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Jessica Zhou is a Local Partner in White & Case's Capital Markets practice based in Hong Kong. She specializes in the representation of issuers and underwriters in connection with Rule 144A/Regulation S, Regulation S only and SEC-registered debt and equity offerings. She also has significant experience in international financing transactions, including high-yield bond offerings, acquisition finance, transportation and satellite finance, pre-IPO investments and financial restructurings.
Prior to joining White & Case, Jessica worked at the New York and Hong Kong offices of another leading international law firm. Her experience also includes a secondment at a major international investment bank, where she advised on capital markets and merger & acquisition transactions in the Asia Pacific region.
Representation of Deutsche Bank, as sole global coordinator and left lead bookrunner, Bank of America Merrill Lynch as joint bookrunner and ANZ and BOC International as joint bookrunners (passive) in the Rule 144A/Regulation S offering of senior secured notes by Studio City Company Limited (SCC). The offering consisted of US$350 million aggregate principal amount 5.875% senior secured notes due 2019, and US$850 million aggregate principal amount 7.25% senior secured notes due 2021. This deal won "High Yield Deal of the Year" Award at the IFLR Asia Awards 2017.
Representation of Deutsche Bank, UBS and Morgan Stanley as underwriters in the US registered secondary sell-down by a subsidiary of Crown Resorts Limited (Crown) of shares in Melco Resorts & Entertainment Limited (MREL). The transaction consisted of an underwritten offering of MREL shares owned by Crown and a borrowing by the underwriters' affiliates of American depositary shares (ADSs) from Melco Leisure and Entertainment Group, another significant shareholder of MREL, which were resold in the same underwritten public offering to hedge the dealers' exposure under cash-settled swap transactions with Crown. MREL is a developer, owner and operator of casino gaming and entertainment casino resort facilities in Asia, and its shares are listed on NASDAQ.
Representation of PAG as an investor in the private placement of US$200 million 6.00% secured convertible bonds due 2019 by Top Spring International Holdings Limited, a Hong Kong-listed PRC real estate developer. The deal involved two tranches of notes, with the first tranche closing on 6 January 2016 and the second tranche on 21 March 2016. PAG participated in both tranches. This deal won China Business Law Journal Convertible Bonds Deal of the Year 2016.
Representation of CDBI Treasure I Limited, as issuer, China Development Bank International Holdings Limited, as guarantor, and China Development Bank Capital Corporation Limited, as keepwell and EIPU provider, in the establishment of a US$500 million medium term note programme, and in the subsequent Regultion S offering of US$500 million 2.25% Guaranteed Notes due 2021 under the programme. BOC International, Barclays, UBS and BOCOM HK Branch were arrangers.
Representation of China Water Affairs in its Regulation S offering of US$300 million 5.25% Senior Notes due 2022. Morgan Stanley acted as the sole global coordinator and bookrunner. China Water Affairs is one of the largest publicly-listed water supply companies in China based on volume of water sold. This was its debut bond offering in the international capital market.
Representation of China Cinda (HK) Asset Management Company Limited and PAG as investors in the private placement of US$100 million 8.00% senior secured notes due 2019 by China Logistics Property Holdings Co., Ltd, a Hong Kong-listed PRC logistics facility developer, lessor and manager. The transaction closed immediately following the completion of the issuer's IPO on the Hong Kong Stock Exchange.
The lenders on the financing of the acquisition of Lexmark International Inc. by a consortium led by Apex Technology Co., Ltd. and PAG. This deal won China Business Law Journal's Overseas M&A/TMT Deal of the Year 2016.
Major international banks on the financing of Nord Anglia Education's acquisition of six schools from Meritas, LLC, consisting of a US$126 million follow-on SEC-registered equity offering, a concurrent offering of CHF200 million 5.750% senior secured notes due 2022 and a concurrent upsizing and amendment of the existing Term Loan B facility. Nord Anglia Education is a leading global operator of premium schools.*
The Government of Sri Lanka on its US$1 billion Rule 144A/Regulation S offering of 6.00% bonds due 2019 and US$500 million Rule 144A/Regulation S offering of 5.125% bonds due 2019.*
*Matters worked on prior to joining White & Case.