​Graham Winter is a partner in the Hong Kong office of Gibson, Dunn & Crutcher and member of the Betting and Gaming Practice Group.

Based in Hong Kong since 1992, Mr. Winter has a leading Hong Kong practice specializing in complex corporate transactions, including cross-border M&A transactions, privatizations, capital markets transactions, joint ventures, private equity transactions and international corporate finance transactions.  He has particular experience with transactions governed by the Hong Kong Takeovers Code and the Hong Kong Stock Exchange Listing Rules.

Mr. Winter recently advised GE Capital in relation to its US$483 million sale of its interest in Asia Satellite Telecommunications Holdings Limited (announced in December 2014), First Pacific Company Limited in relation to its US$1.27 billion acquisition, with joint venture partner Wilmar International, to acquire Goodman Fielder Limited (announced in April 2014), and HKT Limited in relation to its US$2.43 billion acquisition of CSL New World Mobility (announced in December 2013).

Mr. Winter has also previously advised on a number of ground-breaking transactions, including representing SABMiller in relation to its US$750 million proposed takeover of Harbin Brewery, Hong Kong’s first contested takeover under the Hong Kong Takeovers Code; and representing PCCW Limited in relation to the spin-off and separate listing of its telecommunications business in the form of a novel structure involving a listed trust.  The trust was listed on 29 November 2011 and is the first of its kind in Hong Kong.  The transaction was awarded the 2012 Equity Market Deal of the Year by Asian Legal Business.

In addition to his Hong Kong practice, Mr. Winter has extensive experience across Asia.  He is recognized as a leading practitioner in his areas of practice by various industry publications, including Chambers and Partners, Legal 500 Asia Pacific and Practical Law.  Most recently, the 2020 edition of Chambers Asia Pacific ranked him as a leading lawyer for China Corporate M&A.  An interviewed client remarked, “Graham has a very solid foundation of legal knowledge and has a good handle on the overall picture as well as being detail-oriented and industrious. He is creative and proactive in assisting clients to find appropriate solutions; there is no doubt a matter is in good hands with him.”  2019 Chambers Global also listed Mr. Winter as a leading lawyer for Corporate/M&A: China.

Representative Matters

Mr. Winter’s representative matters include:

M&A, including public company takeovers and take private transactions

• Acting for SABMiller plc, on its US$750m takeover of Harbin Brewery – Hong Kong’s first contested takeover under the Hong Kong Takeovers Code.  This transaction was awarded the Asian Legal Business “M&A Super Deal 2005” for the Asia Pacific Region,  the overall “Super Deal 2005” for the Asia Pacific Region and the “China Deal of the Year 2004”.
• Acting for PCCW Limited, on the HK$15.9 billion (US$2.1 billion) privatization proposal by way of scheme of arrangement, made by Pacific Century Regional Developments Limited and China Netcom.
• Acting for PCCW Limited, on the reorganization of PCCW Limited’s telecommunications services, media and IT Solutions businesses under a newly incorporated holding company, HKT Group Holdings Limited, and the proposed sale by PCCW Limited of up to 45% of HKT Group Holdings Limited.
• Acting for PCCW Limited, on the acquisition of approximately 60% of the shares in SUNDAY Communications Limited and the mandatory unconditional cash offer for the remaining shares of SUNDAY Communications Limited.
• Acting for PCCW Limited, on the proposed privatization of SUNDAY Communications Limited by way of scheme of arrangement.
• Acting for PCCW Limited, as offeror in respect of the proposed privatization of Pacific Century Premium Developments Limited by way of scheme of arrangement.
• Acting for SUNDAY Communications Limited, in relation to the sale of substantially all of its business and assets and its privatization and de-listing.
• Acting for First Pacific Company Limited, on the mandatory US$540m cash offers made by CIMB-GK Securities (HK) Limited on behalf of a company controlled by the Salim Group of Indonesia to acquire all the issued shares in, and to cancel all the outstanding options of, First Pacific Company Limited.
• Acting for First Pacific Bank and its listed holding company in relation to a strategic investment in First Pacific Bank by Mimet Fotic Investments Limited, involving the privatization and re-listing, by way of introduction, of the listed holding company of First Pacific Bank.
• Acting for First Pacific Company Limited on the sale of its interests in First Pacific Bank through the disposal of First Pacific Company’s entire equity interest in FPB Bank Holding Company Limited to The Bank of East Asia, pursuant to a conditional voluntary cash offer by The Bank of East Asia.  The entire issued share capital of FPB Bank Holding Company was valued at HK$4.36 billion.
• Acting for First Pacific Company Limited in a wide ranging refocus of core business interests, including the significant disposals of Hagemeyer NV (US$1.5 billion), Pacific Link communications (US$615m), Guardforce (US$120m), P.T. Darya-Varia Laboratoria (US$35m) and Berli Jucker Public Company (US$125m) and acquisitions of interests in Philippine Long Distance Telephone Company (US$749 million) and Indofood Sukses Makmur Tbk (US$285 million).  The Philippine Long Distance Telephone Company acquisition was awarded the Asian Legal Business “Best M&A Deal of the Year 1998”.
• Acting for Philippine Long Distance Telephone Company, the leading telecommunications group in the Philippines, in the merger of PLDT with SMART Communications, Inc. and the strategic investment in PLDT by Nippon Telegraph and Telephone Corporation (US$7.2 billion).  This transaction was awarded the Asian Legal Business “Best M&A Deal of the Year 1999”.
• Acting for Melco International Development Limited, in connection with its US$900m spin-off and separate listing of the Macau gaming joint venture established by Melco and Publishing and Broadcasting Limited of Australia.
• Acting for Melco International Development Limited, on its US$900m acquisition of one of only six gaming licences in Macau.
• Acting for Melco International Development Limited, on its US$570m acquisition of land in Macau for the construction and development of the “City of Dreams” integrated entertainment resort.
• Acting for China Resources Breweries, a joint venture set up by SABMiller plc and China Resources Enterprise Limited on its acquisition from the Lion Nathan China Brewing Group of its interests in three breweries in the PRC.
• Acting for PT Multipolar Tbk in relation to its acquisition of a group of companies engaged in the retail department store business in the PRC.

Private equity

• Acting for 3i Group plc, on its purchase of an interest in Focus Media, a PRC outdoor advertising business subsequently listed on the NASDAQ.
• Acting for 3i Group plc, in respect of its investment in PCD Stores Limited, an owner and operator of department stores in the PRC, and the sale of 3i’s shares as part of the subsequent listing of PCD Stores on the Hong Kong Stock Exchange.
• Acting for 3i Group plc, in respect of its investment in Little Sheep Group Limited, a restaurant chain with outlets principally in the PRC, and the sale of 3i’s shares as part of the subsequent listing of Little Sheep on the Hong Kong Stock Exchange.
• Acting for 3i Group plc, in relation to its investment in John Hardy Limited, involving a leveraged buyout of the John Hardy designer jewellery business.
• Acting for Affinity Equity Partners Limited in relation to its acquisition of Himart Limited, a leading Korean electrical and household goods retailer; including acting in respect of the related debt financing.
• Acting for Affinity Equity Partners Limited in relation to its acquisition of RT Sourcing Asia Limited, a sourcing and supply chain business based in Hong Kong; including acting in respect of the related debt financing.
• Acting for Affinity Equity Partners Limited in relation to its acquisition of The Face Shop, a leading Korean retailer of skin care products; including acting in respect of the related debt financing.
• Acting for Baring Private Equity Asia in relation to a number of PRC growth capital investments.
• Acting for Baring Private Equity Asia and others in relation to the sale of Netstar Group Holdings Limited to Logicalis Group Limited.
• Acting for UCL Asia Limited in relation to the acquisition and combination of the corporate services divisions of two leading accounting firms.

Capital markets

• Acting for First Pacific Company Limited, in relation to its US$500 million rights issue.
• Acting for PCCW Limited in relation to its spin off and separate listing of its telecommunications business in the form of a novel structure involving a listed trust. The trust was listed on 29 November 2011 and is the first listing of its kind in Hong Kong.  The transaction was awarded the 2012 Equity Market Deal of the Year by Asian Legal Business.
• Acting for issuers in respect of a number of initial public offerings of shares on the Hong Kong Stock Exchange and a number of listings by way of introduction.
• Acting for First Pacific Company Limited, in relation to its US$280 million rights issue.
• Acting for the placing agent or the issuer in relation to numerous share placing transactions, including “placing and top-up” transactions, in respect of companies listed on the Hong Kong Stock Exchange.
• Acting for issuers in respect of numerous debt and convertible debt offerings.

Prior to joining Gibson Dunn, Graham was a senior corporate partner in the Hong Kong office of another large international firm.