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Our Financial Services & Insurance industry group is at the forefront of development across this complex, highly regulated and constantly changing sector. We are closely involved with all aspects of financial services, so we understand fully the operational and regulatory issues that the industry faces. Our specialist lawyers practice in the areas of banking, superannuation, funds and life and general insurance. We have unparalleled experience in and understanding of financial product advice and distribution, whether through aligned dealer groups or the open market.
Financial services is one of the core industry groups on which Minter Ellison is founded. We act for the Big Four banks and other major financial services organisations in Australia and overseas. We provide commercially astute advice in M&A, capital markets, banking & finance, insurance, corporate governance, regulatory matters, tax, restructuring & insolvency, outsourcing and competition.
We are active participants in the key financial services industry associations, contributing to the policy debate and submissions to government on regulatory change. We invest the time to develop innovative products and solutions for our financial services clients to assist them comply with licensing and other financial services regulations.
We also have extensive experience in dealing with regulators — such as ASIC, APRA, ACCC, ASX, State Revenue Office and the ATO — and understand the regulatory outcomes they are trying to achieve.
Advised Ascendas Real Estate Investment Trust on its acquisition of a portfolio of 26 logistics properties located in Australia for A$1.013 billion from Singapore's sovereign wealth fund, GIC, and Frasers Property Australia Pty Limited. The deal involved establishing a wholly owned managed investment trust structure to acquire the properties though a combination of unit trust acquisitions and direct property acquisitions. This is the largest-ever industrial property deal in Australia and the second largest industrial property deal to date in the Asia Pacific. The quality of the portfolio attracted significant competition from domestic and international property investors. Ascendas' exclusive period of negotiation with the vendors was conducted on an extremely tight timetable. This, together with the complexity of the transaction, required seamless coordination and collaboration between our Australian team and Allen & Gledhill LLP, Ascendas' legal adviser in Singapore.
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. 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.
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.
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.
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.
Acted for Insurance Australia Group Limited (IAG) on the $1.85 billion acquisition of the Australian and New Zealand insurance underwriting businesses of Wesfarmers Limited, the number 1 and number 5 general insurers in Australia respectively.
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 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.
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
Advising Morgan Stanley Australia Securities Limited and Macquarie Capital (Australia) Limited in relation to their roles as joint lead managers of the Watermark Market Neutral Fund Limited (Watermark) initial public offering (IPO). Watermark is seeking to raise up to $120 million under the IPO and to list on ASX Limited as a 'listed investment company'.
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 Centerbridge Partners on a recapitalisation transaction with Boart Longyear. The recapitalisation will involve a series of transactions, including debt refinancing by way of new 'covenenat lite' term loans of up to US$225 million and a US$119-127 equity raising carried out in several stages along with a share buy-back.
Advising on debt restructuring.
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
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.
Acted for Equis Asia Fund on the shareholders and funding arrangements with Partners Group, DEG and FMO establishing the clean energy infrastructure fund Soleq.
Advised Century East Network Limited in its subscription of new shares of the Company representing approximately 43.3% of the enlarged issued share capital for HK$201.5 million, and its disposal of 51% issued share capital of the Sale Company to the Company for US$5.2 million to be settled by way of issue of consideration shares by the Company.
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.
Minter Ellison has been active in relation to the federal government's introduction of a shorter product disclosure statement (PDS) regime for margin loans, superannuation and managed investment schemes, which must be complied with by 22 June 2012. We advised on submissions made by the Financial Services Council, hosted client workshops and, more recently, we have reviewed draft PDSs, advising on technical issues, liaising with regulators, and advising on due diligence procedures for a number of clients.
Advising AXA on the acquisition of the Challenger Financial Planning business (including Genesys Wealth Advisers, Associated Planners and the Synergy platform) and simultaneous sale to Challenger of AXA's annuities business.
Acted for Suncorp on its A$128.5m sale of the Tyndall asset management business to Nikko Asset Management. Suncorp remains Tyndall's major client, creating an important strategic customer partnership going forward, and approximately A$18bn of Suncorp directed funds continue to be managed by Tyndall Investments.
Acted, together with other professional advisors, on the establishment of Third Link Growth Fund, Australia's first 'not for profit' managed investment fund. Third Link provides investors with all the benefits/rewards of a traditional investment fund and at the same time provides an annuity stream to the not for profit sector through an organisation called Social Ventures Australia. All management fees received by the Fund, net of expenses incurred, will go to support the non-profit sector.