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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. Minter Ellison 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.
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. Minter Ellison 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.
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 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.
Advising the New South Wales Government (NSW Treasury) on the refinancing of Port Botany and Port Kembla in NSW. The project is unique, involving the contemporaneous refinancing and long term lease of two major Australian ports. Our role includes 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 is complex and very significant for NSW.
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 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.
Advised on syndicated debt project finance commitments for the consortium's shortlisted bid for the Western Australian Government's Mundaring water treatment plant PPP project. This is the first of a number of projects to use the PPP procurement methodology in Western Australia and was the first PPP style project finance transaction completed in WA. It was further complicated by the intricate long-term energy/power requirements of the financing as well as the inclusion of existing pipeline assets of the WA Water Corporation into the project financing.
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 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.
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.
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.
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 international bank syndicate on the $723m senior debt facility to Australia's largest hotel owner, Tourism Asset Holdings Limited (TAHL), and its subsidiaries.
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$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.
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.
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 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 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.
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.
Advised on the stablishment 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.
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.
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.
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 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). Minter Ellison also acted for Commonwealth Bank of Australia on the refinancing of A$360 million of funding for Fortius Active Property Trust.
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.
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.
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.
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.
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.
Minter Ellison and Allen & Overy acted 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. The sale comprises a motor vehicle finance book of A$3.9 billion, equipment finance book of A$2.9 billion and a corporate loan portfolio of A$1.6 billion. As part of the above, we advised in relation to all matters arising from the sale of the seven Bella securitisation transactions. We also advised on the novation and valuation mechanisms in relation to a large number of derivatives exposures. It is very unusual in the Australian market for a bank to completely sell down its participation in its sponsored securitisation programme, and its full derivatives book. We also provided Australian competition law advice. The transaction was time critical and the merger parties worked extensively with the ACCC to address concerns raised in its initial market enquiries and obtained clearance for the transaction within 39 review days, without the ACCC releasing a Statement of Issues.
Acting for a wholly owned subsidiary of 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 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 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.
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.
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 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.
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.
Advised M2 Telecommunications 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.
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 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 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.
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.
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 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.
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.
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. Minter Ellison had a key advisory role and were able to provide urgent and constant strategic and legal input as required in the bidding process.