asia's largest real estate companies. This transaction represents the first commercial fund established by CapitaLand in Vietnam.
News and insights
Publications: 02 December 2021
In our latest edition of Trust Us, a podcast addressing hot topics for trustees and agents in Asia Pacific, Holly Hart from our Corporate Trust & Agency team moderates a discussion on the key…
Publications: 19 July 2021
There is increased SPAC activity in the Asia Pacific region, with most of the recent activity focused on business combinations or ‘de-SPAC’ transactions.
Publications: 18 December 2020
The fourth episode of Trust Us, a podcast hosted by Allen & Overy’s APAC Corporate Trust and Agency team.
'Band 1' in Vietnam in Banking & Finance, Projects, Infrastructure & Energy, Corporate/M&A, Capital Markets
Chambers Asia Pacific 2022
'Tier 1' in Vietnam in Banking & Finance, Projects & Energy, Corporate/M&A, Capital Markets
The Legal 500 Asia Pacific 2022
Renewable Onshore Wind Deal of the Year: Lien Lap, Phong Huy and Phong Nguyen wind portfolio financing
IJGlobal Awards 2022
Best M&A Deal (Vietnam): Baring Private Equity Asia’s investment in The CrownX
The Asset Triple A Country Awards 2021
Best Syndicated Loan (Vietnam): USD790m loan to VietinBank
The Asset Triple A Country Awards 2021
Best Equity-Linked Deal (Vietnam): Vinpearl’s USD425m exchangeable bond
The Asset Triple A Country Awards 2021
Best Green Bond (Vietnam): BIM Land’s USD200m bond
The Asset Triple A Country Awards 2021
Best Midsize M&A Deal: KKR’s USD650m investment in Vinhomes
ALB SE Asia Awards 2021
Renewable Deal of the Year (Solar) – Vietnam: GTN2 financing
The Asset Triple A Infrastructure Awards 2021
APAC Power – Coal Deal of the Year: Nghi Son 2 IPP)
IJGlobal Asia Pacific Awards 2019