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Rami Marginean

Senior Associate

Rami advises corporate and investment banking clients on a wide range of capital markets transactions, including public and private offerings of debt and equity securities and complex liability management exercises.

Rami has extensive experience with clients in Australia, Singapore, Greater China, Indonesia and India, and in multiple sectors, including financial services, construction and infrastructure, energy, advanced technologies and mining.

Prior to joining the private practice, Rami served as a law clerk for the Honorable Justice Peter N. Vickery in the Supreme Court of Victoria, Australia.

Experience

Representative matters

Debt Capital Markets
  • The dealer managers in connection with an exchange offer by LMIRT Capital Pte. Ltd. relating to its outstanding 7.25% Senior Notes due 2024.
  • The initial purchasers in connection with a US$350 million Rule 144A/Reg. S bond offering by PT Indika Energy Tbk.
  • The dealer managers and initial purchasers in connection with an exchange offer by Mongolian Mortgage Corporation HFC LLC for its outstanding 8.85% Senior Notes due 2024 and issuance of new 11.50% Senior Notes due 2027, respectively.
  • The dealer managers and consent solicitation agents in connection with multiple tender offers by LMIRT Capital Pte. Ltd. for its outstanding 7.250% Senior Notes due 2024 and 7.500% Senior Notes due 2026 and concurrent consent solicitations.
  • The initial purchaser in connection with a tap offering of US$40 million 12.50% Senior Notes due 2026 by Mongolian Mining Corporation and Energy Resources LLC.
  • The initial purchasers in connection with a US$500 million Rule 144A/Reg. S bond offering by Medco Maple Tree Pte. Ltd.
  • The dealer managers in connection with multiple tender offers by certain subsidiaries of PT Medco Energi International TbkThe dealer managers and initial purchasers in connection with an exchange offer by Mongolian Mining Corporation and Energy Resources LLC for their outstanding 9.25% Senior Notes due 2024 and issuance of new 12.50% Senior Notes due 2026, respectively.
  • The dealer managers in connection with tender offers by Theta Capital Pte. Ltd. for its outstanding 8.125% Senior Notes due 2025 and 6.750% Senior Notes due 2026.
  • The dealer managers and consent solicitation agents in connection with tender offers by Theta Capital Pte. Ltd. for its outstanding 8.125% Senior Notes due 2025 and 6.750% Senior Notes due 2026 and concurrent consent solicitations.
  • The dealer manager in connection with a tender offer by Energy Resources LLC of the outstanding 9.250% Senior Notes due 2024 issued by Mongolian Mining Corporation and Energy Resources LLC of up to US$100 million in aggregate purchase price.
  • The dealer manager in connection with an exchange offer of outstanding 8.5% Senior Secured Notes due 2026 for 8.5% Senior Secured Notes due 2027, in each case, issued by Golden Energy and Resources Limited and guaranteed by Golden Investments (Australia) Pte. Ltd.
  • The dealer manager in connection with a tender offer of the outstanding 9.500% Senior Notes due 2026 issued by PT ABM Investama Tbk up to a maximum aggregate principal amount of US$40 million. The Notes are guaranteed by certain of PT ABM Investama Tbk’s subsidiaries.
  • The solicitation agent in connection with a consent solicitation by PT ABM Investama Tbk to approve certain amendments to the indenture governing its 9.500% Senior Notes due 2026.
  • Taiwan Semiconductor Manufacturing Company Limited (“TSMC”) and its wholly-owned subsidiary, TSMC Arizona Corporation, in connection with its US$4.5 billion and US$3.5 billion SEC-registered debt offerings (previous firm experience).
  • TSMC and its wholly-owned subsidiary, TSMC Global Ltd., in connection with its US$3.0 billion and US$3.5 billion Rule 144A/Reg. S bond offerings (previous firm experience).
  • Mineral Resources Limited in connection with its US$700 million and US$1,250 million Rule 144A/Reg. S bond offerings (previous firm experience).
  • Fortescue Metals Group Limited in connection with its US$1.5 billion Rule 144A/Reg. S bond offering and certain cash tender offers (previous firm experience).
  • Newcastle Coal Infrastructure Group in connection with its US$450 million Rule 144A/Reg. S bond offering (previous firm experience).
  • ANZ Bank New Zealand Limited in connection with two offerings of US$1 billion aggregate principal amount of notes each issued under its U.S. medium-term notes program (previous firm experience).
  • The joint bookrunners in connection with Newcrest Mining Limited’s US$1.15 billion Rule 144A/Reg. S bond offering (previous firm experience).
  • Bank of New Zealand (“BNZ”), a subsidiary of the National Australia Bank (“NAB”), in connection with its offering of US$750 million aggregate principal amount of notes issued under BNZ’s Rule 144A sub-program to the NAB’s U.S. medium-term notes program (previous firm experience).
  • QBE Insurance Group Limited in connection with its US$500 million Rule 144A/Reg. S bond offering (previous firm experience).
  • A large Australian steel manufacturer in connection with its attempted Rule 144A/Reg. S bond offering (previous firm experience).
  • The dealer managers in connection with certain of Newcrest Mining Limited’s cash tender offers (previous firm experience).
Equity Capital Markets
  • Go Digit General Insurance Limited in connection with its US$314 million India IPO and listing on equity shares on the National Stock Exchange of India and the Bombay Stock Exchange.
  • ExcelFin Acquisition Corp., a NASDAQ-listed special purpose acquisition company, in connection with its proposed business combination with Baird Medical Investment Holdings Limited, a microwave ablation medical device developer and provider in China, with a pro forma combined enterprise value of approximately US$370 million.
  • Masdar in relation to its investment into PT Pertamina Geothermal Energy.
  • Representing a global e-commerce logistics company based in Southeast Asia in its IPO in the United States.
  • Deutsche Bank AG, Hong Kong Branch and Santander US Capital Markers LLC, as placement agents, in connection with the business combination between L Catterton Asia Acquisition Corp, a NASDAQ-listed SPAC backed by LVMH, and Lotus Tech, a luxury electric vehicle brand of global automaker Geely Holdings.
  • The anchor investor in connection with its stake acquisition in the IPO of PT Pertamina Geothermal Energy, one of the world’s largest geothermal operators, on the Indonesia Stock Exchange. This was the first public listing in several years by a unit of Pertamina that was formerly fully owned by the government.
  • CMB International Securities Limited in connection with its appointment broker-dealer for the securities repurchase plan of a Nasdaq-listed company.
  • Goodman North American Partnership in connection with its US$200 million (2020) and US$400 million (2021) Section 4(a)(2) U.S. private placements (previous firm experience).
  • Several underwriters in connection with the proposed U.S. IPO and Nasdaq listing of an Australian company (previous firm experience).
  • The joint lead managers in connection with the proposed IPO of stapled securities in an investment management company’s Australian logistics portfolio and Rule 144A/Reg. S offering (previous firm experience).
  • ECMOHO Limited in connection with its US$43.4 million U.S. IPO and Nasdaq listing (previous firm experience). 
Other Matters
  • Queensland Treasury Corporation in connection with its US$10 billion SEC-registered U.S. funding program and program update (previous firm experience).
  • Australia and New Zealand Banking Group Limited in connection with its U.S. debt funding programs and program updates (previous firm experience).
  • ANZ Bank New Zealand and ANZ New Zealand (Int’l) Limited in connection with their U.S. debt funding programs and program updates (previous firm experience).
  • Compliance, Governance and Strategic Advice to Listed Companies: BHP Group Limited, ECMOHO Limited, Taiwan Semiconductor Manufacturing Company Limited, Tata Motors Limited (previous firm experience).

Pro bono

  • Assisting a nonprofit on a comparative law research to support efforts in tackling emerging new online harms related issues and gender considerations.

Published Work

  • Marginean, R. (2013) “Subsequent purchasers and defective buildings: Making a case for greater clarity in Australia”, Building and Construction Law, Australia
  • Prof. Sharkey, J., Bell, M., Jocic, W. and Marginean, R. (2014) “Standard Forms of Contract in the Australian Construction Industry”, University of Melbourne, Australia
  • Bell, M., Jocic, W. and Marginean, R. (2014) “Mind the Gaps! High Court Confirms Negligence Will Not Protect Economic Interests where Contractual Protection is Available”, University of Melbourne, Australia

Leadership Positions And Professional Affiliations

  • Member, Society of Construction Law Australia
  • Member, New York State Bar Association

Qualifications

Admissions

Officer of the Supreme Court of Victoria, Australia 2016

Attorney-at-law, State of New York, U.S., 2020

Courts

Supreme Court of Victoria, 2016

High Court of Australia, 2018

State of New York, Supreme Court, Appellate Division, Third Judicial Department, 2020

Academic

Bachelor of Commerce, Economics and Finance, University of Melbourne, 2011

Juris Doctor, University of Melbourne, 2014

Graduate Diploma in Legal Practice, Leo Cussen Centre for Law, 2015

Master of Construction Law, University of Melbourne, 2018

Languages

English, German, Romanian
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.