Our team has implemented these structures across a variety of transactions ranging from distressed assets seeking non-traditional sources of finance to recapitalisations and equity-return structures outside of standard corporate lending practices.
Whatever your requirements may be, we will be able to guide you through the process and partner with you to achieve the best possible outcome in this constantly evolving environment.
International Trading House (TerraCom Limited) - Restructuring of TerraCom loan facility into new issue of secured notes listed on Euroclear of total face value US$142m. Two categories of notes, super senior secured and ordinary with a conversion mechanism for super senior secured into ordinary and mandatory prepayment obligations from cash flow and on certain events. Security granted in favour of a Note Trustee against assets in Mongolia, Singapore and Australia.
International Trading House (a company incorporated in Mauritius with investments in Australian resources) - Facility with upside payment linked to share price and option to exchange debt for equity in another company. Unsecured but guaranteed by a third party.
Private Equity Investor (Australian Pty Ltd company in waste and recycling) - Convertible Note, convertible into shares on maturity or listing. Secured against all assets of the company.
RCF and UniCredit, ING, Caterpillar Financial (Wolf Minerals Limited) - RCF Convertible Bridge Loan Agreement (committed and uncommitted portions) with convertible note to be issued on satisfaction of certain CPs including Corporations Law and ASX Listing Rules and standstill and restructuring of existing senior debt to allow for project ramp up. Security granted in favour of a security trustee for all Senior Lenders with separate new security granted in favour of RCF over assets located in Australia and UK.
Investec and RCF/Pala (Peninsula) - Convertible Bridge Loan Agreement with convertible note to be issued on satisfaction of certain CPs including Corporations Law and ASX Listing Rules. Security granted in favour of a security trustee for all Lenders with priority to Investec as original lender over RCF and Pala over assets located in Australia, UK and the USA.
MediaWorks: Acted for financiers providing a PIK facility to fund the acquisition by Ironbridge of the Mediaworks business in New Zealand.
Xtralis: Separate teams acted for financiers on three levels of debt (Senior, Mezzanine and RPS) to fund the acquisition Xtralis by Pacific Equity Partners.
MYOB notes: Acted for MYOB in connection with the issue of $155 million listed retail subordinated notes. The notes were issued to partially prepay the senior facilities used to fund the original acquisition of MYOB by Bain Capital in 2011 and to fund a return of capital.
Super A-Mart: Acted for Quadrant and Ironbridge in connection with the senior and mezzanine financing for the combined Super A-Mart and BBQs Galore businesses following the acquisition of a majority stake by Quadrant.
Nomura (Private company, major shareholder in Australian listed entity): s128F compliant syndicated loan note structure for $67m facility, together with two tranches of options over shares that the Borrower held in the listed entity within the group. The options are transferable, however future options are issued in accordance with the lender's note holding at the time of the issue.
APN News & Media: Acted as counsel to the subordinated bridge financier in relation to the A$132 million entitlement offer by APN News & Media Limited used to fund the $246.5 million acquisition of Clear Channel's 50% stake in its radio assets.
Transpacific Limited: Acted for Transpacific on its $1,525 million syndicated bank facility, funded in conjunction with a fully underwritten $309 million entitlement offer and subordinated convertible notes buy back.
Power: Advised the mezzanine financier on the limited recourse funding of a generation and electricity transmission project in Western Australia.
Juni Investments: Secured convertible loan note and bond structure across various holding structures in multiple jurisdictions (including the US and Korea), bound through an option deed and separate jurisdiction-specific shareholder agreements together with an onshore security trust deed.
Cura Day Hospitals: acted for Intermediate Capital Group in relation to complex financing aspects of the MBO of the Cura Day Hospitals Group, including in relation to its subsequent sale to the Fresenius Group in 2017.
AST: Acted on the financing arrangements for the acquisition of American Stock Transfer and Trust Company involving 3 layers of debt in a highly regulated environment.
Mining Services and Financial Services (confidential): Advised various mining services companies, financial services and investment funds businesses or lenders to those businesses in relation to complex corporate debt restructure programs and turn-arounds.
Private Equity and Debt Funds: Acted on a variety of fund financing structures for some of Australia's largest private equity and debt funds, including capital call facilities, subscription facilities and equity commit facilities.
Noble Group: Acted on a variety of financing transactions including project finance, trade financing, receivable financing, working capital solutions and pre-payment facilities for projects in Australia, Africa and Mongolia.