Reconstruction

MinterEllison’s reconstruction team is consistently recognised by independent, international surveys as one of the leading practices in Australia and New Zealand (including a ranking of ‘top tier’ in Chambers Global, Asia Pacific Legal 500, PLC Which Lawyer? and IFLR 1000: Guide to the World’s Leading Financial Law Firms).

Our team of more than 60 reconstruction specialists regularly acts in complex or multi-jurisdictional reconstruction projects and offers an unmatched depth of capability and service delivery. Our practice spans bankruptcy, creditor claims, cross-border reconstruction, directors’ duties, distressed debt trading/acquisitions, liquidation, receivership, turnaround/workouts and voluntary administration.

We have broad experience across numerous industries, including agribusiness, construction, energy, resources and mining, funds management and derivatives, health and ageing, industrial, infrastructure and project finance, real estate, and retail.

We work with liquidators, administrators, receivers, banks and other lenders and have been involved in many of the region’s major corporate collapses and restructures including Great Southern, Timbercorp, Alinta Energy, Burrup Fertilisers, Opes Prime, Primebroker, Centro Property Group, ABC Learning, Griffin Coal, Clive Peeters, One.Tel, Westpoint, Pasminco, Centaur Mining, Western Metals, Sons of Gwalia, Absolute Capital, Green Pacific Energy, Ion and Ansett Australia. Our strong relationships with all major lenders and leading accountancy firms means we can work collaboratively to achieve the best possible outcome for our clients.

A distinguishing feature of our reconstruction practice is its genuine international network of specialist reconstruction practitioners, which enables us to work in real time across borders, and act swiftly to preserve assets and challenge voidable transactions.

We can assemble teams to service clients from start to finish including experts in employment, tax, insurance, dispute resolution, corporate governance, finance and equity, environment and planning, real estate, intellectual property, M&A, funds management and capital markets.

Chambers Global notes that ‘[MinterEllison] always look at the practical realities when giving their advice’. Clients note our ‘efficient and commercial service’ and ‘cost-effective and eager teamwork’. Asia Pacific Legal 500 notes that ‘the group enjoys the distinction in being top notch not only in formal insolvency work, but also in the restructuring arena’. IFLR 1000 notes that our peers and clients alike recognise us as ‘unmatched when it comes to client servicing’.

Insolvent collapse of Prime Trust

Acting on behalf of the Lendlease Group defending litigation arising out of the insolvent collapse of Prime Trust, defending a claim in excess of $60m.

Rabobank receivership of Littore Wine Group

Acting for the secured creditor (Rabobank) and receivers and managers (Ferrier Hodgson) seeking recovery of an exposure in excess of $120m, including litigation to pursue fraudulent dispositions of property.

A$1.55 billion Lloyds Banking Group sale of Capital Finance and BOS International Australia

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.

Environinvest MIS wind up

Acted for the secured creditor (CBA) and the receivers and managers (Korda Mentha) of the Environinvest Group, including as responsible entity for a number of managed investment schemes.

$500m Raine Square development

Advising Commonwealth Bank on the A$500m Raine Square in Perth (in receivership), the proposed new headquarters for BankWest. Raine Square is a landmark Perth project comprising a major commercial building of 20 levels and will become the biggest shopping centre in the Perth central business district. The 1.2 hectare site consists of 44,000 square metres of office space over 20 levels and 13,000 square metres of retail space over three levels. We have advised on all aspects of the project since early 2009 after Commonwealth Bank of Australia acquired BankWest, including renegotiating various project documents, managing issues related to change of builder, managing disputes over the fit out arrangements, and advising CBA/BankWest on all strategic issues, and we continue to do so. We also advised Bankwest on the fit-out works undertaken to provide an exciting ABW environment for the Bank's 3000 staff, and the fit-out agreement. This A$500 million project is in the hands of receivers, appointed to the developer. Completion was to have been in April 2010.

More Recent Work

Acted for Westpac in relation to collapse of BDO

Acted for Westpac in relation to the collapse of the accounting firm BDO in New South Wales and Victoria, including its subsequent merger with Grant Thornton.

ANZ exposure to Gunns Group

Acted for ANZ advising on its bilateral exposure to the Gunns group. Following the appointment of administrators, we acted for McGrath Nicol as receivers and managers of two related property trusts. The trusts leased land to the Gunns Group, which had been used for MIS purposes.

Opes Prime collapse

Acted as the primary advisors for ANZ in the collapse of Opes Prime Stockbroking, with approximately 1,200 clients and debts to ANZ of over A$700 million, including acting on two class actions.

Great Southern receivership and liquidation

Acted for a syndicate of banks and the receivers and managers (McGrathNicol) of the Great Southern Group. We advised on all aspects of the receivership, including a restructuring of the MIS schemes, and a sale of approximately 269,000 hectares of land in the largest private forestry sale by area in Australia.

Burrup Fertilisers receivership

Acting for the receivers and managers (PPB) of the assets and shares in Burrup Fertilisers Pty Ltd, and certain shares held in the parent entity Burrup Holdings Limited. The secured creditor's exposure to the broader Oswal Group of Companies exceeded A$900 million.

Pasminco Group administration, reconstruction and IPO of Zinifex

Acted for ANZ in the collapse of the Pasminco Group of Companies. The group was successfully restructured leading to the IPO of Zinifex in April 2004.

Westpoint Group liquidation

Acted for the liquidators of eight of the mezzanine finance companies within the Westpoint Group. Debts exceed $320million.

Western Metals receivership

Acted for US noteholders on their exposure to Western Metals, and subsequently, for the receivers and managers (PricewaterhouseCoopers) of the Western Metals group. Western Metals was then the fourth largest mining company in Australia. Secured debts exceeded $390 million.

Primebroker Securities advice, workout and receivership

Acted for ANZ in the collapse of Primebroker Securities, including providing advice on the operation of securities lending agreements, assisting in standstill negotiations, and subsequently, the appointment of receivers and managers.

Centaur Mining receivership

Acted for the receivers and managers (PWC) of Centaur Mining, including in the sale of Centaur's prime nickel mine. The company had secured debts exceeding $650 million.

Debt restructure of Elders Group

Acted for the Elders Group in debt restructure negotiations with a syndicate of banks (and consequentially, in the sale of its agricultural services business and managing a staged exit of their forestry business).

Harris Scarfe insolvent trading claim

Acted for the non-executive directors of Harris Scarfe in an insolvent trading claim in which the liquidators claimed an amount in excess of $140 million from each director.

Lehman Brothers ISDA close-out dispute

Acted on behalf of ANZ in the Lehman’s bankruptcy, advising on a close-out dispute under an ISDA contract.

Burrup Fertilisers receivership

Acting for the receivers and managers of the assets and shares in Burrup Fertilisers Pty Ltd, and certain shares held in the parent entity Burrup Holdings Limited. Burrup Fertilisers is the largest ammonium producer in Australia. The secured creditor's exposure to the broader Oswal Group of Companies exceeds A$900 million.

Viking Industries

Acting for ANZ and the bank appointed receivers, McGrathNicol, in relation to the recovery from the Viking Industries Limited Group of Companies of a A$150 million loan. Viking Industries is an industrial property developer with significant property assets adjacent to the Port of Brisbane.

Opes Prime collapse

Primary advisers to ANZ Bank in the collapse of Opes Prime Stockbroking in 2008 with debts to ANZ of more than A$700m. We acted for ANZ prior to the Opes collapse, and subsequently on the close-out of its stock borrowing and lending positions, in negotiations with the administrators and, after initially appointing receivers for the bank, in various negotiations with the receivers and managers. We also defended ANZ in proceedings initiated by Opes clients seeking title to shares that were loaned to the bank, including in a significant test case on the passing of legal and beneficial title to shares under the standard Australian Master Securities Lending Agreement.

Clive Peeters receivership

Acted for NAB and the PPB (as receivers and managers) in relation to the receivership of Clive Peeters, involving the resolution of dozens of retention of title claims, and culminated in the sale of business for approximately A$55 million to Harvey Norman Holdings.

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Reconstruction