Overview

Ester Chow is a counsel in the Banking & Finance practice in Mayer Brown’s Hong Kong Office.

Ester advises both lenders and borrowers in the full spectrum of banking and finance matters - from general corporate and investment grade lending and refinancing to private structured lending, acquisition and leveraged financing, pre-IPO financing, margin financing and other event-driven financing transactions, whether secured or unsecured, syndicated or bilateral. Ester’s areas of focus include complex cross border and multijurisdictional financing, acquisition financing and senior secured private structured lending with bespoken financing and credit support structures.

Ester is dual-qualified in Hong Kong and New York, and has worked in the New York office of a global law firm where she primarily represented sponsors and corporate borrowers in leveraged buy-out transactions in the United States.

Spoken Languages

  • English
  • Cantonese
  • Mandarin

Experience

  • Advised an Asia-based private credit fund on dual facilities: an acquisition facility and a pre-IPO term facility (under an onshore-offshore credit structure) to a Chinese cinema investment group in a VIE structure, with equity options, first and second lien security sharing and intercreditor arrangements, onshore security and VIE holders’ undertakings; also advised on subsequent series of amendments in light of the group pre-IPO restructurings.
  • Advised a global investment bank as the lead arranger on a US$150 million secured pre-IPO term facility to a leading China-based textile machinery manufacturer, with built-in mechanism for automatic conversion into an SBLC-back facility and interim partial release of credit support.
  • Advised an Asia-based private credit fund on a US$215 million refinancing term loan facility to a Chinese real property developer, secured by real property in Hawaii.
  • Advised an Asia-based private credit fund on the financing of a voluntary general offer for a Singapore-listed integrated logistics solutions provider.
  • Advised a leading Taiwanese bank as the lead arranger on a HK dollar denominated secured syndicated loan to finance a pilot mortgage financing programme established by a Hong Kong based investment fund sponsor, with Hong Kong mortgaged residential properties as the underlying assets.
  • Advised a China-based credit fund on a US$60 million secured term loan to finance the acquisition of land and buildings in California, secured by the acquired real properties and with a bespoke escrow control over loan proceeds.
  • Advised a global investment bank as the lead arranger on (i) a US$150 million and GBP112 million refinancing term loan facility to a multinational investor and developer, secured by Ten Trinity Square, a mixed-use Grade II listed building in London, United Kingdom in 2018; and (ii) its original US$500 million term loan facility for the luxury hotel development project in 2015.
  • Advised a global investment bank as the lead arranger on a pre-IPO financing by way of private placement of US$30 million convertible bonds to a Chinese mineral mining group company, supported by third ranking security package in Laos and intercreditor arrangement with existing lenders and equity investors.
  • Advised the Hong Kong branch of a multinational Chinese bank on a RMB offshore facility (with an onshore-offshore credit structure) to a major China-based property developer for financing the offshore piece of their RMB 128 billion acquisition of 42 real estate project companies located in 16 cities in China.
  • Advised a global investment bank as the lead arranger in a US$160 million facility to a Chinese state-owned enterprise, secured by real properties located in Hong Kong, Macau, South Africa and China.
  • Advised a global investment bank as the lead arranger in a US$100 million facility to a Chinese state-owned industrial conglomerate, secured by grade A office premises in Hong Kong.
  • Advised a global investment bank as the lead arranger on a pre-IPO financing by way of US dollars convertible loan (with greenshoe facility) to a Chinese gold mining company group, with an onshore-offshore credit structure involving intercreditor arrangement with Chinese lenders.
  • Advised a leading China-based higher private education provider as borrower on an up to RMB 350 million onshore financing to finance the group’s business acquisitions, and a subsequent loan restructuring to split into an onshore facility and an offshore facility with up to US$51 million.
  • Advised the mandated lead arrangers on a series of financing and refinancing to a China’s e-commerce giant: (i) a US$5.15 billion refinancing in 2017, provided by a club of 13 banks; (ii) a US$4 billion refinancing and facility upsize in 2016, provided by a syndicate of 29 banks; and (iii) the US$3 billion financing in 2014.
  • Advised a global PE fund on a US$85 million margin loan to recapitalise its investment following its minority acquisition in an Indian listed company, supported by indirect pledge over Indian listed shares and specifically negotiated sponsors’ undertakings.
  • Advised two global investment banks as joint lenders on an US$1.6 billion margin loan financing relating to shares of a Hong Kong-listed conglomerate, involving a bespoke intercreditor security and coordination arrangement.
  • Advised a global venture capital firm in obtaining share collateral to secure the redemption obligations of its invested company, with intercreditor arrangements with other stakeholders sharing the common collateral.
  • Advised IFM Global Infrastructure Fund on the financing for their US$6.5 billion take-private acquisition of Buckeye Partners, L.P., a US owner and operator of midstream oil pipelines and terminals on the East Coast and Gulf Coast.
  • Advised a consortium led by CITIC Capital Partners and Caixin Global on the financing for the US$180.5 million acquisition of Euromoney's Global Markets Intelligence Division (GMID), an international business information unit, marking one of the biggest offshore purchases in the financial information industry with Chinese investors.
  • Advised a portfolio company group of a global private equity sponsor in connection with a variety of different financing transactions: (i) a US$55 million bridge facility, (ii) a US$125 million acquisition facility and (iii) group reorganisation and restructuring of the group’s existing LBO facilities (US$900 million Term Loan B and US$275 million ABL facilities), including maturity extension and re-pricing.

Education

The University of Hong Kong, PCLL

The University of Hong Kong, LLB

The University of Hong Kong, BSocSc, Government & Laws

Admissions

  • New York
  • Hong Kong

Activities

  • Member, The Hong Kong Law Society 
  • Member, New York Bar Association