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16 April 2008

Chandler &
Thong-ek was established in 1974 and has engaged in a Thai business and
finance law practice, representing a number of major Thai and
international clients in a wide range of investment projects and financial
transactions. We advise shareholders and management in their analysis and
decision-making relating to tax, regulatory and other legal requirements,
and we also seek to present the commercial considerations involved in the
transactions.
The founding partner of the firm is Albert T.
Chandler, an American lawyer who graduated from Harvard Law School in 1964
and who has practiced law in Bangkok since 1969. His senior partner is
Niwes Phancharoenworakul, who earned two LL.M. degrees at New York
University, was a member of the 1996/97 Constitution Drafting Committee,
and member of the Senate (2001-2006). The firm currently has 9 partners,
23 associates, 2 foreign consultants and over 52 non-professional staff.
Chandler & Thong-ek has extensive experience in corporate, commercial and
financial transactions in Thailand, including investment funds, real
estate projects, foreign investments and related tax matters. The firm has
a particular expertise in energy and natural resource matters, and has
acted for international agencies and for Asian governments on projects
involving mineral policies and legislation.
C&T received IFLR’s National Law Firm of the Year
Award at the Asian Awards 2008 on 5 March 2008, for the 8th year in a row.
The firm’s language capabilities presently include Thai, English, French,
and Lao.
The firm has the following general practice areas:
1.
Major Investment Projects
Contact persons:
C&T has
assisted numerous clients to prepare and process applications for
investment promotion and to implement Board of Investment (“BOI”) and
Industrial Estate Authority of Thailand (“IEAT”) projects in electricity,
hotel, petrochemical, electronics, computer, watch, mining, food and other
industries.
The firm represents project owners, sponsors and lenders in EGAT’s IPP and
SPP programs in Thailand, and borrowers and lenders in hydro-power
projects in Lao PDR.
C&T has assisted both BOI promoted and non-promoted companies in land
acquisition and licensing (factory licenses, building permits and other
approvals), and drafting and negotiation of shareholders, construction,
licensing, consulting and financing agreements in connection with
establishment of new joint ventures and factories.
The firm has represented owners and lenders in major real estate projects,
in Bangkok and up-country in Thailand.
C&T has represented private investors pursuing several major privatization
projects, and has participated in studies concerning the proposed
privatization of water and wastewater facilities, and the proposed
privatization of CAT. The firm has also represented lenders to the Second
Stage Expressway, the Don Muang Tollway, the BMA Mass Transit System, and
several telecommunications projects.
2.
Banking and Project Financing
Contact persons:
Current 2008 Projects:
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SIPCO gas fired SPP project financing
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Hongsa lignite fired power project |
Major 2006 and 2007 Projects:
Nam Theun 2 and Nam Ngum 2 hydropower
project financing, Ratchaburi Power project financing, Glow refinancing, PTT
Phenol project financing, Thai Paraxylene project financing, Bangchak
refinery expansion financing, Amata refinancing, Kampot Power Plant
financing (Cambodia), NPS, TPT Petrochemicals, Pathum Thani Water.
C&T has acted for project owners in a number of major industrial projects,
which has involved work on major Baht and foreign currency credit
facilities. Recent projects include National Petrochemical (NPC-1 Olefins
plant and expansion), Peroxythai (hydrogen peroxide plant), PTT
Exploration & Production (offshore gas development), Thai Lube Base (lube
base oil project, Vinythai (PVC plant and 2001 refinancing), Advance Agro
(pulp and paper plant), The Aromatics (Thailand) (petrochemical plant),
BSTE and BST (petrochemical plants), Mitsubishi Oil Company (paraxylene
plant), Sahacogen (2001 SPP (refinancing)), Rojana Power (2001 SPP
(refinancing)), and Gulf Power (original coal-fired IPP project). C&T advised Theun Hinboun in
its 2002 refinancing of its hydro power project in Lao PDR.
The firm has acted for foreign lenders in connection
with major offshore borrowings by the Kingdom, state enterprises and
private sector borrowers. Recent project financings include Nam Theun 2
hydropower project, BLCP Power (IPP project), Eastern Power (IPP project,
and refinancing), Independent Power (Thailand) (IPP project), Tri-Energy (IPP
project), BMA Mass Transit System (elevated railroad), Theun Hinboun (Lao
power project), Star Petroleum (oil refinery), Rayong Electricity
Generating (acquisition of the Rayong Power Plant), Khanom Electricity
Generating (acquisition of the Khanom Power Plant) and Pathumthani Water
(water supply). C&T has experience with all forms of security arrangements
in Thai project financings.
The firm has represented Thai financial institutions in recent financings
for Houay Ho (2002 financing of hydropower project), Tuntex Petrochemicals
(2002 refinancing of PTA and power plant), Thai Tap Water Supply (2001
financing of water supply project), The Aromatics (Thailand) (2001 and
2002 partial refinancings), Thai National Power (2001 SPP refinancing),
Ratchaburi Electricity Generating (2000 and 2002 acquisitions of
Ratchaburi power plant, Thai Caprolactum, Thai Petroleum Pipeline (“Thappline”),
the Co-Generation, Thai Co-Generation, National Fertilizer, Industrial
Power (2001 refinancing), Thai Special Steel, Thai Cold Rolled Steel
Sheet, National Power Supply, and Seacon Development, and has acted as
special counsel for Krung Thai Bank, IFCT and TISCO in connection with
project financings, acquisitions, and SET listings.
C&T acted for lenders in the 1998 US$950 million loan
to Thai Exim guaranteed by the MOF. C&T represented Thai and foreign
lenders in the 1994 US$100 million country loan to the State Bank of
Vietnam, and Thai lenders in the 1994 US$50 million country loan to Lao
PDR.
C&T has represented Mutual Fund in the establishment of more than 10
onshore and offshore mutual funds.
As a result of the above work, we are familiar with documentation and
lending requirements of major export credit agencies and international
lending institutions.
3.
Securities
Contact persons:
In 2004, the
firm acted for 15 Thai shareholders in Thaioil in connection with the
initial public offering of Thaioil in SET.
In 1997-98 the
firm acted for foreign underwriters in connection with the US$452,500,000
144A note offering of Nakornthai Strip Mill, for PTTEP on a 144A share
offering, and other 144A bond offerings. C&T acted for Vinythai in the
issue of Baht secured debentures in 2001, Lotus Tower in the issue of Baht
secured debentures in 2000, and National Petrochemical in its issue of
Baht Notes in 1998. C&T acted for PTTEP International Ltd., in connection
with its issue of Notes in 1996, and for PTTEP for its Samurai Bonds in
1997.
In 1997, C&T acted for foreign underwriters in connection with listing of
shares of Asia Pacific Wire & Cable on the NY stock exchange; and for
issuers in the US$185,000,000 Rule 144A note offering of Jasmine Submarine
Telecommunication, and the US$111,350,000 Rule 144A note offering of
Advance Agro.
C&T acted for PTT Exploration & Production, National Petrochemical,
Advance Agro, Vinythai, The Aromatics (Thailand) and Ticon Industrial
Connection in their IPO’s and in listing shares on the SET. We also advise
other listed companies on the issue of new securities, conversion to pcl’s,
and SET listing, disclosure and tender offer requirements.
In 1990, the firm acted for foreign and local underwriters in connection
with the public offer of shares by TPI Polene, and in 1994 their public
offer of bonds. In 1993 C&T acted for local underwriters in connection
with the public offer of shares by Telecom Asia, and in 1994 for foreign
underwriters in connection with the public offer of shares by Thai
Telephone & Telecommunications, Italian-Thai Development Corporation, Thai
Petrochemical Industry and TPI-Polene.
In 1995, C&T acted for foreign underwriters in connection with the offer
of Euro Convertible bonds by Sahaviriya Steel Industries. In 1996, C&T
acted for underwriters in connection with the offer of Fixed Rate Notes by
Thai Fuji Finance and Securities, the offer of Floating Rate Notes by
Phatra Thanakit and the offer of Floating Rate Notes by Rocket Electric
(Thailand).
The firm represented TISCO Leasing and Tru-Way in the first securitization
of car leasing and car hire purchase portfolios in Thailand.
In 1991, the Thai government undertook a major law reform program
including enactment of the Securities and Exchange Act and a new Public
Limited Companies Act. C&T was co-publisher of the SEC’s English language
translation of the legislation. The firm has assisted the Stock Exchange
of Thailand (“SET”) in preparing English translations of numerous
regulations and notifications governing listing of shares.
4.
Corporate and Acquisitions
Contact persons:
C&T’s
corporate department handles all types of company registration, M&A
reorganization and liquidation work, and presently performs corporate
secretarial work for over 300 Thai limited companies. The firm also
handles registrations of branch offices of foreign corporations,
representative offices, regional offices, applications for US Treaty
protection, and conversions to public limited companies.
Our past major transactions and clients include:
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In 1999, the “alliance” between Star Petroleum and
Rayong Refinery; |
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In 2000, the acquisition of 26% of Thaioil Power by
PTTEP; |
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In 2000, the proposed acquisition of Bangkok
Polyethylene by National Petrochemical Corporation; |
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In 2001, the disposal of Ajinomoto’s interest in CPC/AJI
to Unilever; |
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In 2002, acquisition of Fritz Transportation Companies
in Thailand by United Parcel Services (UPS); |
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In 2002, Hitachi Global Storage in its acquisition of
IBM’s storage manufacturing plant; |
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In 2003, the “spin-off” bus and truck business from
MMC Sittipol Co., Ltd. to Mitsubishi-Fuso Truck & Bus Corporation; |
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In 2004, the acquisition of Kuwait Oil Retail Business
(with more than one hundred oil service stations in Thailand) by PETRONAS,
the Malaysian National Oil Corporation; |
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In 2004, the acquisition of shares in Invista
(Thailand) Limited by Koch Fiber Equity BV, Arteva Specialties B.V. and
Arteva Latin America B.V. respectively; |
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In 2004, the acquisition of shares in IPT’s subsidiary
by Honeywell; |
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In 2005, the transfer of a thermal spreader business
from HSTS, formerly IPT’s subsidiary to HEM, a subsidiary of Honeywell in
Thailand; |
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In 2006, the largest corporate merger of the two
listed companies; i.e., National Petrochemical Plc and Thai Olefins Plc
(becoming PTT Chemicals Plc); |
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In 2006, we act for the second largest hard disc drive
manufacturing company in its proposed merger with another manufacturing
company; |
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In 2006, we act for the two elastomer manufacturing
companies for their proposed merger; |
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In 2006, we act for Macnecomp Precision Technology
(Thailand) Plc in its full merger with Macnecomp (Thailand) Co., Ltd.; |
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In 2007, we acted for PETRONAS in acquisition of
certain capital interest in THAPPLINE from TMB Bank PLC; |
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In 2007, we acted for Vinythai PLC in acquisition of
APEX Chemicals; |
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In 2008, we act for Solvay in several new
petrochemical investment projects in Thailand including its current joint
venture project with Dow Chemicals to construct the crude Hydrogen
Peroxide at Asian Industrial Estate with a capacity of 360,000Mt. This
will be the largest Crude Hydrogen Peroxide plant in the world; |
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Other recent M&A deals, including the acquisition of
Sincor International, a subsidiary of Cardinal Health, the disposition of
Van Melle Confectionary by the Central Group; the disposal of Harrods
Energy’s local interests; the acquisition of Adams Confectionary by
Cadbury Schweppes; the disposal of Airgas’ local investment, the
acquisition by Black & Veatch of an interest in a local services company;
and a proposed divestiture by Johnson Matthey. |
The firm has represented both Thai and foreign parties in other major
share and asset acquisitions and sales, and is familiar with all
associated corporate, tax, licensing and government reporting steps
involved.
C&T handles formalities in connection with employment of aliens in
Thailand, including work permits, visas, and related government approvals.
C&T provides advice on Thai labor law and handles labor cases in the labor
court. C&T published an English translation of the Labour Protection Act
which came into force in August 1998, and the Alien Business Operation Act
which came into force in March 2000.
5. Tax
Contact persons:
C&T provides
tax planning advice for Thai projects, including shareholders, officers,
and EPC contractors, and is familiar with the application of the numerous
tax treaties to which Thailand is a party. In 1990, C&T coordinated a
major double tax treaty study for the American Chamber of Commerce in
Thailand and an update in 1993, which were utilized by the US Treasury
Department in negotiation of the Thai-US double tax treaty which came into
force on 1 January 1998.
The firm has professional relationships with the leading international
accounting firms in Thailand, which assist in providing responsive and
comprehensive advice on Thai tax issues.
VAT was introduced in Thailand in January 1992. C&T advises on its
application to various businesses, and published an English translation of
the legislation.
C&T is the Thailand reporter for the CCH International Tax Planning
Corporations Manual.
6.
Petroleum and Minerals
Contact persons:
C&T has acted for a number of companies carrying on
mineral exploration, mining and processing projects, and is familiar with
all stages of licensing and government approvals involved. We represent
the sponsors of Chatree Gold Mine which started production in 2001. Other
current clients include LHOIST (dolomite mining), Oxiana (copper), Pan Australian (copper mining project), and MICCL
(copper mine). C&T is a member of the Mining Industry Council. We prepared
a study of the Thai mineral industry for the University of Dundee,
Scotland, in 1992.
C&T acted for PTT in connection with its JDA gas
purchase, pipeline and separation plant project in a joint venture with
Petronas, and currently for the project company, TTM (Thailand) on the
Trans Thai Malaysian Pipeline Project, and A18 and B-17 Pipeline expansion project.
The firm acted as special counsel to PTT Exploration & Production in its
joint development project with Petronas Carigali in the Malaysia-Thailand
Joint Development Area (Blocks B-17 and C-19), in negotiation of JOA’s
with TOTAL and ESSO, and in financing its participation in development of
the Bongkot Field and in other projects.
C&T has acted for oil companies in the submission and
processing of applications for petroleum concessions, implementation of
exploration programs, and drafting and negotiation of joint venture and
financing agreements for petroleum development and production projects.
Clients have included Alberta Energy, Anschutz, Chevron, Fina, Harrods,
Hess, Pearl, Phillips Petroleum, Tatex, and others. C&T publishes papers
on Thai petroleum legislation and is a member of the Petroleum Institute
of Thailand.
C&T was a member of Chulalongkorn Law Faculty’s team
advising the Ministry of Energy re 2003/4 energy law reform program,
together with Boston Consulting Group. C&T is a member of Chulalongkorn
Law Faculty’s team advising the Department of Mineral Fuels re petroleum
legislation reform, and team advising Ministry of Energy re proposed
legislation on energy conservation and alternative fuel.
C&T has participated in special energy sector studies in Thailand, and has
performed mineral law and policy services for international agencies in
Nepal, Philippines and Vietnam. Since 1985 we have acted for the
government of Nepal’s Petroleum Exploration Promotion Project.
7.
Restructuring
Contact persons:
C&T represents
creditors, creditor committees and debtors in due diligence work and
restructuring of corporate debt, and advises on reorganization proceedings
under the amended Bankruptcy Act and under CDRAC. C&T published an English
translation of the amended law 1999, and co-published “Restructuring
Eurobond Debt in Thailand”.
C&T was the Thai legal advisor to the FRA in connection with the asset
sales program of 56 suspended finance companies, and advised the Bank of
Thailand in connection with restructuring and proposed sale of two
intervened commercial banks.
C&T acted for Thai Yamaha Motor Company in its successful restructuring
which closed in June 2001, and its subsequent refinancing.
Major restructuring works include Aromatics, Central Trading, CMIC, Fuel
Pipeline Transportation, Ital-Thai, Nikko Hotel, One Holding, PTK Metal,
Siam Strip Mill, Sriracha Harbour, Thai Tank Terminal, Thai Lube, and TT&T.
8.
International Business Transactions
Contact persons:
C&T deals with
a wide range of legal and administrative issues arising in transborder
sales of goods, delivery of services and financial transactions, including
exchange control, tax, licensing, customs, and intellectual property
issues.
The firm assists Thai clients in foreign investment transactions,
utilizing a network of lawyers in foreign jurisdictions including all
leading financial centers.
The firm has experience with business transactions in Lao PDR, Myanmar and
Nepal, and follows legal developments in these jurisdictions.
9.
Dispute Settlement
Contact persons:
C&T represents
clients in the Thai civil and labor courts, the Intellectual Property and
International Trade Court (established in 1997), the Bankruptcy Court
(established in 1999) and in arbitration proceedings, and has substantial
experience in resolution of construction industry disputes, in enforcement
of foreign arbitration awards, and in the conduct of arbitration under the
rules of the Arbitration Institute of the Office of the Judiciary.
10.
E-Commerce
Contact persons:
In 2000 the
firm established an E-Commerce group to follow the development of law and
policy in Thailand relating to e-commerce and information technology.
11.
Government Contracts
Contact persons:
C&T has a
strong practice on government contracts, including government procurement
regulations. C&T represents foreign investors in negotiating several
infrastructure government contracts. Major clients include Northrop
Grumman, Kaman Aerospace, Anglian Water, Black & Veatch, Bombadier Inc.,
Alberta Energy Corporation, Mashall Aerospace, Schelde Naval Shipbuilding
and Laem Chabang International Terminal Co., Ltd.
The firm recognizes the importance to
its clients of confidentiality, sound judgment and discretion.
Although the firm is organized into general practice areas, there is no
rigid structure.
A multi-disciplinary team is often assigned to a project to provide
comprehensive advice and service on an efficient and economic basis.
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