TAN Louise

Brief Profile

Louise worked as an Assistant Official Assignee, Assistant Official Receiver and Assistant Public Trustee with the Legal Service in 1979 – 1981 and as a Legal Assistant with Lee & Lee in 1981 – 1986.

In 1986, she joined another major law firm where she was a senior partner in the Banking, Finance and Property Department.

Louise returned to Lee & Lee in November 2005 and currently heads the Corporate Banking and Finance Practice Group.

Louise has been named by Global Counsel 3000 as one of the leading experts in banking and finance in South and South East Asia. She was also named as Recommended Lawyers in the Singapore section of Global Counsel Web’s Leading Specialists in Corporate Real Estate: Which Lawyer? (previously known as PLC Global Counsel 3000).

She has more than 40 years of legal experience.

Membership:   Law Society of Singapore

Languages:       English, Bahasa Melayu (Malay)

Comments in Chambers publications

In Chambers Global “The World’s Leading Lawyers for Business”, Louise was cited as a lawyer who “always grasps the commercial requirements in any case immediately”. Under her leadership, the banking team “found favour with clients due to the fact that it sticks to unreasonable deadlines and works hard to keep clients happy”. The banking team was also described as “attentive to the client’s needs” and crystal clear when offering advice”.

In Chambers Asia’s Guide to Asia’s Leading Lawyers for Business, Louise is named as a leading individual and “praised for her appreciation of which points are of commercial importance” and the banking team is “best known for its financing work within the real estate sphere…. particularly in connection with REIT financing.  A long-established name in the Singapore market, the team has won some impressive mandates”.

The Chambers Asia-Pacific states:

• In relation to the team, “This group is particularly noted for its ability to act on multifaceted issues, offering transactional advice and co-ordinating with counsel across several jurisdictions. It has an impressive client list which includes DBS Bank, United Overseas Bank, HSBC, Standard Chartered Bank and Bank of Tokyo-Mitsubishi UFJ. Sources say: “I’m very comfortable with Lee & Lee. It has a personal, human approach – even when handling the most complex issues.””

• The team is “Well trained, knowledgeable and proactive; they can explain and push their clients’ points across without being overbearing.”

• The team’s clients were reported to have stated that “they have very strong expertise and are able to provide good advice in layman’s terms”.

• Clients were reported as remarking of Louise that “she is very dedicated and on the ball, and always puts our interest first”.

• Louise has been described as “always in the picture and doesn’t delegate down to staff” and as someone who “sees the bigger picture” and has a “personal touch” with clients.

• Chambers Asia Pacific states of the team’s ability to anticipate problems and provide solutions: “They are able to consider several different perspectives when approaching hypothetical scenarios.”

• The team is “resourceful and can always provide its advice promptly.” Louise is well regarded in the market for her strength in real estate financing. Client’s remark that Louise “is very commercial and able to advise on lots of issues, and is very up to date on the law affecting our sector.”

• The team is described as doing acquisition financing for the real estate sector. Sources state of Louise that “she always has her client’s interests at heart”.

• Louise garners praise for her expertise on financing mandates, with clients labelling her a “very experienced banking lawyer with an eye for detail and an understanding of our commercial needs.” She is noted for her work on real estate financings, acting for both property developers and regional banks.

• Louise is described to represent lenders and borrowers in the financing of land and real estate acquisitions, property developments and facilities involving REITs. According to a client, “she listens to our needs and is quick to provide practical legal advice.”

Comments in The Asia Pacific Legal 500

Louise was described as a leading individual and as the “foremost finance expert”, and was mentioned to “lead a team acting for banks and borrowers on the range of banking work. Real Estate Investment Trusts (“REITs”) are a strong area, along with property and construction project financing”.

The team has been described to have a strong project financing capability, in conjunction with its joint law venture with Hogan Lovells Lee & Lee, maintains its strong presence in the PPP sector. Louise is described as a finance expert who is recommended.

The team, led by Louise, has been described as handling cross-border structured financings for foreign lenders and refinancing work for property developers.

Work Highlights

• Acted for two local banks and a foreign bank in three separate transactions for an aggregate amount of SGD350 million in relation to the partial financing of an acquisition of a commercial property by a subsidiary of a REIT in Singapore with three separate guarantees to be provided by the REIT to the respective banks.

• Advised a syndicate of banks (six international banks acted as mandated lead arrangers to the transaction, namely Axis Bank Ltd, CIMB Bank Berhad, KFW IPEX-Bank GMBH, National Australia Bank Limited, Standard Chartered Bank and WestLB AG) in the real estate aspects in relation to GMR Energy’s flagship 800 MW combined cycle project at Jurong Island, Singapore. The financing package comprised of SGD670 million of a term loan facility and a USD 270 million credit and working capital facility.

• Acted for a prominent developer in Singapore in the refinancing of a development in Singapore by a local Bank. The facilities of up to SGD240 million included a land loan facility, a construction loan facility and a bank guarantee facility and are secured by various securities including a mortgage over the property and other related securities. Our work included liaising with the discharging bank and the new financiers in relation to the refinancing and liaising with the relevant authorities in relation to the same.

• Acted for two separate Japanese Banks in relation to the provision of two separate sets of facilities, involving term loan facilities and revolving credit facilities of up to an aggregate of USD300 million each, with two related borrowers in the maritime industry, secured by a guarantee of the holding company. Our work included liaising with a Hong Kong counsel in relation to one of the borrowers incorporated in Hong Kong.

• Acted for the original mandated lead arrangers with respect to the securities for the facilities amounting to SGD4.2 billion to Resorts World at Sentosa Pte. Ltd. for the development of Singapore’s second Integrated Resort.

• Acted for a local Bank in relation to the provision of a term loan facility of up to SGD 175 million to a REIT for the financing of a commercial property in downtown Singapore. The term loan facility is secured by a mortgage over the commercial property and other related assets. Our work included structuring the transaction to facilitate the early drawdown of the facilities as requested by the REIT.

• Acted for a US incorporated hard disk manufacturer, with Singapore-incorporated subsidiaries in relation to the provision of first-lien securities over assets in Singapore pursuant to (i) a credit agreement for facilities of up to USD350 million with a group of international banks and (ii) an intercreditor agreement, such securities to be higher in priority to the existing second-lien securities over the same assets provided to secure existing notes issued by one of the security providers.

• Acted for a French bank in the provision of a term loan facility in Euro to a REIT for the financing of a service residence in Singapore. The term loan facility is secured by a mortgage over the service residence and other related assets.

• Acted for a Japanese company in relation to the provision of a share charge over the shares of a listed company in Singapore pursuant to a deed of settlement between the Japanese company and an individual based in Singapore. Our work included providing advice to the Japanese company in relation to the form of security to be taken to secure the indebtedness owing to the Japanese company and advising the Japanese company on the procedures of enforcement of a share charge over listed shares of a company in Singapore.

• Acted for the manager and the trustee of a REIT in relation to the refinancing of existing borrowings of the REIT secured by a mortgage over a service apartment and securities over other related assets.

• Acted for the manager and the trustee of a REIT in relation to the provision by a local bank of a multicurrency revolving credit facility, secured by a share charge over two Singapore companies holding Indonesian properties indirectly.

• Acted for a Malaysian Bank in relation to the securities provided by a security provider, being the holding company of a group of companies based in various Southeast Asian countries, with the borrower being part of the group. Our work included liaising with a Malaysian counsel in extensively advising the Bank on the form of securities to be provided, drafting the necessary security documents and advising the Bank in relation to the security taken over the shares of a Singapore-incorporated joint venture company.

• Acted for a major local bank to finance the general corporate funding requirements of an Indonesia-incorporated Borrower. This transaction involved reviewing the facility agreement in respect of a term loan and a revolving credit facility. Our work also included liaising with an Indonesian counsel and an English counsel.

• Acted for an English bank in a structured finance transaction which involved a Luxembourg borrower and a forward purchase agreement. The facility is a revolving credit facility of up to GBP135 million. Our work included structuring and coordinating with foreign counsels from the respective jurisdictions.

• Acted for Singapore Press Holdings Limited (“SPH”), a listed company on the Singapore stock exchange and its subsidiary, The Seletar Mall Pte. Ltd. (“Seletar Mall”), in 3 separate financing transactions, which were all completed simultaneously and all relating to Seletar Mall’s acquisition of a site at the junction of Sengkang West Avenue and Fernvale Road, Singapore and its development of a retail mall on the said site, as follows:

(1)        Acted for SPH in its borrowing from DBS Bank Ltd. of an unsecured facility of SGD230 million, which proceeds were used to on-lend to Seletar Mall for part financing of such acquisition (“Intercompany Loan”);

(2)        Acted for Seletar Mall in the Intercompany Loan and in its provision of a second-ranking mortgage and other securities to SPH (“Second-ranking Securities”) as security for such Intercompany Loan, which Second-ranking Securities are to rank after the First-ranking Securities (as defined in paragraph 3 below); and

(3)        Acted for Seletar Mall in its borrowing from Oversea-Chinese Banking Corporation Limited of a facility of SGD138 million (“Seletar Mall Borrowings”), secured by various first ranking securities (including a first-ranking mortgage over the property) (which rank ahead of the Second-ranking Securities in favour of SPH) (“First-ranking Securities”).

Seletar Mall is a joint venture between SPH (indirectly through the wholly-owned subsidiary Moon Holdings Pte Ltd) and United Engineers Developments Pte Ltd (“UE”) and we also acted for UED as the minority shareholder of Seletar Mall in the securities provided to Oversea-Chinese Banking Corporation Limited to secure the Seletar Mall Borrowings.

• Acted for a syndicate of local and foreign banks in relation to the secured refinancing of facilities of up to SGD 270 million in connection with a luxury hotel in a resort island in Singapore and in relation to several securities provided to such local and foreign banks in such refinancing.

• Acted for a set of banks in separate transactions in connection with the borrowings by a REIT of facilities in aggregate of up to SGD 350 million for its working capital purposes and, to fund its acquisition of an investment vehicle, which owns a commercial building in the central business district of Singapore.

• Acted for a developer in relation to the secured refinancing of up to SGD 200 million in relation to the financing of a mixed development project comprising of a residential component, a retail and commercial component, and a hotel component, with 3 separate Management Corporations to be constituted (which Management Corporations are to run the maintenance and upkeep of the residential component, the retail and commercial component and the hotel component). The temporary occupation permit for the whole development was issued and the hotel was just about to open and start its operations at the time of the financing. The matter was further complicated by reason that all the units in the residential component had been sold but such sales of such units were not completed (thus having to contend with the interests of each purchaser), and by reason that no separate title for each residential unit, the retail and commercial component and the hotel component had been issued at that time of the completion of the financing. The securities provided to the lender included a mortgage, a debenture (including the receivables of the hotel), assignment of contracts and proceeds, assignment of insurance and the deed of undertaking and subordination. Advised the developer on the complicated issues in relation to refinancing at that stage of development and ensured that the refinancing could go through notwithstanding the fact that the mortgage in favour of the lender had to be registered after the numerous caveats lodged by the purchasers and ensured that the developer was able to proceed smoothly with all facets of the development including the running of the hotel and the other operations of the developer.

• Acted for a local bank in relation to the urgent secured financing of up to SGD157,425,400 for the acquisition of 56 units in a property in southern Singapore from a developer. The investment vehicle was a Singapore-incorporated company, whose shares were initially held by foreign investment vehicle owned by Malaysian and Kuwaiti entities, and such investment vehicle would undergo a restructuring at a later stage. The documentation was completed within 2 weeks of instructions by the bank. The securities provided to the bank included an assignment of the sale and purchase agreements made between the developer and the borrower of the 56 units, a mortgage, an assignment of insurances, an assignment of sale and rental proceeds, a charge over account and a deed of subordination and our work included liaising with foreign counsels for the issue of legal opinions in favour of the bank with respect to the deed of subordination provided by the foreign shareholders.

• Acted for a bank in relation to a financing of up to SGD600 million to a borrower, which is listed on the Singapore stock exchange for that borrower’s general corporate purposes.

• Acted for a Japanese creditor in relation to moneys owed to that Japanese creditor by a major shareholder of a company listed on the Singapore stock exchange. The creditor and the major shareholder entered into a deed of settlement and our work included advising the creditor on the type of security to be taken pursuant to the deed of settlement. Also assisted the creditor in taking a security over listed shares owned by the major shareholder and acted for the creditor in the enforcement of that security over the listed shares owned by the majority shareholder including the sale of the shares in that listed company.

• Acted as Singapore real estate counsel to the Singapore branch of a French bank, a local bank and a Hong Kong-incorporated bank, in banking facilities granted to a borrower that, until recently, was listed on the Stock Exchange of Singapore. Prepared, negotiated and finalised a mortgage over a property in Singapore leased by the mortgagor from the Jurong Town Corporation, within the tight timeline of 16 working days.

• Acted for the Notes Trustee and Notes Security Trustee in relation to a SGD1 billion Secured Multicurrency Medium Term Note Programme, in the redemption of all Series 001 Notes amounting to a principal amount of SGD400 million and the amendment and/or refreshment of the existing Notes Trust Deed and 7 Notes security documents to follow the terms of a new SGD1.2 billion green loan (“Green Loan”) granted to the Issuer by a syndicate of lenders. The Issuer, a joint venture between subsidiaries of a Singapore-listed developer and Malaysian-listed developer respectively, secured the Green Loan for, inter alia, redeeming the Series 001 Notes and financing its hotel, office and retail properties in the prime central district of Singapore.

As appointment took place only 5 weeks prior to completion, acted expeditiously to do the due diligence and getting up of the existing Notes documents and Green Loan documents, and to prepare several rounds of amendments to the Notes documents necessary to mirror the relevant terms in the Green Loan documents as negotiations progressed, while protecting the interests of the Notes Trustee and Notes Security Trustee. In addition, appointed and instructed Malaysian counsel and Cayman Islands counsel for the issuance of legal opinions in respect of the Obligors entering into the Notes Security Documents which are Malaysian and/or Cayman Islands listed companies, within the very short timeframe.

• Acted for the Lenders while another team in the firm acted for the Borrower (a joint venture company with 3 joint venture partners, including 1 listed on the Kuala Lumpur Stock Exchange, and another listed on the Mainboard of the Singapore Exchange) and the other obligors, with a Chinese wall in place. This financing transaction related to (among others) the acquisition of land from the Singapore government and the construction of a mixed development including retail units and luxury residential units located in a prime area close to the Singapore central business district (the “Project”). The transaction completed within 4 weeks from appointment.

The Malaysia-incorporated and listed obligor was subject to exchange control regulations and required to obtain approvals from the Malaysian exchange control authority and such obligor’s shareholders in order for such obligor to provide undertakings amounting to a guarantee / security. Hence, there was an interplay between Malaysian laws and foreign policies with the Lenders’ requirements relating to the finance documents. Actively involved in structuring and finalising the details of the documentation to be provided by such Malaysian obligor.

The finance documents included security documents relating to the assets in respect of the Project such as an assignment of building agreement, a mortgage, an assignment of proceeds, an assignment of insurances and an assignment of contracts. It also included several deeds of subordination, a security trust deed and a joint and several deed of undertaking by certain Singapore-incorporated companies and a letter of undertaking by the Malaysian obligor (among others) to, inter alia, complete the Project.

• Acted as Singaporean counsel for 3 parties, being the Borrower (a limited partnership formed in Singapore), the General Partner (an indirect subsidiary of a company listed on the New York Stock Exchange), and the Qualified Borrower (a Singapore-incorporated company directly owned by the Borrower) (collectively, the “Borrower Group”), in relation to two facilities (Facility A and Facility B) granted by a syndicate of five international banks (the “Lender Group”). Facility A is a USD340 million syndicated senior capital commitment secured revolving facility with a Greenshoe option of up to USD85 million. Facility B is a USD60 million syndicated senior capital commitment secured revolving facility with a Greenshoe option of up to USD15 million.

Reviewed the facility agreements for Facility A and Facility B as well as two sets of various security documents (including a Borrower Guaranty, Charge over Account and Intercreditor Agreement) from a Singapore law perspective within a short time period, and liaised with and advised Paul Hastings LLP, lead counsel for the Borrower Group, on the same.  As the Borrower is a limited partnership and not a company, we ensured that the representations and undertakings relating to the Borrower, being a limited partnership, were relevant. In addition, we ensured that there would be no recourse to the partners to the Borrower in this transaction. Issued two sets of Singapore legal opinions to the Lender Group in relation to the entry by the Borrower Group into the respective facility agreements and security documents.