Ethan Chen
Overview
Ethan Y. Chen is a Registered Foreign Lawyer in the Hong Kong office of Kirkland & Ellis. Ethan focuses his practice on capital markets and other corporate matters, including representation of the Greater China-based issuers and underwriters in initial public offerings in the United States and Hong Kong, other U.S. registered equity and debt offerings and Rule 144A/Regulation S equity and debt offerings. He has extensive experience in the rapidly-growing TMT (technology, media and telecommunications) and education spaces, as well as in other sectors such as real estate and gaming. Ethan also advises private and public companies and financial institutions in pre-IPO matters such as financing, corporate structure, option plans and shareholder relationships, compliance and corporate governance matters and mergers and acquisitions and financing transactions.
Experience
Representative Matters
Equity
- Credit Suisse & Barclays — Represented Credit Suisse and Barclays as sales agents in an offering of up to $100 million of American depositary shares by JinkoSolar Holding Co., Ltd. (NYSE: JKS), one of the world’s largest and most innovative solar module manufacturers, through a registered at-the-market equity offering (ATM) program
- Chindata Group Holdings Limited — Represented Chindata Group Holdings Limited, a carrier-neutral hyperscale data center solution provider in Asia and a Bain portfolio company, in its US$621 million Nasdaq IPO under the symbol “CD”. Kirkland also represented Chindata in its concurrent private placements for an aggregate amount of US$135 million
- Greentown Management Holdings Company Limited — Represented the underwriters in the US$154 million initial public offering and listing on the Hong Kong Stock Exchange of Greentown Management Holdings Company Limited (9979.HK), the largest project management company in the PRC real estate market
- Opera Limited — Represented Opera Limited, a NASDAQ-listed global internet brand and one of the world’s leading browser providers, in its US$75 million follow-on offering of American depositary shares
- Jiayin Group Inc. — Represented Jiayin Group Inc., a leading online individual finance marketplace in China, in its US$42 million initial public offering and listing on the Nasdaq Stock Market
- Shanghai Dongzheng Automotive Finance Co., Ltd. — Represented Shanghai Dongzheng Automotive Finance Co., Ltd., the only auto finance company with a dealership background in China, in its US$208 million H Share global initial public offering and listing on the Hong Kong Stock Exchange
- JinkoSolar — Represented the underwriters in the US$74.75 million follow-on offering of American depositary shares by JinkoSolar, and represented the placement agent in JinkoSolar’s US$85 million convertible notes offering in reliance of Regulation S
- Huami Corporation — Represented the underwriters in the US$77 million follow-on offering of American depositary shares by Huami Corporation, a NYSE-listed smart wearables company in China
- Chengdu Expressway Co., Ltd. — Represented Chengdu Expressway Co., Ltd., in its US$128 million initial public offering and listing on the Hong Kong Stock Exchange. Chengdu Expressway Co., Ltd. engaged in the operation, management and development of expressways located in and around Chengdu, Sichuan province
- Fosun Tourism Group — Represented the underwriters in the US$449 million initial public offering and listing on the Hong Kong Stock Exchange of Fosun Tourism Group, a leading leisure-focused integrated tourism group owns or has strategic partnerships with a portfolio of world-renowned brands, including Club Med, Atlantis and Thomas Cook
- TuanChe Limited — Represented the underwriters in the US$20.28 million initial public offering and listing on Nasdaq of TuanChe Limited, a leading omni-channel automotive marketplace in China
- Studio City International Holdings Ltd — Represented Studio City International Holdings Ltd (NYSE: MSC) in its US$359 million initial public offering and listing on the New York Exchange. Studio City is a world-class gaming, retail and entertainment resort located in Cotai, Macau.
- Opera Limited — Represented Opera Limited (Nasdaq: OPRA), one of the world’s leading browser providers, in the US$115.2 million initial public offering and listing on The Nasdaq Stock Market, as well as a concurrent private placement of US$60 million
- Pinduoduo Inc. — Represented the underwriters in the US$1.6 billion initial public offering and listing on the Nasdaq Global Stock Market of Pinduoduo Inc. (Nasdaq: PDD), one of China’s leading e-commerce platforms
- Huami Corporation — Represented the underwriters in connection with the US$110 million initial public offering and listing on the New York Exchange of Huami Corporation, a leading smart wearables company based in Beijing.
- Sea Limited - Represented Sea Limited (NYSE: SE), the leading internet company in Southeast Asia, on its US$ 884.5 million initial public offering and listing on the New York Stock Exchange
- Rise Education Cayman Limited — Represented Rise Education Cayman Limited, a leading education services company in China and a Bain Capital portfolio company, on its US$ 183.4 million initial public offering on the NASDAQ Global Market, including the exercise of the over-allotment option
- Bright Scholar Education Holdings Limited — Represented the underwriters in the US$182.4 million follow-on public offering of Bright Scholar Education Holdings Limited, a NYSE-listed leading operator of international and bilingual K-12 schools in China
- Bright Scholar Education Holdings Limited — Represented the underwriters in the US$181.1 million initial public offering of 17,250,000 American depositary shares on the New York Stock Exchange of Bright Scholar Education Holdings Limited, a leading operator of international and bilingual K-12 schools in China
- China Online Education Group — Represented the underwriters in the initial public offering of 2.4 million American Depository Shares of China Online Education Group (NYSE: COE), a leading online education platform in China with core expertise in English education, valued at US$45.6 million
- Wenzhou Kangning Hospital Co., Ltd. — Represented Wenzhou Kangning Hospital Co., Ltd., the largest private psychiatric healthcare group in China as measured by revenue in 2014, in its US$101 million initial public offering on the Hong Kong Stock Exchange
Debt (including equity-linked)
- Shenzhen Expressway Company Limited — Represented Shenzhen Expressway Company Limited, a Hong Kong listed company, on its issuance of US$300,000,000 of 2.875% investment grade bonds due 2021 listed on the Hong Kong Stock Exchange
Merger & Acquisition
- Trina Solar Limited — Advising the Special Committee of NYSE-listed Trina Solar Limited in connection with its acquisition by a consortium led by Mr. Jifan Gao, its chairman and CEO, in a “going private” transaction
- Qihoo360 Technology Co. Ltd. — Advising a consortium consisting of CITIC Guoan, Golden Brick Silk Road Capital, Sequoia Capital China, Taikang Life Insurance, Ping An Insurance, Sunshine Insurance, New China Capital, Huatai Ruilian, Huasheng Capital or their affiliated entities in the US$9.3 billion acquisition of NYSE-listed Qihoo360 Technology Co.
Prior to joining Kirkland & Ellis, Ethan represented clients in the following selected transactions:
Equity
- Ronshine China Holdings Limited — Represented the underwriters in the US$233 million initial public offering of Roshine China listed on The Stock Exchange of Hong Kong Main Board with concurrent global placement pursuant to Regulation S. Ronshine China is a property developer in China
- Sunshine 100 China Holding Limited — Represented Sunshine 100 China Holding Limited in its US$258 million initial public offering listed on The Stock Exchange of Hong Kong Main Board with concurrent global placement pursuant to 144A/Regulation S. Sunshine 100 is one of the leading property developers focusing on the development of mixed-use business complexes properties in China
- China Fordoo Holdings Limited — Represented the underwriters in the HK$468 million initial public offering of China Fordoo Holdings Limited listed on The Stock Exchange of Hong Kong Main Board with concurrent global placement pursuant to Regulation S. Fordoo is one of the leading menswear brands focusing on the middle-upper menswear segment in China
Debt (including equity-linked)
- Country Garden Holdings Company Limited — Represented Country Garden Holdings Company Limited in its private placement of US$250 million 7.5% Senior Notes due 2019, including “high-yield” covenants and pursuant to Regulation S. Country Garden Holdings Group is one of the leading integrated property developers in China
- Redco Properties Group Limited — Represented Redco Properties Group Limited in its offering of US$125 million 13.75% Senior Notes due 2019, including “high-yield” covenants and pursuant to Regulation S and US$65 million financing with a group of financial institutions. Redco Properties Group is an integrated residential and commercial property developer with a primary focus on residential properties in China
- Modern Land (China) Co., Limited - Represented Modern Land (China) Co., Limited in its offering of US$125 million 12.75% Senior Notes due 2019, including “high-yield” covenants and pursuant to Regulation S. Modern Land (China) is a property developer focused on the development of green, energy-saving and eco-friendly residential properties in China
- Carnival Group International Holdings Limited — Represented Carnival Group International Holdings Limited in its offering of RMB500 million 11.5% Senior Bonds due 2016 including “high-yield” covenants and pursuant to Regulation S. Carnival Group is a developer of large-scale integrated tourism, hospitality and retail projects that combine theme parks, hotels, outlet and conference centers
- Sunac China Holdings Limited — Represented Sunac China Holdings Limited in its offering of US$400 million 8.75% Senior Notes due 2019 including “high-yield” covenants and pursuant to Regulation S. Sunac China is an integrated residential and commercial property developer with a focus on high-end and high-quality property developments in China
- Central China Real Estate Limited — Represented Central China Real Estate Limited in its offering of US$300 million 8.75% Senior Notes due 2021 including “high-yield” covenants and pursuant to Regulation S. Central China is a leading residential property developer in Henan province
- Evergrande Real Estate Group Limited — Represented Evergrande Real Estate Group Limited in its offering of US$1.5 billion 8.75% Senior Notes due 2018, including “high-yield” covenants and pursuant to Rule 144A and Regulation S. Evergrande is the largest (in terms of land bank) PRC-based and privately owned residential property developer
- Guangzhou R&F Properties Co. Ltd — Represented Guangzhou R&F Properties Co. Ltd in its offering of US$1 billion 8.5% Senior Notes due 2019 by Trillion Chance Limited, including “high-yield” covenants and pursuant to Regulation S. Guangzhou R&F is a leading property developer in China
- Xinyuan Real Estate Co., Ltd. — Represented Xinyuan Real Estate Co., Ltd.in its offering of US$200 million 13% Senior Notes due 2019, including “high-yield” covenants and pursuant to Regulation S. Xinyuan Real Estate is a real estate developer with a primary focus on residential properties in Tier II and Tier III cities in China
- Fantasia Holdings Group Co., Limited — Represented Fantasia Holdings Group Co., Limited in its offering of US$300 million 10.625% Senior Notes due 2019 and US$200 million 11.50% Senior Notes due 2018, both including “high-yield” covenants and pursuant to Regulation S. Fantasia Holdings Group is a leading property developer and property-related service provider in China
Corporate Compliance
- Advised LDK Solar Co. Ltd. in its SEC filings and other compliance matters. LDK Solar is a leading vertically integrated manufacturer of photovoltaic (PV) products
Prior Experience
Sidley Austin LLP
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Credentials
Admissions & Qualifications
- 2018, Hong Kong, Registered Foreign Lawyer
- 2014, New York
- 2009, People’s Republic of China (non-practising)
Languages
- Cantonese
- English
- Mandarin
Education
- Harvard Law SchoolLL.M.2013
Founder and Co-President of Harvard China Law Association
- University of Hong KongM.C.L.2010
SHKP-Kwok’s Foundation Law Scholar
- China University of Political Science and LawLL.B.summa cum laude2009