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NAB
Advisor to NAB on its A$2 billion placement, which is being underwritten by Deutsche Bank, Goldman Sachs JBWere and Merrill Lynch. The placement will allow NAB to increase funds for future acquisitions.
Lead partners: Craig Semple and Diana Nicholson.
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Primary Health Care Limited capital raising
Advisor to Primary Health Care Limited on its A$411 million capital raising via an institutional placement and share purchase plan. The funds raised will be used by Primary to further enhance Primary's capital position and repay debt.
Lead partner: David Friedlander
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Accelerated non-renounceable entitlement offer of stapled units in ING Office Fund ("IOF")
This offer comprised an institutional placement, an institutional entitlement offer and a retail entitlement offer. The offer proceeds will be used to enhance IOF's capital position, strengthen its financial position and repay existing debt. We acted for the underwriters JP Morgan, Citi and Goldman Sachs JB.
Lead partner: David Eliakim
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Asciano capital raising
Advisor to the underwriters, UBS and RBS on Asciano’s A$2 billion rights issue. The raising comprises a A$770 million non- renounceable rights issue and a A$1.23 billion placement at A$1.10.
Lead partners: Peter Cook , David Friedlander and Meredith Paynter
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Santos capital raising
Advisor to the underwriters, Citigroup, Deutsche and JPMorgan, on Australian oil and gas producer Santos’ A$3 billion capital raising, one of the largest in recent times. The capital raised will be used to fund the Papua New Guinea LNG project and FUELS redemption.
Lead partner: David Friedlander
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PacBrands capital raising
Advisor to the sole lead underwriter, UBS, on PacBrands’ A$256 million capital raising. The capital raised will be used to pay down PacBrands’ debt and for working capital purposes.
Lead partner: David Friedlander
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OneSteel capital raising
Advisor to the underwriter, UBS, on OneSteel’s A$559 million minimum capital raising. The raising will ensure OneSteel is well positioned to weather the current market environment.
Lead partner: David Friedlander
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Stockland capital raising
Advisor to Stockland on its A$1.53 billion minimum equity raising. The accelerated non-renounceable two-for-five offer was conducted alongside an institutional placement of 75 million new securities.
Lead partner: Tim Bednall
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BlueScope Steel capital raising
Advisor to the underwriter Credit Suisse on BlueScope's A$1.4 billion capital raising. The offer helped to reduce BlueScope's debt and repair its balance sheet.
Lead partners: Peter Cook and Meredith Paynter
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Alumina capital raising
Advisor to the underwriters, Macquarie Capital and UBS, on Alumina's $737 million institutional placement. The offer was a rare success for the aluminium sector in the current market.
Lead partner: Shannon Finch
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Dexus Property Group
Advisor to Dexus on a $749 million equity raising. The majority of the transaction was underwritten - a unique characteristic in the current state of the commercial real estate sector.
Lead partners: Susan Hilliard and Shannon Finch
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IBA Health capital raising
Advisor to the underwriter UBS on healthcare IT company IBA Health's successful A$123.6 million capital raising. The raising helped to strengthen IBA's balance sheet, showing its resilience in the weakened IT sector.
Lead partner: Tim Bednall
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Fairfax capital raising
Advisor to the underwriters and lead managers, ABN AMRO Equity Capital Markets and UBS AG, and working closely with the issuer's counsel, on a Fairfax A$500 million capital raising. The transaction was met with a positive response from institutional shareholders.
Lead partners: Shannon Finch and Jason Watts
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Incitec Pivot equity capital funding of Dyno Nobel acquisition
Advisor to Incitec Pivot on its A$3.3 billion acquisition of global explosive manufacturer Dyno Nobel by scrip-based scheme of arrangement, and the financing and subsequent refinancing of that acquisition. The acquisition sees Incitec Pivot transformed into a leading global chemicals company, favourably positioned to benefit from the hard and soft commodity super cycle, and moves it into the top 20 ASX-listed companies by market cap.
Lead partners: Alison Lansley and Diana Nicholson
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National Australia Bank’s A$3bn capital raising
Advisor to National Australia Bank on its A$3 billion capital raising, initially intended to raise A$2 billion, but due to significant oversubscription, was increased to A$3 billion. This was one of the largest and most successful raisings in recent times, and was conducted through a fully underwritten placement, to be followed by a Share Purchase Plan.
Lead partners: Craig Semple and Diana Nicholson
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CBA-VWAP A$2bn capital raising
This was a very large capital raising (with an institutional placement and a VWAP placement) in difficult market conditions. We adapted the documentation for the innovative VWAP placement proposal and our collaborative team approach allowed us to meet the demands of the transaction timetable.
Lead partner: Shannon Finch
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Wesfarmers’A$4.7bn institutional and retail entitlement offer and placement
Advisor to a consortium of six underwriters to the institutional component of the accelerated pro rata entitlement offering. The negotiation of the underwriting agreement and other arrangements had to be achieved quickly and efficiently. As with a number of recent capital raisings, the timing of preparation and announcement of the offer was necessarily tight to take advantage of an opening in the trading conditions on Australian and US stock markets.
Lead partner: Jason Watts
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The Westfield Group’s A$2.9bn institutional placement and subsequent stapled security purchase plan
In spite of difficult conditions prevailing in the retail property sector, particularly in the US and UK, the Westfield Group successfully placed all stapled ordinary securities offered to the market, raising A$2.9 billion. Mallesons provided comprehensive advice on the structure of the placement notwithstanding the time imperatives for execution.
Lead partner: Jason Watts and Brian Murphy _________________________________________________________________________________
CSR’s A$482m undocumented rights issue
Advisor to CSR on its A$482 million capital raising conducted through a fully underwritten placement and accelerated institutional entitlement offer together with a subsequent retail entitlement offer. The capital raising was effected using the relatively new ‘low document’ provisions for rights issues. The team worked to ensure launch of the raising within one week from first receiving instructions.
Lead partner: Jason Watts
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QBE A$2bn Underwritten Private Placement
Advisor to QBE on the largest private placement to date. We reviewed and adapted the placement documentation for the largest private placement at the time within an extremely demanding transaction table.
Lead partner: Shannon Finch
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Primary Health Care A$1.23bn capital raising
Advisor to Primary Health on its A$1.23 billion equity raising, occurring in the context of a hostile takeover bid. This was very unusual in the Australian market. In order to implement the takeover of Symbion Health Limited, it was necessary to secure debt and equity funding.
Lead partners: David Friedlander and David Eliakim
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ConnectEast capital raising
Advisor to ConnectEast Management Limited as responsible entity for the ConnectEast Investment Trust and the ConnectEast Holding Trust. This was an up to A$450 million accelerated pro rata rights issue and placement, underwritten to A$400 million by Macquarie Capital and UBS.
Lead partner: Jonathan Hamer
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Goodmans
We advised Goodman on its rights issue. Goodman was able to raise A$328 million to ultimately repay debt in a challenging market environment. The issue achieved a number of firsts, the most notable being the first hybrid by a property trust or REIT to achieve equity credit from the rating agencies.
Lead partners: Brian Murphy and Ian Paterson
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Placement and accelerated non-renounceable entitlement offer by Mirvac Group
We acted for Mirvac Group and facilitated a launch of its capital raising and completion of the institutional component of the raising by applying our market-leading experience in lo-doc raisings. This was an early transaction using the new lo-doc accelerated rights issue structure introduced by Corporations Act amendments and the recent ASIC class order.
Lead partners: David Eliakim and Shannon Finch
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Orica Rights Issue
Advisor to Orica on one of the most significant AREOs of 2008. We produced the efficient implementation of the relatively complicated accelerated renounceable entitlement offer (AREO) documentation.
Lead partner: Shannon Finch
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Australand undocumented accelerated rights issue
Advisor to the issuer (Australian law) on the first substantial (greater than A$100m) 'undocumented' rights issue to be conducted on an accelerated basis without requiring a product disclosure statement (PDS) or prospectus under the Australian and Securities Commission's class order 08/35.
Lead partner: Brian Murphy
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Billabong A$290 million capital raising
Mallesons advised the underwriter Goldman Sachs JBWere on Billabong’s capital raising. The institutional component was fully underwritten to raise A$200 million and the retail component may raise up to an additional A$90 million subject to take up. The capital raised will strengthen the company’s balance sheet and enhance financial flexibility.
Lead partner: Evie Bruce
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Smorgon-Onesteel-Bluescope Steel agreement
We acted as Australian counsel to BlueScope Steel (which became a 19.98% shareholder of Smorgon Steel Group Ltd during the course of the transaction) on the acquisition of Smorgon Steel Group Limited’s distribution business and the entry into a number of commercial arrangements with OneSteel Limited. The acquisition of the distribution business took place in connection with a scheme of arrangement between Smorgon Steel Group Ltd and its shareholders pursuant to which OneSteel Limited acquired all the shares in Smorgon Steel Group Ltd.
Lead partners: Diana Nicholson, David Friedlander
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Placement and accelerated non-renounceable entitlement offer by ING Office Fund
An early transaction using the new lo-doc accelerated rights issue structure introduced by Corporations Act amendments and the recent ASIC class order. We facilitated a launch of the capital raising and completion of the institutional component of the raising by applying our market-leading experience in lo-doc raisings.
Lead partner: David Eliakim
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Alumina Convertible bond
Alumina has agreed to issue A$350 million in principal amount of senior, unsecured, guaranteed convertible bonds due 2013 through wholly owned subsidiary Alumina Finance. The bonds are guaranteed by Alumina Ltd and convertible into its ordinary shares. The proceeds will be used to replace Alumina's existing bank debt and to assist with funding Alumina's investment in current AWAC growth projects. We acted for Goldman and Sachs JBWere.
Lead partner: Shannon Finch
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Alumina Rights Issue
Advisor to Macquarie and UBS who acted as underwriters on the Alumina rights issue. The offer will raise A$737 million under the institutional entitlement offer and that could raise a further $284.9 million from the retail entitlement offer.
Lead partner: David Friedlander
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DEXUS - institutional placement and entitlement offer
Advisor to DEXUS Property Group in a highly successful institutional placement and accelerated entitlement offer. The matter involved an underwritten institutional placement and accelerated 2-for-7 non-renounceable entitlement offer in a volatile market. To complete this deal, Mallesons prepared and negotiated the necessary offer documentation and underwriting agreement, sought advice from foreign jurisdictions, obtained necessary regulatory relief and conducted necessary due diligence in tight timeframes.
Lead partner: Susan Hilliard
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Australian Government Guarantee Schemes
Advisor to 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.
Lead partners: Greg Hammond and Ian Paterson
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AMP Services Limited - Retail bond issue
Advisor to AMP in relation to the issue of AUD$300 million of new subordinated, unsecured debt securities issued by AMP Group Finance Services. Mallesons was able to assist AMP in successfully taking this notes offer to market.
Lead partner: Greg Hammond
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A$ 600m Tier 1 convertible notes
Advisor to 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.
Lead partner: Ian Paterson
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A$1.081m Tier 1 ANZ Convertible Preference Shares (CPS )
Advisor to ANZ as issuer of the CPS. The CPS are franked mandatory convertible preference shares issued to retail and wholesale investors in Australia to refinance the ANZ StEPS. The transaction raised over A$1 billion in non-innovative Tier 1 capital for the ANZ Group. The transaction was used to refinance the ANZ StEPS and was completed simultaneously with the conversion of the StEPS.
Lead partners: Ian Paterson and Jonathan Hamer
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A$735 million Tier 1 Suncorp CPS
Advisor to 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.
Lead partners: Ian Paterson, Berkeley Cox and Jonathan Hamer
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PERLS IV
PERLS IV was an issue of Tier 1 capital in the form of a note stapled to a preference share. The issue size was $1.465 billion. We acted for the % joint lead managers ( Citigroup, Commsec, Credit Suisse, Deutsche and Goldman Sachs JBWere), advising on the due diligence procedures and preparing the Offer Management Agreement, including negotiating the complex settlement provisions for the issue of the securities.
Lead partner: Jonathan Hamer