Recent advisory roles Australia

Recent advisory roles

Australia

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July 2009 - Present
MMG internalisation and capital raising	Acted for Macquarie Capital Advisers and RBS Equity Capital Markets as underwriters for an entitlement offer to raise A$294 million for Macquarie Media Group (MMG). The firm also advised Macquarie Capital Group on the internalisation and corporatisation of MMG.
CSR	Acted for CSR on its A$375 million Simultaneous Accelerated Renounceable Entitlement Offer. Proceeds of the Offer will be used to pay down debt and facilitate the demerger of CSR’s Sugar and Renewable Energy business, resulting in two well capitalised standalone companies on the ASX.
Nestlé	Acted for Nestlé on the sale of its Australian Lean Cuisine and Papa Giuseppi's Australian frozen meals business to Simplot. The agreement provides Nestlé with a base for accelerating its growth in Foods on a profitable basis.
Servcorp	Acted for Servcorp on its A$80 million capital raising which will help fund its global expansion and the roll-out of at least 100 new floors over the next three to four years, the vast majority of which will be `virtual office' floors.
IAG Finance	Acted for IAG Finance (New Zealand) on a proposed restructure of its A$550 million Reset Exchangeable Securities (RES). If the amendments are approved, the RES will qualify as innovative Tier 1 regulatory capital under APRA rules.
Australian Pharmaceutical Industries (API)	Acted for the underwriter, RBS, on API’s A$150m capital raising. The funds raised will be used to reduce API’s net debt, allow for investment in its Priceline model and provide flexibility for future growth.
Oil Search	Acted for the lead managers, Macquarie and Morgan Stanley, on Oil Search Limited’s A$895 placement. The capital raising will assist Oil Search in funding various gas growth opportunities.
Brookfield Multiplex	Adviser to Brookfield Multiplex on its second secured retail bond issue this year, “Brookfield Secured Bonds Series B” (BSB-sB), which will raise A$65 million. The Mallesons team leveraged experience of the first issue to ensure a quick launch for the client.
Brookfield Asset Management	Acted for Canadian fund manager Brookfield Asset Management on a A$1.8 billion equity recapitalisation initiative for Babcock & Brown Infrastructure (BBI). The cross-practice Mallesons team helped to finalise the complex deal in a short space of time.
CHAMP Private Equity	Acted for CHAMP on its US$655m sale of United Malt Holdings (UMH) to GrainCorp Limited. The sale is one of CHAMP’s largest exits and reflects emerging exit opportunities for good private equity backed businesses.
CBA PERLS V	Adviser to 13 lead managers (JLMs) on Commonwealth Bank of Australia’s A$1.5 billion hybrid issue - PERLS V. This is believed to be the largest number of JLMs ever engaged on an Australian equity capital offer.
Campbell Brothers capital raising	Advisor to the underwriters J.P. Morgan and RBS Morgans on Campbell Brothers’ A$196.6 million capital raising. The raising is a non-accelerated renounceable structure, under which rights can be traded on the ASX - an unsual structure in the current market.
Lynas Corporation capital raising	Adviser to the underwriter, J.P. Morgan, on rare earths group Lynas Corp’s A$450 million capital raising. Mallesons worked closely with Lynas’ advisers and J.P. Morgan’s internal counsel to ensure the tight deadline was met. The funds raised by Lynas will be used for the first phase of the company’s Mount Weld project in Western Australia and associated processing facility in Malaysia, with the balance used for working capital.
Cheung Kong Infrastructure Finance (Australia) Pty Limited (CKI Australia)	Adviser to CKI Australia on a A$510 million syndicated loan to the company. CKI is the largest infrastructure company listed on the Hong Kong Stock Exchange.
Elders Limited (Elders) capital raising	Acted for the joint lead managers, Goldman Sachs JBWere and RBS on a capital raising for Adelaide-based real estate company Elders. The company is seeking to raise A$550 million to repay debt and strengthen its balance sheet.
Future Fund of Australia	Acted for the Future Fund of Australia on its first major direct real estate acquisition - a one third interest in a limited liability partnership that holds the Bull Ring Shopping Centre in Birmingham, UK, with a purchase price of £200million+. The size of the deal is significant in the UK real estate market, where very few investment-grade transactions have occurred since the collapse of Lehman Bros.
Horizon Oil	Acted as legal adviser to Horizon Oil on the sale of part of its PNG assets to global oil and gas company Talisman Energy. The transaction included the transfer of a working interest and the shares in a wholly-owned subsidiary of Horizon Oil to Talisman.
Victorian desalination plant PPP	Advised the senior financiers and mezzanine financiers to the AquaSure Consortium, which was appointed by the Victorian Government to design, finance, construct and operate Australia’s largest desalination plant. This is the biggest PPP transaction of 2009.
Sigma Pharmaceuticals capital raising	Advised the underwriter, Deutsche Bank, on this A$297m capital raising. The offer follows Sigma’s acquisition of a Bristol-Myers Squibb unit in Melbourne.
Metro Trains Melbourne (MTM)	Advised Metro Trains Melbourne (MTM) on all legal aspects of its successful tender to operate the Melbourne Metropolitan Train system. MTM has signed a franchise agreement with the State of Victoria to operate the system for eight years.
Maryborough Sugar Factory (MSF)	Advised MSF on all aspects of its proposed off-market takeover offer for Tully Sugar. If successful, the merger will produce the first listed “pure sugar” company of significant size on the ASX.
Photon Group capital raising	Acted for the underwriter, Morgan Stanley, on Photon Group’s A$115m capital raising. The offer consists of a one-for-two rights issue to shareholders and an institutional placement, both fully underwritten by Morgan Stanley.
Challenger Financial Services Group	Acted for Challenger on the A$385m sale of its mortgage aggregation business to National Australia Bank. Challenger has an Australian network of nearly 6000 brokers.
Adelaide and Bendigo Bank capital raising	Acted for the joint lead managers and underwriters, J.P. Morgan and Macquarie Capital Advisers on this A$300m capital raising. The deal was completed successfully in a very compressed timetable, despite the decision to use a prospectus.
Microsoft	Acting for Microsoft in regards to the Australian competition law aspects of a proposed internet search transaction with Yahoo!, which will become the exclusive worldwide sales force for both companies' premium search advertisers.
NAB	Advised NAB on a private wealth management alliance with Goldman Sachs JBWere (GSJBW). The strategic alliance saw NAB acquire 80 per cent of GSJBW’s private wealth management business in Australia and New Zealand.
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.

Jan 2009 - Jun 2009
Wyllie Group	Advisor to Perth-based property and corporate investor Wyllie Group on the A$18.3 million purchase by Wyllie Developments of its 50% joint venture partner’s share in the Abbotsford Foster's Property Trust. The portfolio consists of seven high value properties in inner suburban Melbourne.
Primary Health Care	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.
Xstrata	Advisor to Xstrata PLC on Australian law aspects in relation to discussions with Anglo American on their proposed A$83bn merger.
ING Office Fund (IOF)	Advisor to joint lead managers, JP Morgan, Citi and Goldman Sachs JB Were, on IOF’s accelerated non-renounceable entitlement offer of stapled units. The offer proceeds will be used to enhance IOF’s capital position, strengthen its financial position and repay existing debt.
Asciano capital raising	Advisor to the underwriters, UBS and RBS on Asciano’s $2bn rights issue. The raising comprises a A$770 million non-renounceable rights issue and a A$1.23 billion placement at $1.10.
Citi Group joint venture	Advisor to Citi Group on the Australian aspects of a US$2.7bn global joint venture with Morgan Stanley. The joint venture merged the two companies’ retail broking businesses in the US, Europe and Australasia to form Morgan Stanley Smith Barney.
Santos capital raising	Advisor to the underwriters Citigroup, Deutsche and JPMorgan on Australian oil and gas producer Santos’ A$3bn 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.
Department of Climate Change	Mallesons is a key legal panel member for the Department of Climate Change, the Government department charged with implementing Australia’s climate change policy, including the CPRS.
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.
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.
Stockland capital raising	Advisor to Stockland on its A$1.53bn minimum equity raising. The accelerated non-renounceable two-for-five offer was conducted alongside an institutional placement of 75 million new securities.
BlueScope Steel capital raising	Advisor to the underwriter Credit Suisse on BlueScope's A$1.4bn capital raising. The offer helped to reduce BlueScope's debt and repair its balance sheet.
Alumina capital raising	Advisor to the underwriters Macquarie Capital and UBS on Alumina's A$737 million institutional placement. The offer was a rare success for the aluminium sector in the current market.
Australian Agricultural Company (AAco)	Advisor to Northern Territory-based beef producer AAco on the sale of two sizable stakes in the company. Mallesons advised AAco through both sale processes including providing detailed advice on ASX listing rules and corporate law issues.
Alesco Corporation	Advisor to industrial marketing and distribution company Alesco on the sale of its scientific and medical division, Biolab, for A$175 million to US-based Thermo Fisher Scientific. The sale has allowed Alesco to focus on investment into its other businesses.
Dexus Property Group	Advisor to one of Australia's largest listed property groups Dexus on a 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.
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.
Nestlé Australia and Societe des Produits Nestle S.A.	Advisor to Nestlé Australia Ltd and Societe des Produits Nestlé S.A. in their acquisition of Fonterra's Peters ice cream business in Western Australia. Nestlé now owns the best selling Peter's ice cream brand Australia wide.
Wyeth	Advising Wyeth in Australia and New Zealand on its proposed US$68bn merger with Pfizer. Mallesons’ work involves co-ordinating with Pfizer to prepare applications for clearance for the deal from the ACCC and New Zealand Commerce Commission.
Unimin Australia	Advisor to industrial minerals mining company Unimin Australia on all aspects of its cash takeover offer for Consolidate Rutile Limited, a mineral sands explorer and producer based in Australia. The offer was one of the few cash bids in the current financial climate.
Fairfax capital raising	Advisor to the underwriters and lead managers, ABN AMRO Equity Capital Markets and UBS AG, and worked 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.
Chinalco	Advisor to Chinalco on its proposed investment in the Rio Tinto Group. This transaction is the largest ever proposed outbound investment by a Chinese State Owned Enterprise.
Hunan Valin	Advisor to Hunan Valin Iron on its A$1.2bn acquisition of a stake in Fortescue Metals. This transaction marked one of China’s largest direct investments in offshore iron ore production companies.
Lion Nathan	Advisor to Australian beer and wine producer Lion Nathan on its acquisition by Japanese brewer Kirin Holdings. Kirin’s takeover offer values Lion Nathan at A$6.5bn.
Westfield Group	Advisor to Westfield on its A$2.9bn Institutional Placement and subsequent stapled security purchase plan. As with a number of recent capital raisings, the transaction was executed within a short space of time to take advantage of an opening in market conditions.
Buru Energy	Advisor to Buru Energy on an all-cash takeover offer by private company Arenite Pty Ltd.
AMP Group	Advisor to AMP on its retail notes offer, which raised a total of A$293 million. The offer was one of the first listed retail debt issues to be undertaken in recent times and was offered in both Australia and New Zealand under the Trans-Tasman mutual recognition scheme.
Qantas capital raising	Advisor to the underwriters on Qantas' A$500 million capital raising - one of the largest capital raisings this year.
IOOF Holdings Ltd (IOOF)	Advisor to IOOF on its merger with Australian Wealth Management. The merger will form a financial services company with nearly A$90 billion of funds under management, administration, advice and supervision.
Xstrata	Advisor to Xstrata on the proposed £4 billion equity raising to pay down debt and help fund the acquisition of the Prodeco thermal coal assets from Glencore, the Swiss commodities trader. Mallesons undertook the due diligence for Australia, Canada and South America.
Vectis	Advisor to Vectis Group Pty Ltd on its takeover bid for property software company Espreon. Vectis is a private equity firm with a focus on service, software and content businesses.
Avexa	Advisor to Avexa on its merger with Progen Pharmaceuticals. The merger will create one of the biggest biotechnology groups in Australia.
Babcock & Brown Wind Partners	Advisor to [Babcock & Brown Wind Partners on its separation from Babcock & Brown.
Macquarie Infrastructure Group	Advisor to Macquarie Infrastructure Group on the sale of the Westlink M7 motorway to Western Sydney Road Group.
National Broadband Network	Advised Telstra on its proposal to rollout and operate the Australian Government’s national fibre-to-the-node next generation broadband network (NGN), giving strategic advice on all aspects of its proposal.
Masbate Gold Project	Advised BNP Paribas to fund the development and operation of the Masbate Gold Mine in a remote area of the Philippines. This was only the second project financed mine in the Philippines for some 20 years (Mallesons also acted in the first).
Superpartners	Advisor to Superpartners, Australia’s largest administrator of superannuation funds, on the replacement of its core funds administration platform and the implementation of a SAP Enterprise Resource Planning (ERP) system. Mallesons worked with Superpartners to negotiate innovative licensing and support arrangements.

2008
GE sale of Wizard Home Loans	Advisor to GE on stamp duty and GST issues associated with sale of Wizard Australia-wide. The work involved considering the totality of the assets being transferred.
Australian Government Guarantee Scheme	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 programs. The scheme has enabled Australian banks to access capital markets at a time of grave financial crisis.
British Airways	Advisor to British Airways on the proposed $8 billion merger with Qantas, via a dual-listed company structure.
Brookfield Multiplex	Advisor to Brookfield Multiplex on the Wembley Stadium shareholder class action.
Lion Nathan	Advisor to Lion Nathan on its $8 billion bid for CC Amatil. The proposed deal would have represented one of the largest offers in the Australian beverages sector in recent times.
CSR	Advisor to CSR on its 2008 $482 million capital raising conducted through a fully underwritten placement and institutional entitlement offer together with a subsequent retail entitlement offer.
National Australia Bank Limited	Advisor to National Australia Bank on its $3 billion capital raising in November 2008. The capital raising 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.
QBE capital raising	Acted as counsel for JP Morgan, Macquarie Capital Advisers and Merill Lynch on QBE's $2 billion underwritten private placement . This was a very large capital raising in difficult market conditions.
Goodman Group capital raising	Advisor to the underwriters on Goodman's accelerated non-renounceable entitlement offer and placement. The capital raising is the largest non-traditional undocumented rights issue that has proceeded in accordance with ASIC Class Order 08/35 which exempts the issuer from preparing a disclosure document, to date.
BG Group	Advisor to BG Group, one of the world’s largest providers of natural gas, on its successful $5.6 billion takeover of Queensland Gas Company (QGC) from AGL.
Xstrata	Advisor to Xstrata in the sale of an interest in Resource Pacific to Japan-based trading conglomerate Marubeni Corporation.
ARC Energy merger with AWE	Advisor to ARC in its merger with AWE to create a $2 billion mid-tier oil and gas company.
BMA (BHP Billiton Limited and Mitsubishi Corporation)	Advisor to BMA on all aspects of BMA's acquisition of the assets comprising the New Saraji Coal Project from New Hope Corporation Limited.
Canada Inc, C/o CHC Helicopter Corporation	Advisor to Australian counsel for First Reserve Corporation in relation to its acquisition of CHC Helicopter Corporation (incorporated in Canada).
Dow Chemical Pacific (Singapore) Pte Ltd	Advisor to The Dow Chemical Group on Australian aspects of a proposed global joint venture arrangement with Petrochemicals Industrial Corporation (PIC).
Credit Suisse as Facility Agent and Security Agent	Advisor to Credit Suisse on the acquisition by Carter Holt Harvey Group of Weyerhaeuser Company's Australian timber manufacturing and distribution businesses
Allco Finance Group Limited	Advisor to Allco Finance Group and its co-investment partners of their US wind energy interests
BG Group	Advisor to BG Group Plc on its $13.8 billion bid for Origin Energy Ltd.
Asciano	Advisor to Asciano on its response to a takeover proposed by TPG and Global Infrastructure Partners.
Chinalco	Advisor to Chinalco in relation to Chinalco’s and Alcoa’s acquisition of a 12% interest in Rio Tinto.
Opes Prime	Advisor to the administrator of Opes Prime in a high profile, high value administration.
Xstrata	Advisor to Xstrata plc on its $3.5 billion acquisition of Jubilee - one of the most significant successful takeovers completed in mining in Australia for 2007/08.
Incitec Pivot	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.
Primary Health Care	Advisor to Primary Healthcare Ltd on its $2.1 billion acquisition of Symbion Health Ltd.
Pacific Equity Partners (PEP)	Advised NAB, Goldman Sachs and ICG on the financing of PEP’s acquisition of American Stock Transfer and Trust Company. This was a strategically significant acquisition for PEP, which had previously acquired Link Market Services.
Palmary Enterprises	Advisor to Palmary Enterprises Ltd on its $1.3 billion acquisition for Consolidated Minerals Ltd.
CVC Asia Pacific	Advisor to CVC Asia Pacific on its $1.2 billion acquisition of a 65% stake in Australian tourism company, Stella Group.
Lion Nathan	Advisor to Lion Nathan in succesfully defending trade mark infringement proceedings commenced by E. & J. Gallo in relation to its Barefoot wine brand and Lion Nathan major new beer launch, Barefoot Radler.
Telstra	Advisor toTelstra in multiple sets of Federal Court proceedings brought against the ACCC and various telecommunications.

2007
British Airways	Advisor to British Airways in relation to allegations of cartel activity in the air cargo and air passenger industries including co-ordinating BA’s response to the allegations in Asian jurisdictions.
Lion Nathan	Advisor to premium alcoholic beverage producer, Lion Nathan, on the A$325 million agreement to purchase Tasmanian brewer J Boag & Son Pty Ltd from San Miguel Corporation.
Primary Health Care	Advisor to Primary Health Care on its proposed buyout of Symbion Health.
SPAusnet	Advisor to SP AusNet in relation to its acquisition of certain gas and electricity assets from Singapore Power at approx A$8 billion.
Babcock & Brown	Advisor to Babcock & Brown/Singapore Power in its acquisition of Alinta. The bid was significant given its size and the ensuing consolidation of the Australian energy market.
Macquarie Bank	Acted as Australian counsel to Macquarie Group Limited in connection with the restructure of its consolidated group of companies and related refinancing. This was the first non-operating holding company restructure by a major Australian bank and involved the drafting of new legislation and novel regulatory relief.
Toll Holdings	Acted as legal counsel to the lending syndicate on the $5.2 billion facility arranged by Toll Holdings as a result of its takeover of Patrick Corporation and its split of the group to create Asciano Ltd.
Macquarie Bank	Advisor to several companies within the Macquarie Group in proceedings in the NSW Supreme Court relating to the collapse of New Cap Re.
NCA Marketing Limited v Kremikovtzi	This matter involved a complex dispute in relation to an international sales contract between a commodities supplier and an East European purchase. Involved resolution by international arbitration.
Mitsubishi	Advisor to Mitsubishi Corporation on the joint venture arrangements and 50% iron ore acquisition of Murchison Metals.
TPG	Advisor to theTPG led private equity consortium in respect of its potential takeover offer for Coles.
Westfield	Advisor to Westfield on its A$3 billion rights issue to fund future business activities including an extensive development pipeline, the second largest capital raising in Australia.
Telstra	Advisor to Telstra in proceedings brought by the Seven Network and its pay television subsidiary C7. The claim concerned whether arrangements relating to the AFL and NRL pay television rights reduced competition in relevant markets. The proceedings were arguably unprecedented in their scale and complexity. Telstra successfully defended the case and costs were awarded against Seven.
TRU energy	Advisor to TRUenergy in its negotiation of an asset swap arrangement with AGL involving the sale by TRUenergy of its Torrens Island gas fired power station.
Airline Partners Australia Limited	Advisor to the Airline Partners Australia Limited consortium in its A$11 billion private equity takeover bid for Qantas Airways Limited.
Credit Suisse	Acted as legal and tax adviser on PL100-WorldWater, Structured Product of the Year. Credit Suisse and Equity Trustees Limited (EQT) successfully closed the Credit Suisse PL100-WorldWater Trust (PL100WorldWater), a novel investment product, with A$113 million in funds under management.
CVC	Advisor to CVC in its successful $5 billion acquisition of 75% in PBL Media.
CVC	Advisor to CVC in negotiating, documenting and closing its A$2 billion debt financing package to fund its purchase of 100% of the share capital of DCA Group Limited.
NIB	Advisor to NIB on the first demutualisation and listing of a private health insurer in Australia.
Telstra	Advisor to Telstra in its constitutional challenge to access regulation to allow Telstra to pursue legitimate commercial objectives in the interests of shareholders free of improper or unnecessary regulatory constraint.