Freehills is widely regarded as having one of Australia’s leading capital markets practices: standing out for its innovative approach and consistently obtaining the highest possible ranking in Chambers Global, PLC Which Lawyer?, IFLR 1000 and Asia Pacific Legal 500. We are proud to be recognised for our ‘“high–quality advice” and … “strength and depth of expertise” across the capital markets spectrum.’ Asia Pacific Legal 500 2010.

Our experience on acting in many of the most complex and noteworthy transactions means clients benefit from our deep market knowledge and our pragmatic, solutions-based approach.
We act for issuers and underwriters/lead managers as well as rating agencies, trustees, swap providers and credit wrappers on some of Australia’s most significant deals. Our equity capital markets and debt capital markets advisers work seamlessly together on many deals.

We advise on the whole range of domestic and international capital structures—from ordinary equity and hybrids to the most innovative capital-raising structures including:

• initial public offerings
• hybrid and structured securities offerings
• secondary retail and institutional offerings, placements, institutional sell downs and block trades
• rights and entitlement offers (including Jumbos, RAPIDSTM, SAREOs and other accelerated entitlement offers)
• dual track processes
• capital restructuring and capital management transactions including buy-backs and dividend reinvestment plans (DRPs)
• covered bond issues
• pure debt securities, such as medium-term notes, kangaroo bonds and dematerialised securities, kangaroo bonds, CPI-indexed debt securities and mezzanine notes
• private placement transactions
• wrapped and unwrapped debt issues
• credit-wrapped securities, convertible debt securities, retail debentures and perpetual (income) securities
• US private placements, rule 144A issues and Eurobond issues

We have advised on a range of debt capital market transactions, including:

• SPI (Australia) Assets’ establishment of its US$4 billion combined AMTN and Euro-MTN programme.
• APA Group’s establishment of an unlimited AMTN programme.
• APA Group’s inaugural A$300 million 10 year corporate bond. This was the first true 10-year corporate bond in Australia.
• SPI (Australia) Assets CHF175 million 7 year bond issued– publicly offered and Swiss stock exchange listed.
• SPI (Australia) Assets A$500 million 6 year domestic bond.
• Goodman Fielder’s US$300 million US private placement.
• Goodman  Fielder’s NZ$250 million retail listed note issue.
• APA Group’s establishment of its US$3 billion Euro MTN programme.
• Healthscope’s A$200 million retail listed bond.
• Primary Health Care’s A$175 million retail listed bond in Australia. This was the first bond issue utilising ASIC’s new prospectus relief for vanilla bonds.
• Canadian Imperial Bank of Commerce’s $750 million covered bond. This was the first structured covered bond issue in Australia (Insto Distinction Awards 2011 – Innovative Deal of the Year).
• CBA’s $500 million retail bond issue. This was the first issue of senior notes by a major Australian bank to retail investors in Australia.
• BHP’s Australian and EMTN Programs. BHP has undertaken a €2.5 billion EMTN issue and US$3.25 billion US bond issue under these programs.
• Australian Prime Property Fund Retail A$250 million Australian medium term notes issue arranged by CBA and Westpac.
• Caltex’s 2009 US Private Placement issue.
• Elders US private placement issue restructure.
• Transurban’s A$250 million MTN issuance.

Our significant recent experience includes acting for vendors, issuers, lead managers/underwriters and related parties on the following transactions:

IPOs (Initial Public Offerings)

• Aston Resources’ A$1.2 billion IPO.
• Myer Holding’s A$2.4 billion IPO. The Myer IPO was the most significant Australian IPO for 2009, as well as the first major private equity exit through a public offer since the beginning of the global financial crisis.
• Kathmandu’s IPO. Freehills acted as Australian legal counsel to Goldman Sachs JBWere Pty Ltd and Macquarie Capital Advisers Limited as joint lead managers of this IPO.
• Miclyn Express Offshore’s A$516 million IPO.
• Australian Government's sale of its remaining stake in Telstra Corporation Limited (T3), which included a A$15.5 billion equity offering of instalment receipts. This has been awarded FinanceAsia's Best Secondary Offering 2006 and INSTO’s Equity Deal of the Year 2006 and Issuer of the Year 2006.

Secondary offers, including Jumbos, AREOs and the innovative SAREOs

• Santos’ A$3 billion non-renounceable entitlement offer with an innovative ‘blind date’ approach to the syndicate appointment. Awarded: INSTO Distinction Awards 2010 Innovative Deal of the Year and Equity Markets Deal of the Year; CFO Awards 2010 Secondary Market Equity Raising of the Year.
• Woodside Petroleum’s A$2.5 billion renounceable entitlement offer.
• Lend Lease’s A$806 million single bookbuild accelerated renounceable entitlement offer (SAREO).
• Rio Tinto’s US$15.2 billion rights issue (Freehills advised the underwriters/JLMs).
• Amcor Limited’s A$1.611 billion capital raising to fund the acquisition of Rio Tinto’s Alcan packaging unit (Freehills advised the underwriters/JLMs).
• Santos’ A$500 million placement.
• Boral Limited’s A$490 million capital raising used to finance investments and growth.
• CSR’s innovative A$375 million SAREO. CFO Awards’ 2010 Secondary Market Equity Raising of the Year (Freehills advised the underwriters/JLMs).

Restructures and recapitalisations

Babcock & Brown Infrastructure’s A$1.8 billion recapitalisation, involving a cornerstone investment by Brookfield Asset Management Inc. and its affiliates, and a complete restructure of BBI’s capital base. It was the largest and most complex restructuring in the Australian market during 2009. It was also the winner of the Finance Asia Awards 2009 Most Innovative Deal.

• Elders Limited’s A$1 billion combination of debt refinancing, equity raising and asset sale transactions to bring the company ‘back from the brink’.
• Transfield Services Infrastructure Fund (TSI Fund) on its capital structure review.
• Westfield Group’s restructure to create a new, separately listed property trust – the Westfield Retail Trust – and the associated capital raising of up to A$2 billion by Westfield Retail Trust (Freehills advised the underwriters/JLMs).

Buy-backs

We have acted for the following clients on buy-backs:

• Commonwealth Bank of Australia on its five buy-backs, including selective, equal access and 'Dutch auction' tender style.
• Mayne Group on its A$530 million tender buy-back.
• Seven Network on its A$193.9 million tender buy-back.

Our hybrid capital raising experience includes advising:

• Santos’s €700 million 60 year subordinated deferrable bond issued in September 2010. This was the first bond issue ever to get 100% equity credit for ratings purposes and treated as debt for tax and accounting purposes. This was followed by a €300 million tap issue in October 2010 (Insto Distinction Awards 2011 – Bond Deal of the Year and Hybrid Deal of the Year).
• Commonwealth Bank of Australia’s issues of Perpetual Exchangeable Resaleable Listed Securities including the PERLS IV A$1.47 billion offer and PERLS V A$2 billion offer. PERLS V won the Insto Distinction Awards 2009 ‘Hybrid Deal of the Year’.
• ANZ’s A$1 billion convertible preference shares, CFO Awards 2010 ‘Hybrid Deal of the Year’.
• Westpac Banking Corporation’s stapled preferred securities I and II (A$600 million SPS 1 and A$442 million SPS II).
• FKP Property Group’s A$125 million institutional convertible bond offer.
• Commonwealth Property Office Fund’s $200 million Singapore listed convertible note offer.
• Paladin Energy’s US$300M international convertible bond issue and concurrent tender offer to repurchase outstanding convertible bonds maturing December 2011. This was the first utilisation of ASIC’s reinstated regulatory relief from the resale restrictions applicable to shares issued on conversion.
• IAG’s £250M lower tier 2 subordinated exchangeable (convertible) bond issue.
• QBE’s US$500M lower tier 2 subordinated convertible bond issue.

Our experience in acting on many of the most complex and noteworthy transactions means clients benefit from our deep market knowledge and our pragmatic, solutions-based approach. Recent highlights and achievements of our Capital Markets team include:

• Obtaining the highest possible ranking in the most recent editions of Best Lawyers, Chambers Global, PLC Which Lawyer?, IFLR 1000 and Asia Pacific Legal 500.
• Advising Santos on its €1 billion step-up hybrid note: Bond Deal of the Year and Hybrid Deal of the Year – Insto Distinction Awards 2011.
• Advising Canadian Imperial Bank of Commerce on its $750M covered bond: Innovative Deal of the Year – Insto Distinction Awards 2011.
• Advising Santos on its award winning $3 billion capital raising: Secondary Market Equity Raising Deal of the Year – CFO Awards 2009, Secondary Market Deal of the Year and Innovative Deal of the Year - Insto Awards 2009.
• Philippa Stone, Co-Head of Equity Capital Markets, awarded ‘Australian Dealmaker of the Year’ at the ALB Australasian Law Awards 2009 and 2007.
• No.1 ranking in Bloomberg’s 2010 Hybrid League Table for the fifth year in a row.
• Advising on more Australian initial public offerings (IPOs) on the Australian Securities Exchange (ASX) than any other top tier law firm since 1999, according to Connect 4.

Accolades

Legal Guides

Freehills has long been recognised as having one of Australia’s leading Capital Markets practices, and we are consistently ranked as a leading firm in this area when measured against international benchmarks.

Best Lawyers International 2008–2010 rate Freehills’ Equity Capital Markets team No.1 in Australia, with more ‘Best Lawyers’ than any other law firm.

Freehills’ award-winning team is also consistently rated as one of the leading law firms capital markets when measured against international benchmarks:

• Band 1 Ranking – Chambers Global Guide (2004–2010)
• Band 1 ‘Leading’ Ranking – PLC Which Lawyer? (2004–2010)  
• Tier 1 Ranking – Asia Pacific Legal 500 (2004–2010)
• Tier 1 Ranking – IFLR 1000 (2004–2010)
• Tier 1 Ranking – Capital Markets: Debt, Asia Pacific Legal 500 (2005-2010)
• Tier 1 Ranking – Capital Markets: Debt, IFLR 1000 (2008-2010)
• Highly Recommended Firm – Capital Markets: Debt, PLC Which Lawyer? Yearbook (2008–09)

League Tables

• No. 1 ranking in the 1H2011 Bloomberg IPO League Tables Australia and New Zealand, for value of IPOs. 
• No. 1 ranking in the 2010 Bloomberg Hybrid League Tables Australia and New Zealand, for value and number of Hybrids. 
• According to Connect 4, from 1999–2011 we advised clients on more IPOs on the ASX than any other top–tier law firm.

Awards

Our most recent awards include:

• Law Firm of the Year 2010 – Insto Distinction Awards
• Best Financial Law Firm 2009 – FinanceAsia Achievement Awards
• Law Firm of the Year 2008 – INSTO Distinction Awards
• Australian Dealmaker of the Year 2009, 2007: Philippa Stone – ALB Australasian Law Awards
• Australian Deal Team of the Year 2006 Capital Markets Team – ALB Australasian Law Awards

Deals of the Year Awards

• Bond Deal of the Year and Hybrid Deal of the Year 2011: Santos’ €1 billion step-up hybrid note – Insto Distinction Awards
• Innovative Deal of the Year: Canadian Imperial Bank of Commerce’s $750M covered bond – Insto Distinction Awards
• Secondary Market Equity Raising of the Year 2010: CSR’s $375 million SAREO – CFO Awards
• Hybrid Issue of the Year 2010: ANZ CPS II – CFO Awards
• Australian Deal of the Year 2010: Rio Tinto rights issue – ALB Australasian Law Awards
• New Zealand Deal of the Year 2010: Fisher & Paykel recapitalisation – ALB Australasian Law Awards
• Equity Market Deal of the Year 2010: Rio Tinto A$15.2 billion entitlement offer – ALB Australasian Law Awards
• Innovative Deal of the Year 2009: Santos’ A$3 billion capital raising – Insto Distinction Awards
• Equity Deal of the Year 2009: Santos’ A$3 billion capital raising – Insto Distinction Awards
• Hybrid Deal of the Year 2009: Commonwealth Bank of Australia PERLS V – Insto Distinction Awards
• Equity Market Deal of the Year 2009: Commonwealth Bank’s A$2 billion placement – ALB Australasian Law Awards
• Best Deal 2009: Warburg Pincus’ cornerstone participation in Transpacific – The Asset Asian Country Awards
• Equity Raising Secondary Market Deal of the Year 2009: Santos A$3 billion capital raising – CFO Awards 
• Best Secondary Offering 2009: Rio Tinto A$15.2 billion entitlement offer – FinanceAsia Achievement Awards
• Best Equity–Linked Deal 2009: Westpac A$908 million SPSII – FinanceAsia Achievement Awards
• Most Innovative Deal (Joint Winners) 2009: Goodman Group recapitalisation – FinanceAsia Achievement Awards
• Most Innovative Deal (Joint Winners) 2009: Prime Infrastructure recapitalisation – FinanceAsia Achievement Awards

Testimonials

‘This top–tier national practice impresses clients with its high-quality commercial advice and depth of knowledge. The 17-partner team has a strong reputation in equity capital markets and covers the full spectrum of work, from IPOs and secondary offers to traditional capital raisings and hybrid transactions.  Sources say Freehills ECM Team are “Market Leaders.” “They provide good, commercially oriented, practical, value–for–money advice.”’ Chambers Global Guide, 2010

‘Freehills provides ‘seamless advice across divisions and offices’.  Asia Pacific Legal 500, 2011

‘Freehills delivers ‘high–quality advice’ and offers ‘strength and depth of expertise’ across the capital markets spectrum, arguably fielding ‘more high–quality partners across a wider number of areas’ than its competitors.’ Asia Pacific Legal 500, 2010 

‘Freehills retains its top tier status after yet another outstanding year in the bustling equity capital markets. The equity capital markets (ECM) team at Freehills has been hailed by one client as "a most complete team. They are highly capable and highly proficient in three integral aspects necessary for success: commercialism, technical ability, and above all commitment".’ IFLR 1000, 2011

‘Freehills remains atop the equity capital markets rankings, winning respect and praise from clients and competitors after having captured a number of the most complex and noteworthy transactions in another standout year for the practice.’ IFLR 1000, 2010

‘Freehills is well stocked with hard–working lawyers who consistently provide excellent advice, and who are able to deal with any problem associated with capital issues.’ This team is described as ‘very strong on the technical side, with a superb track record and reputation to match,’ and the lawyers’ strengths are identified as ‘their intellectual rigour and their tireless commitment to clients – the partners take a real hands–on approach and are available 24/7.’ Chambers Global Guide, 2009 

‘Ask anyone involved in the Australian equity capital markets where to find the best legal advisers, and Freehills will consistently be among the recommendations.’ Asia Pacific Legal 500, 2009 
‘Freehills continues to be unmatched in quality as they have a team of giants,’ says a client. And competitors agree. Says one: ‘You would be hard–pressed to find a more qualified, dedicated or innovative team.’ Freehills had an outstanding year despite the global slowdown in equity capital markets and was involved in almost all of the landmark Australian equity transactions of 2007 and 2008.’ IFLR 1000, 2009

‘Freehills' debt capital markets team gave a superior performance again this past year, easily maintaining its tier one position in the market.’ IFLR 1000 500, 2010

‘Clients endorse the debt capital markets and securitisation teams, which display high-quality knowledge and efficiency.’ Chambers Global Guide, 2008