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)
- OzForex: We advised OzForex on its successful A$600 million IPO and listing on the ASX in October 2013 - one of the largest completed Australian corporate IPOs of the year (2013).
- Nine Entertainment: We advised a selling shareholder (Oaktree Capital) on the IPO of Nine Entertainment (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).
- Tigers Realm: We advised in connection with its IPO and listing on the ASX (2011).
- 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 in November 2010 - 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 IPO by offer size in Australia that year (2011).
- Valemus: We advised German parent company Bilfinger Berger AG on the proposed A$1 billion IPO / trade sale of Valemus (formerly Bilfinger Berger Australia). Valemus was ultimately sold to Lend Lease (2010).
- Kathmandu: We advised Australian and New Zealand travel and adventure clothing retailer Kathmandu on its A$340 million IPO and listing on the ASX (2009).
- 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 the year (2009).
- Tlou Energy Limited: We advised in relation to its A$51.5 million IPO and listing on the ASX (2013).
- 360 Capital RE Limited: We advised 360, in its capacity as responsible entity of the 360 Capital Industrial Fund in relation to its A$370 million compliance listing of the Fund (2012).
- NEXTDC: We advised on the A$115 million IPO of the Asia Pacific Data Centre Group, Australia’s first listed data centre real estate investment trust (REIT) (2012). Also advised NEXTDC on its A$40 million IPO (2010).
- Miclyn Express Offshore: We advised the founding shareholder on the A$400 million plus IPO of Miclyn Express Offshore (2010).
- Kula Gold: We advised on its A$164.3 million IPO (2010).
- Aston Resources: We advised Noble Group in relation to its A$58.8 million stake in Aston Resources as part of its IPO (2010).
- carsales.com: We advised Macquarie Capital as sole lead manager and underwriter on the A$160 million carsales.com IPO (2009).
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).
- Future Fund: We advised on its A$2.4 billion block trade selldown of Telstra shares (2009).
- 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 (2012).
- 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 (2012).
- 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 (2011).
- 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 (2011).
- Healthscope: We advised the structuring advisers and joint lead managers on Healthscope Notes Limited’s A$150 million offer of subordinated notes (2010).