Banking and Project Financing

Chandler Mori Hamada’s large and experienced Banking and Project Financing practice group has a track record of advising on some of Thailand’s and neighboring countries’ most significant transactions. The group acts for local and international lenders, sponsors and borrowers, and its top tier reputation is linked to long‐standing relationships with major commercial banks in Thailand, and with leading, international financial institutions.

The group has extensive experience in project finance, particularly on cross‐border transactions, and its full range of legal expertise includes: syndicated loans, single‐lender loans, project financings, refinancings, and all forms of security arrangements.

Some Representative Transactions:

・Syndicated lenders in the financing of the 1,460 MW Luang Prabang Hydro Power Project. This involved drafting and negotiating the term sheets for the financing as well as conducting legal due diligence exercises on the project. The documents included a concession agreement, power purchase agreement, and construction agreement. Luang Prabang Hydro Power Project is the largest hydroelectric power plant which the Thai sponsors have ever invested in Lao PDR.
・Financing for the development and operation of a 257 MW solar power plant in Vietnam. This solar project, which is based in Hoa Hoi, Phu Yen Province, will be Vietnam’s largest single operating solar power plant and one of the largest in Southeast Asia. The syndicated loan is the first green B loan in Asia and the Pacific to be certified by the Climate Bonds Initiative, and one of the largest such loans yet mobilized in Vietnam. The project is the largest single operating solar power plant in Vietnam and one of the largest in Southeast Asia.
・The Siam Commercial Bank, Bangkok Bank, TISCO Bank, and the Export-Import Bank of Thailand on the financing of the Nam Theun 1 Hydropower Project (NT1; a hydropower project with installed capacity of 650 MW, with three generating units (2 x 260 MW and 1 x 130 MW), in Bolikhamxay Province, Laos PDR).
・Syndicated lenders in relation to the financing to Ray Power Supply Co., Ltd. for the construction, development and operation of solar project with an installed capacity of 30 MW located in Cambodia.
・BCPG, one of Thailand’s and Southeast Asia’s largest renewable energy producers, on a cross-border syndicated financing from leading financial institutions for acquisition of geothermal assets in Indonesia.
・A major Japanese real estate developer on a cross border investment through a share acquisition in six real estate development projects in Bangkok, and a joint venture with a Thai listed company.
・Krung Thai Bank and Export-Import Bank of Thailand, as lenders, on Thai law aspects of project financing for development of a 4-phased 220 MW solar plant in Myanmar. Advice focused on loan documentation and security planning regarding sponsor’s concession to develop/operate this project on a 30-year BOT basis; off taker was Myanmar Electric Enterprise (MEPE), the Ministry of Electric Power.
・International banks as lenders of USD 1.950 billion in financing to Thai Beverage PCL (ThaiBev), ultimate parent company of Vietnam Beverage Co., Ltd., to support acquisition of 343.6 million shares of Sabeco in Vietnam. With this and an earlier Vietnam Beverage acquisition in Sabeco, the combined transactions were recognized as the largest share sale in Vietnam in 2017.

・Syndicated lenders in relation to the refinancing of the existing syndicate project financing for three cogeneration power plants with aggregate capacity of 468 MW. This involved preparing the project refinancing and security documents, reviewing and assisting the release of the existing security package, and conducting legal due diligence for the deal.
・Bangkok Bank, Government Savings Bank and Industrial and Commercial Bank of China (Thai) on the THB 3,243,000,000 financing of the development, construction, operation and maintenance of one Small Power Producer (SPP) gas-fired combined cycle cogeneration power plant project. The project is developed under a replacement scheme with the Electricity Generating Authority of Thailand whereby ageing gas-fired power plants under the previous SPP scheme will be retired and replaced by more efficient and modern power plants at the same site.
・B.Grimm Power Public Company Limited, the sponsor, on the non-recourse financing for the development of seven small gas-fired power plants. The gas-fired power plants will have a combined capacity of 980 MW with an approximate total value of THB 40 billion. These replacement power plants are the first of their kind. Power Deal of the Year (Thailand) - The Asset Triple A Infrastructure Awards 2021 (Country Deal Awards ASEAN)
・Bangkok Bank PCL on financing to the Fuel Transportation Pipeline for construction of a fuel pipeline from Ayudhaya Province in central Thailand to the country’s Northern provinces, and for fuel tank farms in areas along the pipeline.

・Lomligor Co., Ltd., a subsidiary of BCPG PLC on the financing of a 10MW wind power project in Nakhon Si Thammarat province, Thailand. This is the first time that BCPG, as a leading Thai renewable energy producer, expanded its renewable energy base to wind power in Thailand. This is also the first wind power project in Thailand with an energy storage system. The Asset Triple A Infrastructure Awards 2021 (Country Deal Awards ASEAN) - Battery storage deal of the year (Thailand)
・Syndicated lenders in relation to extending additional financing to Xayaburi Power Company Limited, which further agreed on making prepayment of royalties and taxes to the Ministry of Finance, Government of Laos PDR. We advised on the financing structure and security structure.
・A Thai lender on the financing of a SPP hybrid power plant combining a biogas generation system with a solar PV ground mounted with tracking system and energy storage system. This SPP hybrid power plant is unique in Thailand in its hybrid use of solar, biogas power and battery storage to generate electricity.
・TMBThanachart Bank, as lender, on financing for Combined Heat’s development of 5 MW solar plants under Thailand’s Very Small Power Producer (VSPP/agricultural cooperative sector) program. VSPP projects are a high priority for the Thai government and aim to promote diversification of the electricity supply and rural electrification by independent power producers. Legal work is also complex under the ‘agricultural cooperative sector’ program, as it must comply with a rapidly evolving regulatory framework.
・The Siam Commercial Bank on financing for development of a 60 MW wind farm, Small Power Producer (SPP) power plant in Chaiyaphum Province.

・Bangkok Airways Public Company Limited - acting in setting up a Real Estate Investment Trust (REIT), namely “BAREIT” and a REIT Manager to manage the REIT in Thailand. In addition, we also assisted BA with regards to its compliance with regulations of the Securities and Exchange Commission of Thailand for its transactions with BAREIT, such as disposition of assets to BAREIT. BAREIT is the first REIT which invested in airport properties in Thailand and in 2022 was one of the five largest REIT IPOs in Thailand.
・Bangkok Bank and China Development Bank, Guangdong branch as Thai lenders’ counsel, assisting on the financing of a 343-kilometer fuel oil pipeline covering five provinces from Saraburi Province to Khon Kaen Province and associated storage facilities in Khon Kaen Province. The Asset Country Awards 2020 - Best Deals by country: Thailand.
・Krung Thai Bank, KASIKORNBANK, TMBThanachart Bank and United Overseas Bank (Thailand) as lenders to Ananda MF Asia for the development nine luxury condominium projects in Bangkok. The work included: preparation of all financing documents, structuring of the shareholder agreement, preparation of the facility agreement, and security documents. Total value of USD 296.2 million.
・Bangkok Bank, Krung Thai Bank, and The Siam Commercial Bank on construction financing to the contractor for the design, procurement, installation of equipment, construction, commissioning and maintenance of the Si-Rat-Outer Ring Road Expressway Project.
・Lenders on the financing and refinancing of the Don Muang Tollway project.
・Purple Line Project acting for syndicated lenders on construction financing for CH. Karnchang PCL relating to development of the Purple Line, of the Mass Rapid Transit Authority of Thailand.