Projects

The Projects group is highly regarded in the Vietnamese marketplace, having detailed, hands-on experience with the allocation of various project risks among the concerned parties.  We understand the impact that these risk allocations have on the transactions, and we are skilled at ensuring that, and demonstrating to project investors that, project risks have been properly distributed, allocated and addressed in the underlying commercial contracts.  When we work with our clients on these projects, we provide more than just legal advice.

We provide business, strategic and cultural advice in assisting our clients in structuring, negotiating and documenting project and financing agreements tailored to their projects in Vietnam.

YKVN has been involved as Vietnamese lenders’ counsel with some of the largest project finance transactions to close in recent years in a range of sectors including electricity, power, renewable energy, cement, petroleum and mining.  Our experience also includes acting as developer counsel or Vietnamese counsel for international investors on agenda-setting energy projects, advising on a broad range of issues from foreign investment restrictions and transaction structures to government approvals, land, grid connection and PPA issues.

We have recently advised international lenders in the US$1.3 billion international financing of Mong Duong 2 project and many other landmark projects in Vietnam.

Recent accolades

Projects development
2020 Band 1 Chambers
2020 Tier 1 Legal 500
2020 Tier 1 IFLR
2019 Tier 1 IFLR
2019 Band 1 Legal 500
Energy
2020 Highly recommended Asialaw
2019 Highly recommended Asialaw
2019 Band 1 Legal 500
Infrastructure
2020 Highly recommended Asialaw
2019 Outstanding Asialaw

Reputation

“… Excels at handling complex and high-profile power projects with standout highlights including agenda-setting conventional energy projects, for both project sponsors and their lenders.”

‘Simply the best projects team in Vietnam. Strong coverage in both Ho Chi Minh and Hanoi and a team that has been stable and active in the market for more than a decade.”

“They are excellent lawyers in the energy space” and “are great to work with, very responsive and have comprehensive knowledge of the historic energy laws.” 

​Regarded as one of the most active local firms, YKVN “sits at the top of the projects table.” Clients point to the firm’s “rich experience” on banking and project finance matters.

Sources say: “experienced lawyers with a deep bench.”

“Frequently instructed by international financial institutions and Asian investors on local project financing and regulatory issues. Wins praise for advising government entities, corporate sponsors and developers on project development matters. Experienced in assisting with mining interests and investment in oil and gas assets.”
(Chambers)

Representative deals

  • Currently advising the China Development Bank (CDB) and a syndicate of Chinese and international banks on the proposed financing for a coal fired power plant in Hai Hau, Nam Dinh province; ​
  • Currently advising the China Development Bank (CDB) and a syndicate of Chinese and international banks on the proposed financing for a coal fired power plant in Vinh Tan, Binh Thuan province; ​
  • Currently advising one of the sponsors (also serving as the EPC Contractor on the project), China Huadian Engineering Co., Ltd., on project development issues, including shared facilities, project documents (including the MOJ legal opinion), and generally all aspects of the project through financial close; ​
  • Advised the China Development Bank in connection with its financing for the Hai Duong BOT Power Plant, a 1,200MW coal-fired power plant that is located in Hai Duong Province developed by JASK Pacific Power Limited; ​
  • Advised KEXIM and the lenders in connection with the international financing of the Mong Duong 2 Power Plant, a 1,200MW coal-fired power plant that is located in Quang Ninh province and developed by AES, Posco Engineering and Construction and Stable Investment Corporation, a subsidiary of China Investment Corporation (named “Deal of the Year” 2011 by Asian Counsel). This is the first and only BOT power project that has reached financial close since the closing of the Phu My 2 BOT power project in 2003;
  • Advised the Joint Stock Commercial Bank for Foreign Trade of Vietnam (Vietcombank) as converting bank in connection with the financing for the Nghi Son Refinery Plant that is located in Thanh Hoa and developed by Idemitsui Kosan, PetroVietnam and other sponsors; ​
  • Advised Saudi Aramco on the prosposed establishment of a US$22 billion refinery and petrochemical complex in Ninh Thuan Province, Vietnam, including in relation to project development, possible joint ventures with subsidiaries of PetroVietnam, and all aspects of the project’s negotiation and development with the Government; ​
  • Advised (together with Latham & Watkins and the International Finance Corporation) the Ministry of Industry & Trade on the development of a standard framework for BOT power projects in Vietnam, which included advising the government on the implementation of practices and documentation in its selection of investors, negotiation of key project documents, such as power purchase agreements, and, more generally, in reaching financial close. The proposed template is being applied by the government for the first time in the Nghi Son II Thermal Power Project; ​
  • Advised the China Southern Power Grid International and China Power International Development in the development of the 1,200MW Binh Thuan BOT Coal-Fired Power Plant; ​
  • Advised PetroVietnam in connection with the establishment of a joint venture with EGATi, a subsidiary of the electricity-generating authority of Thailand, to develop a 1,200MW coal fired power plant. Project costs are estimated to be US$ 1.5 billion; ​
  • Advised Asian Development Bank, ANZ Bank, Credit Lyonnais, Fortis Bank and Export-Import Bank of Malaysia Berhad on the financing of a BOT water treatment plant for Ho Chi Minh City in Thu Duc. This was one of the first limited recourse international BOT project financings in Vietnam, which was subsequently awarded “Asia-Pacific Water Deal of the Year 2001” by Project Finance; ​
  • Advised Credit Suisse and a syndicate of foreign banks on a syndicated loan to Vietnam Coal and Minerals Group (Vinacomin); ​
  • Advised a syndicate of banks led by Bank for Investment and Development of Vietnam on a US$ 192 million financing of Uong Bi Thermo-power Plant – Extension 2; ​
  • Advised a syndicate of banks led by Bank for Investment and Development of Vietnam on a US$224 million financing of the Dinh Vu Polyester Fiber Plant; ​
  • Advised a syndicate of the four State-owned banks led by Bank for Foreign Trade of Vietnam on a US$ 90 million financing of the Pleikrong Hydropower Plant; ​
  • Advised a syndicate of the four State-owned banks led by Bank for Foreign Trade of Vietnam on a US$ 134 million financing of Nam Chien Hydropower Plant; ​
  • Advised a syndicate of the four State-owned banks led by Bank for Foreign Trade of Vietnam on a US$ 62 million financing of Ta Thang Hydropower Plant; ​
  • Advised a syndicate of the four State-owned banks led by Industrial and Commercial Bank of Vietnam on a US$ 90 million financing of Song Tranh 2 Hydropower Plant; ​
  • Advised a syndicate of 4 State-owned banks led by Industrial and Commercial Bank of Vietnam on a US$ 212 million construction financing of the Bim Son Cement Plant; ​
  • Advised a syndicate of banks led by Bank for Investment and Development of Vietnam on a US$ 222 million financing of the Huoi Quang Hydropower Plant; ​
  • Advised a syndicate of banks led by Joint Stock Commercial Bank of Foreign Trade of Vietnam on a US$ 120 million financing of the Cam Pha 2 Thermo-power Plant; ​
  • Advised a syndicate of the four State-owned banks led by Bank for Foreign Trade of Vietnam on a US$ 110 million financing of Srepok Hydropower Plant; ​
  • Advised a syndicate of the four State-owned banks led by Bank for Investment and Development of Vietnam on a US$ 100 million construction financing of the A Vuong Hydropower Plant; ​
  • Advised a syndicate of the 4 State-owned banks led by Bank for Investment and Development of Vietnam on a US$ 89 million construction financing of the An Khe-Kanak Hydropower Plant; ​
  • Advised a syndicate of the 4 State-owned banks led by Bank for Investment and Development of Vietnam on the US$ 26 million financing of the 100MW Na Duong Thermal Power Plant; ​
  • Advised a syndicate of the four State-owned banks led by Bank for Investment and Development of Vietnam on a US$12 million financing of Ban Coc Hydropower Plant; ​
  • Advised a syndicate of the 4 State-owned banks led by Bank for Investment and Development of Vietnam on a US$ 65 million construction financing of the Sekaman 3 Power Plant in Laos. This is the first BOT power project undertaken by Vietnamese developers outside Vietnam; and ​
  • Advised a syndicate of 4 State-owned banks led by Bank for Foreign Trade of Vietnam on a US$ 255 million financing of the construction of Dong Nai 3 and Dong Nai 4 Hydropower Plants (named “Deal of the Year” 2006 by Asian Counsel). ​

  • Representing a Philippine bank in its senior term loan facility to a Vietnamese power company who develops and operates a 30MWp solar power project located in Ninh Thuan Province, Vietnam; ​
  • Representing a Philippine bank in its senior term loan facility to a Vietnamese power company who develops and operates a 300MWp solar power project located in Ninh Thuan Province, Vietnam; ​
  • Representing a foreign bank in its senior term loan facility to a Vietnamese power company who develops and operates a 50MWp solar power project located in Khanh Hoa Province, Vietnam; ​
  • Representing a foreign bank in its senior term loan facility to a Vietnamese power company who develops and operates a 50MWp solar power project located in Binh Thuan Province, Vietnam; and ​
  • Representing the borrower in the senior term loan facility to be extended by Asian Development Bank for financing of a 47.5 MW floating solar photovoltaic project located in Binh Thuan Province, Vietnam.

  • Representing China Huadian Engineering Company Ltd. (CHEC) in its proposed acquisition of a number of wind power projects in Vietnam; ​
  • Representing a PRC investor in its proposed acquisition of a greenfield wind farm in Vietnam; ​
  • Representing a Japanese company in the acquisition of the majority of the equity capital of two project companies who develop and operate a 150MWp solar power project and a 100MWp solar power project in Binh Thuan Province; ​
  • Representing a Thai public company in the acquisition of the majority of the equity capital of two Vietnamese investors in their solar power project companies to gain the development rights of two 50MWp solar power projects located in Tay Ninh Province currently developed and operated by these project companies; ​
  • Representing a domestic sponsor in the sale of 70% of its stake in its wholly owned solar power project company who develops and operates a 50MWp solar power project located in Binh Dinh Province to a French incorporated independent renewable energy developer; ​
  • Representing a domestic sponsor in the sale of its stake in its wholly owned solar power project company who develops and operates a 215MWp solar power project located in Phu Yen Province to a Singapore-based renewable energy solution provider; ​
  • Representing a domestic sponsor in the sale of its stake in its wholly owned solar power project company who develops and operates a 50MWp solar power project located in Quang Ngai Province to a Germany-headquartered PV distributor and systems integrator; ​
  • Representing a Singapore-based power company in the acquisition of 100% of the charter capital of a Vietnamese project company who develops and operates a 30MWp solar power project located in Binh Thuan Province; ​
  • Representing a Thailand-based power company in the purchase of 100% stake of a Vietnamese power company who develops and operates two 50MWp solar power projects both located in Phu Yen Province, Vietnam; and ​
  • Representing a Singapore-based energy firm in its acquisition of shares in the developer of 250MW solar power project in Dak Lak Province, Vietnam.
  • Advised a potential bidder for acquisition of Conoco Phillips’s Vietnamese oil and gas assets; ​
  • Conducted legal due diligence on Long Son Petrochemicals Company Limited (LSP) to assist an international oil company in acquiring a majority stake in LSP. LSP is one of the largest petrochemical projects in Vietnam, with a total investment capital estimated at USD 3.7 billion; ​
  • Advised Masan Group Corporation in its acquisition of a controlling interest from Dragon Capital in Nui Phao Mining Joint Venture Company, the owner and operator of the Nui Phao Tungsten Mining Project in Thai Nguyen. This deal was nominated for “Restructuring Deal of the Year 2011” by IFLR; ​
  • Advised Petrovietnam Exploration Production Corporation (PVEP) in the acquisition of a major participation interest in a Peruvian oil field from a US oil major. We led the structuring of the transaction and the negotiations working closely with PVEP’s internal counsel and coordinating with PVEP’s other counsels, DLA Piper, London (English counsel) and Estudio Galvez (Peruvian counsel); ​
  • Advised Marico Ltd, one of the leading Indian consumer goods and beauty-care services companies, on its acquisition of 85% stake in International Consumer Products Corporation (ICP), one of the fastest growing FMCG companies in Vietnam; ​
  • Advised Sime Darby Motor Division Sdn Bhd in relation to the acquisition of a company engaging in distribution of luxury automobiles in Hanoi and Ho Chi Minh City; ​
  • Advised Masan Consumer JSC (Masan Consumer), one of Vietnam’s largest consumer companies, in its acquisition of 40% of the shares of Vietnam French Cattle Feed JSC (Proconco) from Prudential; ​
  • Advised PT Semen Gresik (Persero) Tbk, a leading Indonesian cement company, in the purchase of 70% shares in Thang Long Cement Joint Stock Company from Hanoi General Export Import Joint Stock Company (Geleximco); ​
  • Advised PetroVietnam Gas Corporation (PVGas) in the strategic sale. Privatization begins with a domestic IPO followed by a strategic sale of shares to foreign investors. PVGas, a wholly owned subsidiary of PetroVietnam is the principal gas company in Vietnam; ​
  • Advised Woori Bank Securities, a wholly owned subsidiary of Woori Bank Group, in the acquisition of a controlling stake in Bien Viet Securities; ​
  • Advised PetroVietnam Finance Corporation (PVFC), the finance company of PetroVietnam, the national oil and gas group, which is one of the biggest finance companies in Vietnam in its strategic stake sale. Morgan Stanley was selected after a competitive auction process; ​
  • Advised PetroVietnam Insurance Corporation (PVI), one of the biggest insurance companies in Vietnam and is the last State-owned insurance company available for sale to foreign investors in Vietnam (after Bao Viet and VinaRe) in its strategic stake sale. Oman Investment Fund was selected after a competitive auction process; ​
  • Advised PetroVietnam Insurance Corporation (PVI) in its sale of a strategic stake to Talanx Group. Talanx Group was selected after a competitive auction process. This is the biggest insurance M&A deal in Vietnam in 2011. Transaction counsel to PVI in its sale of additional strategic stake to Talanx Group in 2012; ​
  • Advised Fullerton Financial, a subsidiary of Temasek Holdings, in the acquisition of a 15% strategic stake in Mekong Development Bank; ​
  • Advised a Vietnamese bank in its attempt to restructure and acquire a controlling stake in a Vietnamese bank; ​
  • Advised a consortium of foreign and Vietnamese banks in its attempt to acquire FE Credit, the finance company of VP Bank; and ​
  • Advised Ergo, a wholly owned subsidiary of Munich Re, in the acquisition of a controlling stake in Global Insurance Corporation. This is probably the first deal involving the acquisition of a controlling stake in an insurance company. ​

  • ​ Advised Japan Bank for International Cooperation (JBIC) in connection with the international financing for the Vung Ang 1 Thermal Power Plant, a 1,200 MW coal fired thermal power plant in Ha Tinh province and developed by Vietnam Oil & Gas Corporation (PetroVietnam); ​
  • Advised Vietnam Airlines on the US Eximbank-guaranteed financing of its purchase of 4 Boeing 777-200 aircraft, which was the first US Eximbank guaranteed-financing in Vietnam and was named one of the “Best Deals of 2003” by Global Trade Review; ​
  • Advised Vietnam Airlines on the ECGD-COFACE-HERMES-guaranteed financing of its purchase of three Airbus 321-231 aircraft, which was the first combined European ECA guaranteed-financing in Vietnam and which received the “Asset & Corporate Finance Deal of the Year” award from Asian Legal Business; ​
  • Advised Vietnam Airlines as borrower counsel on the ECGD-COFACE-HERMES-guaranteed financing of six ATR-72 500 aircraft; ​
  • Advised Vietnam Airlines on the ECA backed financing of 10 Airbus A321-231 aircraft; ​
  • Advised IFC on its financing of the Antara storage facilities in Vietnam; and ​
  • Advised Proparco on its financing of the Scavi garment facilities in Vietnam. ​
  • Advised China Southern Power Grid International and China Power International Development on the first phase of the development of the 1,200MW Binh Thuan BOT coal fired power plant; ​
  • Advised the People’s Committee of Hanoi on a build and transfer contract (BT contract) with Gamuda Berhard on the construction of a US$300 million sewage treatment plant in Hanoi; ​
  • Advised the project company (Vidifi) and its sponsors (Vietnam Development Bank, Bank for Foreign Trade of Vietnam, Vinaconex and Saigon Investment Group) on project management services contracts with GGP – Zerna – BPG Consortium (Germany) and the technical design services contracts with Yooshin and other constructors from Korea, for the US$ 1.2 billion Hanoi – Haiphong Highway Project; ​
  • Advised Southern Steel Corporation on the EPC contract for the construction of a steel plant and associated facilities in the Phu My Complex. This is the first EPC contract in Vietnam’s steel industry following the risk allocation and mitigation principles in the FIDIC form for EPC/Turnkey Projects; ​
  • Advised Nha Trang Shipbuilding Company on an EPC Contract with China National Machinery and Equipment Import Export Corporation (CMEC) for the expansion of Cam Ranh Shipyard; ​
  • Advised Vinashin on an EPC Contract with Union Resources and Engineering Company (UREC, China) for the construction of Dung Quat Shipyard 2A; and ​
  • Advised Phu My Construction and Investment Joint Stock Company (PMC) on cost finalization and compensation and termination issues under a US $140 million build-operate-transfer contract (BOT contract) between PMC and the Ho Chi Minh City People’s Committee for the construction of Phu My Bridge and a US $70 million build and transfer contract (BT contract) between PMC and the Ho Chi Minh City People’s Committee for the construction of runways to Phu My Bridge and related traffic junctions. ​

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