King & Wood Mallesons (KWM) advised on SF Real Estate Investment Trust’s (SF REIT, SEHK: 2191) HK$2,498 million global offering and listing on the Main Board of the Stock Exchange of Hong Kong Limited (SEHK) (after deduction of the underwriting commission and other estimated expenses in connection with the global offering and assuming that the over-allotment option is not exercised). SF REIT will be managed by the REIT manager SF REIT Asset Management Limited.
SF REIT was listed on the SEHK on 17 May 2021, marking the first logistics-focused REIT to list in Hong Kong. This transaction involved spinning off assets and subsidiaries from SF Holding Co. Ltd. (SF Holding, SZSE: 002352) and injecting the same assets and companies to SF REIT. SF Holding is the operator of SF Express, a leading integrated logistics and courier service provider in the PRC.
KWM also advised the lenders including DBS Bank Ltd, Hong Kong Branch, Bank of Communications (Hong Kong) Limited and Credit Suisse AG, Singapore Branch in relation to the HK$2.159 billion committed term loan facility and the HK$250 million uncommitted revolving loan facility provided to SF Logistics Holdings Limited, a subsidiary of SF REIT, in connection with the acquisition of assets and subsidiaries from SF Holding.
In this transaction, KWM acted for the REIT manager on PRC legal matters of the Hong Kong listing and advised the lenders on the loan financing in respect of the laws of the PRC and Hong Kong SAR. This marked the second transaction KWM has acted for SF Holding since its offshore bond issuance in 2018.
Partners Sun Haotian in Guangzhou, Chen Hua in Beijing and counsel Wang Letao in Shanghai advised on the Hong Kong listing of SF REIT, with support from senior associate Li Nan and associate Li Yingwen. Partners Jessica Zhou and Chow Siu Ngor in Hong Kong, alongside partners Yang Xiaoquan and Qiu Liang in Guangzhou advised on the loan financing, with support from counsel Ivy Man and registered foreign lawyer James Tsang.
Mr. Wang Lixin, member of the KWM China Management Committee and managing partner of the KWM International Center, said, “We are delighted to have advised SF REIT on this transaction. Among the few REIT listings in Hong Kong, SF REIT’s successful closing adds to KWM’s track record in Hong Kong REITs namely, Yuexiu REIT and New Century REIT. The joint efforts of the mainland China and Hong Kong offices is a testament of KWM’s strength in offering legal advice across multiple jurisdictions and practices, and our ability in providing ‘one-stop-shop’ legal advice to assist our clients with their listings and loan financings.”
Any reference to “Hong Kong” or “Hong Kong SAR” shall be construed as a reference to “Hong Kong Special Administrative Region of the People’s Republic of China”.