Current practice

Dan has advised companies and their directors, voluntary administrators and deed administrators on a broad range of insolvency-related issues. Those issues have ranged from advice regarding insolvent trading and the full negotiation of a standstill agreement with the financial creditors in one of Australia’s most complex insolvencies (not ultimately signed) to negotiation of new financing facilities for the Zinifex IPO using Pasminco’s existing DOCA security structure. Dan’s extensive structured finance experience enables him to advise VAs how to restructure complex transactions to avoid claims by note holders that they enjoyed a quasi-secured position against a company immediately following its entry into voluntary administration.

Dan also uses his broad banking and debt market experience to advise large financial institutions and corporate borrowers on a range of banking and finance matters including:

• structured and project finance, and
• acquisition financing and term-lending products including syndicated and large-scale construction finance facilities.

Industry experience

At Freehills, Dan has advised on a number of major financings.

Insolvency and restructurings

• the directors of various Australian-listed companies on their duties to avoid insolvent trading
• Pasminco in the negotiation of a standstill agreement  with all classes of its financial creditors (not ultimately signed)
• the joint VAs of Pasminco on contractual restructuring to avoid claims by certain creditors that they enjoyed a quasi-secured claim on the assets of Pasminco
• the administrators of Sons of Gwalia on secured voluntary administration, DOCA and exit financing, including preparation of information memoranda, term sheets and documentation
• Zinifex prior to its IPO in putting in place a new syndicated facility using Pasminco’s DOCA security structure
• Telstra on its obligations and options during negotiations regarding restructuring of the Australia–Japan optical fibre cable project financing
• an Australian-listed corporate with a  A$1billion-plus syndicated facility on a major restructure of its facility required to secure the consent of its lenders to the sell-down of key assets, and
• CBA on a review of the security packet for a customer with operations in Australia, New Zealand and Germany.

Structured and project financing

Dan has advised:

• the Commonwealth of Australia (through the Department of Finance & Administration) on the fleet management and leasing of a 14,000 vehicle fleet
• Melbourne Transport Enterprises in the financing of its successful bid for the Hillside Trains franchise and its subsequent A$520 million refinancing through a domestic leveraged lease of rolling stock
• a major mining company on leasing over A$400 million of equipment under three separate domestic leveraged operating leases
• a major mining company on a US$200 million ‘secured’ export note issue backed by a five-year forward sale of precious metal production
• a major mining company on a US$100 million multi-jurisdictional receivables securitisation
• a major mining company on a hedging overlay transaction and receivable securitisation
• a major mining company on a US$600 million syndicated facility for the acquisition and development of a new world scale mine, and
• a major domestic trading bank on providing off-balance sheet financing of employee share plan loan schemes for two major listed corporates totalling  $120 million.

Acquisition and bridge financing

Dan has advised:

• JP Morgan and CSFB in arranging a A$3 billion syndicated loan for Telstra
• Smorgon Steel in its successful joint A$815 million bid with OneSteel for Email
• Pasminco on the financing of its successful A$452 million acquisition of Savage Resources
• Sons of Gwalia on the A$220 million acquisition and back-stop financing for its successful bid for PacMin Mining, and
• Newbridge Capital in the financing of its potential purchase of Foster's AUD 1.3bn pub portfolio (detailed signed term sheets only). 

General corporate finance

• National Foods in an A$850 million syndicated loan note facility agreement (including drafting of documentation)
• Zinifex on a A$300 million syndicated secured facility
• Toll Group on a series of co-ordinated bilateral facilities, and
• Telstra on secured JV financing.

Professional background