Bernie Lee

Partner,Capital Markets (Debt)

The IPO was a massive transaction involving many different practices and aspects of the law. I was responsible for drafting the documentation for S$1.1 billion subordinated notes to be issued by NetLink Trust. When I first got involved, foremost on my mind was that I needed to know the client’s rationale for issuing the notes (it was for efficient funds flow) and how it fits within the larger transaction - as lawyers, it’s always important to understand the commercial aspects of a transaction

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Jo Tay

Partner, Restructuring & Insolvency

As a Senior Associate from the Restructuring & Insolvency practice, my role involved reviewing the trust documentation and advising on various aspects of the deal relating to the law of trusts and equity (the esoteric aspects of the law referred to by Darren, essentially). My Partner and I were also responsible for analysing the transaction for insolvency risk, and developing techniques to mitigate the risk of any challenge in the event that any party enters a distressed situation or insolvency.

There was pressure to respond quickly and to respond well, but that’s why I chose to work in A&G in the very first place – to be involved in the biggest and most prominent matters in Singapore. Undoubtedly there is pressure that comes with this terrain, but the people here thrive in it, and I am proud to be part of the team that made the deal a success.

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Mark Li

Senior Associate, Tax

I was part of the team advising the trustee on the share trust arrangement which was adopted for this deal. Our work involved reviewing the relevant documentation (including the share trust deed) required to establish the structure and advising the trustee on the terms of its appointment, its role and obligations, and on the potential issues or risks which could arise from the structure. Although we had to advise on issues, review documentation and participate in negotiations often under tight timelines, it was definitely interesting to work on a deal involving such a big name, especially since the assets which were the subject to the deal would be well known even to lay persons. This did make working on the matter seem more personal.

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Darren Tan

Senior Associate, Capital Markets (Equity)

I thought I had been put through the paces after having worked on two complicated IPOs running on very tight timelines. And then I was put on the NetLink NBN Trust IPO and it soon dawned on me that I will really need to up my game…

The size and high profile nature of the transaction definitely came with added stress, but the complexity was due more to the structure. This was the first SGX IPO involving an internalised trustee-manager structure. Together with our colleagues from the Restructuring & Insolvency and TMT practices, the Capital Markets team advised on the structuring, drafted the trust deeds and sought confirmations/waivers from the IMDA, SGX and MAS in order to implement the contemplated holding structure while ensuring compliance with the applicable regulations.

The above description does not do justice to the long hours spent in discussions on structuring and esoteric aspects of the law. I would emerge from the discussions very impressed by the depth of knowledge and expertise of the various A&G Partners (and also desperately needing a stiff drink).

As part of the Capital Markets team, I also undertook the “regular” IPO workstreams such as drafting the prospectus and negotiating of underwriting agreements, and liaising with the various regulators. As a second year associate at the time, I was also tasked to monitor the various day-to-day deliverables and coordinate with the various external and internal parties – all part and parcel of a “normal” IPO, but compounded by the very tight timelines and the sheer number of parties involved. Stressful as it may have been, I was nonetheless very appreciative to be given the opportunity to hone my transaction management abilities and develop my legal knowledge.

When we successfully launched the IPO, sleep deprived as we were, my teammates and the other professionals on the transaction (who had by then become friends) nonetheless chose going for celebratory drinks over heading home to concuss. There was an immense sense of achievement and almost a sense of disbelief that we had finally pulled it off.

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Leanne Sim

Senior Associate, Corporate Real Estate

I was part of the CRE team which assisted with the real estate aspects of the IPO, such as the transfer and vesting of Singtel’s title in various Central Offices to the trustee-manager of NetLink Trust and the creation of an excised strata lot within each Central Office to facilitate the leaseback of the same to Singtel. I was tasked to take the lead on certain workstreams such as advising on the real estate portions of the IPO prospectus, drafting the lease agreements and memorandum of lease and liaising with the Singapore Land Authority. Working on such a complex transaction on a tight timeline was very demanding, but it gave me the opportunity to challenge and hone my technical knowledge whilst developing my professional soft skills. The sense of professional achievement, coupled with the collegiality and camaraderie amongst my team mates (including from the different practices), made the journey across the finishing line all the more enjoyable

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Dillon Tan

Associate, Technology, Media & Telecommunications

Due to the nature of NetLink NBN Trust’s business, the transaction had a heavy telecommunications aspect, and hence the involvement of the TMT team of which I am a part.

The IPO was an unforgettable transaction for me, being my first ever completed deal as a practice trainee. The learning curve was very steep! On one of my first days at A&G, my Partner sat me down for a crash course on the operational history of the NGNBN (for the uninitiated, this stands for Next-Generation Nationwide Broadband Network). It was all Greek to me at the start, and no one was more surprised than me when I started to be able to review transaction documents for compliance with telecommunications regulatory and licensing requirements in Singapore and to assist with the co-location agreements with Singtel. The rapid improvement in my technical skills was probably inversely proportional to the amount of sleep I got. I’m now more familiar with the ins and outs of the telecommunications industry than I have ever been, and it also dawned on me just how far-reaching NetLink NBN Trust’s business is.

Working on the transaction also granted me an early opportunity to build my transaction management skills – despite it being my first transaction my Partners entrusted me with the day-to-day running of the file (with the appropriate oversight of course). To this day, I still get reminded of this transaction when I walk past a manhole cover on the street with the word “Singtel” or “NetLink Trust” on it.

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