Nicholas Chong is a senior partner in the Dentons Rodyk Corporate group. He is a corporate and capital markets lawyer, with a focus on real estate investment trusts (REITs), debt capital markets and structured products. In addition to Singapore, he has worked in London (with a Magic Circle firm) and Malaysia.
Nicholas has advised underwriters and REITs on initial public offerings (IPOs), real estate acquisitions and disposals, equity fundraising exercises (including rights issues), convertible bonds, establishments of, and drawdowns under, medium term note programs, bank financing transactions (both secured and unsecured) and securitizations.
He has advised arrangers, dealers and issuers on bank regulatory capital issues; mainly tier one, hybrid tier one and tier two securities to meet core capital requirements, with predominantly European Union issuers. He has also advised a Malaysian bank on the first Singapore dollar denominated, Singapore law governed, innovative tier one regulatory issue by a non-Singapore issuer that was also a benchmark issue.
Nicholas has advised arrangers, dealers and issuers on convertible bonds, standalone debt issues, the establishment and updates of, and drawdowns under, both Euro and non-Euro medium term note programs, with issuers ranging from banks, corporates to regional governments.
He has advised arrangers on the establishment and updates of, and drawdowns under, limited recourse secured debt issuance programs using special purpose vehicle issuers, as well as repackagings, primarily, repackagings of bank tier one and/or hybrid issues (comprising partnership interest offerings as well as debt security offerings), both standalones and under structured note programs of SPV issuers.
He has advised arrangers, dealers and issuers on both retail and non-retail offerings of structured notes. Notable highlights include advising on the first retail standalone CDO (collateralized debt obligation) in Singapore; the first retail structured note program in Singapore; the first retail drawdown under a structured note program; the first continuously issued structured note under a retail structured note program.
He has advised on mandatory general offers, initial public offerings, rights issues, private placements for equity issuers listed on the Singapore Exchange Securities Trading Limited. Notably, he has advised the Stock Exchange of Singapore Limited and Singapore International Monetary Exchange Limited in relation to their demutualization and merger with the Singapore Exchange Limited.
Nicholas has been named as a Leading Individual in the Capital Markets category in Chambers Asia-Pacific and Chambers Global since 2010. He has been cited by Chambers as "a brilliant and extremely hard-working REITs lawyer," with the comment that "Sources praise his international mindset and thorough approach." Chambers has also described him as being "Recognised for [his] strong knowledge of regulatory issues and practical approach" and winning "praise for [his] debt expertise." Sources also say that Nicholas is known for his "extensive experience in REIT transactions," "offers sensible and constructive solutions" and "is very sound in terms of legal knowledge."
Nicholas has also been named by IFLR1000 (The Guide to the World's Leading Financial Law Firms) since 2013 as a Leading Lawyer. The publication commented that he "has been especially instrumental in boosting the firm's capital markets practice."
In The Legal 500 Asia Pacific: The Guide to Asia's Commercial Law Firms (2014), under the Capital Markets category, he was cited to have "extensive and valuable experience in trustee-related issues for REIT transactions." In the 2010-2011 edition, under the Banking, Finance and Capital Markets category, he has been described as "knowledgeable and responsive". He was also cited as being "experience(d)" in the 2008-2009 edition, under the Banking, Finance and Capital Markets category.
- Perpetual (Asia) Limited: Acting as REIT trustee in the S$1.268 billion initial public offering of Frasers Logistics & Industrial Trust, and in connection with the initial public offering, the up to A$620 million unsecured term and revolving facilities from various lenders.
- DBS Trustee Limited: Acting as trustee of BHG Retail REIT in the initial public offering of BHG Retail REIT which raised approximately S$394.2 million, and in connection with the initial public offering, the S$148 million secured term loan facility with a syndicate of lenders.
- The Trust Company (Asia) Limited: Acting as trustee of Frasers Hospitality Real Estate Investment Trust in the initial public offering of Frasers Hospitality Trust which raised approximately S$1.05 billion.
- DBS Trustee Limited: Acting as trustee of OUE Commercial Real Estate Investment Trust ("OUE C-REIT") in relation to (i) the initial public offering of OUE C-REIT (the "IPO") raising gross proceeds of S$346.4 million, (ii) in connection with the IPO, a financing package in relation to OUE Bayfront comprising two secured term loan facilities and a revolving credit facility of an aggregate of S$680 million, and (iii) in connection with the IPO, a term loan onshore facility of RMB320 million in relation to Lippo Plaza.
- DBS Trustee Limited: Acting as trustee of OUE Commercial REIT in the acquisition of an indirect effective interest of 67.95 percent in One Raffles Place for a purchase consideration of S$1.128 billion, and in connection with the acquisition, (i) the issue of 550 million convertible perpetual preferred units at an issue price S$1.00 per unit as part payment of the purchase consideration, (ii) the renounceable rights issue of approximately 393.3 million new units in OUE C-REIT raising gross proceeds of approximately S$218.3 million, and (iii) the secured term loan facility of S$360 million with various lenders.
- HSBC Institutional Trust Services (Singapore) Limited (HSBCITS): Advising issuer, as trustee of CapitaMall Trust, in relation to the issue of S$650 million 1% convertible bonds due 2013.
- HSBCITS: Advising issuer, as trustee of CapitaMall Trust, in relation to the issue of S$350 million 2.125% convertible bonds due 2014. This was upsized from its initial offer size of S$250 million.
- HSBCITS: Advising as the trustee of CapitaCommercial Trust, in relation to a S$1.16 billion joint venture with Market Street Office Trustee Pte Ltd (as the trustee-manager of MSO Trust), Capitaland Commercial Limited and Mitsubishi Estate Asia Pte Ltd in relation to the redevelopment of Market Street Carpark.
- HSBCITS: Advising, as the trustee of CapitaCommercial Trust, as the trustee of Capitamall Trust and as the RCS Trust Trustee-Manager (as the originator) in relation to the issue by Silver Oak Ltd, a special purpose vehicle incorporated in Singapore, of US$645 million Class A secured floating rate notes due 2018 (Series 002 Notes) under a S$10 billion multicurrency secured medium term note program secured by its rights to Raffles City Singapore, a mixed-use landmark property jointly owned by CapitaCommercial Trust and CapitaMall Trust, through the RCS Trust Trustee-Manager.
- HSBCITS: Advising, as trustee of First Real Estate Investment Trust, in relation to the acquisition of two Jakarta hospitals for a purchase consideration of S$205.5 million and the renounceable rights issue to raise approximately S$172.8 million to part finance the acquisition.
- HSBCITS: Advising, as trustee of CapitaRetail China Trust (CRCT), in relation to the initial public offering of 222,100,000 units in CRCT, which raised gross proceeds of S$251 million. This was the first initial public offering (IPO) in Singapore by a pure China retail play real estate investment trust.
- DBS Trustee Limited: Advising, as trustee of Perennial Katong Retail Trust (PKRT), in relation to the establishment of PKRT, a private REIT, for the S$247.5 million acquisition of Katong Mall, funded through an asset backed securitization structure.
- Malayan Banking Berhad: Advising issuer in relation to the issue of S$600 million 6% Capital Securities Callable with Step-up in 2018 under its RM4 billion Innovative Tier 1 Capital Securities Programme. This was the first Singapore dollar denominated, Singapore law governed, innovative tier one regulatory issue by a non-Singapore issuer and was also a benchmark issue.
- HSBCITS: Advising issuer, as trustee of CapitaMall Trust, in relation to the establishment of a S$2.5 billion Retail Bond Programme and the offering of S$200 million two-year fixed rate retail bonds due 2013. This was the first retail note program and retail note offering by an S-REIT in Singapore.
- Barclays Bank PLC: Advising arranger and dealer in relation to the establishment of its £2 billion Structured Note Programme. This was the first Singapore law governed direct issuance (non-SPV) retail structured note program from a non-Singapore based bank issuer.
- IFLR1000: Recognized as a Leading Lawyer for Financial and Corporate Law, 2017
- IFLR1000: Recognized as a Leading Lawyer for Capital Markets, 2013 - 2016
- Chambers Asia: Recognized as a Leading Individual for Capital Markets, 2010 - 2016
- Chambers Global: Recognized as a Leading Individual for Capital Markets, 2010 - 2016
- The Legal 500 Asia Pacific: Recommended lawyer for Capital Markets, 2013 - 2016
- Asialaw: Recognized as a Leading Lawyer for Capital Markets, 2013 - 2015
- Best Lawyers: Recognized in the area of Capital Markets in Singapore, 2014, 2015
- The Legal 500 Asia Pacific: Recommended lawyer for Corporate and M&A, 2013, 2015
- Asialaw: Recognized as a Leading Lawyer for Corporate and M&A, 2013
- The Legal 500 Asia Pacific: Recommended lawyer for Real Estate and Construction, 2013
Activities and Affiliations
- REITs - Removal of Stamp Duty Remission - Acquisition Through Share Deals & Alternatives Structuring Opportunities, May 13, 2015
- REITs - Removal of Stamp Duty Remission - Acquisition Through Share Deals & Alternatives Structuring Opportunities, May 11, 2015
- Legal & Tax Aspects Of REITs Establishment In Asia, April 3, 2013
- Member, Law Society of Singapore
- Member, Singapore Academy of Law
Prior and Present Employment
- Senior Partner, Dentons Rodyk (formerly Rodyk & Davidson LLP), 2011 – present
- Shook Lin & Bok LLP, 2009 – 2011
- Shook Lin & Bok, Allen & Overy Shook Lin & Bok Joint Law Venture, 2003 – 2009
- On Secondment, Allen & Overy LLP, London, 2002 – 2003
- Shook Lin & Bok, 1999 – 2002
- Datuk Keramat Holdings Berhad, Malaysia, 1998 – 1999
- The Lion Group, Malaysia, 1997 – 1998
- Shook Lin & Bok, Malaysia, 1996 – 1997
- Shook Lin & Bok, 1994 – 1996
- Colin Ng & Partners, 1992 – 1994