- Restructuring of Burns, Philp
- Meridian Energy credit wraps MTN program
- A$174.5 million sale and leaseback: Amcor
- Macquarie Airports Group
- Melbourne Airport refinancing
- Newcrest Mining Limited share placement
- Crusade Global Trust No. 2 of 2001
- D&D Tolhurst corporate reconstruction
- Equity West Limited
- Jumbo placement for QBE Insurance Group Limited
- Ascending the skies - placement of $450 million Qantas shares
Restructuring of Burns, Philp
AAR acted for Burns, Philp & Company (Burns Philp), as part of our continuing involvement with its debt restructuring, in the A$240m equity raising, and the refinancing of its A$1.1b senior debt facility with a new five-year US$450m (A$900m) bank facility.
This complex and high profile corporate restructuring was highly successful. The deal is just one of the many episodes of Burns Philp's recovery since 1997. From the beginning AAR, as the legal counsel for the company, has been instrumental in the innovative and carefully considered restructuring and has assisted the implementation of its long term recovery strategies.
The AAR team included: EQUITY: Warwick Painter; Peter Tillman; Carl Bicego; Susan McKendry; Mary-Jane Harvey; Jennifer Neale; Chris Peadon; Justin Plummer; Charles Armitage (Tax); Anthony Johnston (Stamp duty). DEBT: Ian Wallace; Tom Highnam; Elizabeth Vuong; Tony Sheehan (Stamp duty).
Meridian Energy credit wraps MTN program
AAR is acting for Meridian Energy Limited on the establishment of a new medium term note (MTN) program in Australia and in its native New Zealand. The program will be credit wrapped by XL Capital Assurance and will represent its first foray into the Australian and New Zealand credit wrap market.
The AAR team, consisting of David Clifford and Michael Rodrigues, is advising Meridian Energy on all aspects of the deal.
A$174.5 million sale and leaseback: Amcor
Closing in mid August, AAR acted for paper and packaging group Amcor Packaging (Australia) Pty Limited on its A$174.5 million securitisation deal. The deal involved the sale and leaseback of 17 packaging plants in NSW, Victoria, South Australia, Western Australia and Tasmania. Funds raised through the sale will be used to retire debt and other projects.
Amcor's properties were securitised via a property investment trust, funded in three tranches: tranche one in notes of A$51.5 million; tranche two of A$26.2 million in credit lease-backed notes; and tranche three a A$104.7 million issue of commercial mortgage-backed securities. All three tranches received a BBB+ rating from Standard & Poor's.
One of the largest and one of the very few securitisation programs undertaken in Australia exclusively for industrial properties, this deal is also the first rated capital markets transaction to include under the same issuer both credit lease-backed and commercial mortgage-backed securities (CMBS).
The AAR team, advising Amcor on all aspects of the deal, was led by David Boyd and included Stuart Weir, Richard Bartlett, Bill Rimmer, Kelvin Choy, David McLeish and Dominie Banfield.
Macquarie Airports Group
AAR acted on the establishment of Macquarie Airports Group Limited (MAG), a Bermuda mutual fund company (with Euro denominated capital) for Macquarie Bank Limited and the establishment of a Euro denominated Australian feeder trust.
MAG is an international airports private equity investment company that is seeking to raise 600 million Euro. There are plans to have MAG listed in Australia and Europe either as soon as it is fully invested or in 2003. AAR drafted all documentation relating to the transaction, including foreign law documentation.
The AAR team included Susan Burns, David Cohen, Victoria Holthouse, Johanna Moore and Karen Gregory.
Melbourne Airport refinancing
AAR acted for the lead arrangers and credit wrapper of the bond facility, as well as the financiers of the bank debt on the refinancing of Melbourne Airport. The A$700 million bond issue received a "AAA" rating by Standard & Poor and "AAA" by Moody's, having been credit wrapped by MBIA. The amount of bank debt involved was A$500 million.
This was the refinancing of a significant infrastructure in Australia.
The AAR team included Phillip Cornwell and Stephanie Beaumont who advised the lead arrangers ABN AMRO, Deutsche Bank and Westpac in relation to the bond issue. Mark Kidstonand Vanessa Ly who acted for the credit wrapper, MBIA Insurance Corporation. Mark Russell and Patricia Tsang, advised National Australia Bank and Westpac in relation to the bank debt.
Richard Gordon further provided advice on the complex intercreditor issues while Geoff O'Dea also provided vital assistance in relation to the bond issue and the bank debt.
Newcrest Mining Limited share placement
AAR advised Newcrest Mining on its $138 million placement of ordinary shares in an Issuer quoted on ASX. AAR reviewed the underwriting agreement and provided advice on the ASX Listing Rules, specifically in relation to the possible issue of further securities. The AAR team included Jon Webster; Gadi Bloch (corporate) and Errol LaGrange (tax).
Crusade Global Trust No. 2 of 2001
AAR acted for St George Bank Limited on its third global issue of mortgage-backed securities (MBS) through its "Crusade" program. AAR had also advised on the bank's two previous successful globals, all of which were managed by Credit Suisse First Boston. The securities (with a 3.17 year average life) were issued to US and European investors under a single senior tranche of US$800 million, rated AAA by Standard & Poor's, Moody's and Fitch.
Having set up a very flexible Crusade programme, St George has been able to issue MBS in a variety of forms in order to suit the market conditions. Whereas the second global was achieved via the powerful multi-tranche structure, this one was based on the more conventional single tranche structure.
It was another highly successful issue, and confirmed St George's status as the leading Australian MBS issuer. Though the securities were issued after the tragic events in New York, and the deal was completed within a tight time frame, the issue was twice oversubscribed and a new pricing benchmark of 17.5bp over Libor was set.
The AAR team advised St George on all aspects of the deal. Led by Andrew Jinks, the team also included Charles Armitage, Thomas McAuliffe and Julian Donnan.
D&D Tolhurst corporate reconstruction
AAR advised D&D Tolhurst in relation to the corporate reconstruction of General Gold Resources NL (GGR), a company formerly in administration and subject to a Deed of Company Arrangement. The transaction was a good example of the interdependence of capital markets and fund raising principles in the circumstances of a listed entity's administration.
The negotiation and drafting of the Reconstruction Deed, by which the Company, the Administrator, the proposed new Board of the Company and the Underwriter agreed the recapitalisation of the Company (and a consolidation of its issued share capital) required AAR's lawyers to consider principles of insolvency, the prospectus provisions of the Corporations Act and the ASX Listing Rules. As well as providing for the recapitalisation of the Company, the reconstruction involved the Administrator excising certain gold mining and exploration interests held by the Company in Mauritania into a trust fund for the benefit of certain unsecured creditors of the Company.
The AAR team included Bill Manning, Jon Stagg and Tim Lane
Equity West Limited
AAR recently acted for Equity West Limited and Equity West Securities Pty Ltd in relation to its appearance before the Takeovers Panel and associated ASIC investigation. The Takeovers Panel application and ASIC investigation arose out of circumstances surrounding the underwriting by Equity West Securities Pty Ltd of an IPO issued by Namakwa Diamond Company NL. AAR also acted for Equity West Securities Pty Ltd in relation to that underwriting.
The AAR team included Steven Cole, Tony Kuhn and Jon Stagg.
Jumbo Placement for QBE Insurance Group Limited
AAR acted for QBE Insurance Group Limited (QBE) on its two part 'Jumbo Placement' $663 million capital raising including the lodging of the prospectus for the non-renounceable rights issue.
AAR advised on the structure for the innovative method of raising capital without the requirement of shareholder approval. The offering comprised an institutional undocumented tranche and a retail tranche offered under prospectus. One of the benefits of such a structure is that it facilitates quicker access to the equity markets.
The AAR team included Ewen Crouch, Dean Carrigan, Alex Ding, Gim Tan, Andew Murray, John Edmond and Heidi Squarcini.
Ascending the skies - placement of $450 million Qantas shares
AAR advised the joint lead managers, UBS Warburg Australia Ltd, Merrill Lynch International (Australia) Limited and Deutsche Bank AG on the placement of $450 million worth of Qantas shares to institutions in Australia and US. The transaction is significant for its inclusion of 'market out clauses' in the underwriting agreement reflecting the post September 11 market.
The AAR team included Jon North and Peter Tillman.
