M&A experience
Philippa has also been involved in major acquisitions in the financial services, commodities and energy sectors.
Philippa has most recently advised on the follow landmark, complex and innovative transactions:
- Transfield Services Infrastructure Fund’s current ‘take private’ proposal by Ratchaburi Energy.
- DP World’s sale of a 75% interest in its $1.8 billion Australian Ports business to a consortium of investors led by Citi Infrastructure Investors.
- Aspen Asia Pacific’s $900 million acquisition of Sigma’s pharmaceutical business.
- Prime Infrastructure’s US$2.5 billion merger by scheme of arrangement with Brookfield Infrastructure.
- CSR’s $1.75 billion sale of its sugar division (Sucrogen) to Wilmar (and the concurrent demerger proposal).
- Bupa Australia’s A$2.41 billion merger with MBF, to create Australia’s leading private health insurance group. The merger was effected by concurrent scheme of arrangement and demutualisation and is the largest merger to date in this sector.
- Commonwealth Bank of Australia’s A$2.1 billion acquisition of BankWest and St Andrews from HBOS plc. The acquisition included Commonwealth Bank providing $17 billion of replacement funding to HBOS as well as a contemporaneous $2 billion capital raising.
- Viterra Inc’s, Canada’s largest grain handler, A$1.6 billion acquisition of ABB Grain Ltd, the world’s second-largest barley exporter and fourth-largest wheat shipper, by scheme of arrangement.
- Macquarie Communications Infrastructure Group’s A$1.6 billion acquisition by Canada Pension Plan Investment Board by scheme of arrangement.
- Macquarie Capital, in relation to its agreement with Macquarie Airports (MAp) to internalise the management of MAp for a payment of $345 million, and in relation to MIG’s recent demerger and partial internalisation proposal.
- Energy Developments Limited in relation to the takeover proposals received from Archer Capital and Pacific Equity Partners.
- WorleyParsons Group Limited in relation to its takeover bid for Evans & Peck.
- Promina’s $7.9 billion merger with Suncorp (one of the largest insurance sector mergers ever in Australia).
- Babcock & Brown’s $8 billion acquisition of Alinta.
- Commonwealth Bank’s $10 billion merger with Colonial Limited, the largest transaction of its kind in Australian corporate history.
Other major public M&A matters include St George Bank’s $2.7 billion acquisition of Advance Bank (and St George’s earlier proposal for Metway Bank), QBE’s recent $8 billion proposal for IAG, OMV’s successful hostile bid for Cultus, Adsteam’s bid for Holyman, Crosby/Sunov’s bid for Novus petroleum, the CSR/Rinker demerger and Shell’s bid for Woodside Petroleum.
She also has significant experience in acting for vendors and purchasers in negotiated divestment contexts, including a number of disposals for the old Adsteam (now Residual Assco)/DJL/IEL groups, many involving concurrent competitive float/trade sale processes, sales of major infrastructure assets and LBO and other venture capital work.
She advised the Commonwealth Government on the $5.58 billion sale of Sydney Airport, and also acted for Flinders Ports, the successful bidder in the sale of South Australia’s ports, as well as acting on a number of other airport transactions (Townsville/Mt Isa, interests in Adelaide and the Northern Territory airports, Bankstown/Camden/Hoxton Park, Hobart).
Philippa advised the Commonwealth Government on the scoping studies in relation to Medibank Private and Telstra 3, and a state government on a privatisation scoping study for another government asset.
In addition, Philippa undertakes a wide range of reconstruction work, including court approved schemes of arrangement, capital reductions and trust reconstructions, many with complex international aspects.
Equity Capital Markets experience
IPOs and privatisations
Philippa has been involved in many major IPOs and controller sell-downs, including a number of landmark privatisations—these included:
- Telstra 1, Telstra 2, and the multi-award winning Telstra 3 (the biggest Australian public offerings to date, and among the largest worldwide, also involving public offerings in the US, Canada, Japan and New Zealand)
- SP AusNet (multi-award winning)
- Aston Resources (largest Australian coal sector IPO to date)
- Miclyn Express Offshore
- Royal Wolf
- Pacific Brands (multi-award winning)
- Promina (multi-award winning)
- New Zealand Telecom (involving Australian, the US and New Zealand public offerings)
- Commonwealth Bank
- David Jones
- Adsteam Marine
- Record Investments
- Allco Max
- Macquarie Communications Infrastructure Group
- Worley Group
- Repco
- Just Group.
Secondary offers
Philippa helped develop the innovative ‘Jumbo’ (or AEO) accelerated entitlement offer structure, first used in Adsteam Marine (INSTO Magazine’s 2001 Innovative Deal of the Year) and has subsequently acted on numerous other raisings using this structure (as well as on numerous traditional rights offers and placements) including offers by:
- Macquarie Infrastructure Group
- QBE
- Amcor
- Investa Property Group
- Centennial Coal Company
- Deutsche Industrial Trust
- Macquarie Pro Logis Trust
- Australian Infrastructure Fund
- Incitec Pivot
- CSR SAREO
- Dexus
- Macquarie Office Fund
- STW
- Incitec
- Mirvac
- Devine
She also acted for MCIG on its landmark $900 million raising to fund its acquisition of ntl:Broadcast which used the ‘RAPIDS’ (or AREO) accelerated renounceable entitlement offer structure for the first time, as well as acting on many subsequent RAPIDS or variant offers, including offers by:
- Macquarie Countrywide
- WorleyParsons
- Westfield
- Fisher & Paykel
- FKP Property Group
- Woodside Petroleum.
She recently acted for the underwriters of Rio Tinto’s US$15.2 billion rights issue, one of the largest rights issues ever, and with complex legal aspects arising from Rio Tinto’s dual listed company structure.
Recapitalisations and cornerstone investments
She has also acted on a number of recent complex recapitalisations, some involving cornerstone investors and complex interactions between debt and equity arrangements, including:
- Babcock & Brown Infrastructure’s A$1.8 billion recapitalisation proposal involving a new cornerstone investor, Brookfield Infrastructure L.P (together with its affiliates), and associated complex debt restructuring and asset sales.
- GIC’s cornerstone investment in GPT’s A$1.6 billion equity raising.
- Warburg Pincus’ cornerstone participation in a A$800 million capital raising by Transpacific.
- Elders Limited’s combination of debt refinancing, equity raising and asset sale transactions to bring the company ‘back from the brink’.
Hybrid and equity issues
Philippa has also been involved for both issuers and structurers/underwriters in numerous hybrid equity and other equity issues, including:
- CBA PERLS II, III, IV and V (and CBA’s US$700 million Tier 1 trust preferred securities offer)
- Westpac SPS 1 and 2
- ANZ CPS
- NAB Tier 1 Convertible Notes
- Paladin Convertible Bonds I, II and III, including recent tender buyback
- FKP Group Convertible Bonds
- MCIG Convertible Bonds
- Avoca Resources Convertible Bonds
- Transpacific SPS Trust
- BBI EPS
- David Jones RPS
- IAG RPS II
- Amcor PACRS 2
- Leightons Notes
- Toll RPS
- Westfield Trust Notes and Options (and associated Luxembourg listed convertible bonds)
- Promina RPS
- Austar United Communications STARS
- Australian Energy Income Fund’s FIELDS
- Prime Infrastructure SPARCS
- DB RREEF RENTS
- SKYCITY ACES
- various warrants, structured products, employee share issues and DRPs
