Colonial Funds Management Securities
The issuance of $700 million of hybrid securities was the first effective economic securitisation of funds management fees in Australia. The coupons on the FMS, and in some cases repayment of capital, depend on the fees generated by the Australian funds management business currently conducted by Colonial First State entities, which are members of the Commonwealth Bank of Australia group. This is a new and significant asset class.
BIS Cleanaway Exchangeable Notes
We advised BIS Cleanaway, and its private equity sponsors, in relation to an underwritten issue of subordinated exchangeable notes to raise up to $160 million. The issue was conducted in conjunction with refinancing related to the acquisition by private equity interests of the BIS Cleanaway business from Brambles.
Paperlinx Step-Up Securities
The issue of step-up perpetual, exchangeable, preference units in a managed investment scheme to raise up to $300 million. This was the first example of adapting a trust preferred security structure from the financial institution hybrids to a corporate entity.
CBA PERLS III
The deal represented an unwind of a significant complex hybrid product in the Australian hybrid market, which required financing strategies for the redemption of the PERLS being conducted at the same time as the new PERLS III offer. Once the redemption process commenced, it was irrevocable, so security of financing was of paramount importance.
CBA PERLS IV
We acted for the 5 Joint Lead Managers in the $1.465 Bn issue of perpetual exchangeable resaleable listed securities by Commonwealth Bank. The issue involved a stapled security and qualified for APRA capital requirements as Tier 1 Capital ( non-innovative). Settlement arrangements for this large issue through CHESS were complex.
Westpac Trust Preferred Securities
We acted as legal adviser to Westpac Banking Corporation in the issue by Westpac Funds Management Limited, a wholly owned subsidiary of Westpac, of new innovative Tier 1 securities, known as Westpac TPS, to raise $750 million.
Orica Step-Up Preference Securities
We advised Citigroup and Macquarie as lead managers on Orica’s hybrid issue of step-up preference securities. Proceeds from the capital raising were applied to fund Orica’s $900 million acquisition of Dyno Nobel’s European, Middle Eastern, African, Asian and Latin American operations from Macquarie Bank.
Sydney Flyers
We advised Sydney Airport on the issue of $650 million in ASX-listed subordinated notes (SKIES). The deal involved the cancellation of FLIERS (redeemable preference shares) prior to their expected redemption date and a simultaneous issue of a new hybrid security, resulting in continuity in Sydney Airport’s hybrid funding arrangements.
Dyno Nobel Step -Up Securities
Using a similar issue structure to the PaperlinX SPS, Dyno Nobel raised $250m through the issue by the Dyno Nobel SPS Trust of preference units. The issue was successfully completed at good pricing for Dyno Nobel and demonstrated the advantages of this funding mechanism to groups with overseas operations.
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