- A-REIT Property Trust Float
- Southern Pacific Petroleum rights issue
- CFS/Gandel/Commonwealth property trust merger
- Integrated Workforce Limited capital raising
- CSL Limited private placement
- Amcor Limited private placement
- Kookmin Credit Card Securitisation
- Bluestone Sapphire Series 2002-2 Securitisation
- Sydney Airport Credit Wrap
- Burns Philp Senior Subordinated Debt Issue
- Snowy Mountains Hydro Debt Refinancing
- Credit Wrapped Repackaged Securities Issue
- Colonial First State Geared Share Fund CP Programme
- CNH Capital Australia Receivables Trust
A-REIT Property Trust Float
AAR provided specialist advice to the Ascendas-MGM Funds Management Limited joint venture on the landmark S$600 million capital raising in Singapore by the Ascendas Real Estate Investment Trust (A-REIT). A-REIT is a Singapore-based unit trust formed primarily to own and invest in business park (including science park), light industrial and built-to-suit properties. The offer comprised a public offering and institutional placement in Singapore, an international placement, an offer to cornerstone investors and a subscription by the sponsors to the offer. The remaining S$125 million of the capital was raised through long-term unsecured debt.
This IPO was one of the most anticipated and significant floats in the Singapore market in 2002 and only the second property trust (and first industrial property trust) ever listed on Singapore's SGX. AAR drew on its expertise in the Australian property trust market and also assisted with providing legal project management.
AAR lawyers on the transaction were partners Stuart McCulloch and Michael Greig and senior associate Susan McKendry, who was seconded to Singapore for the transaction.
Southern Pacific Petroleum rights issue
AAR advised Southern Pacific Petroleum on its non-renounceable rights issue to provide working capital for continued development of SPP's oil shale project on the central Queensland coast. The non-renounceable rights issue of new shares and attaching new options was made to existing shareholders in Australia, NZ, PNG and Hong Kong, and was conducted by way of a continuously quoted securities prospectus.
AAR lawyers involved were Brisbane office partner Ken MacDonald, senior associate Andrew Rankin and lawyer Amy Hoban.
CFS/Gandel/Commonwealth property trust merger
AAR acted for Gandel Management Ltd, the responsible entity of the Gandel Retail Trust, in the merger of the Colonial First State Property Trust Group (CFT) with the Gandel Retail Trust and the Commonwealth Property Office Fund. The merger was effected by way of a trust scheme of arrangement and a number of associated transactions.
The merger was one of the most significant and high profile transactions in the property trust industry in 2002. It involved a competitive bidding war for CFT with Mirvac, three Takeovers Panel applications and a referral by the Takeovers Panel to the Federal Court. The merger also involved complex arrangements regarding trust management, property management and unitholdings relating to the Gandel Retail Trust. The merger effectively involved the acquisition of CFT for A$1.55 billion, and resulted in the two acquiring trusts having a total market capitalisation of about A$3.8 billion.
Partner Cameron Price headed a team that included special counsel Pamela Hanrahan and lawyer Penny Nikoloudis.
Integrated Workforce Limited capital raising
AAR Perth acted for listed WA recruitment company Integrated Workforce Limited in a capital raising. The capital raised was used to provide funds for its acquisition of the Total Marine Services Group of companies. This Group is a labour supplier to the oil and gas sector. IWF was subsequently renamed Integrated Group Limited as a consequence of its expanded activities.
AAR lawyers on the deal included partner Steven Cole and lawyers Simon Vanderaa and Lisa Hill.
CSL Limited private placement
CSL recently completed a private placement of US$250 million of unsecured unsubordinated 10 year notes in the US private placement market. AAR acted as CSL Limited's Australian legal advisers and project managed the matter on behalf of CSL Limited. Our role involved co-ordinating CSL Limited's US, UK and Swiss lawyers and negotiating with counsel for the Note purchasers.
AAR's lawyers on the deal were partner Cameron Price and senior associates Trudi Lodge and Robert Pick.
Amcor Limited private placement
We recently acted for Amcor in its private placement of US$500 million of unsecured unsubordinated notes for varying terms up to 15 years in the US private placement market. Amcor had to procure subsidiary guarantees from two of its finance subsidiaries (one in the UK and one in the US) in order to meet investors' concerns with respect to structural subordination issues.
AAR's lawyers on the deal were partner Steve Spargo, special counsel Stuart Weir and lawyer James Darcy.
Kookmin Credit Card Securitisation
AAR acted as international counsel for global monoline insurer, MBIA, in credit wrapping a new securitisation of US$250 million of credit card receivables. The credit card receivables belonged to Kookmin Credit Card Company, one of Korea's largest issuers of credit cards and a subsidiary of South Korea's largest bank, Kookmin Bank. The deal involved the sale of the credit card receivables into a South Korean trust, with the purchase price being funded by the issuance of US$250 million of bonds into the US capital market by a Cayman Islands incorporated special purpose company. MBIA credit wrapped the bonds, which were listed on the Irish Stock Exchange. On the strength of MBIA's credit wrap, the bonds were rated AAA by both Standard & Poor's and Moody's ratings agencies. MBIA handled the transaction from their Singapore branch. The transaction was arranged by Banc One Capital Markets, through its asset- backed securitisation team in Dallas, Texas.
This is a significant securitisation of credit card receivables for the largest and most highly-rated bank in Korea. The deal was highly complex, as it spanned South Korea, Singapore, the United States, the Cayman Islands and Ireland, and was governed by English, New York and Korean law. There was no Australian law element to the deal. The fact that AAR was appointed is an acknowledgement of the firm's internationally recognised expertise in securitisation and structured finance.
The AAR team on this deal included Mark Kidston, Matthew Allchurch, Patricia Tsang, Ken Tang and Chris Trudinger.
Bluestone Sapphire Series 2002-2 Securitisation
Following our work on the Sapphire Series 2002-1 Trust, AAR acted for Bluestone Group as originator of loans acquired by the Sapphire Series 2002-2 Trust. This matter involved the securitisation of home loans made to 'non-conforming borrowers' (ie, borrowers who do not fit the banks' standard lending criteria). A complex tranching structure was used for the A$210 million issue, which included: three tranches of AAA rated notes, one tranche of which consisted of fixed rate notes; one tranche of NZD BB rated notes which was issued in New Zealand and which was backed out into the New Zealand retail market; and interest only notes. Westpac and CBA were joint underwriters of the transaction.
AAR lawyers Andrew Jinks and Olivia Zaniboni prepared financing documents, established the trust and warehouse structure, and drafted service documents. This deal was co-awarded 'Mortgage-Backed Securities Deal of the Year 2002' by INSTO Magazine.
Sydney Airport Credit Wrap
Following our extensive involvement in the Sydney
Airport acquisition financing, AAR acted for MBIA in New York as credit wrapper of A$1.5
billion of fixed and floating rate Medium Term Notes issued by Southern
Cross Airports Corporation Pty Ltd. The proceeds of the capital markets issue
were used to repay debt incurred (in the form of a bridge loan) by Southern Cross
on its acquisition of Sydney Airports Corporation Limited for A$5.6 billion
in June 2002. This was the largest credit wrapped note issue in the Australian
market to date. Significantly, this capital markets refinance was completed only
three months after the original acquisition facility was entered.
The AAR lawyers on the deal were Mark Kidston and Stephanie Beaumont.
Burns Philp Senior Subordinated Debt Issue
AAR acted for the Burns, Philp group on the Rule 144A placement of US$400 million 9.75% senior subordinated notes into the US market and the subsequent Securities and Exchange Commission registration of an exchange offer for those notes into registered notes. This was the largest offering of senior subordinated debt by an Australian company to date.
Ian Wallace and Larry Magid acted on this deal, which followed our earlier advice on the refinancing of the company's senior debt arrangements.
Snowy Mountains Hydro Debt Refinancing
AAR is currently acting for Snowy Hydro Limited in the restructuring of its debt arrangements. The refinancing will include the issue of A$500 million credit wrapped Medium Term Notes, a A$200 million Commercial Paper issue and provision of a A$300 million stand-by facility. AAR lawyers Robert Cornish and David Clifford are advising Snowy Hydro Limited on this major debt restructuring.
Credit Wrapped Repackaged Securities Issue
AAR recently advised both SG Australia and Ambac Assurance on the repackaging of US$ bonds issued into the Australian domestic market by two regulated subsidiaries of American Electric Power. This deal marked the first credit wrapped repackaged securities issue in the Australian market.
Robert Cornish led the AAR team which advised Ambac, while Matthew Allchurch headed a separate team acting for SG Australia.
Colonial First State Geared Share Fund CP Programme
We acted for Colonial First State in documenting and establishing a Commercial Paper programme for its highly successful Geared Share Fund, a A$2 billion regulated managed investment scheme. The programme marks the capital markets debut of Colonial First State Investments as responsible entity for the Geared Share Fund.
AAR lawyers Matthew Allchurch and Nicky Andrews advised Colonial First State on the establishment of a gearing covenant regime of unusual sophistication, along with similarly structured liquidity support.
CNH Capital Australia Receivables Trust
We acted for CNH Capital Australia in the securitisation of Australian agricultural and construction equipment leases, hire purchase contracts and goods mortgages. The issued notes comprise three tranches of floating rate pass through notes, rated AAA, AA and BBB respectively. This transaction was not only the first securitisation of this asset class in Australia, it also satisfied US off-balance sheet accounting standards in the post-Enron environment.
Mark Wormell and Charles Armitage were the AAR lawyers involved.
