Sylvia Fung Chin
Sylvia is a senior lawyer in corporate and commercial financing, with an emphasis on asset-based financing transactions.
Clients have benefited from Sylvia's experience in capital markets, project financing and leveraged leases, these include placement agents, issuers, lenders, lessees, lessors and equity investors. Such clients seek her advice on leases involving aircraft, oil-drilling equipment, satellites and other equipment, and in projects involving cogeneration, waste-to-energy, alternative energy, hydroelectric and manufacturing facilities.
Recent significant transactions include Saudi Aramco's US$12.5 billion Sadara Integrated Chemicals Project Financing, the largest-ever project financing in the chemicals sector, and the successful renegotiation of the Quito International Airport Concession, widely seen as one of the most intractable infrastructure project restructurings in recent Latin American history. Both deals demonstrate Sylvia's ability as part of a team of lawyers to work on complex, international transactions, and to deliver innovative solutions for her clients.
Sylvia also has extensive experience in asset securitizations. She has advised issuers, investors, placement agents, credit enhancers and fiduciaries in connection with the securitizations of aircraft, microfinance loans, project loans, credit cards, auto receivables, equipment and real estate leases and other assets.
Clients seek Sylvia's knowledge and insight on, including debt private placements, 144A offerings, letters of credit, high yield bond deals, corporate and partnership organizations, reorganizations and asset acquisitions.
As Corporate Administrative Partner at White & Case, Sylvia supervised the reorganization of the Corporate Department in the New York office and the development of an intensive training program for attorneys. She is also a frequent speaker at seminars concerning the UCC, legal opinions, ethics and various other corporate finance topics.
Sylvia is an adjunct professor at Fordham University School of Law, where she teaches Secured Transactions and Drafting and Negotiating Contracts. In addition, she serves on the NYS First Department Grievance Committee and is a member of a number of professional associates and organizations, including the American Law Institute, the American College of Commercial Finance Lawyers, the Tribar Opinion Committee and the ABA Legal Opinions Committee.
Sylvia's other notable positions have included: ABA Business Law Section, Council member; ABA Business Law Section Diversity Committee, Chair 2013 to 2016; NY Bar Foundation, First Judicial District, Co-chair; NYS Bar Association House of Delegates 2004–2007; New York County Lawyers Association, Director 2004–2007; Asian American Law Fund of New York, President; Women's World Banking, Trustee and Board Secretary 1990–2008; Stichting to Promote Women's World Banking, Board Chair, the NAPABA Law Foundation, Director 2004 to 2018, President 2005–2006; American College of Investment Counsel, President 2002–2003 and American College of Commercial Finance Lawyers, President 2017–2018.
Eletson Holdings, Inc./Eletson Finance (US) LLC, 2013
Sylvia represented Jefferies LLC and other initial purchasers in connection with the offering and sale of US$300 million in aggregate principal amount of 9.625% first preferred ship mortgage notes due 2022 by Eletson Holdings Inc., an international seaborne shipping company of refined petroleum products, liquefied petroleum gas and ammonia, and Eletson Finance (US) LLC, a wholly owned subsidiary of the company created for the sole purpose of being a co-issuer of the notes. The notes were guaranteed by the Company's existing and future restricted subsidiaries which own, or will own, product tanker vessels included in the collateral securing the notes. The proceeds from the notes' sale were used to deposit US$65 million into an escrow account to be used to purchase qualified product tanker vessels, to repay certain outstanding borrowings under the company's existing credit facilities, and for general corporate purposes.
GETCO Holding Company, LLC, 2013
Sylvia represented Jefferies LLC, Goldman, Sachs & Co., Knight Capital Americas LLC and Pierpont Securities LLC, as initial purchasers, in connection with the issuance by GETCO Financing Escrow LLC of US$305.0 million in aggregate principal amount of 8.250% Senior Secured Notes due 2018. The offering's proceeds were placed in escrow pending the satisfaction of certain conditions including the consummation of certain mergers pursuant to which Knight Capital Group, Inc. ("Knight"). GETCO Holding Company, LLC ("GETCO") and GA-GTCO, LLC will each become wholly owned direct subsidiaries of KCG Holdings, Inc. ("KCG"). If all the merger consummation conditions are satisfied, the issuer's obligations under the notes will be assumed by KCG and the offering's proceeds will be released and used, together with other funds, to pay the cash portion of the merger consideration, to refinance substantially all of Knight's and GETCO's exciting long-term debt, and to pay related fees and expenses.
Michael Baker International, LLC & CDL Acquisition Co. Inc., 2013
Sylvia represented Jefferies LLC, as initial purchaser, in connection with the offering and sale by Michael Baker International, LLC, a provider of engineering, development, intelligence and technology solutions globally, and CDL Acquisition Co. Inc., an acquisition subsidiary of Michael Baker International formed for the purpose of co-issuing the notes and acquiring Michael Baker Corporation, pursuant to a tender offer for all the outstanding shares of common stock of Michael Baker Corporation, as issuers of US$350 million in aggregate principal amount of 8.25% senior secured notes due 2018. The gross proceeds from the offering were used, together with other funds, to repay the issuers' existing indebtedness, to finance the acquisition and to pay fees and expenses related thereto and to the offering. The Firm also represented Jefferies LLC in its capacity as dealer manager for the tender offer.
Saudi Aramco's US$12.5 billion Sadara Integrated Chemicals Project Financing, 2013
Sylvia worked as part of an international team of lawyers that advised Saudi Arabian Oil Company (Saudi Aramco) on the project financing for Sadara Chemical Company (Sadara), its joint venture with The Dow Chemical Company to build and operate a US$20 billion world-scale integrated chemicals complex in Jubail Industrial City, Saudi Arabia. The multi-sourced Sadara transaction is the largest-ever project financing in the chemicals sector, with loans provided by a combination of Sovereign nations, export credit agencies, commercial banks and Islamic financial institutions.
Shelf Drilling Holdings Ltd. Private Placement of US$475 Million Notes, 2012
Sylvia represented Jefferies & Company, Inc., as placement agent and closing agent, in a private placement of US$475 million in aggregate principal amount of 8.625% Senior Secured Notes due 2018 by Shelf Drilling Holdings, Ltd. The offering was made in reliance on Section 4(a)(2) and Regulation S, each of the Securities Act of 1933. The company was formed in connection with the proposed acquisition of certain drilling rigs and related assets from Transocean Inc., and on completion of the acquisition, expects to be a leading international shallow water offshore drilling contractor. The gross proceeds of the offering, together with other funds, will be used to finance a portion of the acquisition, related fees and expenses and for general corporate purposes.
Successful Renegotiation of Quito International Airport Concession, 2011
Sylvia represented a consortium of investors from Canada, Brazil and the United States in the successful resolution of one of the most intractable infrastructure project restructurings in recent Latin American history. After 18 months of intense negotiations, the parties successfully reached agreement on legal, commercial and financial terms for the Project, which involved a number of significant innovations in the negotiation process, the legal and contractual framework, investment protections and economic development impact.
"Have You Said What You Mean, and Who Decides What You Said: Who Can Exercise Jurisdiction over Opinion Givers, and What Does That Mean For Opinion Interpretation And Opinion Liability?", November 21, 2014: Fall Meeting of the Business Law Section of the American Bar Association, Washington D.C., (panelist)
"Kicking Glass–Two Decades and Counting: How Far Have APA Women Attorneys Come?", November 7, 2014: National Asian Pacific American Bar Association annual meeting, Phoenix, Arizona, (panelist)
"Opinions on Choice of Law, Forum Selection, Arbitration and Enforcement of Foreign Judgments and Arbitral Awards in Cross-Border Transactions", October 29, 2014: Working Group on Legal Opinions fall seminar, New York, (panelist)
"Why are Cross-Border Opinions Different?", September 13, 2014: The ABA Business Law Section Annual Meeting, Chicago, (panelist)
"Raising the Bar: A Conversation with Asian Women Corporate Counsel", April 8, 2014: Meeting of Asian Women in Business, New York, (moderator)
"That’s Your Opinion: Opinion Practice in International Transactions", January 29, 2014: NYS Bar Association International Section meeting, New York, (panelist)
"Opinions on Key Procedural Provisions in Domestic and Cross-Border Transaction agreements: What Is the Same, What is Different, What Are People Doing", April 5, 2013: ABA Business Law Section Spring Meeting, Washington, DC, (panelist)
"Accessing Capital Markets—Listing Alternatives for Businesses that do not Meet the Qualitative Listing Requirements of the United States National Securities Exchange", August 4, 2012: Business Law Section of the ABA Annual Meeting, Chicago, (speaker on debt private placements in the program)
"Waste-to-Energy—A 21st Century Solution or a Costly Detour that Will Derail Recycling?", April 19, 2012: ABA International Law Section Spring meeting, New York, (moderator)
"Ethics & Professionalism for the New Attorney", April 11, 2012: NYC Bar Association, (panelist)
Chapter on Lease Syndication, Equipment Leasing, Matthew Bender & Co., 2013, (author)
Chapter on Third Party Beneficiaries, Negotiating and Drafting Contract Boilerplate, ALM Properties, 2003, (co-author)
ABA Business Law Section 2016 Jean Allard Glass Cutter Award
AABANY Norman Lau Kee Trailblazer Award, 2016
CLEO Legacy Diversity Award, 2008
Crains Notable Women in the Law, 2019
Guide to the World's leading Securitization and Structured Finance Lawyers
Leonard F. Manning Achievement Award from Fordham Law Review, 1999
NAPABA Northeast Region Trailblazer Award, 1999
Fordham Law Women Distinguished Alumna Award, 1997
Pace Law School AALSA Achievement Award, 1996