Chair's Note

Dear WSG Members,

As we come to the end of a very active year, I want to reach out and personally thank each of you for your contributions to World Services Group’s continued growth and success during these special and ever-changing times. Once again, it has been truly impressive to see how member firms contributed and complemented each other in solving, adapting, and providing support throughout this challenging year and, also, continued digitally connecting and building key business relationships through the network’s proprietary platform.

As mentioned in my previous Chair Note, we must continue to adapt to the changes presented to ensure our firms’ continued growth, that of our clients and the long-term success of WSG and work together on the important objectives set for 2022, with investments in technology, talent and corporate sustainability best practices remaining at the core of the continuing growth of our industry.

We have several exciting new initiatives planned in the new year that will continue to grow the network and expand brand awareness globally to a variety of audiences including current and perspective clients, industry leaders and influencers.

With a continued focus on technology and innovation, just a few of these include a new re-brand of WSG across all channels that visually communicate the reputation of our network as a global leader and resource, enhanced digital tools including a new website and mobile app, along with improved training and accessibility for all our members.

In addition to the above, a variety of exciting virtual events and webinars along with hopefully in-person meetings will be offered to further grow your involvement and value in WSG. I encourage you all to attend and contribute to these and be an active WSG representative in your firm, communicating the value of the network to your colleagues and clients.

Other new initiatives will continue throughout the upcoming year, and we will be sharing future updates and announcements on these with all members.

On behalf of the Executive Committee and the WSG Board of Directors, I wish you all the best for the year ahead. I encourage you all to reach out to me with your thoughts on how we, as a group and organization, can improve and grow the network in this current and hopefully improving future business environment.

Your sincerely,

Stefan Erhag
Chairman
World Services Group

In The News

WSG Member: Deacons

Deacons advises the sole sponsor Guotai Junan Capital Limited and underwriters in relation to the Main Board IPO of Tam Jai International Co. Limited, seeking to raise up to approximately HK$1.4 billion (subject to the exercise of over-allotment option).

The company is a leading and renowned restaurant chain operator of the TamJai (譚仔雲南米線) and SamGor (譚仔三哥米線) branded fast casual restaurant chain in Hong Kong with operations also in Mainland China and Singapore, specialising in mixian (a type of rice noodle (米線), which is a well-established, gluten-free staple food with a long history in Asian food culture and typically made from non-glutinous rice without any additives). It is currently a subsidiary of Toridoll Holdings Corporation (listed on the Tokyo Stock Exchange).

The company launched its IPO on 23 September 2021. Guotai Junan Securities (Hong Kong) Limited and China International Capital Corporation Hong Kong Securities Limited are the Joint Global Coordinators.

Dealings in its shares on the Main Board of the Hong Kong Stock Exchange are expected to commence on 7 October 2021.

Our team is led by Ronny Chow and Maynard Leung, Partners of our Corporate Finance Practice Group.

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WSG Member: Kudun and Partners

Kudun and Partners represented BG Energy Solution Company Limited, a subsidiary of BG Container Glass Public Company Limited (BGC) and Bangkok Glass Public Company Limited in a cross-border refinancing transaction in the form of a loan facility from Vietcombank for the sum of VND 760,625,000,000 for My Son 1 and 640,625,000.000 for My Son 2, totaling VND 1.4 trillion or approximately USD 61.6 million. The refinancing was extended for the early redemption of all outstanding bonds of which Tan Viet Securities Joint Stock Company (TVSI) acts as the bondholder representatives.

The refinancing was a follow-up to the client’s cross-border investment transaction of My Son 1 Solar Power Joint Stock Company and My Son 2 Solar Power Joint Stock Company, which was represented by Kudun and Partners and had a transaction value of about USD 48.1 million.

The project financing matter includes our team working and coordinating on three prongs; our client, the project company based in Vietnam and Vietcombank on the loan application, reviewing the loan facility agreements, demonstrating our capability in advising the acquirer of the shares and the structure and approach, of which assisted the borrower in this cross-border refinancing. Aside from the cross-border and coordinating aspects of the transaction, the transaction was exceedingly time-sensitive with an almost impossible deadline to meet as the client require the redemption to be completed as quickly as possible.

The refinancing transaction was led by Chai Lertvittayachaikul, a partner of the firm together with associates; Ploy Maneepaksin and Jeeranant Geevorakulnont.

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WSG Member: NNDKP

NNDKP has assisted Purolite Corporation and Purolite SRL in relation to the acquisition of the companies by Ecolab, as part of a broader, global acquisition process.

The transaction is valued at approximately US$ 3.7 billion, placing it amongst the largest transactions of its kind closed this year, both at global and national level.

NNDKP has provided assistance in all stages of the transaction and with other relevant aspects regarding the acquisition process, through the involvement of a multidisciplinary team of professionals, comprised of experts from the firm’s Corporate/M&A, Employment, Banking and Finance, Real Estate and Tax Advisory practices.

NNDKP’s team was led by Manuela M. Nestor, Co-Managing Partner of the firm, and included Răzvan Vlad, Partner (Corporate / M&A), Roxana Ionescu, Partner (Environment and Data Protection), Lavinia Ioniță Rasmussen, Partner (Real Estate), Vlad Anghel, Senior Associate (Corporate / M&A), Monia Hanțig, Managing Associate (Banking and Finance) and Cătălina Dan, Associate (Banking and Finance).

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WSG Member: Heuking Kühn Lüer Wojtek

A team led by Dr. Thorsten Kuthe, Partner at Heuking Kühn Lüer Wojtek, advised The Naga Group AG, provider of the NAGA.com social network for trading, cryptocurrencies, and payments, on another capital increase. With total proceeds of EUR 34 million, this has been the company’s largest equity funding round to date.

Naga will use the proceeds to accelerate customer growth, expand into new regions, and recruit new employees. In a strategic move, the company has also decided to offer a white-label software product to select partner companies around the world. Naga is thus expanding into the Software-as-a-Service space, adding a new revenue stream.

The Naga Group AG is a fintech company that connects personal finance transactions and investments through its social trading platform. The company's proprietary platform offers a range of products ranging from trading, investing, and cryptocurrencies to a physical VISA card.

The Heuking team led by Kuthe regularly advises Naga. Most recently, it advised the fintech company on a capital increase with issue proceeds of EUR 22.7 million in September 2021.

Counsel to The Naga Group AG
Heuking Kühn Lüer Wojtek:
Dr. Thorsten Kuthe (Lead, Capital Markets),
Anna Richter, LL.M.,
Linda Karl (all Capital Markets), all Cologne

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WSG Member: Shepherd and Wedderburn

Shepherd and Wedderburn has supported Morton Club Together in its acquisition of a majority shareholding stake in Greenock Morton Football Club Limited, meaning the football club is now entirely owned by its fans.

Morton Club Together is a community-owned, volunteer-run organisation that aims to ensure Greenock Morton football club is run in a sustainable way.

The acquisition fulfils a promise made by the Rae family, who own the former majority shareholder Golden Casket Limited, the Greenock-based maker of confectionery including Buchanan’s and Gibb.

Shepherd and Wedderburn’s team comprised Stephen Gibb and David Benson, of the corporate finance team, and Judith Stephenson and Oonagh MacDonald, who acted in relation to property aspects of the deal.

Stephen Gibb, corporate finance Partner, said: "This is a significant moment for Greenock Morton, and we are delighted to have supported Morton Club Together in achieving its goal of community ownership for the football club."

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WSG Member: Morgan & Morgan Legal

Morgan & Morgan Legal acted as Panamanian counsel to Avianca Holdings, S.A. (“Avianca”) and its subsidiaries, in connection with its financial and corporate restructuring process, implemented to emerge from Chapter 11 proceedings in the United States of America, after having filed for bankruptcy protection in U.S. Courts back in May 2020. Avianca’s emergence from Chapter 11 involved the offering of Senior Note Indentures which resulted in over US$1,700,000,000.00 in new investments used to reduce debt and obtain liquidity, as well as a profound overhaul and reorganization of its corporate structure.

Partners Francisco Arias G., Aristides Anguizola and Raul Castro, Senior Associate Alexis Medina, Associate Allen Candanedo and International Associate Miguel Arias M. participated in this transaction.

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WSG Member: Beccar Varela

Beccar Varela advised Agrofina S.A. on the structuring of Agrofina XXVI Trust, created under the Secuval II Program (the “Trust”), and on the debt securities issuance under the Trust, carried out for a total amount of AR$496,687,205 on November 1st, 2021.

The Trust issuance comprises two Classes of trust debt securities. Class A was issued for the amount of AR$438,693,330, at an annual nominal variable rate equivalent to the private BADLAR rate plus 100 basis points, with a minimum of 35% and a maximum of 45%, rated A1sf(arg) by FIX SCR S.A. Risk Rating Agent “Affiliate of Fitch Ratings” (“Fix”) on October 14th, 2021. Class B was issued for AR$57,993,875, at an annual nominal variable rate equivalent to the private BADLAR rate plus 200 basis points, with a minimum of 36% and a maximum of 46%, rated A2sf(arg) by Fix on the same date.

Banco de Valores S.A. acted as financial trustee, custodian agent, organizer, and placement agent in this issuance, while Agrofina S.A. acted as trustor, administrator, and collection agent. AR Partners S.A., Banco Mariva S.A., First Capital Markets S.A., SBS Trading S.A y StoneX Securities S.A. acted as placement agents and FIRST Corporate Finance Advisors S.A. acted as co-organizer and financial advisor.

The financial trust’s primary goal is to finance small and medium-sized companies, given that at least 70% (seventy percent) of the trust asset, considering its nominal value, is made up of rights or credits from operations carried out with SMEs CNV.

All parties involved turned to Beccar Varela: team led by partner Luciana Denegri, assisted by associates María Victoria Pavani, María Inés Cappelletti, and Julián Ojeda.

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WSG Member: ALTA QIL+4 Abogados

ALTA QIL+4 Abogados, with the participation of partner José Quiñones and associate Santiago Granados, acted as local counsel representing the Republic of Guatemala as issuer on the US$1 billion.

The transaction closed on 14 October, 2021. It consisted of two stages, the first stage the Republic of Guatemala issued bonds for US$500 million with a coupon of 3.7%, due in 2033. That issuance was followed by a second worth US$500 million, with a coupon of 4.65% and due in 2041.

This successful transaction sends a positive message to foreign investment in the country.

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WSG Member: Haynes Boone

A Haynes and Boone, LLP team led by attorneys Chad Mills and John Montgomery represented Morgan Stanley Energy Structuring, L.L.C. (“MSES”) as the energy supplier and Morgan Stanley in its role as the guarantor of MSES’s obligations in connection with California's first-ever municipal bond-financed clean energy prepayment transaction.

The Clean Energy Project Revenue Bonds (“the Bonds”) were issued by California Community Choice Financing Authority (CCCFA) for the benefit of East Bay Community Energy and Silicon Valley Clean Energy, two California community choice aggregators.

The bond issuance on Sept 23, 2021 generated nearly $1.5 billion in proceeds after having received an investment grade "A1" rating from Moody's and a "Green Climate Bond" designation from Kestrel Verifiers.

The Bonds were used to prepay a supply of clean electricity to be delivered to retail customers and businesses across the Bay Area and Central Valley. For decades, municipal utilities have used the prepayment structure as an industry standard practice to reduce costs for the purchase of natural gas. For the first time ever, this transaction applied this structure to the purchase of clean electricity.

“We have applied a new approach to how we finance our clean power projects, furthering the financial savings enjoyed by our customers,” Girish Balachandran, CEO of Silicon Valley Clean Energy, said in a press statement.

Mills is a partner in the Energy Practice Group in Haynes Boone’s Houston office. His practice focuses on structured energy transactions and related energy trading agreements, project and infrastructure development and finance, mergers and acquisitions, and other corporate transactions. Montgomery is an associate in the Energy Practice Group in Haynes Boone’s Houston office with a practice focused on structured energy transactions, energy trading agreements and other corporate transactions. Vikki Marsh, an associate in the Energy Practice Group, also assisted on the matter.

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WSG Member: Hunton Andrews Kurth

Hunton Andrews Kurth LLP advised the underwriters on an SEC-registered offering by NextEra Energy Capital Holdings, Inc. (NEE Capital) of (i) $1 billion aggregate principal amount of 1.875% Debentures, Series due January 15, 2027, (ii) $1 billion aggregate principal amount of 2.440% Debentures, Series due January 15, 2032 and (iii) $500 million aggregate principal amount of 3.00% Debentures, Series due January 15, 2052. The debentures are fully and unconditionally guaranteed by NextEra Energy, Inc. (NEE), the parent company of NEE Capital. The transaction closed December 13, 2021.

NEE is one of the largest electric power and energy infrastructure companies in North America and a leader in the renewable energy industry. NEE's principal subsidiaries are Florida Power & Light Company, which serves more than five million customer accounts in Florida and is one of the largest rate-regulated electric utilities in the United States, and NextEra Energy Resources, LLC, which together with its affiliated entities is the world’s largest generator of renewable energy from the wind and sun, as well as a world leader in battery storage.

The Hunton Andrews Kurth team included Steven C. Friend, Patrick C. Jamieson, Michelle G. Chan and Reuben H. Pearlman. Robert McNamara and Tim Strother provided tax advice.

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WSG Member: Carey Olsen

The funding also brings CertiK's total valuation to nearly US$1 billion, and means the company has attracted total investment of just over US$140 million in three separate funding rounds since July, all of which Carey Olsen advised on.

The latest funding round was led by Sequoia Capital China and also secured backing from existing investors Tiger Global, Coatue Management and GL Ventures. It will allow CertiK to further expand its product suite, especially in the software-as-a-service (SaaS) market, with the company currently developing new SaaS products centred around security auditing, formal verification and the protection of client blockchain and smart contracts.

CertiK has seen its revenue grow by 20 times over the past year, while on the product front it has recently released Skynet, a 24/7 active-monitoring platform that detects and protects blockchains against sophisticated attacks.

The Carey Olsen team advising CertiK on the Cayman law aspects of the Series B2 comprised partner Nick Bullmore and counsel Dylan Wiltermuth.

"We at Carey Olsen are immensely proud to have helped Kavak with this most recent milestone and to be able to demonstrate yet again the extensive experience our team offers to founders and the venture capital industry. We congratulate the entire Kavak team and our fellow advisers on this achievement."

Nick said: "CertiK continues to lead the way in the blockchain security space and we're incredibly proud at Carey Olsen to be helping the company continue on its journey."

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WSG Insights

2021 was a great year of Practice and Industry Groups activities including members actively becoming new regional leaders, additional new regional groups forming, and over 20 informative, topic specific webinars and meetings that took place with a variety of guest speakers including clients and industry experts.

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WSG Members continue to successfully collaborate, refer in-and out-bound business, and complete key regional and cross-border deals together. Use the WSG online tracking tool to input key information, view firm reports, and plan for building strong relationships and opportunities in 2022.

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Past Events

Hosted by: WSG

WSG hosted a webinar for the Insurance/Re-Insurance Practice Group in the Latin America region. The webinar, The Impact of Inflation in the Insurance Business was a 60-minute complimentary webinar well attended by WSG's Latin American Insurance/Re-Insurance Practice Group members. Participants listened to WSG member speakers discuss and explain the impact of inflation on insurance contracts and civil liability claims within their region.

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Hosted by: WSG

WSG European Technology, Media & Telecommunications (TMT) Industry Group hosted their final meeting for 2021. The meeting provided a discussion on regional updates on current topics and trends in Europe, as well as conversation on future meetings for the group. Networking opportunities and the possibilities to work together cross-border were also discussed.

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Hosted by: WSG

WSG hosted a webinar for the Environmental, Social & Governance (ESG) Practice Group in the European region. The webinar, "Advance of EU Sustainable Finance Action Plan - Level Playing Field or a Union Divided?" was a 60-minute complimentary webinar well attended by WSG's ESG Practice Group members. Participants listened and discussed issues surrounding the numerous significant changes in the area of sustainability and created several networking opportunities.

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Hosted by: PLMJ

The WSG European Technology, Media & Telecommunications (TMT) Industry Group hosted an in-person meeting at the ITechLaw Conference in 2021. Hosted by WSG member firm, PLMJ, the meeting provided a discussion on IT updates, data protection, telecom, and media matters, along with networking opportunities prior to the ITechLaw Conference.

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Holiday Facts

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