Image of Giancarlo Sambalido

Giancarlo B. Sambalido

Registered Foreign Lawyer, New York

Gian is a New York qualified and Philippine qualified attorney and has advised on an extensive range of capital markets transactions, including equity offerings and placements, bond issuances (standalone, euro and global medium term note programs), liability management transactions, structured finance products and securitizations.

He has represented issuers, underwriters and credit enhancers in connection with public and private offerings of securities (including sovereign offerings) and several asset-backed commercial paper conduit transactions.

Gian co-leads our Philippines focused group and speaks fluent Tagalog. He was previously resident in our New York office.

Experience

Representative matters

ECM

Monde Nissin Corporation on its USD1bn initial public offering of shares listed on the Philippine Stock Exchange. This transaction is to date the largest IPO on the PSE and one of the largest food and beverage IPOs in Southeast Asia.

Emperador, Inc. on its secondary listing by way of introduction on the Mainboard of the Singapore Exchange Securities Trading Limited (SGX-ST). Emperador is the first PSE-primary listed company to conduct a secondary listing on the SGX-ST Mainboard.

AREIT, Inc. (AREIT) as issuer, and Ayala Land, Inc., as selling shareholder, on AREIT's USD253m initial public offering of shares listed on the Philippine Stock Exchange. This is the Philippines's first real estate investment trust (REIT) and first REIT IPO.

The underwriters on the PHP21.6bn (USD431.2m) initial public offering of shares by RL Commercial REIT (Robinsons Land Corporation) on the Philippine Stock Exchange (PSE). The transaction is to date the largest share offering of a real estate investment trust IPO on the PSE.

The underwriters on the PHP13bn (USD272m) follow-on offering of shares listed on the Philippine Stock Exchange by AC Energy Corporation.

The joint global coordinators and joint domestic underwriters on Union Bank of the Philippines's PHP12bn rights offering.

The joint global coordinators and joint bookrunners on Philippine National Bank's PHP12bn rights offering.

The joint bookrunners in relation to a planned Rule 144A / Regulation S and Philippine-registered follow on offering by an operator of a Philippine casino.

Pilipinas Shell Petroleum Corporation on its PHP18.4bn (USD375m) IPO and listing on the Philippines Stock Exchange. Deal of the Year, Asia Business Law Journal 2017

The underwriters on the THB8.4bn (USD281m) initial public offering and listing of Kerry Express (Thailand) Public Company Limited on the Stock Exchange of Thailand.

The underwriter in connection with the initial public offering (IPO) of shares by Bangkok Commercial Asset Management both within and outside Thailand under Rule 144A / Regulation S of the U.S. Securities Act and listing on the Stock Exchange of Thailand.

The joint global coordinators on the Techcombank Rule 144A USD900m initial equity offering and listing on the Ho Chi Minh Stock Exchange.

The placement agents on several overnight placements of shares of AREIT Inc., a real estate investment trust sponsored by Ayala Land, Inc. and listed on the Philippine Stock Exchange.

A financial institution as placement agent on a Rule 144A / Regulation S overnight placement of shares of Converge ICT, a company listed on the Philippine Stock Exchange.

The placement agent on an overnight placement of shares of GT Capital, a Philippine-listed holding company of a major Philippine conglomerate.

An MNC food and beverage corporation on its proposed initial public offering to be listed on the Ho Chi Minh City Stock Exchange. (Jollibee).

Acted as Thai and international counsel to the underwriters in connection with TPI Polene Power Public Company Limited initial public offering of shares in Thailand and a concurrent private placement outside Thailand and the United States pursuant to Regulation S under the U.S. Securities Act and listing on the Stock Exchange of Thailand.

A company in the aviation industry on the proposed dual listing of its shares on the Hong Kong Stock Exchange. (AirAsia Berhad).

Grand Titan Holdings on Grand Titan Holdings' Rule 144A USD172m overnight placement of shares of GT Capital, a Philippine-listed holding company of a major Philippine conglomerate.

Sagicor Financial Corporation (a Barbados insurance company) in its off-shore offering of a rights issue for common shares and preference shares.

DCM

Jollibee Foods Corporation and Jollibee Worldwide Ptd Ltd., as guarantor and issuer: 

- on the debut issuance of USD600m guaranteed senior perpetual capital securities. 
- on the dual tranche senior notes issuance of USD Regulation S notes USD300m 4.125% due January 2026 and USD300m 4.75% due January 2030.

A global financial institution, the lead manager on the USD300m 6.50% non-cumulative subordinated additional Tier 1 Capital Securities issued by Rizal Commercial Banking Corporation. This is the first Basel III compliant AT1 offshore bond issuance by a Philippine bank.

The Republic of the Philippines, in connection with: 
- its bond offerings of EUR600m due 2023 and EUR600m due 2029 via a takedown from its U.S. SEC-registered shelf program. This is the Republic's first zero-coupon bond offering in the international capital markets. 
- its bond offerings of USD1bn due 2030 and USD1.35bn due 2045 via a takedown from its U.S. SEC-registered shelf program. This transaction is primarily meant to support the Republic's pandemic-mitigation efforts.

The arrangers and dealers in relation to several updates of, and drawdowns from, Rizal Commercial Banking Corporation's USD3bn MTN Programme.

The arrangers and dealers on the establishment and updates of, and drawdowns from, the USD2bn MTN programme of Union Bank of the Philippines.

The underwriters in the inaugural USD1bn Sukuk offering by the Republic of the Philippines.

The Republic of the Philippines, in connection with its global bond offering of EUR750m notes due 2027 via a U.S. SEC-registered shelf takedown. This was the Republic's first euro bond issuance in more than a decade.

The joint lead managers on the USD500m 7.25% senior notes due 2023 issued by the Development Bank of Mongolia LLC.

The dealers on the issue of the Government of Mongolia's CNY1bn Regulation S notes due 2018, pursuant to its USD5bn MTN programme.

The dealer manager on Jollibee Food Corporation's tender offer to purchase for cash its USD600m guaranteed senior perpetual capital securities listed on the SGX-ST.

The dealer manager on San Miguel Corporation's tender offer to buy back up to half of its USD800m notes due 2023.

The joint lead managers on the USD350m 4.375% guaranteed bonds due 2027 issued by FPC Resources Limited (a First Pacific corporation).

Deutsche Bank Trust Company Americas as trustee on the USD250m 9.75% senior notes due 2022 issued by Mongolian Mortgage Corporation HFC LLC.

The Bank of New York Mellon as trustee on the USD150m 9% senior secured notes due 2023 issued by Golden Energy and Resources Limited.

The Bank of New York Mellon as trustee on the USD300m 2.950% senior notes due 2023 issued by Mitsui Fudosan Co., Ltd.

The Bank of New York Mellon as trustee on the USD165m 805% senior notes due 2020 and USD235m 8.50% senior notes due 2020 issued by Sunshine 100 China Holdings Ltd.

DB Trustees (Hong Kong) Limited as trustee on the USD500m 6.25% senior notes due 2023 issued by Yingde Gases Investment Limited.

A group of global financial institutions as joint lead managers on the high yield Regulation S USD250m 8.375% senior secured notes due 2022 issued by PT Gajah Tunggal Tbk, the largest integrated tire manufacturer in South East Asia. This is one of the first pari passu bank/bond deals to be closed in Asia and is representative of the complexity of structures which are now being seen in the Indonesian debt market.

Credit Suisse, Deutsche Bank, ING Bank N.V., J.P. Morgan, TDB Capital and Golomt Bank as joint lead managers on the USD500m bond issuance by the Government of Mongolia under its USD5bn MTN programme.

China CITIC Bank, CLSA, HSBC, ING Bank, TDB Capital and Ulaanbaatar Capital as dealers, on the issue of the Government of Mongolia's CNY1bn Regulation S notes due 2018, pursuant to its USD5bn MTN programme.

ICBC, Goldman Sachs, UBS and Bank of America Merrill Lynch as joint lead managers and joint bookrunners, on Industrial and Commercial Bank of China's USD5.65bn equivalent Additional Tier 1 non-cumulative, non-participating preference shares in three currencies (CNY12bn, USD2.94bn and EUR600m). This is the first Asian AT1 offering in three currencies, the first in EUR from an Asian bank and the first Asian AT1 offering in Rule 144A / Regulation S format. The RMB tranche is also the first offshore RMB denominated AT1 offering and the largest non-sovereign RMB denominated securities offering to date.

Securitization and Structured Finance

Deutsche Bank and J.P. Morgan as arrangers and lead managers on the refinancing of the Quokka Finance securitisation by a new CMBS (Monnet Finance) in the amount of EUR406.1m. Allen & Overy has advised across all aspects of the financing and securitization, from the structuring of the transaction, negotiating the loan and CMBS documentation, through to the execution of the new facility agreement and the issue of the Notes.

A chemicals company as originator on a trade receivables securitization transaction in the U.S. with Crédit Agricole through its conduit Ester.

Canadian Imperial Bank Of Commerce (CIBC), as issuer, on credit card receivables-backed notes through the CARDS II Trust.

Scotiabank Peru S.A.A., as originator, in connection with issuance of USD50m Series 2012-A loans under its a future payment flow (diversified payment rights) securitization program.

A multinational mobile broadband company on the securitization of certain U.S. trade receivables.

A major auto finance company in connection with the issuance of auto loan ABS in various asset-backed commercial paper facilities totalling in excess of USD5bn.

The issuer on a USD4bn syndicated revolving conduit facility for retail auto loans originated by a major auto finance company.

A global financial services as issuer in connection with a credit card Master Trust and its issuance of publicly-registered credit card-backed ABS.

The investor in connection with a resecuritization of corporate debt.

J.P. Morgan Securities and the other underwriters in connection with issuances of publicly-registered credit card-backed ABS and conversion of the Chase Issuance Trust public-registration statement into a de-linked MTN-style program.

RBS and J.P. Morgan as co-lead managers on the Rule 144A private placement of credit card asset-backed securities issued by the Nordstrom Credit Card Master Note Trust II.

J.P. Morgan Securities, Inc. as underwriter in various U.S. SEC-registered credit card receivables-backed note issuances by the Chase Issuance Trust.

Toyota Motor Credit Corporation as issuer in various commercial paper conduit transactions involving auto loan receivables.

Banking

The Export-Import Bank of Korea, Asian Development Bank and various commercial lenders in relation to the financing of a coal-fired power generating facility in Cebu.

The Republic of the Philippines in relation to the planned restructuring of the Light Rail Transit System Phase I mass transit system located in Manila.

The Manila North Tollways Corporation in relation to its planned acquisition of the concession rights to manage and operate the Subic-Clark-Tarlac Expressway.

J.P. Morgan on the Coface guaranteed note issuance refinancing UK purchase of an Airbus aircraft.

Corporate

A major investment holding company on the global restructuring and financing of its spirits business in the Caribbean and Scotland.

Pro bono

Male Allies, The Women’s Foundation, Hong Kong, 2022, 2023.

Published Work

  • Sambalido. G, Hwang. J, Camp. L M, Abdoolraman. M, Smith. D, Poon. D (2012) "Further exclusions from commodity pool regulation for certain securitization vehicles; no-action relief for certain securitization vehicles formed prior to October 12, 2012", Lexology
  • Hwang. J, Sambalido. G, Cho. In (2013) "Performance and Regulatory Trends in the Credit Card Sector", The Journal of Structured Finance Summer 2013, p.37-41

Speaking Engagements

  • Host and Facilitator, Finance Panel, Philippines One-Day Intensive, Manila, June 2023

Leadership Positions And Professional Affiliations

  • Member, Integrated Bar of the Philippines
  • Member, Management Association of the Philippines
Recognition
Gian is familiar with the Philippines market and thinks outside of the box on a deal
Chambers Asia Pacific, 2024
He is very approachable and helpful in addressing our needs and concerns. He can also counsel for a pragmatic approach in resolving various legal issues, which helps the deal to move along
Chambers Asia Pacific, 2024

Qualifications

Admissions

Hong Kong, Registered Foreign Lawyer (New York), 2014

State of New York, USA, 2008

Philippines, 2001

Academic

LL.M., Harlan Fiske Stone Scholar, Columbia University School of Law

LL.B., University of the Philippines College of Law

A.B., Political Science, Ateneo de Manila University

Disclaimer
A&O Shearman was formed on May 1, 2024 by the combination of Shearman & Sterling LLP and Allen & Overy LLP and their respective affiliates (the legacy firms). Any matters referred to above may include matters undertaken by one or more of the legacy firms rather than A&O Shearman.