Freehills has advised Astro Japan Property Trust (Astro) and Lend Lease on their recent staplings. Astro commenced trading as a stapled entity last Thursday, following overwhelming approval at its recent Annual General Meeting (AGM). This Friday, Lend Lease Corporation also commences trading as a stapled entity following 99 per cent shareholder approval at its AGM.
Freehills partner Justin O’Farrell led the Freehills team in both of these deals, each driven by differing considerations. O’Farrell worked closely with partner Jim Graham, senior associate Rob Bileckij and solicitor Sami Wilson.
Freehills lead partner Justin O’Farrell said of the transactions, ‘The Astro deal was interesting. The stapling was the culmination of the separation of the trust from Babcock & Brown earlier this year. We came up with a very innovative synthetic stapling designed to deliver the deal with speed and certainty, without the need for unitholder meetings in the very uncertain times then confronting the Babcock Group. The recent stapling taken to unitholders introduced a more conventional internalised model that would reduce complexity for Astro in the future. It was very well received.’
‘The Lend Lease case is very different and again unusual. Lend Lease is distributing units in a shell trust to its shareholders and then stapling. The purpose is all around future flexibility for Lend Lease in acquiring property assets in a way which is effective for shareholders. The proposal put to shareholders was assembled very efficiently and was very simple. Lend Lease has $1 billion in cash and flexibility for future acquisitions seems opportune. It was again very satisfying to see a proposal so overwhelmingly supported.’
‘Vital to the success of both deals was extensive collaboration between the Freehills team and the in-house counsel, who included Rohan Purdy at Astro and William Hara at Lend Lease.’
‘Apart from the public documents there is an enormous amount of other work needed to set up these stapled entities - regulatory liaison, structural documentation and internal processes. William and Rohan each handled all this seemingly effortlessly and in great spirit.’ O’Farrell added.
‘The system is under review but these deals confirm the age of stapling is not dead.’ O’Farrell concluded.
O’Farrell also recently assisted Forum Partners on the Australian aspects of their refinancing of Galileo Japan Trust.
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