Clifford Chance

Clifford Chance advises MicroPort Scientific Corporation on US$150 million convertible loan facility and US$300 million credit support

Global law firm Clifford Chance has advised MicroPort Scientific Corporation, a global medical devices company listed on the Hong Kong Stock Exchange (HKEX), as borrower's counsel in connection with a US$150 million convertible loan facility and a US$300 million credit support provided by financial institutions. Under the convertible loan agreement, the lenders will obtain certain rights to convert their loan participations into HKEX-listed shares of MicroPort Scientific Corporation.

Partners Vicky Ma and David Tsai co-led the matter, with support from cross-practice lawyers across Hong Kong and Shanghai. The team comprised:

• Banking: Senior associate Anthony Chan, registered foreign lawyers Jia Yin Leong and Jitr Vilaivongse, associates Florence Yu and Timothy Nip and trainee solicitor Jonathan Ling;
• Debt Capital Markets: Senior associate Kenneth Ip and associate Xavier Chan;
• Equity Capital Markets: Partner Christine Xu and counsel Samson Chan;
• Asset Management & Financial Regulatory: Partner Rocky Mui, counsel Andre Da Roza and senior associate Matthew Wan.

Vicky Ma commented on the deal, "The success of this transaction demonstrates our ability to advise clients on complex multidisciplinary matters seamlessly across our banking, debt and equity capital markets and financial regulatory practices. Notably, the convertible loan facility constitutes a connected transaction under the Hong Kong listing rules, so various disclosures and corporate approval requirements needed to be addressed."

David Tsai added, "This transaction underscores a growing trend among Hong Kong-listed companies to strategically refinance their existing debt obligations. Amidst fluctuating market conditions, these entities are increasingly leveraging convertible loan facilities and bank loans to optimise their capital structures. This approach not only provides them with the flexibility to manage their cash flows more efficiently but also offers lenders the opportunity for equity participation through conversion rights."

Clifford Chance has an extensive track record of advising on complex debt-related matters globally, such as advising on Weimob's convertible bonds buyback, issuance of new bonds and new shares placement, as well as MicroPort's convertible bond issuance in 2023.