Latham Advises on Eight 2022 Chinese Deals of the Year

China Business Law Journal recognized Latham & Watkins for advising on eight of the publication’s 2022 Deals of the Year. The firm’s highlighted work included advising on corporate and financing transactions in China that met the publication’s bar for “overall significance, complexity, innovative nature and deal size”.

Latham advised on the following award-winning matters:

• New Frontier Health privatization: Latham advised Aspex Master Fund on its US$1.58 billion acquisition of New Frontier Health Corporation (NYSE: NFH), the operator of United Family Hospitals – the first delisting of a company that went public via SPAC.
• Silicon Motion Technology’s take-private offer: Latham advised Silicon Motion, a Taiwan-based developer of NAND flash controllers for solid state storage devices, on its US$3.8 billion sale to MaxLinear.
• Tianqi Lithium US$1.7 billion listing in Hong Kong: Latham advised Tianqi Lithium, a leading global lithium producer, on its HK$13.5 billion (US$1.7 billion) H share initial public offering on the Main Board of The Stock Exchange of Hong Kong Limited (HKEX), representing the second largest HK IPO in 2022.
• Tims China listing via SPAC on Nasdaq: Latham advised Tencent Holdings, as shareholder to TH International, the China-based exclusive master franchisee of Tim Hortons coffee shops, on its US$1.4 billion business combination with Silver Crest Acquisition Corporation, a special purpose acquisition company. The Chinese arm of coffeehouse chain Tim Hortons (Tims China) started to sell its shares on the Nasdaq after closing the merger. Due to significant tax complications, the deal used a “reverse de-SPAC” structure, which was a first-of-its-kind in Asia, to ensure no tax liability would arise upon listing completion.
• AMD’s US$35 billion acquisition of Xilinx: Latham represented AMD in a “seismic exchange in the semiconductor sector” – its acquisition of Xilinx in an all-stock transaction valued at US$35 billion, creating the industry’s leading high performance computing company.
• Hong Kong Airlines’ debt restructuring: Latham advised Hong Kong Airlines on its successful US$6.2 billion debt restructuring, which upon completion will restore the company to financial stability and enable it to continue to operate on a going concern basis. This is the first time that a parallel Hong Kong scheme of arrangement and UK restructuring plan have been approved by the courts in the two jurisdictions to effect the restructuring of Hong Kong, PRC and English law governed debts, including certain perpetual securities issued by an offshore affiliate and guaranteed by the company.
• JD Property’s US$800 million series B financing: Latham advised Warburg Pincus Asia and another investor as co-lead investor group on the US$800 million series B financing of JD Property. The transaction is one of the largest equity financing deals in infrastructure asset management in 2022.
• Qihoo 360 privatisation-related US proceedings: Latham is representing the former Chairman and CEO of Qihoo 360 Technology in a securities class action before the U.S. District Court of the Southern District of New York. The action was brought by hedge funds who objected to Qihoo’s take-private merger and delisting in 2016 on the basis that this transaction undervalued the company. The case was originally dismissed as to Qihoo, but revived on appeal, and Latham recently appeared in the case on behalf of Qihoo’s former Chairman and CEO to ask the Court to dismiss all claims. That motion is pending and the case has been paused until the Court decides that issue.