Baker & McKenzie Limited Attorneys at Law
Kowit Adireksombat is a member of the Financial Services Division. He joined the Firm in 2007 and became a partner in 2018. Since joining the Firm in 2007, he has been active in corporate transactions which include capital markets, banking and financial transactions, and mergers and acquisitions.
Kowit represents financial institutions, securities companies, and fund managers, in various transactions covering both domestic and international capital markets. He also represents clients in a diverse range of business sectors in their fund-raising activities as well as other corporate transactions, such as liability management and mergers and acquisitions. In addition, he has been advising on complex legal and regulatory matters in relation to the securities and exchange law, the financial institution business law, the bankruptcy law, and other commercial laws, including cross-border and domestic securities offerings, SEC and BOT compliance, and corporate governance matters.
Representative Legal Matters
- KASIKORNBANK Public Company Limited on its issuance and offering of USD 500 million and USD 800 million subordinated instruments intended to qualify as its additional tier 1 capital and tier 2 capital, respectively, in reliance on Regulation S as well as the issue of sustainability bonds totaling USD 100 million, which was the first sustainability bonds issued by Thai and ASEAN bank.
- Minor International Public Company Limited on the issuance and offering of USD 300 million Guaranteed Senior Perpetual Capital Securities to investors overseas. The transaction incorporated a third-party guarantee and backstop-put facility - the first such transaction to be executed in Thailand and the first in Asia Pacific outside of Korea. This deal was named the Best New Bond - The Asset Regional Awards 2018 by The Asset.
- Thai Oil Public Company Limited (TOP) and its treasury arm, Thaioil Treasury Center Company Limited (TTC), in their liability management exercise. The transaction involved a cash tender offer of the USD 1 billion existing notes of TOP and an issuance of like-kind notes by TTC, which replicated the features of the notes repurchased by TOP. This deal was named Best Liability Management Deal of the Year 2018 - Southeast Asia by The Asset Country Awards.
- Krung Thai Bank Public Company Limited on the establishment of and its issuances under its USD 2.5 billion Euro Medium Term Note Programme in reliance on Regulation S. The issuances included the USD 700 million Basel III-compliant Tier 2 notes, which was the first ever issue of this kind offered to sell by a Thai bank to tap third-party investors overseas. The deal was awarded Best Thailand Deal by FinanceAsia in 2014.
- JWD InfoLogistics Public Company Limited on the offering of debentures guaranteed by Credit Guarantee and Investment Facility (CGIF). This was the first time CGIF has provided guarantee to an MTN program issuance to increase flexibility in fund raising for the debenture issuer and to support the development of the bond market in Thailand.
- Toyota Leasing (Thailand) Co., Ltd. in its issuance of debentures through the blockchain-integrated distributed ledger technology (DLT) under the regulatory sandbox of Securities and Exchange Commission of Thailand, becoming the first company in Thailand to issue debentures through the DLT.
- Advised Betagro Public Company Limited (BTG) on its initial public offering transaction of THB 17.4 billion (approximately 463.38 million US dollar) in Thailand and international market in reliance on Reg S/Rule 144A and its listing of shares on SET. The deal was Thailand's largest IPO from the agribusiness and food and beverage sectors in over two decades and the 2022 second-largest offering in Southeast Asia.
- Advised Bualuang Securities Public Company Limited and SCB Securities Ltd. (as domestic bookrunners) and J.P. Morgan Securities Public Company Limited and UBS AG Singapore Branch (as international bookrunners) in connection with the public offering in Thailand and a global offering in reliance on Reg S/Rule 144A of the US Securities Act of shares of Siam Makro Public Company Limited (Makro), Thailand's largest operator of cash-and-carry stores, with the price of Baht 43.50 per share. The offering raised Baht 47.85 billion for Makro and its selling shareholders, namely CP All, Charoen Pokphand Holding and C.P. Merchandising. This marks as one of the largest public offering by market capitalization over the past decade.
- Advised the Ministry of Finance, State Enterprise Policy Office, and the Fund Managers consisting Krungthai Asset Management Public Company Limited and MFC Asset Management Public Company Limited on the establishment and management of Thailand Future Fund, an infrastructure fund in its initial public offering worth THB 44.7 billion to both domestic and international investors in reliance upon Regulation S and Rule 144A. This is Thailand’s landmark deal and the largest IPO in Thailand since 2015. This deal was named Best Deal Thailand by Finance Asia Achievement Awards 2018, Deal of the Year 2018 by Asian-Mena Counsel, Equity Market Deal of the Year (Premium) by Asia Legal Business SE Asia Law Awards 2019 and Infrastructure Fund IPO of the Year by The Asset Triple A Asia Infrastructure Awards 2019.
- Advised Singha Estate Public Company Limited on its dual-track offering of USD 180 million of convertible bonds and USD 50 million of shares, comprised of 400 million ordinary shares, under Regulation S. The new non-call three convertible bonds are due August 2022 and are backed by a standby letter of credit issued by Krung Thai Bank. The transaction also had a stock borrow feature and this is the largest convertible bond offering by a Thai company since 2014. This deal was named Best Deals - Southeast Asia, Thailand, Best Equity-Linked, The Asset Country Awards 2017.
- Bangkok Expressway Public Company Limited and Bangkok Metro Public Company Limited, both SET-listed companies, in their USD 2.2 billion amalgamation transaction which formed Bangkok Expressway and Metro Public Company Limited, one of the largest transportation and logistics service providers in Thailand. The transaction was the largest amalgamation deal for transportation and logistics business in the ASEAN region.
- Band 4 Individual in Capital Markets, Chambers Asia Pacific, 2023
- Up and Coming in Capital Markets, Chambers Asia Pacific, 2022
- Rising Star Partner in Capital Markets, IFLR1000, 2022 to 2023
- Rising Star in Capital Markets, IFLR1000, 2020 to 2021
Professional Associations and Memberships
- Law Society of Thailand
- Thai Bar Association
- New York~United States (2013)
- Thailand (2007)
- New York University School of Law (LLM) (2011)
- Sukhothai Thammathirat Open University (Bachelor of Economics Business Economics) (2009)
- Chulalongkorn University (Bachelor of Laws, First class honors) (2007)
Baker & McKenzie Ltd. is a member of Baker & McKenzie International, a Swiss Verein.