ExpertiseProject finance

Myanmar reset its regulatory framework for international financing in 2013, so practical experience is very hard to come by at this point in time. It serves little purpose to know how it used to work, since most of the rules are new. Our clients often select us for our ability to find a way forward, even when rules and precedents do not yet exist. Partner engagement and a deep understanding of the Government’s internal workings is key in such cases. The firm’s strength in navigating the MIC process is a trump card when it comes to financing, since the MIC is the primary regulator for international lending.

Depending on the circumstances, approvals or registrations need to be obtained from up to a half dozen Ministries and Government agencies for international financing, including the MIC, the Central Bank of Myanmar and the Company Registration Office. As the first foreign law firm to open a fully operational office in Nay Pyi Taw, VDB Loi’s team in the capital provides clients the quick and constant access to Government decision makers that is crucial to getting a financing deal through.

The firm has assisted with advising on and implementing international financing for a number of projects in Myanmar, including advising on the secured financing of a US$500M asset financing, and assistance in relation to the financing of the new Yangon international airport. We also advised a Korean financial group on the possible security package and drafted various security agreements for a US$200M hospitality development.

Our banking and finance team provides the highest quality local legal and regulatory services in connection with a wide range of financing transactions. We act for lenders, development financial institutions, commercial banks, airlines, vessel and aircraft owners and lessors, corporate borrowers and state-owned enterprises.

Due diligence

Our team performs a highly efficient due diligence process on Myanmar borrowers and guarantors focused on identifying and quantifying various sources of exposure, including:

  • Legal
  • Regulatory
  • Taxation

Documentation

Our team assists clients with drafting documents in connection with asset and project finance, real estate financing, commodities, aircraft and ship financing, microfinance, corporate financing, Islamic and structured financing, including:

  • Financing documents
  • Security agreements
  • Corporate and personal guarantees
  • CAMA

Opinions on Myanmar law and on conditions precedent

In conjunction with our Myanmar bar qualified attorneys we opine on the legality and enforceability of financing documents, and on the completion of conditions precedent before the first drawdown.

Regulatory approvals

One of our core specialties is advising our clients on all regulatory aspects of entering into financing transactions, foreign exchange remittances, and in connection with secured interests. We analyze and advise on the regulatory and approval process, prepare applications submissions and usually play a leading role in negotiations with regulations.

  • Central Bank of Myanmar
  • Myanmar Investment Commission
  • Company Registration Office
  • Microfinance Supervisory Board
  • Land Management Department
  • Other authorities if necessary

Secured interests

Our banking and finance team provides lenders and corporate borrowers with comprehensive services with respect to negotiation, documentation, creation and perfection of onshore secured interests and guarantees.

  • Mortgages and assignment of leased land
  • Fixed and floating charge
  • Share pledge
  • Assignments of rights under contracts
  • Personal and corporate guarantees
  • Charge over accounts

Our Past Experience

  • Close to US$1 billion financing of power transmission infrastructure, one of the largest-ever project financings in Laos, acting for the lender, a bilateral development financial institution
  • US$300 million financing, the largest-ever by international financial institutions involving Myanmar, acting for the lenders
  • Financing of mini-hydros in Laos, acting for a locally licensed foreign bank
  • US$250 million financing by a US development financial institution, providing specialized advice to the borrower , a towerco, in Myanmar
  • US$175 million financing for a Myanmar-based towerco by a group of European development financial institutions, acting for the lenders
  • US$87 million, first-ever non-recourse financing for a Myanmar investment in network infrastructure, acting for the borrowers
  • US$40.2 million financing for deploying Myanmar-based network assets, acting for the borrowers
  • US$40 million proposed financing for the deployment of a submarine fiber optic cable in the Andaman sea, assisting the sponsors
  • US$37 million financing by a state-owned foreign bank of a mixed-use property project in Indonesia, acting for the lenders
  • Financing of a solar power plant in Cambodia by an international financial institution
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