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AJ Lucas’ $150m acquisition of Mitchell Drilling
Mallesons advised the ASX-listed purchaser on the structuring and documentation of the financing of its strategic acquisition of Mitchell Drilling. The complex financing package included a senior secured tranche and a bridge to an innovative negotiated private equity hybrid component, which comprised convertible, redeemable yield bearing preference shares.
Mallesons was able to combine the expertise of its acquisition financing and capital markets teams to structure the transaction in a manner that produced an optimal capital structure in a very difficult and rapidly deteriorating financing environment.
Lead partners: Yuen-Yee Cho and Richard Hayes.
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CHAMP in relation to the financing of its acquisition of Centric Wealth
This deal involved the acquisition of a distressed target without the need for any new debt to finance the acquisition.
Mallesons was able to advise on the restructuring of the target’s debt facilities to provide a level of comfort around the group’s capital structure to enable it to refocus its efforts on successfully running the business and avoid otherwise imminent insolvency proceedings.
Lead partner: Richard Hayes.
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CHAMP in relation to the financing of its acquisition of Alleasing
This deal involved the acquisition of Alleasing from the Allco Finance Group, which was in receivership and administration at the time of the sale.
Mallesons was able to combine the expertise of its acquisition finance and insolvency teams in advising on the complex structuring and documentation for the acquisition and its multi-layered financing arrangements.
Lead partners: Yuen-Yee Cho and Richard Hayes.
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Morgan Stanley - mezzanine financing of Arctic Capital's investment in Living and Leisure Australia
We advised Morgan Stanley on its first significant venture into the Australian market in relation to a distressed asset. The investment was structured as a joint venture with the Packer family’s Arctic Capital vehicle to acquire the aquarium and snowfield assets of MFS. Mallesons was able to combine its acquisition finance, insolvency and capital markets expertise to structure and document this complex transaction in a tight timeframe and under difficult market conditions.
Lead partners: Nuncio D’Angelo and Richard Hayes.
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PEP’s US$1bn acquisition of American Stock Transfer and Trust Company
Mallesons acted for NAB, Goldman Sachs and ICG on the financing of PEP’s acquisition of AST, the largest deal completed by an Australian PE house in recent times. This was a strategically significant acquisition for PEP, which had previously acquired Link Market Services.
Mallesons was able to document and negotiate the financing arrangements for this multi-layered debt financing which included engaging US counsel and a substantial re-negotiation in light of changed market conditions prior to closing.
Lead partners: Andrew Deszcz, Jeff Clark and Richard Hayes.
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CSL Syndicated Facility Agreement and related financing arrangements
We acted for a large syndicate of domestic and foreign banks which participated in a syndicated facility to provide finance to CSL for the purpose of, among other things, CSL’s proposed acquisition of Talecris Biotherapeutics. The transaction raised interesting issues, particularly ensuring that the facility was permitted by CSL’s existing financing arrangements (involving a separate syndicate of banks) which were to remain on foot but which were amended to create consistency between the facilities. The deteriorating global debt market conditions in the second half of 2008 also lead to some foreign banks being unwilling to participate in the Australian debt market at the time the new facility was entered into or being only willing to lend in a particular currency.
Mallesons drafted an innovative accession structure to permit the possible future participation of financiers without requiring consent of the large syndicate of banks. The facility was also structured using separate tranches to facilitate the fact that a couple of financiers were only prepared to make available finance in certain currencies.
We also dealt with complex intercreditor issues relating to the general relationship and order of prepayment of each of the facilities. This presented a challenging environment given that some banks were a party to both facilities but others were only a party to one. We also engaged and liaised with foreign counsel in the United Kingdom, Japan and the United States to ensure the financiers obtained suitable advice in relation to those jurisdictions which were relevant to the facility, particularly in relation to withholding tax issues.
Lead partner: Jeff Clark.
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Restructuring of facilities provided to the PBL Media Group
Mallesons advised the senior financiers of the PBL Media Group in connection with the buyback and restructuring of the facilities provided to the PBL Media Group in 2007. This was a complex transaction involving over 80 senior banks and 10 mezzanine lenders.
Lead partner: Yuen-Yee Cho.
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OzCar
Mallesons advised the cornerstone financiers, including ANZ, NAB, CBA and Westpac, on the Australian Government guaranteed auto dealer floor plan initiative. This program was created to alleviate the funding pressure in the dealer financing industry.
The Mallesons team was required to negotiate a complex facility on behalf of financiers which had to meet the requirements of all stakeholders and fall within the pre-existing policy objectives outlined by the federal government.
Lead partners: Berkeley Cox and Paul Smith.
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NAB RMBS 2008-2 - RBA Repo Financing Trust
We acted for NAB in setting up National RMBS Trust 2008-2 which purchases residential mortgages originated by National Australia Bank Limited and issues notes which are intended to be ‘repo eligible’ and available for purchase by the Reserve Bank of Australia (RBA). This structure therefore allows the NAB group to access a source of liquidity.
The structure has been tailored to NAB’s requirements to permit access to RBA funding, ‘top up’ funding for new assets originated and for the structure to be unwound in some circumstances.
Lead partner: Ian Paterson.
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NAB Synthetic CDOs
We advised NAB on a risk mitigation strategy in relation to the $1.6 billion of Synthetic CDOs within its conduit portfolio. We assisted the bank in relation to entering long-dated hedges with a large global bank counterparty to strengthen NAB’s position and substantially reduce the likelihood of loss arising from the Synthetic CDOs.
This matter required application of extreme specialist knowledge in complex derivatives, CDOs and asset back securities during the most volatile period in the derivates market in history. Mallesons assisted NAB to achieve their requirements for this deal.
Lead partner: Scott Farrell.
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Export-Import Bank of the United States - V-Australia
This deal involves the delivery of three aircrafts and follows closely the series of deals involving long term financing of 17 Boeing 737 aircraft by Ex-Im Bank to Virgin Blue between 2003 and 2005, and continues our ongoing relationship with Ex-Im Bank.
We act as Australian legal counsel for Ex-Im Bank and the Australian Security Trustee. We handled the closing of two transactions - they involve the assignment of aircraft purchases, the financing of those purchases and the lease delivery (including sub-lease) of the aircraft to Virgin Blue, and the granting of securities - for three aircraft. All of the principal transaction documentation was governed by US law. The deal had a strong international element, as the seller of the aircraft and its financiers were US.
We reviewed all of the US law documents for the potential impact within Australia and Australian law, and documented and managed all Australian security documents. Mallesons’ experience in dealing with Ex-Im Bank in prior transactions, knowledge of the market and international reach were key to ensuring a smooth transaction process.
Lead partners: John Canning and John Hambly.
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Operating Lease of mining equipment to Fortescue Metals Group
This was a significant sale and leaseback involving the third force in iron ore mining in Australia.
We assisted CBA in a preliminary review which helped identify assets which, because of legislative reasons, needed to be excluded from the financing. The operating lease funding of the lessor (a CBA subsidiary) was contemplated to be via a syndicated facility so the operating lease documentation was drafted so as to ensure it met universal market acceptability criteria and the documentation and first tranche utilisation was completed in a very short timeframe.
Lead partners: James Mok and Nicholas Creed.
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Secured debt financing of two Airbus A380-800 aircraft and one Airbus A330-200 aircraft
This was Qantas’ first deal involving Airbus A380 aircraft in Australia. We advised Bank of China on behalf of a syndicate of offshore financiers in relation to the financing of three Airbus aircraft to Qantas Airways Limited utilising a section 128F facility to provide funding to the airline.
Lead partner: John Hambly.
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Export Credit Financing of four A380 Aircraft
This is the first export credit supported financing of Airbus A380 aircraft in Australia with the first of the four A380 Aircraft being delivered on 27 December 2008. The deal had a strong international element as the aircraft was delivered in France, the financiers were based in Singapore, the principal transaction documentation was governed by English law and the security documents were governed by Australian law. This is also the first deal negotiated by the export credit agencies (ECAs) with Qantas under the ECAs’ suite of harmonised documentation.
Mallesons advised on Australian law matters and the provision of tax advice. Mallesons’ experience with dealing with Qantas and knowledge of the market were key to the process of resolving Australian law related issues (such as conflict of laws, insurance, tax, security and registration) that arose under its revised suite of harmonised documents.
Lead partner: John Canning.
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China Air Sale and Leaseback
Advisor to Investec on its first transaction with China Airlines Limited. This matter involved complex cross-border issues that needed to be resolved on an ongoing basis during the course of the negotiations between Investec and China Airlines Limited. We were closely involved in all negotiations, sending a partner with language capability to Taiwan for a week of negotiations. Our knowledge of the aircraft financing market and international reach were key to ensuring a smooth transaction process for our client.
Mallesons documented and managed the transaction and acted as English law advisors for Investec starting from the negotiation of the letter of intent to the completion of the principal transaction documents. We liaised with our London office and with legal counsel and entities in the Caymans, Singapore, The Netherlands, The Republic of China and Australia to close the transaction.
Lead partners: James Mok and John Canning.
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Incitec Pivot Phosphate Hill Lease
We acted for Incitec Pivot Limited (IPL) on their AU$387 million lease financing with Australia and New Zealand Banking Group Limited.
The assets which were the subject of the lease consisted of equipment used at IPL’s Phosphate Hill. The nature and location of the assets required careful structuring.
We assisted in developing an efficient structure which satisfied all commercial objectives, and negotiated all transaction documentation.
Lawyers in both Melbourne and Brisbane across banking and finance and property disciplines combined to advise IPL on all aspects of the deal.
Lead partner: Ian Paterson.
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Incitec Pivot Limited (IPL) - A$1.68 billion Syndicated Facility Agreement
We acted for Incitec Pivot (IPL) in connection with its A$1.68 billion syndicated bank debt facility initially involving 11 banks (including both domestic and foreign banks). The facility was used to refinance in part IPL’s bridging finance which was borrowed for purposes including IPL’s acquisition of Dyno Nobel by way of scheme of arrangement in June 2008.
This transaction was particularly challenging given the state of the credit markets at the time the facility was negotiated. IPL was particularly focused on maintaining flexibility for its business and establishing an efficient guarantee structure for its financing arrangements.
The IPL business (following its acquisition of Dyno Nobel) also has a presence in countries including the US, Canada and Mexico. As a result, IPL engaged lawyers in each of these jurisdictions to provide advice in relation to guarantees which certain entities located in those jurisdictions were required to provide.
Mallesons successfully negotiated and finalised the syndicated facility within a relatively tight timeframe. To achieve the efficient guarantee structure which IPL sought, we implemented a guarantee structure which could easily apply not only to this syndicated financing, but also to IPL’s other financing arrangements.
We also ensured that the terms of the syndicated facility permitted IPL the flexibility it needed over the facility’s term. This was particularly relevant given the restructuring activities IPL was undertaking following its successful acquisition of Dyno Nobel earlier in the year.
Lawyers in the Melbourne office from both the Banking & Finance and Mergers & Acquisitions worked closely with IPL’s foreign counsel to advise on all aspects of the transaction. Mallesons’ experience acting for both syndicates of banks and borrowers assisted greatly in achieving a successful result for IPL.
Lead partner: Jeff Clark.
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Flight Centre Limited - A$320 million Syndicated Multi Currency Revolving Cash Advance Facility
We acted as lead counsel to a syndicate of leading Australian banks on an A$320 million multicurrency syndicated facility to the Flight Centre group. The financing was arranged by Australia and New Zealand Banking Group Limited (ANZ) and nabCapital.
The transaction was complicated by the need to structure the facility and covenant package to accommodate the regulatory restrictions imposed on travel agency businesses in Australia and overseas. We drafted and negotiated all transaction documentation and advised the syndicate on issues around structuring the facility within the boundaries of the regulatory restrictions imposed on travel agency businesses.
The structure was unusually complex for a syndicated facility but enabled Flight Centre to successfully obtain financing within a restrictive regulatory environment and a tight credit market. We also engaged and instructed local counsel in eight overseas jurisdictions.
Lawyers in the Melbourne office used their prior knowledge of the travel industry and its regulatory environment to advise on all aspects of the deal. The Melbourne office was assisted by lawyers in the London and Hong Kong offices.
Lead partner: Jeff Clark.
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A$685m refinancing of POWERS and US$300m cross-currency swaps
We advised the responsible entities and management of the DUET Group, a quadruple-stapled, listed infrastructure investment group, on their refinancing of obligations relating to listed Preferred to Ordinary with Exchange and Reset Securities (POWERS). This involved preparation and negotiation of significant finance and security documentation in a two-stage, complex transaction with a large number of financiers, together with detailed consequential amendment of shareholder finance documentation relating to DUET’s investments in various energy and utility entities.
We also prepared and negotiated internal and external finance documentation to effect US$300m of cross-currency swaps for the client in a short timeframe.
The deal is significant for both its size in a complex refinancing environment as well as its multiple internal and external transactions to effect the refinancing and consequential documentation amendments.
Mallesons advised DUET on all aspects of the transaction, from negotiation and preparation of terms and subsequent documentation, to coordination of all aspects of settling the refinancing transaction. Mallesons assisted DUET’s debt advisors to achieve close on a large refinancing in an increasingly difficult environment for such transactions and continues to provide ongoing advice to DUET.
A fully integrated Mallesons team, drawing on a broad range of expertise from our Melbourne Banking and Finance team, was able to provide seamless service to our clients on general corporate and corporate finance matters.
Lead partner: Jonathan Oldham.
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Northern Territory Airports: Refinancing 2009
Mallesons acted for Northern Territory Airports Pty Limited and its associated entities in relation to a A$304,000,000 Term Facility Agreement with a syndicate of banks led by Commonwealth Bank of Australia. Northern Territory Airports Pty Limited is the holding company of Darwin International Airport and Alice Springs Airport and, accordingly, is responsible for an important part of Australia’s airport infrastructure.
Mallesons and counsel for the syndicate banks streamlined the significant volume of documentation relating to the financing arrangements for Northern Territory Airports that were originally entered into in 1998. Mallesons also: (i) designed the document structure with particular attention to the interaction of the financing arrangements with the rights of the Commonwealth under the Airports Act 1996 (Cth); (ii) worked closely with all syndicate banks to ensure a harmonisation of interest rate hedging arrangements; and (iii) advised Northern Territory Airports Pty Limited in relation to airport regulatory matters.
Working within tight time frames, Mallesons worked with all parties to successfully arrive at financial close in tight debt market conditions.
Over the course of various transactions with a variety of airport holding companies, Mallesons has developed a detailed understanding of the regulatory framework applying to airports in Australia. In this context, Mallesons is well placed to advise in all finance matters relating to airport infrastructure in Australia.
Lead partner: Ian Solomon.
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Telstra Corporation Limited: Syndicated Loan Facilities 2008
Mallesons acted for Telstra Corporation Limited throughout 2008 in relation to a number of separate syndicated loan facilities, severally arranged by Commonwealth Bank of Australia, Bank of China Limited, Sydney Branch and Westpac Banking Corporation. The syndicated loan facility arranged by Bank of China Limited, Sydney Branch in particular was a complex syndication dominated by a large number of principally Asian foreign banks that were less familiar with Australian debt market conventions.
Mallesons drafted the syndicated loan facility documentation. Each syndicated loan facility was prepared to comply with the public offer test regime in section 128F(3A) of the Income Tax Assessment Act 1936 (Cth.). Deteriorating global debt market conditions in the second half of 2008 meant that some international banks were unwilling to immediately participate in the Australian debt market at the time one of the syndicated loan facilities was entered into.
Mallesons drafted an innovative accession structure to effect the possible future participation of a financier concerned by telecommunications industry exposure. Our knowledge of Telstra’s existing funding arrangements and experience in acting for Telstra in relation to previous facility documentation placed the firm in an excellent position to prepare and negotiate the documentation on Telstra’s behalf.
Lead partner: Ian Solomon.
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Austal Limited and Austal Ships Pty Ltd
We acted for Westpac in the provision of a A$100 million multi-currency contingent instrument facility to Austal Ships Pty Ltd and Austal Limited. The facility was part of a A$280 million club facility arrangement which also included ANZ, NAB and ABN-AMRO.
By negotiating and closing the contingent instrument facility for Westpac, we assisted the client in becoming one of Austal’s house bankers and helped open the door for future business opportunities between the client and its customer.
We acted on all aspects of the transaction including conducting due diligence on the existing security trust arrangements, drafting complex multi-currency switching arrangements for the contingent instrument facility and negotiating and finalising the associated ISDA documentation.
Lead partner: Nicholas Creed.
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Babcock & Brown Communities
Mallesons acted for Babcock & Brown Communities Limited (now known as Lend Lease Prime Life) on the financing of $500 million of assets. We advised on a range of financing and corporate issues and the subsequent re-financing arrangements.
The firm provided a seamless transition to the new owner of the assets. We remain as legal counsel for this client, providing an historical knowledge base and corporate knowledge to service their on-going legal needs.
Lead partner: Nuncio D’Angelo.
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United Energy - A$150,000,000 capital expenditure facility - Advanced Interval Meter Rollout
We advised the United Energy group, an electricity distributor in Victoria, on all matters relating to the raising of bank debt and equity capital required for a program to install and operate smart meter technology for Victorian electricity users.
This involved the negotiation of the A$150m capital expenditure facility and its insertion, with the consent of existing finance providers, into existing United Energy group finance documentation, together with advice on the form of equity capital to be provided by shareholders in United Energy Distribution Holdings Pty Ltd. The deal also required Mallesons to advise United Energy on matters relating to a transfer of a large shareholding as a condition precedent to close.
In a short timeframe and particularly difficult financing environment, Mallesons assisted United Energy to achieve a complete debt and equity finance solution which permits United Energy to complete its smart meter installation obligations as required by the Victorian government. A fully integrated Mallesons team, drawing on a broad range of expertise from our Melbourne Banking and Finance team, was able to provide seamless service to our client on a variety of infrastructure finance, corporate and general corporate finance matters relating to the raising of finance for an important State infrastructure project.
Mallesons has advised on United Energy’s general corporate, capital expenditure and working capital finance raisings since 2004 and continues to provide it with a full service in all banking and finance matters.
Lead partner: Jonathan Oldham.
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ANZ - $71 million financing for Zuellig Healthcare Holdings Australia's acquisition of Symbion Health Limited's Australian pharmaceutical businesses
The transaction gave Zuellig bridging finance for the acquisition of the Symbion pharmaceutical business pending the amendment of its securitisation program (to permit the securitisation of the pharmaceutical business receivables to pay down debt).
The firm advised ANZ with regard to its $71 million financing for Zuellig Healthcare Holdings Australia’s acquisition of Symbion Health Limited’s Australian pharmaceutical businesses. Different parts of the B&F team at Mallesons worked together to provide a bridging finance and securitisation solution for the borrower’s finance requirements.
Lead partner: Aaron Bourke.
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Australian Government Guarantee Schemes
We acted for the major Australian banks on the introduction of the Australian Government Guarantee Scheme for Large Deposits and Wholesale Funding and its application to their individual international and domestic debt programmes. The Australian Government Guarantee Scheme has enabled Australian banks to access capital markets at a time of grave financial crisis.
Our role included advising the banks on the scheme from the Government’s initial policy announcements to the introduction of amendments to the Banking Act and the execution of the Government’s deed of guarantee.
We also assisted the banks in working with the Government to develop a disclosure package for the issue of government guaranteed securities in the United States, as well as programme updates and trades structured to take advantage of the guarantee facility.
Lawyers in both Sydney and Melbourne combined to assist the banks. Mallesons was able to draw upon its experience in banking regulation and debt capital markets to advise on all aspects of the implementation of the Financial Claims Scheme and the Australian Government Guarantee Scheme.
Lead partners: Greg Hammond and Ian Paterson.
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AMP Services Limited - Retail bond issue
Mallesons acted for AMP in relation to the issue of AUD$300 million of new subordinated, unsecured debt securities issued by AMP Group Finance Services.
Mallesons was able to assist AMP in successfully taking this notes offer to market.
Lead partner: Greg Hammond.
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ANZ as issuer of A$600 million Tier 1 convertible notes
We acted for ANZ on the issue of A$600 million of convertible notes issued out of ANZ’s New York Branch. This security was notable for the short timeframe in which it was structured, negotiated and settled.
Mallesons was able to help ANZ to generate Innovative Tier 1 capital on a tight timeframe and during difficult market conditions. We also assisted with seeking approvals, waivers and confirmations from the Australian Prudential Regulation Authority (APRA) and the Australian Securities Exchange (ASX) and in negotiating the terms of the instruments with the investor.
Our structured finance team was able to draft the transaction documents in a tight timeframe based on previous extensive experience acting for bank issuers and other participants in the Australian hybrid market.
Lead partner: Ian Paterson.
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A$735 million Tier 1 Suncorp CPS
Mallesons acted for Suncorp as issuer of the CPS. The CPS are franked mandatory convertible preference shares issued to retail and wholesale investors in Australia and constituting non-innovative Tier 1 capital for Suncorp.
The transaction was heavily over-subscribed and raised A$735 million from retail and wholesale investors for the Suncorp Group in very difficult markets. We also assisted with seeking approvals, waivers and confirmations from APRA and ASX and in negotiating the terms of the instruments with the investor.
We were able to assist Suncorp to raise a significant amount of Tier 1 capital quickly during very difficult markets. We also assisted with seeking approvals, waivers and confirmations from APRA and ASX and in negotiating the terms of the instruments with the investor.
Mallesons combined teams from Brisbane and Melbourne to provide local and specialist expertise to structure, document and execute this transaction in difficult markets.
Lead banking and finance partners: Ian Paterson and Berkeley Cox.
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Refinancing of the QV project
Mallesons advised on the refinancing of the QV Project, a major Melbourne landmark comprising the headquarters of BHP and Sensis and a large shopping centre featuring anchor tenants Safeway, Big W and Office Works.
The QV Project is collectively owned and operated by a complex structure of holding companies and associated unit and bare trusts. This transaction was a large and high profile refinancing involving a syndicate of both domestic and foreign banks, undertaken in difficult market conditions.
Mallesons drafted finance documents to effect changes to the debt structure required as a consequence of the refinancing. This included:
The design of a novel mechanism to facilitate the retirement of a financier simultaneously with the conversion of the facility from a loan note structure to a cash advance facility
The drafting of highly sophisticated financial covenants representing current requirements for the financing of major commercial property investments
The inclusion of market disruption provisions in recognition of the challenging debt market conditions in the second half of 2008.
At short notice, Mallesons worked closely with legal counsel for the bank syndicate to amend and supplement the extensive security structure of the QV Project.
Having acted on behalf of the QV Project in relation to the financing of its development phase in 2005, Mallesons has a strong familiarity with the complexities of the existing ownership and security structure and continues to be well placed to advise on the intricacies of that project.
Lead partner: Ian Solomon.
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Niecon Development Financing (Oracle Project)
Mallesons acted for nabCapital and a syndicate of banks in relation to the A$518 million senior debt financing for the development of the Oracle Project on the Gold Coast. Comprised of one 50 level and one 40 level apartment tower and a four level retail complex, the Oracle Project represents one of the most significant recent property transactions in Australia.
The transaction involved a number of complex issues including:
The delineation of and interaction between multiple levels of debt (senior, mezzanine and preferred equity)
Design of a comprehensive consultation regime between the senior and mezzanine lenders and the preferred equity provider
Advice in relation to risks associated with lending to and taking security over the assets of a discretionary trust
Sophisticated advice and drafting in relation to compliance by the developer with the apartment pre-sale requirements, in particular the interaction of the presale contracts with the Foreign Acquisitions and Takeovers Act 1979 (Cth)
Seamless interface between project undertakings in the finance documents and the regime for project completion in the construction documents
Multiple classes of contingency reserves to provide flexibility for the developer.
Mallesons drafted and negotiated all finance documentation (including a full suite of securities) and advised the bank syndicate in relation to the issues surrounding the subordination of debt.
Based on broad and lengthy experience in major project development finance, Mallesons attorneys in both Melbourne and Brisbane across the banking and finance, tax, construction and property teams combined to advise the bank syndicate on all aspects of the deal.
Lead partner: Ian Solomon.
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Babcock & Brown Superannuation Property Instalments Plan
Under the laws at the time, Self Managed Super Funds (SMSF) were prohibited from borrowing moneys, including for the purpose of gearing into direct property ownership. Mallesons established and negotiated for Babcock & Brown a highly complex financing and investment structure (involving multiple trusts and back to back funding arrangements) that that effectively enabled SMSFs to achieve this pursuant to the “Babcock & Brown Superannuation Property Instalments Plan”. The financing structure involved senior and mezzanine warehousing facilities that were secured over the relevant properties purchased and placed into the structure. This cutting edge structure enabled our client to offer an alternative investment product to SMSFs not otherwise available in the market at the time.
The financing structure was developed specifically for our client to permit it to offer an alternative type investment to SMSFs (not otherwise available under the laws at the relevant time) and secure the relevant financing for such an investment structure.
Lead partner: Jeff Clark.
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Syndicated financing of Goodman Group
This was a significant syndicated financing transaction in the property sector. Prior to the CMBS market closing, this would typically have been done as a CMBS but in the deteriorating capital markets it was necessary to restructure this as a bank lend (and included foreign bank support).
The firm advised the Bank Group in relation to the launch of a A$1.6billion syndicated loan refinancing for one of its funds.
Lead partner: Ken Astridge.
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BOSI finance to MFS Rap
Mallesons advised on the property finance to MFS Rap for its acquisition of a portfolio of excess developmental residential and holiday letting units. The firm provided a complete service from negotiating, documenting and settling the transaction, to advising on events of default, forbearance and enforcement issues to exercising power of sale.
Lead partner: Aaron Bourke.
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Bank Apartments Development
Mallesons acted for National Australia Bank Limited in its financing of the Bank Apartments Development.
The Bank Apartments development is a 41-level apartment tower comprising 360 residential apartments and part-commercial complex situated in Southbank, Victoria and is scheduled for completion in October 2011. The Bank Apartments is one of Victoria’s largest existing high rise development projects and is being developed by a related entity of First Delta Group
Mallesons acted in dual capacities as adviser to National Australia Bank Limited as Senior Financier and to nabCapital as Mezzanine Financier under two separate facilities aggregating $131 million for the purpose of financing the construction of the development. The transaction was significant, owing to the level of debt funding provided in the context of existing financial markets and the complexity of the security structure underpinning the financing arrangements. The deal included the involvement of a security trustee and several tripartite arrangements involving third party participants to the transaction.
Mallesons negotiated all of the Finance Documents at a senior and mezzanine level on behalf of National Australia Bank Limited and was heavily involved in the due diligence and negotiations surrounding the drafting of the pre-sale legal property report. Mallesons achieved this result for its client in the context of two significant changes of law which required the amendment of the relevant underlying contracts of sale and a reconsideration of the construction of the underlying security package.
Lead partner: Jonathan Oldham.
“Mallesons is consistently renowned for being a frontrunner in financial services, with an exceptionally strong banking client base.”
Chambers Global Guide 2007-2008