Current practice

Philippa specialises in equity raisings and mergers and acquisitions, including privatisation work, and corporate reconstructions for listed companies, as well as general corporate and structured financial products advice.

Philippa is the joint national leader of Freehills’ award winning Equity Capital Markets team which helped clients raise more capital via both IPOs and hybrid offerings in 2004 and 2005 than any other Australian law firm (Bloomberg).

Philippa won Australian Deal Maker of the Year at the ALB Australasian Law Awards 2007, and Freehills’ Capital Markets team won ‘Australian Deal Team of the Year’ at the ALB Australasian Law Awards 2006.

In IFLR’s Capital Markets Handbook 2005, Philippa received more nominations for ‘Leading Individual’ than any other Australian lawyer.

Philippa was also included in the 2004 and 2006 Australian Legal Business list of Australia's ‘Hot 30’ leading lawyers.

Industry experience

Philippa has been involved in major equity raisings, 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)
• Pacific Brands (multi-award winning)
• Promina (multi-award winning)
• New Zealand Telecom (both the 1991 IPO and the 1998 instalment receipt selldown by Ameritech, each involving Australian, the US and New  Zealand public offerings)
• Commonwealth Bank
• David Jones
• Adsteam Marine
• Record Investments
• Macquarie Communications Infrastructure Group
• Valad Property Trust
• Record Realty
• Worley Group
• Repco
• Just Group
• Bradken and Allco Hybrid Investment Trust—as well as rights and other shareholder issues (including the innovatively structured 'Jumbo' offerings by Adsteam Marine (INSTO Magazine’s 2001 Innovative Deal of the Year))
• Macquarie Infrastructure Group 2001 (INSTO Magazine’s 2001 Equity Deal of the Year)
• QBE (Asiamoney’s 2001 Equity Deal of the Year)
• Macquarie Infrastructure Group 2002
• Amcor (INSTO Magazine’s 2002 Equity Deal of the Year)
• Investa Property Group
• Centennial Coal Company
• Deutsche Industrial Trust
• Macquarie Pro Logis Trust
• Australian Infrastructure Fund and Babcock & Brown Japan Property Trust, and the renounceable jumbo 'RAPIDS' structure used for the first time in Macquarie Communications Infrastructure Group’s landmark $900 million raising to fund its acquisition of national Broadcast.

She has also been involved for both issuers and structurers/underwriters in numerous hybrid equity and warrant issues, including:

• CBA PERLS II, III and IV (and CBA’s recent US$700 million Tier 1 trust preferred securities offer)
• St George CPS
• David Jones RPS
• Great Southern Plantations TREES I, II and III
• 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
• Allco Hybrid Investment Trust’s HIT units
• Alleasing Hybrids and PoDS
• Prime Infrastructure SPARCS, DB RREEF RENTS, SKYCITY ACES, Babcock & Brown BBSN and various CommSec warrants
• employee share issues, and DRPs.

Among other nominations, in the latest edition of Chambers’ Guide—the World’s Leading Lawyers, Philippa is ranked in the top tier of capital markets lawyers.

Philippa has also been involved in major acquisitions in the financial services sector, including as part of the team advising the Commonwealth Bank in its $10 billion merger with Colonial Limited, the largest transaction of its kind in Australian corporate history. Other major acquisitions include Bains by Deutsche Bank, DBSM by SBC, St George Bank’s $2.7 billion acquisition of Advance Bank, OMV’s successful hostile bid for Cultus, Adsteam’s bid for Holyman, Sunov’s MBO bid for Novus Petroleum and Shell’s bid for Woodside Petroleum. Philippa also acted for CSR on the $6 billion demerger of its building materials group, Rinker Group Limited.

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).

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. She is currently advising the Commonwealth Government on its preparations for Telstra 3.

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.

Professional background

Philippa has honours degrees in Arts and Law from the University of Sydney. Philippa joined Freehills in 1984, becoming a partner in 1989.

She is a guest lecturer at the University of New South Wales on corporate control transactions and at Sydney University on capital markets transactions. Philippa is tax editor for the Australian Law Journal, to which she contributes articles.

She is on the Law Council of Australia’s Corporations Law Committee and the Australian Securities and Investments Commission’s Equity Offerings Liaison Committee and is a member of the Australian Stock Exchange Listing Appeals Committee. Philippa is also a member of the Commonwealth Government’s Business Regulatory Advisory Group (BRAG) on CLERP 9 reforms. Philippa is also a director of Airservices Australia.