Current practice

• debt capital market and hybrid securities transactions in the domestic market and in United States and Euro markets
• acting for banks and end users on a wide range of swaps, futures and option contracts and other derivatives instruments, including electricity derivatives and structured derivatives transactions such as equity swaps and credit derivatives
• secured and unsecured bank financing facilities and corporate financings and refinancings generally, and
• acquisition and private equity financings.

Andrew heads Freehills’ national Debt Capital Markets team and has been at the forefront of many of the recent developments of the debt capital markets, particularly the issuance of dematerialised securities and US Private Placement issues by Australian corporates.

Andrew has previously worked in the New York office of major United States law firm Sullivan & Cromwell, working primarily in the areas of debt and equity securities and derivatives. He has also completed a secondment at the in-house treasury operation of Coles Myer Ltd.

Industry experience

Australian capital markets issues

• Citigroup and National Australia Bank as arrangers of the Wells Fargo $3 billion kangaroo bond program, which won Insto’s Vanilla Bond Deal of the Year award.
• Westpac and Citigroup as arrangers of the Alinta Network Holdings $450 million credit wrapped note issue.
• Barclays and Royal Bank of Scotland as arrangers of the United Energy Distribution $500 million credit wrapped note issue.
• National Australia Bank as arranger of the Newcastle Permanent Building Society $1 billion debt issuance program.
• Barclays and Citigroup as arrangers of the $550 million credit wrapped note issue in respect of the Dampier-Bunbury natural gas pipeline.
• Transurban $1.8 billion Credit Wrapped and Non-Credit Wrapped Domestic MTN Program.
• Bradford & Bingley plc $2 billion kangaroo bond program.
• National Rural Utilities Cooperative Finance Corporation $2 billion kangaroo bond program.
• ANZ, Citigroup, CBA, Deutsche, SG and Westpac as dealers on AWB Harvest Financier’s ring fenced $500 million domestic MTN program, which won an Australian Legal Business Deal of the Year award.
• National Australia Bank, Barclays Capital and Citicorp as arrangers of CitiPower $1 billion credit wrapped MTN program.
• Carter Holt Harvey Limited unlimited Trans Tasman CP, MTN and TLC debt issuance facility.
• National Australia Bank as arranger of Origin Energy’s $1 billion debt issuance program.
• Coles Myer unlimited domestic dematerialised securities CP program.
• Merrill Lynch as lead manager of $400 million Subordinated Callable Note Issue by National Australia Bank Limited.
• National Australia Bank, Commonwealth Bank of Australia and ABN AMRO as arrangers and dealers of Powercor’s $600 million credit wrapped MTN program
• Santos $1 billion MTN program.
• Treasury Corporation of Victoria's unlimited domestic dematerialised securities CP program.

Global, Euro and Asian market issues

• Barclays Bank plc US$30 billion Global Commercial Paper Program.
• Coles Myer $3 billion Global Debt Issuance Program.
• Treasury Corporation of Victoria’s $3 billion Euro Medium Term Note Program.
• Treasury Corporation of Victoria’s $2 billion multi-currency Euro Commercial Paper Program.

United States issues

• WesTrac’s US$300 million 2006 US private placement.
• Transurban US$380 million secured US private placement in 2005 and US$247.5 million and A$72 million US private placements in 2004.
• Orica A$559 million US private placement (the largest A$ denominated US private placement issue) and its earlier US$180.5 million US private placement.
• Advising US investors and Dewey Ballantine on US$73,900,000 US private placement as part of the funding of the Spencer Street Station redevelopment.
• Santos 2002 US$300 million US private placement and 2000 US$290,000,000 US private placement.
• Ticor US$50 million US private placement.
• Pacifica US$50 million US private placement.
• Advising ANZ, Toronto Dominion, NAB and Westpac in negotiations with US private placement noteholders on the refinancing  of the PMP Group.
• Acting for the underwriters on the following Rule 144A issues: Foster’s Brewing Group’s US$200,000,000 Notes, NextLink Communications, LLC’s US$350,000,000 high yield Senior Notes; Brooks Fiber’s $425,000,000 Senior Discount Notes and Freeport-McMoRan Resource Partners, LP’s US$150,000,000 Senior Notes.

Derivatives

• ANZ Investment Bank in the documentation of numerous structured equity swap transactions and credit derivatives.
• Queensland Treasury Corporation credit derivatives documentation, advice and processes.
• Advising a number of financial institutions, including Rothschild and ANZ, on total rate of return and loan asset swap transactions.
• Cargill Asia Pacific and Cargill Australia in connection with various structured commodity trading products and the regulation of the Australian trading operations.
• Acting for a range of electricity market participants in respect of their electricity hedging transactions and the documentation of hedging transactions associated with a range of project financings.
• Numerous corporate end-users in a broad range of derivatives transactions.

Corporate and other financings

• Acting for financiers on a range of corporate financings and refinancings, including the refinancing of PMP Limited, Mayne Group, Symbion Health, Australian Capital Equity and Southern Cross Broadcasting.
• Private equity financings, including the financing of the Just Jeans public to private transaction and refinancings of Gold Coast Airport Limited, the Taverner Hotel Group, Envotec and Olex Australia.
• Acquisition financings, including acting for the MFS Lifestyle and Leisure Group’s acquisition of the Mount Hotham and Falls Creek ski fields and the Oceanis aquariums business, CS First Boston on Rank Group's NZ$350 million leveraged acquisition of New Zealand Dairy Foods Limited, Pacifica on its Euro 33 million acquisition of AP Sanoma and the acquisition of New Clicks Australia.
• Acting for a range of corporates on their corporate finance and treasury legal requirements, including Coles Myer, Santos, Queensland Airports Limited, Singapore Power and Transurban.
• Acting for the OneLink consortium on the project financing and refinancing of the Melbourne automated fare collection system.

Professional background

Andrew has published papers and articles and made numerous presentations at seminars in relation to a range of capital markets, derivatives and corporate treasury matters. Andrew’s speaking engagements include numerous invitations to speak by the Finance and Treasury Association and he has lectured at the University of Melbourne as part of its graduate program on financial transactions law and the use of derivatives in project financing. Andrew’s paper entitled 'Legal Aspects of Currency, Commodity and Power Derivatives' has been published in the 1997 Australian Mining and Petroleum Law Association Yearbook.

Admitted to practice in the Supreme Court of Victoria and New South Wales, Andrew holds Bachelor of Economics and Bachelor of Laws degrees from Monash University and a Master of Laws degree from the University of Melbourne.