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Pham Ba Linh

Pham Ba Linh

Managing Partner

LLB (Hanoi) LLM (Nottingham) FSIArb
Tel:  +84 28 3936 5018
Fax: +84 28 3936 5019
Email: linh.pham@lexcommvn.com

Practices

  • Banking and finance
  • Capital markets
  • Energy and natural resources
  • Projects and infrastructure
  • Real estate and construction
  • Industries

  • Financial institutions
  • Funds management
  • Energy and mining
  • Construction and major projects
  • Real estate
  • Pham Ba Linh is a founding partner of Lexcomm Vietnam LLC and Head of Finance, Projects, Energy and Infrastructure practice with more than 18 years of legal practice in Vietnam and Australia, focusing primarily on energy and natural resources, major projects and infrastructure, project finance, leveraged and acquisition finance, debt and equity capital markets, derivatives and structured products.

    Ba Linh is particularly well known in the Vietnam market for his project finance, energy and infrastructure/PPP expertise, and he has acted for project sponsors, financiers, governments, equity investors and major works contractors.

    Ba Linh has extensive experience working in both civil and common law jurisdictions, having previously based in Hanoi, Ho Chi Minh City and Melbourne. He regularly presents papers at industry and client conferences on upstream oil and gas, pipelines, power, project finance and securities offerings.

    Prior to founding Lexcomm, Ba Linh was working with a reputable foreign law firm in Vietnam for more than 11 years, and he was seconded to leading Australian-based international law firm Freehills (now known as Herbert Smith Freehills) in its Melbourne office (Banking and Projects Practice Group) from 2008 to 2009 with a particular focus on all aspects of large-scale, long-term energy and major infrastructure projects in Australia both from project development and project finance perspectives. 

    Ba Linh wins praise from clients for his technical legal excellence as well as his outstanding commercial expertise. He has been recognised in the Asia Pacific Legal 500 (2015) as being ‘smart and very responsive’ and ‘key names in the team’ whose experience on Projects and Energy 'includes infrastructure development and project financing'​.

    IFLR1000 2014 notes that he is very experienced ‘advising on a wide spectrum of energy and natural resources matters, more specifically in oil and gas, and major infrastructure projects’.

    Professional background

    Ba Linh is admitted to practice in Vietnam as a qualified lawyer of the Hanoi Bar Association and a member of the Vietnam Bar Federation.

    He is an active member of the Association of International Petroleum Negotiators (AIPN) sitting on its Vietnam steering committee. He is also a Fellow of the Singapore Institute of Arbitrators (SIArb).

    Ba Linh holds a Bachelor of Laws from Hanoi Law University and a Master of Laws (LLM in International Commercial Law) from the University of Nottingham School of Law, England.

    Memberships

    Singapore Institute of Arbitrators (SIArb), Fellow

    Association of International Petroleum Negotiators (AIPN), Vietnam Steering Committee

    International Bar Association (IBA), Committees on Oil and Gas Law, Power Law and International Construction Projects

    Vietnam Business Forum (VBF), the Infrastructure Working Group and the Capital Markets Working Group

    AmCham Energy Committee
     

    Major Projects and Clients

    Ba Linh has advised on a broad variety of major transactions, including:

    Banking and finance 

    • advising mandated lead arrangers on a multi-hundred million US Dollar LMA multi-tranche syndicated borrowing base facility
    • advising in connection with proposed multi-hundred million APLMA senior secured term loan facilities
    • advising international lenders on complex US$200 million reserve-based lending financings over certain Vietnam oil and gas assets
    • advising export credit agencies (ECAs) on the debt financing of a US$4.5 billion Long Son petrochemicals project in Vietnam
    • advising the International Finance Corporation (IFC), Asia Development Bank (ADB) and Proparco in relation to the debt restructuring of the Franco-Vietnamese Hospital, the first major international hospital in Ho Chi Minh City
    • advising IFC in relation to its sizable debt financings to Vietnamese privately owned companies
    • advising BP EFS (Singapore) on loan syndication, perfection and enforcement of security interests, foreign exchange controls and commodity price hedging arrangements
    • advising sponsors on complex subordination arrangements relating to secured syndicated financings provided by various international development finance institutions, including  FMO, DEG and Swedfund
    • advising Mizuho Corporate Bank on Vietnamese law issues relating to re-insurances and enforcement of security interests in respect of the FPSO financing for the Su Tu Den oil field in Vietnam
    • advising the Bank of Tokyo-Mitsubishi UFJ on indemnity and foreign exchange control issues
    • advising ANZ Bank on various loan facilities and security documentation
    • advising Commonwealth Bank of Australia (CBA) on the acquisition of a Vietnam loan portfolio and attached security 
    • advising Standard Chartered Bank on a proposed toll bridge financing in Vietnam
    • advising an international lender on a syndicated borrowing base facility that involves taking security over commodities in Vietnam
    • advising a major international maritime carrier on the Vietnam aspects of freight receivables securitisation

    Debt and equity capital markets 

    • advising one of Vietnam’s largest State-owned enterprises on its proposed US$1 billion Rule 144A/Reg S offering of senior notes
    • advising a leading fund manager on private placement memorandum (PPM) and fund manager issues relating to a US$350 million private placement
    • advising TPG on its investment in a subsidiary entity of Masan Group, one of Vietnam’s largest privately-owned corporate groups, by way of convertible bonds
    • advising a leading private equity fund on the Vietnam aspects of a proposed US$50million convertible debt offering by a Vietnamese private company
    • advising issuers and underwriters in private placements and public offerings of debt and equity securities
    • advising an international mining company on the Vietnam aspects of a private placement memorandum in relation to the offerings for sale of senior secured redeemable gold delivery promissory notes and detachable common stock purchase warrants to accredited investors pursuant to Rule 506 of Regulation D promulgated under the U.S. Securities Act
    • advising a leading Australian oil company on the Vietnam aspects of a proposed demerger and listing in the Australian Securities Exchange (ASX) relating to its exploration assets of coal seam gas development in Vietnam

              Derivatives and structured products

    • advising Credit Suisse on derivatives structuring and enforceability in Vietnam
    • advising Deutsche Bank on loan facilities and derivatives transactions
    • advising ANZ Bank on the structuring and documentation of FX and derivatives transactions in Vietnam
    • advising ANZ Bank on the enforceability of New York law governed credit support arrangements (New York Annex) in Vietnam in respect of its proposed derivatives transactions
    • advising a leading total asset management company on the 2002 ISDA Master Agreement, master netting and hedging documents
    • advising a Singapore based international company on ISDA Master Agreement documentation and enforceability issues
    • advising BP EFS (Singapore) on Vietnamese law issues relating to loan syndication, perfection and enforcement of security interests, foreign exchange controls and commodity price hedging arrangements
    • advising on equity swaps in relation to a proposed share-backed financing in Vietnam

    Power

    • advising an international investor in relation to the investment and development of a 144MW wind farm project in Vietnam
    • advising in relation to the proposed investment and development of large-scale solar energy projects in Vietnam  
    • advising international clients on the Vietnam law aspects of an acquisition of 15 run-of-the-river small-scale hydropower plants
    • advising an international client on project documentation of the US$2.3 billion 1,200MW Nam Dinh 1 coal-fired BOT power project
    • advising JBIC and KEXIM in connection with the 1,200MW coal-fired Nghi Son 2 BOT power project
    • advising sponsors on the project financing of the US$412 million 717MW gas-fired Phu My 3 BOT power project
    • advising sponsors on a complex EPC contract in relation to  the 715MW gas-fired Phu My 2.2 BOT power project
    • advising international lenders in relation to the 1,200MW coal-fired Hai Duong BOT power project
    • advising an international energy company on its potential investment in the 1,200MW coal-fired Duyen Hai 2 BOT power project
    • advising a sponsor on its complex divestment in the 1,200MW coal-fired Vung Ang 2 BOT power project
    • advising a project developer on the 600MW coal-fired Nghi Son 1 power project
    • advising a project developer on the 600MW  coal-fired Thai Binh power project
    • advising EVN in relation to the 375 MW Hiep Phuoc captive power plant
    • advising VinaCapital/VNI on its acquisition of various hydropower projects in Vietnam
    • advising ERM Braemar 2 Pty Ltd on gas sales issues in relation to its 450 MW Braemar 2 gas-fired power project in Queensland
    • advising Wind Power Pty Ltd on the development of its proposed 50MW wind farm project in Queensland, Australia
    • advising Altona Resources Plc on the development of its proposed Arckaringa Coal to Liquids (CTLs) and 1140MW Power Project in South Australia, Australia

             Upstream oil and gas

    • advising international oil companies on a complex “first of its kind” multi-billion US Dollar oil and gas development project in Vietnam
    • advising an international energy company on various regulatory matters in relation to its proposed oil and gas farm-in and joint venture arrangements
    • advising an international oil company on production sharing agreements (PSC) and joint operating agreements (JOA) issues relating to the development of its Vietnam upstream assets
    • advising Chevron, MOECO and PTTEP on complex gas sales and sovereign guarantee issues relating to a US$4 billion offshore gas development and pipeline project for the development and monetisation of natural gas from Block B & 48/95 and Block 52/97 offshore Vietnam
    • advising BP Exploration on a broad variety of upstream oil and gas legal issues for the development and monetisation of Block 06-1 gas reserves offshore Vietnam
    • advising the developers in a diverse array of complex midstream pipeline/transportation issues in relation to the Nam Con Son gas development project
    • advising JX Nippon and PTTEP in relation to their bid to acquire several upstream oil and gas assets from ConocoPhillips in Vietnam
    • advising Premier Oil on the divestment of interest in Block 07/03 offshore Vietnam
    • advising Santos Vietnam in relation to a complex EPCI contract for the engineering, procurement, construction and installation of upstream facilities in an offshore block in Vietnam
    • advising BHP Billiton Petroleum on drilling approvals and issues
    • advising Talisman Energy in relation to sea surface rents
    • advising Dart Energy on the Vietnam aspects of a demerger and listing in the Australian Securities Exchange (ASX) relating to its exploration assets of coal seam gas development in Vietnam
    • advising on rights under PSCs, JOAs, joint development agreements, farm-ins, farm-outs, unitisations and drilling

              Mining and metals

    • advising Pala Investments AG on complex statutory mining issues regarding its international acquisition of Ban Phuc Nickel Project
    • advising an offtaker on long-term offtake arrangements in relation to TSX listed Tiberon Mineral’s Nui Phao tungsten-fluorspar mining and production project in Thai Nguyen province, northern Vietnam
    • advising and structuring a complex cross-border acquisition of mining assets in Vietnam
    • advising a Canadian company with mining interests in Vietnam on the Vietnamese security package for offshore loan facilities
    • advising an international mining company on its proposed copper and gold development projects in Vietnam

             Transport and construction

    • advising an international client on the Vietnamese law aspects of a multi-billion US Dollar JICA-funded Ho Chi Minh City MRT Line 1 project (Ben Thanh - Suoi Tien section)
    • advising a leading Japanese EPC contractor on FIDIC Conditions of Contract for the construction of a cable stayed bridge relating to Vietnam's North-South Expressway project (Ben Luc - Long Thanh section)
    • advising Marubeni Corporation on a complex engineering, procurement and erection (EPE) contract for a Vietnam pulp mill project
    • advising a group of international investors on complex structuring/bankability issues for Hanoi - Hai Phong Expressway BOT project
    • advising on complex construction issues in relation to Ho Chi Minh City Urban Railway Project
    • advising in connection with the large-scale development of a major tollroad project in Vietnam
    • advising on various private infrastructure investment, construction and engineering projects
    • advising Itochu Corporation on a long-term bio-ethanol offtake arrangement with PV Oil and related financing issues
    • advising AXA SA in relation to its bid to acquire a strategic stake in BaoViet Holdings being privatised
     

    Publications