Acting for issuers, joint lead managers and selling shareholders, we have smoothly and successfully managed some of the most significant capital raisings in the Australian market. Our lawyers have acted on a number of the largest and most complex initial public offerings (IPOs), shareholder sell-downs and secondary and hybrid raisings of Australian corporates in each of the last five years.
This means you'll get lawyers whose experience, resources and project management skills ensure they can deal with changing timeframes and market-driven variables at short notice.
Dedicated specialists. Comprehensive knowledge of current market practice.
Our dedicated team of ECM practitioners with market-leading credentials understand the latest developments and trends in equity fundraising techniques and security types. We have also been involved in the development and refinement of supporting legal structures including the PAITREO structure.
An accessible, easy to work with approach.
We take pride in our reputation as lawyers who get in and get the work done, keeping the client's business objectives at the forefront and understanding the drivers of all participants in the process.
Working seamlessly with financial advisers.
Our team works closely and cohesively with the managers and underwriters to offerings. Several senior team members have worked in-house with major investment banks, giving us a clear understanding of their commercial drivers and requirements – a particular point of difference for us.
Good working relationships.
Contributing to a smoothly run process is our good working relationships with key regulators and industry bodies, including the Australian Securities Exchange, Australian Securities and Investments Commission and Australian Prudential Regulation Authority, and our understanding of their requirements and procedures.
Going abroad. We are connected.
While our focus is on Australian equity markets, our lawyers also work with our international legal partners on offerings which extend beyond Australia and into the Asian, European and North American capital markets.
What we do
We advise clients on all aspects of equity capital markets including acting for issuers and arrangers on:
- initial public offerings (IPOs).
- rights issues.
- large-scale placements.
- hybrids and equity-linked transactions.
- derivative transactions.
- book builds.
- management buy-outs and buy-ins.
- capital restructuring including buy-backs, capital reductions and debt-for-equity swaps.
- structured products.
- prospectuses and other disclosure documents.
- stock exchange listing requirements (for both admission and ongoing compliance).
Our experience extends to institutional and retail offerings in Australia and/or overseas, involving a variety of different securities and equity instruments.
In ensuring all aspects of a capital raising are considered, our team draws upon specialist expertise in debt capital markets, taxation, superannuation, competition, litigation, finance and other areas of the law.
Who we work with
We act for the full range of market participants including corporations, financiers, sponsors and governments. Specifically, this includes working with:
- major ASX-listed and unlisted companies.
- leading investment banks and other financial advisers.
- overseas clients who wish to invest in Australian-based companies.
- private equity firms.
- our international partner firms to ensure our clients receive seamless, quality advice on major cross-border offerings.
Initial Public Offerings (IPOs)
- Tyro: We advised fintech company Tyro, the leading independent solutions provider in Australia on its successful A$1.36 billion IPO and listing on the ASX - the largest IPO of 2019.
- FINEOS: We advised enterprise software solutions provider, FINEOS on its A$661 million IPO and listing on the ASX. FINEOS is the largest foreign technology company to list on the ASX in 2019.
- Limeade: We advised employee engagement software company, Limeade on its A$453 million IPO and listing on the ASX.
- Marley Spoon: We advised the subscription based meal-kit provider, Marley Spoon on its A$200 million IPO and listing on the ASX. Marley Spoon is the second German company to list on the ASX.
- Openpay: We advised Buy Now, Pay Later financing provider Openpay on its A$150 million IPO and listing on the ASX.
- 360 Capital Digital Infrastructure Fund: We advised 360 Capital in its capacity as responsible entity of the 360 Capital Digital Infrastructure Fund on its A$116.5 million IPO and listing on the ASX.
- WiseTech Global: We advised global logistics SaaS provider WiseTech Global on its successful IPO and listing on the ASX with a market capitalisation of A$974 million (now ~A$7 million). This was the third largest corporate IPO launched in the market in 2016.
- MYOB: We advised accounting software provider MYOB on its IPO and listing on the ASX. With a market capitalisation of over A$2 billion, this was the second largest corporate IPO launched in the market in 2015.
- Quadrant Energy: We advised the consortium of sellers led by Brookfield and Macquarie on the dual track IPO/trade sale process of Quadrant Energy. The transaction culminated with a US$2.15b sale of Quadrant Energy to Santos Limited and represents the largest and most significant completed M&A transaction in the energy sector in recent years.
- Woolworths Petrol: We advised Woolworths and its Petrol business on its dual track IPO/trade sale process which ultimately resulted in the A$1.72b sale to EG Group.
- Bravura Solutions: We advised financial services software Bravura on its A$310 million IPO and listing on the ASX.
- Oneview Healthcare: We advised high tech growth company Oneview Healthcare on its A$195 million IPO and matters leading up to its successfully listing on the ASX. Oneview Healthcare is the first Irish company to list on the ASX.
- amaysim: We advised mobile virtual network operator amaysim Australia on its A$317 million IPO and novel, tender-block trade process.
- Touchcorp: We advised mobile technology company Touchcorp on its A$162 million IPO and listing on the ASX - involving a Bermudian parent company.
- Monash IVF Group: We advised Monash IVF, the pioneers of IVF in Australia (and major shareholder Ironbridge Capital) on its A$428 million IPO and listing on the ASX.
- Redbubble: We advised the joint lead managers (Morgans Corporate and Canaccord Genuity) on the IPO and ASX listing of Redbubble, a global online marketplace for print on demand products.
- Japara Healthcare: We advised the lead manager (Macquarie Capital) on the A$450 million IPO and ASX listing of Japara Healthcare, one of Australia's leading aged care providers.
- Carbon Revolution: We advised the underwriters and joint lead managers (Evans Dixon and Bell Potter) on the A$331 million IPO and ASX listing of Carbon Revolution.
- Medibank Private: We advised the joint lead managers (Macquarie Capital, Deutsche Bank and Goldman Sachs) on the A$5.7 billion IPO and ASX listing of Medibank. This was the largest IPO of 2014.
- MySale Group: We advised online shopping retailer MySale in connection with its £340 million IPO and listing on AIM, the London Stock Exchange.
- Regis Healthcare: We advised the joint lead managers (Macquarie Capital, Evans and Partners and Morgans Corporate) on the $485 million IPO and ASX listing of Regis Healthcare, one of Australia's largest aged care operator.
- OFX: We advised leading foreign exchange payment provider OFX on its successful A$600 million IPO and listing on the ASX - one of the largest completed Australian corporate IPOs of 2013.
- Eclipx Group: We advised the vehicle and salary packaging company Eclipx Groupon its A$518m IPO and listing on the ASX.
- Spotless Group: We advised selling shareholder (Pacific Equity Partners) on the A$1.8 billion IPO of Spotless Group. The third largest IPO of 2014.
- Nine Entertainment: We advised a selling shareholder (Oaktree Capital) on the A$1.93 billion IPO of Nine Entertainment. This was the largest Corporate IPO of 2013.
- Industria REIT: We advised the joint lead managers (Macquarie Capital, UBS, ANZ Securities Limited and Morgans Financial Limited) on the A$225 million IPO of listed Australian real estate investment trust, Industria REIT (2013).
- QR National: We advised the joint lead managers (RBS, Goldman Sachs, Merrill Lynch, UBS and Credit Suisse) on the QR National IPO and listing on the ASX. With
the largest Australian IPO that year (2010).
- Collins Foods: We advised Collins Foods on its A$200 million IPO and listing on the ASX in August 2011 - the largest Australian IPO by offer size in 2011.
- Myer: We advised the Joint Lead Managers (Macquarie Capital, Goldman Sachs and Credit Suisse) on the high profile A$2.3 billion IPO of Australian retailer and department store chain, Myer - the largest IPO of 2009.
- Copper Mountain Mining: We advised TSX-listed Copper Mountain Mining Corporation on its secondary listing on the ASX.
- Kirkland Lake Gold: We advised TSX-listed Kirkland Lakes Gold on its secondary listing on ASX, the largest listing by market capitalisation on ASX in 2017.
- SeaLink: We advised the underwriters and joint lead managers (Macquarie Capital, Ord Minnett Limited and Taylor Collison Limited) mandated by SeaLink in relation to its A$154m accelerated non-renounceable entitlement offer and placement to fund the acquisition of Transit Systems Group.
- Invocare: We advised on its recent A$65 million institutional placement and A$20 million share purchase plan.
- Marley Spoon: We advised Marley Spoon on its complex cross border debt and equity funding arrangements across Germany and Australia. This deal represents the first of its kind in Australia.
- Atlas Arteria (formerly Macquarie Atlas Roads): Advised Macquarie Capital, as underwriter and lead manager on to A$450m accelerated entitlement offer undertaken by Macquarie Atlas Roads which facilitated an additional interest in APRR. We also advised Macquarie Capital as lead manager on the A$185m capital raising which facilitated Macquarie Atlas Roads to acquire its remaining 50% interest in the Dulles Greenway.
- TPG Telecom: We advised Macquarie Capital as underwriter to an entitlement offer undertaken by TPG Telecom to raise A$400m.
- Boral: We advised the joint lead managers (Citigroup Global Market, Macquarie Capital and J.P. Morgan) mandated by Boral in relation to its entitlement offer and institutional placement to raise A$2.05 billion.
- MNA Offshore: We advised the joint lead managers and underwriters (Shaw and Partners Limited, Angus Murray Capital Partners Limited and Pareto Securities Pty Ltd) mandated by MMA Offshore Limited in relation to its accelerated non-renounceable pro rata entitlement offer and placement to raise up to $97 million.
- APN News & Media Limited: We advised CBA Equities Limited, as lead manager and underwriter, in connection with the A$132 million entitlement offer by APN News & Media (2014).
- Queensland Treasury Holdings (QTH): We advised QTH on its A$0.8 billion institutional sell-down of shares in ASX-listed Aurizon (formerly known as QR National) (2013). Also advised QTH on its A$1.5 billion sell-down of shares in ASX-listed Aurizon (2012) – awarded Secondary Market Equity Raising of the Year at the 2013 AFR CFO Awards.
- Galileo Japan Trust: We represented the joint lead managers and underwriters (Macquarie Capital and Moelis) on the A$147.5 million offer and placement of units in ASX-listed real estate investor Galileo Japan Trust (2013).
- Clough Limited: We advised Macquarie Capital (Australia) Limited as underwriters in respect of the A$187 million sell-down by Clough Limited in Forge Group Limited (2013).
- Cromwell Property Group: We advised the joint lead managers and underwriters (Bank of America Merrill Lynch and RBS Morgans) on Cromwell Property Group’s A$250 million institutional placement and non-renounceable entitlement offer (2013).
- Mesoblast Limited: We advised Bank of America Merrill Lynch as lead manager and bookrunner on Mesoblast Limited’s A$170 million institutional placement (2013).
- FKP Property Group: We advised Goldman Sachs as lead manager and underwriter on FKP Group’s A$208 million accelerated non-renounceable pro rata entitlement offer (2012).
- Echo Entertainment Group Limited: We advised the underwriters, Macquarie Capital and UBS, on the accelerated renounceable entitlement offer of Echo Entertainment Group to raise A$454 million (2012).
- SP AusNet: We advised the underwriters (Macquarie Capital and UBS) on the accelerated non-renounceable pro rata entitlement offer of SP AusNet to raise approximately A$434 million (2012).
- Bank of Queensland Limited: We advised Bank of Queensland on its accelerated non-renounceable pro rata entitlement offer and institutional placement to raise approximately A$450 million (2012).
- Origin Energy Limited: We advised Origin Energy on a range of capital markets transactions including on its A$2.3 billion pro rata renounceable entitlement offer using the innovative PAITREO structure, representing one of the largest rights issues in Australian corporate history (2011).
- Super Retail Group Limited: We advised the joint underwriters, Macquarie and RBS, on Super Retail Group’s A$334 million PAITREO entitlement offer (2011).
- DUET Group: We advised the joint lead managers (CBA Equities and Macquarie Capital) on DUET Group’s A$277 million fully underwritten entitlement offer (2011).
- Transpacific Industries Group Ltd: We advised on its raising of approximately A$309 million and new A$1.525 billion debt facility (2011).
- Gindalbie Metals Limited: We advised on its 1 for 3 non-renounceable accelerated pro-rata entitlement offer comprising an approximately A$119 million institutional component including a placement to joint venture partner Ansteel and an approximately A$90 million retail component (2011).
- Asciano Limited: We advised Asciano (as issuer) on its landmark A$2.35 billion placement and accelerated entitlement offer - widely touted as ECM deal of 2009. This was a company transforming transaction and the largest non-financial institution raising of the year (2009).
- Macquarie Media Group (now Southern Cross Media Holdings): We advised Macquarie Media Group on its A$294 million accelerated renounceable entitlement offer - only the second SAREO of its kind ever and the first to involve a stapled structure (2009).
- Suncorp: We advised Goldman Sachs as Arranger and Commonwealth Bank of Australia, Morgans, UBS National Australia Bank and Westpac Institutional Bank as Joint Lead Managers for the Suncorp's issue of Capital Notes 3 to raise A$300m.
- Bank of Queensland (BOQ): We advised Bank of Queensland on its offer of Additional Tier 1 Capital Notes to wholesale investors to raise A$150 million. We also advised BOQ on its A$300 million raising of Additional Tier 1 convertible preference shares.
- Caltex Australia Limited: We advised the joint lead managers (Citigroup, UBS, NAB and Westpac) on Caltex’s A$550 million subordinated notes offer – awarded Hybrid Issue of the Year at the 2013 AFR CFO Awards (2013).
- MYOB Finance Australia: We advised MYOB Finance Australia as Australian legal counsel on its A$155 million offer of subordinated notes.
- Australian Unity: We advised Evans and Partners and National Australia Bank as Joint Arrangers and Joint Lead Managers, and ANZ as Joint Lead Manager on Australian Unity Limited's $200 million offer of Simple Corporate Bonds.
- APA Group Limited: We advised the joint lead managers (Credit Suisse, Evans & Partners, Macquarie Capital, Morgan Stanley, RBS and RBS Morgans) on APA Group’s A$515 million offer of ASX-listed hybrid notes.
- Woolworths Limited: We advised Woolworths on its A$700 million offer of subordinated notes - awarded Hybrid Deal of the Year at the Insto Awards 2012.
- Origin Energy Limited: We advised Origin on its A$900 million offer of hybrid notes listed on the ASX, and successful pricing and allocation of a Euro 500 million hybrid issue worth approximately A$680 million.
- Healthscope: We advised the structuring advisers and joint lead managers on Healthscope Notes Limited’s A$150 million offer of subordinated notes.