Chambers Greater China 2022
“The very responsive Jessica Zhou is an excellent capital markets lawyer, who takes the initiative and makes sure the deal gets done.”
The Legal 500 Asia Pacific 2022
Jessica Zhou is the Office Executive Partner of the Hong Kong office and a Partner in White & Case's Capital Markets practice. She specializes in the representation of issuers, underwriters and investors in connection with Rule 144A/Regulation S, Regulation S only and SEC-registered debt and equity offerings. Her experience spans high-yield bond offerings, investment grade bond offerings, SPAC and de-SPAC transactions, US IPOs, pre-IPO investments and financial restructurings. She is ranked as an Up and Coming lawyer for China Capital Markets: High Yield Products (International Firms) in Chambers Greater China 2023. She is recognized as one of the IFLR1000 Women Leaders for 2022, and is also named in the Women in Business Law Guide 2020 by Euromoney's Legal Media Group.
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.
Jessica's recent representative experience includes advising:
Debt Capital Markets Transactions:
- Maxeon Solar Technologies, Ltd. in its issuance and sale of US$207 million 7.50% Convertible First Lien Senior Secured Notes due 2027.
- 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.
- The initial purchasers in MGM China Holdings Limited's debut 144A/Regulation S debt issuance of senior notes in an aggregate amount of US$1.5 billion, comprising two tranches, a five-year tranche of US$750 million 5.375% senior notes due 2024 and a seven-year tranche of US$750 million 5.875% senior notes due 2026. The deal won the "Best Corporate Bond Deal of the Year" by The Asset Country Awards 2019.
- The joint lead managers in connection with LMIRT Capital Pte. Ltd.'s Regulation S offering of US$250 million 7.25% Senior Guaranteed Notes due 2024. LMIRT Capital Pte. Ltd. is a subsidiary of Lippo Malls Indonesia Retail Trust ("LMIRT"). The Notes are guaranteed by Perpetual (Asia) Limited, as the trustee of LMIRT. LMIRT is a premier retail real estate investment trust ("REIT") in Asia and the first and only Indonesian retail REIT listed on the Singapore Exchange Securities Trading Limited. It is shortlisted High Yield Deal of the Year by IFLR Asia-Pacific Awards 2020.
- Agricultural Bank of China New York Branch in an offering by the branch of US$700 million of senior notes under the medium-term note (MTN) program of Agricultural Bank of China Limited. The offering was comprised of two tranches, US$400 million of 1.50% fixed rate notes due 2025 and US$300 million of 2.00% fixed rate green notes due 2027.
- Greentown China Holdings Limited, a Chinese luxury real estate developer listed on the HKSE , in its (i) global Regulation S offering of US$300 million 5.65% senior notes due 2025, and (ii) tender offer for up to US$150 million of its US$600 million4.55% senior notes due 2020.
- 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.
- China Molybdenum Co., Ltd. on its issuance of unrated US$300 million 5.48% guaranteed bonds due 2022. China Molybdenum is a leading global diversified mining conglomerate principally engaged in the mining and processing, smelting and deep processing of non-ferrous metals and/or minerals including copper, cobalt, molybdenum, tungsten, niobium and phosphate.
- 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.
- 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.
- Deutsche Bank AG, Singapore Branch as the Sole Global Coordinator and Left Lead Bookrunner, and other joint bookrunners in the Rule 144A/ Regulation S offering Deutsche Bank AG of US$750 million 5.625% Senior Notes due 2028 by Wynn Macau, Limited.
- Deutsche Bank as the sole bookrunner in the Rule 144A/Regulation S tap offering of US$350 million 5.750% senior notes due 2028 by Melco Resorts Finance Limited, a developer, owner and, through its subsidiary, operator of casino gaming and entertainment casino resort facilities in Macau. The notes will be consolidated and form a single series with the US$500 million 5.750% senior notes due 2028 issued by Melco Resorts Finance Limited on July 21, 2020.
- Jubilant Pharma Limited, a global integrated pharmaceutical company, in connection with its Regulation S offering of US$200 million 6.00% Senior Notes due 2024. Jubilant Pharma Limited is a wholly owned subsidiary of Jubilant Life Sciences Limited, a global integrated pharmaceutical and life sciences group listed on the BSE Limited and the National Stock Exchange of India Limited in India.
Equity Capital Markets Transactions:
- Special purpose acquisition company Magnum Opus Acquisition Limited (NYSE: OPA) on its definitive merger agreement with Asia Innovations Group Limited, a leading mobile social company serving emerging markets. The transaction provides for a total equity valuation of US$2.5 billion, representing the largest consumer internet SPAC merger as well as the fastest-growing consumer internet company by scale to announce a SPAC merger as of the time of its announcement in 2022.
- Special purpose acquisition company HH&L Acquisition Co. (NYSE: HHLA) on its definitive merger agreement with DiaCarta Limited, a U.S.-based precision molecular diagnostics company.
- Chenghe Acquisition Co., a special purpose acquisition company, in its US$115 million initial public offering and listing on NASDAQ.
- HH&L Acquisition Co., a special purpose acquisition company, in its US$414 million initial public offering and listing on the New York Stock Exchange.
- Magnum Opus Acquisition Limited, a special purpose acquisition company, in its US$200 million initial public offering and listing on the New York Stock Exchange.
- Citigroup Global Markets Inc. as the representative of the underwriters in the US$230 million initial public offering and listing on NASDAQ of Provident Acquisition Corp, a special purpose acquisition company.
- 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.