SyCipLaw advises HSBC on San Miguel Corp.’s PhP 80 Billion Series 2 Preferred Shares

October 15, 2012

SyCip Salazar Hernandez & Gatmaitan (SyCipLaw) advised The Hongkong and Shanghai Banking Corporation Limited (HSBC), sole issue manager to San Miguel Corporation (SMC), on the issuance and listing of SMC’s Series “2” preferred shares. With an aggregate issue price of PhP 80.06 billion, the issue is the largest capital market transaction to date in the country.

SMC is a Philippine conglomerate with interests in, among others, food, dairy products, power generation, infrastructure, public utility, real estate, manufacturing, packaging, and more recently, aviation and airports.

SyCipLaw also advised the eleven local financial institutions that acted as joint bookrunners and underwriters for this issuance—HSBC, Union Bank of the Philippines, BDO Capital & Investment Corp., China Banking Corp., RCBC Capital Corp., First Metro Investment Corp., ING Bank, N.V. (Manila branch), Philippine Commercial Capital, Inc., SB Capital and Investment Corp., Standard Chartered Bank, and United Coconut Planters Bank.

The Series “2” preferred shares were offered to the public in the Philippines before the Securities and Exchange Commission (SEC) and Philippine Stock Exchange, Inc. (PSE) issued their respective approvals for the issuance and listing of the preferred shares – an unusual offering structure. SMC obtained the approval of the SEC to offer the Series “2” preferred shares even prior to the filing of the application for the increase in the authorized capital stock of SMC to create additional common shares and the Series “2” preferred shares. The increase in capital was approved by the SEC one week after the end of the public offer period. The Series “2” preferred shares were then listed and commenced trading on the PSE.

The SyCipLaw team was composed of partners Simeon Ken R. Ferrer and Ma. Teresa M. Ferrer, senior associates Jennifer Jill I. Lim and Aaron Roi B. Riturban, and associates Joan Mae S. To. and Diana Grace L. Uy.