Next Generation Partners: Capital Markets: Debt

Next Generation Partners: Capital Markets: Securitisation

Rising Stars: Capital Markets: Equity

Rising Stars: Capital Markets: Securitisation

Capital markets in Australia

Allen & Overy LLP

Allen & Overy LLP combines a strong domestic offering in Australian capital markets with almost unrivalled international capabilities, drawing on the firm's global network and the team's expertise in Australian, UK, and US law. Karolina Popic and Mark Leemen in Sydney head up the DCM and securitisation teams alongside Peter Wilkes in Perth. The DCM team is known in particular for its complex, multi-sourced financings involving traditional bank debt and multilateral debt; it is also highly active in the eurobonds, Reg S USD bonds, and kangaroo bonds space. In securitisation, a key strength of the department is in cross-border transactions, especially for new entrants to the Australian market. The ECM offering is led jointly by US law specialist Mark Leemen, Tony Sparks (both Sydney-based), and Meredith Campion in Perth. A distinguishing mark of this team is its ability to combine US and Australian law advice. Senior associate Jamie Taylor is particularly active in securitisation transactions.

Other key lawyers:

Jamie Taylor

Testimonials

Depth of knowledge, not only of the legal but also the commercial and corporate implications.

A very strong partner for navigating a critical element of corporate funding programs.

Outstanding response and focus on resolving complexities and willingness to go beyond expectations. Strong and considered communications, very helpful.

Expertise in DCM for US$ Clear and direct advice. Excellent customer focus. Very responsive. Excellent deal execution and settlement.

Expertise in DCM and clear and direct and very helpful advice. Works very well with senior management.

Key clients

Macquarie Group Limited/ Macquarie Bank Limited

Scentre Group

Boral Limited

Westpac

BNP Paribas

Goldman Sachs

National Australia Bank

Commonwealth Bank of Australia

Fortescue Metals Group

Australian and New Zealand Banking Group

Work highlights

  • Advising Scentre Group, the Australian operator of Westfield Living Centres, on its $1.5bn (A$2.3bn) Rule 144A Offering.
  • Acting as US counsel to Westpac Banking Corporation (WBC) on its A$2.7bn capital raising.
  • Advising Mercedes-Benz Financial Services in relation to its inaugural publicly offered (Reg S) issuance of A$600m of ABS, backed by Mercedes originated auto finance loans.

Allens

The capital markets team at Allens is known for advising on complex, high-value, and market-significant transactions. The DCM practice, led by Melbourne-based James Darcy, is particularly active in advising first-time issuers to the domestic bond market and the EMTN market in Asia. Benjamin Downie heads up the securitisation offering, advising a broad range of originator and financier clients from Australia and internationally. ECM is a particular strength of the practice. The team's cross-sector offering includes roles advising issuers, joint-lead managers and underwriters on significant IPOs and, more recently, has involved a number of secondary capital raising in response to the Covid-19 pandemic. Julian Donnan and Melbourne-based Robert Pick jointly head up this part of the practice, and are regularly supported by senior associate Addison Ma. Other notable lawyers include leading securities law practitioner Stuart McCulloch and Melbourne-based managing associate and DCM specialist Paul Cerché. Named lawyers are Sydney-based unless otherwise mentioned.

Key clients

Macquarie Capital

Commonwealth Bank of Australia

Westpac

UBS

JP Morgan

Goldman Sachs

Pacific National

SEEK Limited

Coles Group Limited

QIC Shopping Centre Fund

Endeavour Energy

Origin Energy

JP Morgan

GPT

Magellan Asset Management Limited

Mirvac

Reece

Oil Search

QBE

Bendigo and Adelaide Bank

IDP Education

Reece

G8 Education

Qube

Vicinity Centres

Bapcor

National Storage

Cerberus Capital Management LP

Work highlights

  • Handling a A$450m bond issue programme update and bond issue.
  • Advising Goldman Sachs and Macquarie as the underwriters of NAB’s A$3bn placement and share purchase plan.
  • Acting on the acquisition of Axsesstoday via a Deed of Company Arrangement and the subsequent securitisation programme.

Arnold Bloch Leibler

Arnold Bloch Leibler provides advice on public listings, capital raisings, and ASX listing rules to clients from a wide range of industries, with particular experience in tech, retail, agriculture, and online sectors. Jonathan Wenig heads up the capital markets team, with support from Jeremy Leibler (both are based in Melbourne).

Practice head(s):

Jonathan Wenig

Other key lawyers:

Jeremy Leibler

Ashurst

Ashurst offers sophisticated and specialist advice across the range of work in capital markets. Jamie Ng heads up the global markets division (comprising DCM, structured finance, securitisation, and derivatives). His area of specialism is structured finance, and he is also known as a leading lawyer in strategic equity derivatives transactions. The DCM practice often acts for major banks and high-profile clients on the full range of products. Caroline Smart is a notable specialist in this space. On the securitisation side, the team is frequently involved in major transactions and has a strong cross-border capability; it also benefits from Ng's expertise in derivatives as well as the broad expertise of Jennifer Schlosser. Bruce Macdonald and Sarah Dulhunty head up the ECM side of the department. Clients in this space include ASX-listed entities, major banks, and international financial intermediaries. A notable junior member of the team is counsel Andrew Kim, who combines M&A and ECM experience.

Key clients

ANZ Securities Limited

Bank Australia

Brighte Capital

Commonwealth Bank of Australia

Deutsche Bank

Energy Resources of Australia Ltd

Judo Bank

KKR

Latitude Financial Services

Macquarie Capital (Australia) Limited

Morgans Financial Limited

Morgan Stanley Australia Securities Limited

National Australia Bank Limited

Northern Star Resources

NorthWest Healthcare Properties Management Limited

Ord Minnett Limited

Qantas Airways Limited

Work highlights

  • Advising Woolworths Group Limited on a high value off-market share buy-back.
  • Acted for Judo Bank in the establishment of a securitisation of SME loans which was funded in two tranches of Notes by the Commonwealth of Australia represented by the Australian Office of Financial Management.
  • Advised UFS on the establishment of its first Debt Issuance Programme and the issuance of A$30m subordinated notes due 12 December 2029.

Baker McKenzie

Baker McKenzie retains an especially strong client base consisting of underwriters (leading Australian and US investment banks), serving these clients primarily in equity transactions. The firm's global network also gives clients access to expertise in securities law from multiple jurisdictions, including the US and UK. Antony Rumboll heads up the ECM team, and advises on both equity and public M&A transactions. The DCM offering, led by Duncan McGrath, is distinguished by its ability to advise on both Australian and English law transactions. In notable departures, Craig Andrade retired in April 2020, and US capital markets specialist Andrew Reilly departed to head up the Sydney office at Rimon Law in January 2020. Among recent arrivals, Lance Sacks joined from Clifford Chance in May 2020, and Derek Pocock joined the Brisbane office from McCullough Robertson in July 2019. Named lawyers are Sydney-based unless otherwise mentioned.

Practice head(s):

Antony Rumboll; Duncan McGrath

Key clients

Elanor Commercial Property Fund

Sundance Energy Australia Limited

Superloop Limited

New South Wales Treasury Corporation

Nomura Australia Limited

Elanor Investors Group

Home Consortium Limited

National Australia Bank

UBS AG, Australia Branch

Macquarie Capital

Moelis Australia

Work highlights

  • Acting as the legal adviser of the fund for its initial public offering and ASX listing.
  • Advising Sundance Energy Australia Limited (Sundance) on obtaining shareholder and Court approval in relation to its re-domiciliation from Australia to the United States and a Nasdaq listing.
  • Acting as lead legal adviser to Superloop on its capital raising, assisting on all aspects including due diligence, regulatory advice, preparation and review of investor materials, and implementation.

Clayton Utz

Clayton Utz fields an experienced team in capital markets work and is routinely involved in significant transactions on the Australian market. The ECM offering, led by Stuart Byrne and Brendan Groves in Sydney, is distinguished by its reputation in the fintech/technology space; it led three out of five tech IPOs of 2019. The team is also known for its work in complex structuring, including raisings associated with acquisitions, dual-track, and multi-track IPOs/exits, and for its reputation in foreign listings. A further distinguishing feature of the ECM team is its strong relationship with the banking sector; it counts major Australian domestic banks as well as international investment banks among its client base. The firm's DCM presence is led by Sonia Goumenis, who is also co-head of the securitisation practice, alongside the market-leading Andrew Jinks. Among more junior lawyers, senior associate Mark Chahine is developing an impressive practice spanning securitisation and DCM.

Other key lawyers:

Mark Chahine

Key clients

Western Sydney University

Equity Trustees Limited

Goldman Sachs

Fox Symes

Deutsche Bank

Euroz Securities Limited

FINEOS Corporation

Limeade, Inc.

WiseTech Global

Morgan Stanley

Partners Group

InfoTrack Group

Monash IVF

Tyro Payments

Invocare Limited

Macquarie Capital

Macquarie Group

Bank of America Merrill Lynch

Work highlights

  • Establishing Western Sydney University’s AMTN debt issuance programme and acting in connection with the inaugural issuance under the programme.
  • Advising Australia’s fifth largest payments provider, Tyro Payments Limited, on its initial public offering and listing on the ASX with a market capitalisation of A$1.36bn on listing in December 2019.
  • Acting for financiers and drafting counsel on the warehouse securitisation funding for Cerberus’ acquisition of SME Lender, Axesstoday.

Corrs Chambers Westgarth

Corrs Chambers Westgarth's capital markets department provides specialist advice across debt and equity capital markets, securitisation, and structured finance. The DCM and securitisation groups, led by Melbourne-based Brad Robinson, continue to be active on a number of large matters; an area of particular strength is in warehouse securitisation transactions. Jointly led by Sandy Mak in Sydney and Jeremy Horwood in Brisbane, the ECM offering is known for its expertise advising clients in the mining and resources sector, as well as continuing to grow its reputation among clients in the investment vehicles sector.

Other key lawyers:

Robert Franklyn; Fadi Khoury

Key clients

Euroz Securities Ltd

Hartleys Limited

Dacian Gold

RTG Mining

Volt Resources

Amani Gold Limited

Aspire Mining Ltd

Star Combo Australia Pty Ltd

New Gold Inc.

Neuberger Berman Australia Pty Ltd

Equity Trustees Limited

BNY Mellon

Perpetual Trustee

Carnarvon Petroleum Ltd

Work highlights

  • Advised Greenstone Resources on a $A35m convertible notes issuance as part of its $A91m funding package for Heron Resources Limited.
  • Advising Neuberger Berman Australia Pty Ltd (Neuberger Berman) and Equity Trustees Limited (EQT) on the entitlement offer and public offer by NB Global Corporate Income Trust (ASX code: NBI).
  • Acting for BTA Institutional Services Australia Limited as Security Trustee, BNY Trust Company of Australia Limited as Trustee and Backup Servicer and Permanent Custodians Limited as Custodian on the creation of the Pepper SPARKZ Trust No. 1 & 2 issuance worth over A$1bn in asset backed securities.

DLA Piper

DLA Piper's ECM team has a strong reputation for advising clients in the mining and resources sector, particularly out of the firm's Perth office. Equally impressive is the practice's specialism in handling US tech IPOs and growing expertise in the life sciences sector. David Ryan heads up the team from Sydney, and Scott Gibson and Marc Wilshaw are the names to note in Perth. A recently promoted partner with a burgeoning practice is Kelly Morrison in Brisbane. In a major coup, M&A and ECM practitioners Shane Bilardi and James Stewart joined the Melbourne and Sydney offices respectively from Norton Rose Fulbright in September 2019.

Practice head(s):

David Ryan

Key clients

Saracen Mineral Holdings

Webjet Limited

IMF Bentham Limited

Resolute Mining Limited

Little Green Pharma

Althea Group Holdings Limited

Resolute Mining Limited

Kalium Lakes Limited

HMI Capital, LLC

Nickel Mines Limited

Work highlights

  • Advising ASX-listed Saracen Mineral on its A$1.1bn acquisition of Barrick Gold’s 50% interest in the Kalgoorlie Super Pit, and its associated A$796m equity raising.
  • Advising Webjet Limited on its A$346m equity raising via an institutional placement and accelerated non-renounceable pro-rata entitlement offer.
  • Advising IMF Bentham Limited on a A$139m institutional placement and pro-rata accelerated non-renounceable entitlement offer, underwritten by Citigroup Global Markets Australia Pty Limited, to fund its acquisition of Omni Bridgeway, creating the largest litigation funding team in the world.

Gilbert + Tobin

Gilbert + Tobin has a standout capability handling major ECM transactions for high-profile clients, including issuers, underwriters, independent financial advisers, and investors. Widely recognised ECM expert Peter Cook maintains close connections with the largest investment banks and the key regulators ASX and ASIC. Other key names in the team include Rachael Bassil, who has won a reputation for her work on IPOs and ASX listings, and Adam D’Andreti, whose experience includes acting for underwriters and issuers on large listings, entitlement offers, institutional placements, and block trades. In addition to the practice's work on IPOs, recent activity has included a number of secondary capital raisings on the ASX in response to Covid-induced share market falls. The department also maintains a presence in the DCM market, under the leadership of special counsel Louise McCoach. A junior partner to note is Alastair Corrigall, who practice spans ECM, M&A, and PE transactions. All named partners are Sydney-based.

Practice head(s):

Peter Cook; Louise McCoach

Key clients

ANZ Bank

Sargon

David Jones Pty Limited

IMF Bentham Limited

NAOS Small Cap Opportunities Company Limited

Acacia Partners

Eticore

Herbert Smith Freehills

Herbert Smith Freehills is regularly active on significant transactions for major clients across the range of capital markets work. The experienced team is known for its sector expertise across tech, health, telecoms, media, financial services, and energy and resources. The ECM offering, led jointly by leading names Philippa Stone in Sydney and Michael Ziegelaar in Melbourne, has recently advised on a notably large proportion of post-Covid secondary raisings on the ASX. Other key names in this space are Philip Hart, Rebecca Maslen-Stannage, and Tim McEwen. On the DCM side, Melbourne-based regional head of finance Andrew Booth and Sydney-based head of DCM Patrick Lowden are key practitioners. Both are regularly involved in high-value transactions across Euro, US, Asian, and Australian markets. Lowden also leads the securitisation offering. Executive counsel Josie Essery in Melbourne is also known for an active practice in DCM. In team news, US securities expert Laura Sheridan Mouton departed to an in-house role in March 2020.

Key clients

Macquarie Capital

Worley Limited

Woodside Petroleum Ltd

Carbon Revolution

Orica

Goldman Sachs

Bell Potter Securities

Seven Group Holdings

Newcrest

UBS

Ramsay Health Care Limited

JP Morgan

APT PIPELINES LIMITED

Credit Suisse

Virgin Australia Holdings Limited

EML Payments

Lendlease Corporation Limited

NEXTDC Limited

Citigroup

Retail Food Group Limited

Brookfield Infrastructure

Royal Bank of Canada

Work highlights

  • Advising Brookfield Infrastructure on a its dual track IPO / sale process for the Dalrymple Bay Coal Terminal (DBCT), at a value speculated by the AFR to be in the order of A$2-2.5bn.
  • Advising Goldman Sachs and Royal Bank of Canada as underwriters and joint lead managers to Saracen’s transformative equity raising in connection with its acquisition of Barrick Gold Corporation’s 50% ownership interest in the Super Pit gold mine in Kalgoorlie-Boulder, Western Australia.
  • Advising Wesfarmers Limited in on the sale by its wholly owned subsidiary, Wesfarmers Retail Holdings, of a portion of the fully paid ordinary shares it held in Coles Group Limited.

Johnson Winter & Slattery

Johnson Winter & Slattery is particularly active in equity transactions for clients in the energy and resources, infrastructure, life sciences, financial services, FMCG, and tech sectors. Another area of focus is in acting for foreign investors on the ASX, especially for US clients. Practice head James Rozsa in Sydney regularly acts for Australian and US issuers on ECM transactions, with strengths in the tech and life sciences sectors. Other notable team members include Perth-based mining sector expert Paul Vinci and John Keeves in Adelaide.

Practice head(s):

James Rozsa

Other key lawyers:

Paul Vinci; John Keeves; Clare Brown

Key clients

Perenti Global Limited

Imricor Medical Systems, Inc.

AB InBev

Visioneering Technologies, Inc.

Bionomics Limited

BSA Limited

ImpediMed Limited

International Venture Management

Liquefied Natural Gas Limited

Northern Minerals Limited

Arafura Resources Limited

Todd River Resources Limited

Osprey Medical Inc.

Senrigan Capital Group Ltd

Blackmores Limited

Work highlights

  • Advising AB InBev on the feasibility of a transaction that would have involved the reorganisation of the AB InBev group’s drinks and brewing businesses in China, Australia, Korea, Vietnam, India and Japan under AB InBev’s Asia Pacific subsidiary, Budweiser Brewing Company APAC Limited (BBC), with a public offering of a minority stake in BBC on the Hong Kong stock exchange (Hong Kong IPO) to follow.
  • Advising on  a number of equity raisings to raise up to approx. $100m.
  • Advising ImpediMed on an institutional entitlement offer and retail entitlement offer, worth $18.2m.

King & Wood Mallesons

King & Wood Mallesons fields pre-eminent practitioners across all three areas of capital markets, and is highly respected for the depth of specialist experience on offer in the team. The DCM team, led by Melbourne-based Ian Paterson, maintains its position at the forefront of the market, continuing to act for all the major issuers of hybrid securities. On the ECM side, the practice continues to play a market-leading role, having been instrumental in a number of post-Covid secondary capital raisings; David Friedlander heads up this part of the department. Paul Smith heads up the securitisation department, which picks up a large proportion of work nationally. Other key partners include the experienced Joseph Muraca (in Melbourne) and junior partner Henrik Moritz in ECM, Philip Harvey in DCM, and Ian Edmonds-Wilson in securitisation. Among more junior lawyers, DCM junior partners John Eagleton and Jo Dodd, DCM special counsel Angela Chung, and ECM special counsel Amanda Isouard are recommended. Named lawyers are in Sydney unless otherwise mentioned.

Key clients

oOh!media Limited

Flight Centre

AMP

Atlas Arteria Limited

Transurban

KKR Credit Income Fund

Investec Australia Property Fund

Australian Unity

Sumitomo Mitsui Banking Corporation

PrimeCredit Limited

Scottish Pacific Group Limited (“ScotPac”)

QBE Insurance

National Australia Bank

AMP

National Housing Finance and Investment Corporation

NSW Treasury Corporation

zipMoney

Commonwealth Bank of Australia

Work highlights

  • Advising Flight Centre, Australia’s largest travel retailer, on a A$700m capital raising.
  • Advising ScotPac in relation to the establishment of a master trust securitisation structure.
  • Assisting with the issuance by NHFIC of its A$315m 10 year Series 1 Social Bonds and its A$315m 10.5 year Series 2 Social Bonds (aggregate $630m), and fully deployed into Australia’s community housing sector.

McCullough Robertson

Brisbane-based McCullough Robertson has the largest capital markets team in Queensland, and primarily serves small to mid-cap clients in primary and secondary raisings. Clients are drawn from industries including resources, industrials, life sciences, tourism, transport, and logistics. The team is headed up by Reece Walker.

Practice head(s):

Reece Walker

Other key lawyers:

Ben Wood; Aaron Dahl; Peter Williams

Key clients

Wagners Holding Company

Over the Wire Holdings Limited

Bounty Mining Limited

Imugene Limited

MSL Solutions Limited

Prescient Therapeutics Limited

Implicit Bioscience Limited

Lindsay Australia Limited

TechnologyOne Limited

SUDA Pharmaceuticals

OtherLevels Holdings Limited

Mackay Sugar Limited

Intuit Technologies

GiggedIn Pty Ltd

Creative Industries Precinct Pty Ltd t/as QUT Creative Enterprise Australia (CEA)

Work highlights

  • Advising Wagners on its $40m capital raising, via a fully underwritten pro-rata 1 for 6.25 renounceable entitlement offer.
  • Advising Imugene on its capital raising and acquisition of Vaxinia Pty Ltd.
  • Advising Bounty on its $90m refinancing transaction with QCoal Pty Ltd, comprising a cash funding of $60m and a guarantee facility for $30m.

Mills Oakley

Mills Oakley serves a client base ranging from large through to mid-market and small-cap issuers, and maintains its growth in the ECM space. Although primarily active on listings, especially those in the A$20m-A$350m range, the practice regularly acts on secondary raisings, particularly for its listed company clients. Iain Laughland and Gavin Douglas jointly head up the Sydney team, while Tony Lalor is head of the Brisbane practice.

Key clients

Microequities Asset Management Group Limited

Volpara Health Technologies Limited

Consolidated Operations Group Limited

ELMO Software Limited

Appen Limited

Bell Potter Securities Limited

Perpetual Equity Investment Company Limited

State One Equities Pty Ltd

Universal Coal plc

Dacian Gold Limited

Cokal Limited

PPK Group Limited

Work highlights

  • Advising Appen Limited on its A$285m capital raising to support its acquisition of Figure Eight Technology Inc.
  • Advising Universal Coal plc on a number of strategic change of control and delisting proposals, resulting in the Company’s eventual delisting from ASX following its takeover by TerraCom Limited.
  • Advising ELMO Software Limited on two strategic capital raisings to accelerate the company’s growth strategy through both organic growth initiatives and M&A opportunities.

Minter Ellison

Minter Ellison's capital markets team has recently built on its strengths in advising mezzanine financiers on complex securitisation matters. The practice also continues to act for issuers and exiting shareholders on listings and capital raisings, as well as advising lead managers and underwriters on underwritings and offer structuring. Clients come from multiple sectors, but the financial services industry is a particular focus of the practice. John Elias heads up the DCM and securitisation teams; he is recognised for his work acting for mezzanine financiers. The department's ECM offering is jointly led by US law specialist Daniel Scotti in Sydney and James Hutton in Melbourne. This part of the practice has recently led on capital raisings on the ASX in response to the financial turmoil caused by the Covid-19 pandemic. Another senior member of the ECM team is Bart Oude-Vrielink. Named lawyers are Sydney-based unless otherwise mentioned.

Other key lawyers:

Bart Oude-Vrielink

Key clients

Brandon Capital Partners

CIMIC

Elders Limited

Funlab

Metrics Credit Partners

Morgan Stanley

Onsite

Openpay

Thiess

Challenger Life Company

Deutsche Bank

A Federal Government Agency

Magnetar Financial

Metrics Credit Partners

Albermarle Corporation

Australian Credit Fund

Brisbane Airport Corporation

BNY Mellon

Nestle

Work highlights

  • Acitng as Australian counsel to Albermarle on its US bond issuance.
  • Acting as legal adviser to Funlab Group Limited in relation to its dual track trade sale and IPO process.
  • Acted for a club of mezzanine funding providers (including Challenger and Deutsche Bank) in respect of funding to be provided to Ratesetter.

Norton Rose Fulbright

Norton Rose Fulbright maintains an active practice across debt and equity capital and securitisation markets. The firm's global footprint allows the department to provide a service that operates smoothly across jurisdictions and that attracts major international clients. The DCM offering is headed up by the Sydney-based James Morris, who has recently been appointed by the Asian Development Bank to advise on the systematic development of the domestic capital markets in Myanmar. Jeremy Wickens leads the ECM team, while Alex Mufford in Sydney is in charge of the securitisation practice. In a significant change to the team, ECM and M&A specialist James Stewart departed for DLA Piper in September 2019.

Other key lawyers:

David Jewkes; Scott Millar

Key clients

Asian Development Bank

Bank of Nova Scotia

National Australia Bank

Deutsche Bank

Citibank

Bank of New York Mellon

ME Bank

Get Capital.

Perpetual

Challenger

Work highlights

  • Engaged to undertake a comprehensive review of Myanmar’s domestic capital markets laws and regulations and the regulatory and institutional framework that both enforces those laws/regulations and oversees and regulates domestic capital markets activities.
  • Advising Vodafone on its proposed scheme of arrangement acquisition of TPG Telecom Limited pursuant to Part 5.1 of the Corporations Act 2001 (Cth) under which Vodafone will acquire all TPG shares and in consideration of the scheme issues Vodafone shares to TPG shareholders.
  • Acting for ME Bank on its investment in senior notes in the newly established Series 2020-1 under the Specialised Finance Warehouse Trust 1.