Liability Management Exercise of International Container Terminal Services, Inc. and affiliates

February 11, 2016

SyCipLaw acted as Philippine counsel for the dealers, Citigroup Global Markets Limited and Hong Kong and Shanghai Banking Corporation in a back-to-back tender offer of perpetual securities and issuance of new perpetual securities.

Royal Capital B.V. (RCBV), a wholly-owned Dutch subsidiary of International Container Terminal Services, Inc. (ICTSI), made an offer to holders of its outstanding US$350 million 8.375% Subordinated Guaranteed Perpetual Capital Securities to tender any or all of such holders’ Perpetual Securities for purchase. The Tender Offer was conditional upon the pricing of a new issue of US dollar Senior Guaranteed Perpetual Capital Securities of RCBV and also guaranteed by ICTSI (the New Securities).

ICTSI (PSE: ICT) is a Philippine port management company associated with the Razon family that has been managing harbors for three generations. ICTSI has been cited by the Asian Development Bank as one of the top five major maritime terminal operators in the world.

This transaction is considered as the first Asian corporate liability management exercise, and the first senior corporate hybrid capital trade globally, in 2015.

The SyCipLaw team was led by Simeon Ken R. Ferrer, who also heads the firm’s Corporate Services Department, with support from partner Melyjane G. Bertillo-Ancheta, senior associates Joan Mae S. To and Joanna Marie O. Joson, and associate Ma. Luisa D. Manalaysay-Sabornay.