Partnering with clients to provide on-demand contract lawyers, giving in-house legal teams the confidence to be agile.
Our finance specialists advise on a full range of corporate, real estate, project and structured finance transactions. We have great depth and breadth of experience advising national and multinational corporations, national and international banks, investment banks, other financial institutions and intermediaries and government organisations. MinterEllison is one of the few major law firms appointed to the legal panels of all four major Australian banks.
We have a proven track record, and are widely recognised for our technical and commercial expertise, and ability to deliver practical, innovative solutions. Clients applaud our accessibility, partner responsiveness, and timely, cost-effective service.
Our offices in New Zealand, the United Kingdom and Asia enable us to provide a seamless service on multi-jurisdictional finance transactions.
Acting for the Victorian Government on the proposed multi-billion dollar privatisation of the Port of Melbourne, Australia's largest container port. It is anticipated that leasing of the port will help improve the efficiency of the port and provide funding to support new transport infrastructure projects.
Advised M2 Group on its A$250m private treaty acquisition of Dodo and recommended takeover of Eftel Limited. The transaction involved parallel acquisitions of a publicly listed entity (Eftel) and a private entity (Dodo) where the vendor of the private entity had a majority shareholding in the listed entity. This required careful consideration of independence issues and potential collateral benefit issues.
Advised Healthscope in its A$2.7bn takeover by scheme of arrangement by private equity consortium Texas Pacific Group (TPG) and The Carlyle Group. The recommended offer was the culmination of an intense bidding war between a number of private equity groups. Given the bidding duel, the transaction dynamics and strategies changed regularly and quickly. We had a key advisory role and were able to provide urgent and constant strategic and legal input as required in the bidding process.
Acted together with Allen & Overy as joint legal advisers to the Lloyds Banking Group on the sale of its Australian asset finance business, Capital Finance Australia Ltd (CFAL), and its corporate loan portfolio, BOS International Australia Ltd (BOSI) to Westpac Banking Corporation for approximately A$1.55 billion in total.
Advised Australian private equity firm Anchorage Capital Partners on a share purchase agreement with Woolworths Limited to acquire Dick Smith Electronics. Under the agreement, Anchorage will purchase 100% of the business, including 327 stores employing more than 4,500 people. We subsequently advised Dick Smith Electronics on its successful $344.5 million Initial Public Offering on the Australian Stock Exchange.
Advised Qantas on the funding for the acquisition of three Boeing 737 aircraft. This involved the use of a multiple tranche facility in both Australia and New Zealand.
Acting for the NSW Department of Housing and the Department of Finance & Services on the new NSW Social Housing PPP at Airds-Bradbury. This (approx) A$500 million project involves the renewal and revitalisation of a social housing estate with 1470 dwellings located in the Campbelltown local government area. As principal legal advisors to the NSW government on only the second project of its kind in Australia, this is one of the most complex infrastructure projects to be delivered under the PPP framework to date.
Advised New South Wales Health Infrastructure on the design, construction and build of the Northern Beaches Hospital PPP Project using a clinical services outsourcing model, including procurement and financing structures, managing diverse stakeholder interests and NSW Government and NSW Health policy issues. The finalised RFT structure and documentation was endorsed by the NSW Government as a preferred core procurement methodology for hospitals in the State going forward.
Acted for Commonwealth Bank of Australia in relation to the financing of a 50% investment by National Pension Service of Korea (NPS) into a $360 million+ industrial property joint venture with the DEXUS Property Group.
Acted for Equis Asia Fund on the shareholders and funding arrangements with Partners Group, DEG and FMO establishing the clean energy infrastructure fund Soleq.
Facilities to a joint venture property trust between Abacus Property Group and KKR for the acquisition of Oasis Shopping Centre, Broadbeach (advised financiers, 2015).
Acted for the Carewest consortium (Westpac/Abigroup/Honeywell/Medirest) on its bid for the Orange Hospital PPP project. We advised on all aspects of the consortium's bid to NSW Health on this project to finance, design, construct and facilities manage a new hospital in Orange, NSW.
Advised the New South Wales Government (NSW Treasury) on the refinancing of Port Botany and Port Kembla in NSW. The project was unique, involving the contemporaneous refinancing and long term lease of two major Australian ports. Our role included extensive legal analysis of the existing assets and businesses and the regulatory landscape; recommending a transaction structure; drafting special transaction legislation; asset restructuring; preparing extensive interrelated transaction documents; tender process and negotiations; and implementation under legal project management. The project was complex and very significant for NSW, with the transaction widely considered to establish a new benchmark in transaction preparation and execution.
Acted for the private equity owned Hexion Specialty Chemicals on the refinancing of its senior bank debt
Acted for the ASX & NZX listed Infratil Australia Limited and the New Zealand Superannuation Fund on the $640m acquisition of 100% of Brisbane based RetireAustralia group, Australia's fourth largest retirement village operator. Our role was to provide legal and taxation services to the bidder, including assistance with Australian and New Zealand legal, regulatory, finance, tax and stamp duty advice. We also provided advice in relation to the assumption of the existing debt arrangements.
Acted for a syndicate of two lenders led by Westpac in connection with $234 million term and revolving facilities for the acquisition by Blackstone of the Greensborough Plaza Shopping Centre in Melbourne. The transaction involved the senior debt underwrite and sell-down to Deutsche Bank and a $25 million mezzanine finance piece, which involved complex intercreditor negotiations with the mezzanine debt provider.
Acted for National Australia Bank Limited in providing a A$40 million credit facility to St Catherine's College (a student residential college adjacent to the University of Western Australia) to assist in funding the construction of new student accommodation and involving benefits to be derived from the National Rental Affordability Scheme.
Acted for the winning consortium on the successfully closed Melbourne Convention Centre project, the largest proposed facility of this type in Australia with associated retail and commercial developments and public works. The A$1.2bn project includes a 5,000 seat convention centre, a five star Hilton hotel, office and residential tower, riverfront retail promenade and revitalised Maritime Museum.
Acted for Commonwealth Bank of Australia on the A$300 million financing to Fortius Active Property Trust as one of the joint venturers redeveloping the Mid City Centre in Sydney (consisting of a 32-level 38,000 sqm commercial office tower and 9,000 sqm of prime retail accommodation in Australia’s premium retail precinct, with frontage to both Pitt Street Mall and George Street in Sydney).
Acted for the Commonwealth Bank of Australia in relation to the $64 million construction funding of a joint venture between the Leighton Property Group and the Seven Group for the 'KS4' commercial office development at Kings Square in Perth.
Acting for the lender on secured facilities of up to A$45,000,000 to fund the acquisition of the Sofitel Gold Coast Hotel by an Australian subsidiary of the Huayu Group.
Advised on A$1 billion syndicated facilities in connection with the takeover of ASX-listed Charter Hall Office REIT by scheme of arrangement, by a consortium comprising Public Sector Pension Investment Board, Reco Ambrosia Pte Ltd and Charter Hall Property Trust.
Advised on the provision of a syndicated facility of $275 million to a joint venture comprising PDG Corporation and the Schiavello Group for the construction at Queensbridge Road, Southbank, Victoria of the residential apartment tower to be known as 'Prima Tower', comprising approximately 678 residential apartments.
Advised on a syndicated construction facility to a consortium including Canada Pension Plan Investment Board, Lend Lease Trust, Australian Prime Property Fund, Telstra Super and First State Super, for Lend Lease's A$2.6 billion construction of commercial office towers at Barangaroo South, Sydney.
Financial adviser to a joint venture wholesale property trust between Goodman Group and Malaysia’s Employees Provident Fund to fund the acquisition a $400 million portfolio of industrial parks and warehouses (2012).
We advised RangeLink Consortium in relation to the procurement of the Toowoomba Second Range Crossing PPP project, the RFP closed in February 2015. Funded on an 80:20 basis by the Australian and Queensland Governments, the Toowoomba Second Range Crossing will cost around $1.6 billion to build. The Australian Government’s funding commitment is the largest single contribution to a Queensland road project since Federation.
Acted for Wesfarmers' Coles Group on its funding in relation to the Alphington Paper Mill acquisition and redevelopment.
Advising Wilmington Trust in relation to Altamont Capital Partners' Billabong refinancing.
Acting for mandated lead arrangers and bookrunners and lender group, including major domestic and international banks, on facilities of up to A$2 billion to Cromwell Property Group secured by a portfolio of commercial property assets throughout Australia.
Acted for a syndicate of seven lenders led by Westpac and NAB in connection with the $400m refinance of the Valad Property Group's multi-currency corporate facilities. The transaction involved Danish, German, Scottish, English, Dutch and New Zealand elements.
Advised on the establishment of a A$150 million revolving cash advance and bank guarantee facilities to the newly-formed SCA Property Group in connection with the spin-off of Woolworths' property portfolio in Australia and New Zealand (consisting of 69 neighbourhood, sub-regional and freestanding shopping centres) valued at approximately A$1.4 billion.
Acted for RMIT University on a $225 million facility from Commonwealth Bank of Australia.
Secured debt facilities to refinance Brookfield Multiplex's $463m CMBS Series 2005-2 programme and provide working capital facilities (advised syndicate financiers and other financiers, 2010).
A$1.2 billion restructure of syndicated facilities to Charter Hall Wholesale Management Limited as trustee of the Charter Hall Office Trust (advised financiers, 2013).
Advised the Australia subsidiaries of Lloyds Banking Group on the sale of portfolios of property loans in Australia and New Zealand to Morgan Stanley and a consortium comprising Goldman Sachs and Brookfield.
Acted for Transport for NSW on the Franchising Sydney Ferries project. This follows on from acting for the NSW Department of Transport & Infrastructure in the Sydney Ferries Market Review project in 2010. This was a high profile and politically sensitive project to implement the recommendations of the Walker report to franchise the iconic operation of the ferries on Sydney harbour. It involved the drafting of service contracts and the conduct of a tender process, extensive due diligence, evaluation and negotiation with three private sector consortia and, ultimately, completion of the transaction with the preferred tenderer and transition from Sydney ferries to the new private sector operator.
Acted for the NSW Department of Transport & Infrastructure in the Sydney Ferries Market Review project. This was a high profile and politically sensitive project to implement the recommendations of the Walker report into the operation of Sydney Ferries.
Advised Aspire Schools Consortium on its successful bid for the SEQLD schools PPP project to build and maintain seven schools over a number of years. This was the first PPP to utilise the Supported Debt Model where Queensland Treasury Corporation provided term debt which resulted in complex inter-creditor arrangements with construction and term debt providers. The transaction received the Euromoney Project Finance Asia Pacific PPP Deal of the Year.
Acted for the US based SWK Funding LLC, a specialist lender in the pharmaceuticals industry, on an innovative secured revenue interest refinancing of the (Australian) Parnell Pharmaceuticals group to finance its expansion in the USA
Advised on the financing arrangements for the acquisition of seven Queensland Government-owned office buildings in the Brisbane CBD for A$561.9 million, by funds controlled by Queensland Investment Corporation and QSuper. As well as documenting and negotiating the financing arrangements, we assisted the financiers with due diligence of the underlying sale and leasing documentation.
Advised an Australian subsidiary of Shanghai Baosteel Group Corporation in relation to its capital raising of US$500 million through the issue of bonds listed on the Hong Kong Stock Exchange.
Advising on debt restructuring.
Advised ALS Limited on both the capital raising and debt financing elements of ALS Limited's US$533 million acquisition of Reservoir Group.
Australian Unity Limited: Acted on a A$230 million syndicated refinancing as part of Australian Unity's acquisition of Westpac Funds Management Limited and, in particular, its Diversified Property Fund
Advised on a A$550 million syndicated construction facility for the first four stages of the Frasers Property Group (Singapore) / Sekisui House (Japan) joint venture development of Central Park, Sydney. When complete the site will comprise approximately 11 buildings, 1900 residential apartments, student housing, a hotel, a 16,000sqm multi-level retail centre and a 75,000sqm commercial office campus, including a precinct-wide tri-generation plant and water treatment facility.
Acted for the banking syndicate on the A$900 million syndicated secured corporate debt facilities to then Macquarie Office Trust (now Charter Hall Office Trust), a listed Australian commercial property REIT.
Acted for ANZ Banking Group Limited and Bankwest in providing credit facilities by way of a club arrangement totalling A$415 million to Ever Glory (Australia) Holdings Corporation and Glory Property II Investment Pty Ltd (companies in the Singapore based Bright Ruby group of companies) to assist in funding the acquisition of Admiral Holdings Australia Pty Ltd (the owner of the Hilton Hotel, Sydney) and the refinancing of an existing credit facility.
Acted for various banks on a series of bilateral facilities for Frasers Property Australia (formerly Australand Holdings Ltd) to refinance A$563 million in commercial mortgage-backed securities (both rated and unrated notes), and associated variations to extend A$950 million syndicated multi-option facilities to Frasers Property Australia (formerly Australand Holdings Ltd), all secured under a CMBS conduit security trust (advised financiers and debt syndicate, 2009).
Financial adviser to Abacus Property Group on the construction of a residential apartment and retail centre in Brighton, Victoria (2012).
Acted for Cheung Kong Holdings Limited, Cheung Kong Infrastructure Holdings Limited & Power Assets Holdings Limited in the successful takeover of Envestra Limited, one of Australia's largest natural gas distributors.
Advised on a A$300 million Syndicated facilities for the acquisition and financing of a portfolio of over 30 industrial assets by the Propertylink Australian Industrial Partnership, being a consortium comprising Goldman Sachs, Grosvenor Group (UK) and Propertylink) (advised financiers, 2014 and 2015).
Financial adviser to Core Logistics Portfolio Trust (consortium comprising Charter Hall, Telstra Super and various Victorian government superfunds, 2013).
Acted for Commonwealth Bank of Australia in providing a A$75 million credit facility to Crownbase Capital Pty Ltd to assist in funding the development of the old May Holman Centre (renamed 'Golden Square') at 32-34 St Georges Terrace, Perth.
Acting for a wholly owned subsidiary of Frasers Property Australia (formerly Australand Holdings Ltd) on the A$800 million Discovery Point development at Wolli Creek in New South Wales. This 8-hectare mixed use development will feature residential apartments, commercial offices, an integrated retail centre and extensive public and private parklands. We are advising on procurement and OH&S strategies, drafting pro-forma and project specific documentation (such as consultancy agreements and design and construct contracts), assisting in the preparation of the tender conditions, advising on the tendering process and compiling documentation for tender.
Advised on the construction facility for the first 4 stages of Frasers Property Group (Singapore)/Sekisui House (Japan) joint venture development of Central Park, Sydney (when completed, the project will comprise approximately 11 buildings, 1900 residential apartments, student housing, a hotel, a 16,000sqm multi-level retail centre and a 75,000sqm commercial office campus, including a precinct-wide tri-generation plant and water treatment facility) (advised financiers, 2011-12). The development was named ‘Best Tall Building in the World’ by the Council on Tall Buildings and Urban Habitat (CTBUH) in November 2014.
Advised on a A$340 million syndicated facilities to a consortium comprising Charter Hall Group and superannuation fund HOSTPLUS for the A$600 million acquisition of over 50 hospitality assets (46 of which include a Dan Murphy’s and/or BWS retail liquor store) spread across Australian metropolitan areas assets from ALH Group (owned 75% by Woolworths Limited and 25% by the Mathieson Group). The acquisition was subject to triple-net leases to ALH Group with initial terms of 20 years (advised financiers, 2014).
Advised mandated lead arranger, bookrunner and syndicate financiers (2012).
Acted for Australia and New Zealand Banking Group Limited, Commonwealth Bank of Australia and Westpac Banking Corporation in providing bilateral facilities totalling A$350 million to BWP Management Limited as responsible entity of the BWP Trust (formerly known as Bunnings Warehouse Property Trust)
A$600 million syndicated secured facilities to Charter Hall Office REIT (advised mandated lead arranger banks, 2010).
Syndicated facility for the development and operation of a 770 bed residential student accommodation facility at Central Park, Chippendale, Sydney for the Frasers Property Group (Singapore)/Sekisui House (Japan) development joint venture (advised financiers, 2014).
Acted for Bankwest in providing credit facilities of A$140 million to the Bhagwan Marine group of companies to assist in funding business and vessel acquisitions, the refit and construction of marine vessels and its working capital requirements.
Advised on the provision of a $162 million facility to assist CBD Property Pty Ltd with the construction of a mixed use (residential, retail and commercial office) building, including 558 residential apartments, at 568 Collins Street, Melbourne.
Advised on the A$193 million senior and mezzanine construction finance facilities for the mixed use development of 'East Village', Zetland, NSW, comprising a commercial/retail building and 4 residential apartment buildings.
Senior debt financing for Stockland Residential Estates Equity Fund No.1 to acquire 50% development rights and develop sites for Stockland's 'Boardwalk' project in Mt Coolum, Queensland (advised financier, 2007).
Acted for the Multiplex/Westpac consortium (Synersec) bidding for the design, construction, financing and maintenance of the multi-site Department of Defence Single Living Environment Accommodation Precinct Phase 1 PPP. This included the provision of 1,295 rooms at the Defence bases at Holsworthy in New South Wales and Enoggera and Amerbley in Queensland.
To provide funding to the CSC Treasury Trust for on-lending to the ARIA Property Fund and PSS/CSS A Property Trust.
Acting for the syndicate of banks to the RBS/Leighton/Transfield consortium in the revised bid for the design, construction, financing and maintenance of the 17 site Department of Defence Single Living Environment Accommodation Precinct Phase 2 PPP.
Acting for Edith Cowan University, Perth on its Student Accommodation PPP project to provide additional student accommodation on campus as well as transferring the management and operation of existing accommodation across to the successful private sector consortium.
Acted for Australia and New Zealand Banking Group Limited, Commonwealth Bank of Australia, National Australia Bank Limited, Sumitomo Mitsui Banking Corporation, The Bank of Tokyo-Mitsubishi UFJ, Ltd and Westpac Banking Corporation in providing club facilities to the Perron Group of Companies to assist in funding various commercial and retail property investments in Australia
Acted for Commonwealth Bank of Australia on its $80.2 million facilities to Arrow Funds Management Ltd including to fund the $57 million acquisition (on sale and leaseback terms) of five farm properties from Baiada Poultry Group
Acted for Elders Ltd on its $145 million syndicated bank debt facilities refinancing and associated share placement and recapitalisation in November 2014.
Advising the Victorian Department of Human Services on the delivery of the A$1billion Victorian Comprehensive Cancer Centre Project. This world-class cancer centre will be built in Parkville to drive the next generation of progress in the prevention, detection and treatment of cancer. It will be one of the only hospitals in the world where the primary cancer research entities will be collocated with patients to facilitate the shortest time for treatment to move from research to bedside.
Acted on the restructuring of Elders Ltd group senior debt financing arrangements with syndicate lenders and US noteholders in conjunction of the sale of Elders' stake in Rural Bank Ltd to Bendigo & Adelaide Bank and the accession to the Elders Group of the Plexicor businesses.
Acted for NAB, as agent, and each of the lenders in the 24 member banking syndicate on the restructure of General Property Trust 's € 2.010bn corporate facility, which involved a relaxation of the total look though gearing covenant necessary as a precondition to GPT's A$1.6bn capital raising completed in October 2008.
Advised an international syndicate of 12 lenders in relation to the provision of finance for a bid by Kohlberg Kravis Roberts (KKR) to acquire, via a scheme of arrangement, ASX-listed Healthscope Limited. Minter Ellison advised the syndicate of lenders over a four week period in relation to the negotiation and preparation of commitment letters, fee letters, intercreditor terms and the senior syndicated facility agreement.
Acted for TPG Telecom Limited in acquiring PIPE Networks Limited, a leading telecommunications company that owns the third-largest fibre optic network in Australia. The transaction values PIPE Networks at A$373m and creates a merged group worth just over A$1.7bn.
Acted for international bank syndicate on the $723m senior debt facility to Australia's largest hotel owner, Tourism Asset Holdings Limited (TAHL), and its subsidiaries.
Acted for Hertz Australia on a new debt program to refinance the existing securitisation of its Australia-based rental fleet. The complex cross-border transaction overcame challenges to obtaining a high rating and tax issues.
Advised on the A$6.6bn (enterprise value) acquisition by Morgan Stanley Real Estate Funds of the stapled Investa Property Group, consisting of Investa Property Trust (IPT) and Investa Properties Limited (IPL). This was one of the first public to private transaction of an Australian-listed REIT.
Acted for NAB as mandated lead arranger and underwriter (MLAU) of A$1bn senior facilities to fund Primary Health Care Limited's refinancing of its existing term debt with 29 lenders. Facilities were syndicated to 11 leading domestic and international banks.
Acted for Affinity Equity Partners (advised and financed by Credit Suisse) on the A$450m leveraged buy out (public to private) of the Colorado Group.
Acted for the arrangers of the A$600m mezzanine facility for the PBL Media leveraged buy-out (LBO) and subsequent additional financing for the A$5.5bn acquisition of Ticketek/Acer Arena (CVC). This deal was awarded 2008 Debt Market Deal of the Year at the ALB Australasian Law Awards.
Acted for Perpetual as trustee, security trustee and standby servicer and manager on the Rural Bank securitisation of agribusiness loans. This headline transaction was the first new asset class to be securitised in a public transaction in Australia since the start of the global financial crisis.
Acted for lead banks Credit Suisse, nabCapital, RBS, Calyon, and Deutsche Bank to provide the financing for Primary Health Care's A$3.56bn hostile acquisition of Symbion Health Limited, a multi-award winning transaction.
Acted on a complex, multicurrency, cross-border issue of A$800m dollar equivalent of €500m term notes issued by SPAUSNET. The Eurobonds were issued in the European market, listed in Singapore, and included a Swiss franc tranche.
Acted for the multinational syndicate of banks (including ANZ, Westpac, CBA and Japan's Mizuho Bank) to close a complex restructure and refinance of A$1.63bn facilities to the ING Industrial Fund, a listed Australian REIT with assets in Australia, Canada and Europe. The complex matter ran for over six months.
Acted for the winning consortium on the successfully closed Melbourne Convention Centre project, the largest proposed facility of this type in Australia with associated retail and commercial developments and public works. The A$1.2bn project includes a 5,000 seat convention centre, a five star hotel, office and residential tower, riverfront retail promenade and revitalised Maritime Museum.
Acted on finance aspects of the acquisition by Mirvac Group of Westpac Office Trust (a listed REIT). When all components of the deal are considered the size is quite large and extremely complex. The transaction was one of the largest takeovers for the listed property sector in 2010, involving the restructuring of over A$1.14bn in property assets and over A$500m in rated debt notes. Westpac Office Trust (WOT) assets include Westpac Bank's $720m Sydney headquarters - one of the largest office buildings in Australia.
Acting for Australian Unity on a listed retail, rated corporate bond issue for this complex health insurance, retiremement living and financial management corporate group, structured to meet the requirements of the new ASIC class order and involving a first time listing of securities by the issuer.