For Australia's corporate sector, 2003 started off a low base, coming off the back of the global economic downturn that intensified post-September 11 and continued well into 2002.

While 2003 was never expected to be the year of the big recovery, deal-makers approached it with quiet optimism. That optimism was quickly subdued by the US-led war in Iraq in February, which cast a pall over business globally and to a lesser extent, the home front. The resulting uncertainty acted as a stopper on deals; companies were reluctant to list, to finance projects - generally to engage in any risky business.

But come March, with the Iraq situation contained, things started to look up. On the IPO front, insurance giant Promina Limited listed in May on the Australian Stock Exchange as part of a global restructure of the Royal & SunAlliance Insurance Group. It was just the confidence the market needed, and by year's end, the ASX had seen a surge in listings after what had been a quiet couple of years.

Of the major deals in 2003, M&A proved far and away the most active area. According to Thomson Financial, Australian and New Zealand M&A activity last year soared well above 2002 levels. The value of announced deals involving an Australian or New Zealand target or acquiror rose 65.1%, to US$68.03bn from US$41bn. Deal volumes were also up, from 178 to 266, a 49.44% increase - as was lawyer participation, rising from US$38.53bn to US$61.48bn, or 59.6%. The two leading deals involved off-shore acquisitions by Australian-based companies: News Corp's US$6.88bn acquisition of a stake in US-based Hughes Electronics Corp and ANZ's US$3.79bn acquisition of the National Bank of New Zealand from Lloyd's TSB Group plc.

Interestingly, M&A involving both an Australian bidder and target hit a peak, with a number of deals done that were significant not only for their complexity, but the industries they embraced. Tabcorp successfully bid for Jupiters, creating the country's biggest gambling outfit; ASX-listed CPH Investment Corp merged with Challenger International Limited in an unusual move for a listed MIS; and Burns Philp launched a highly leveraged hostile takeover bid for Goodman Fielder, which the latter very publicly defended.

AMP went the opposite way, jettisoning its gangrenous UK operations and returning the company to its roots in a A$10bn de-merger - one of the most complex in Australia's corporate history and involving a raft of regulatory hurdles.

For project finance, 2003 was not the most active year, with no deals to rival the A$5.588bn sale of Sydney Airport in 2002. According to league table group Dealogic (Ed note: don't call this a data organization!!), the value of project finance deals in Australia fell 21% in 2003 to A$9.03bn, from A$11.41bn in 2002. This was against a 36% rise in global project finance volumes. The number of actual financings, however, increased from 26 to 46 over this period, with projects such as the A$1.53bn Western Sydney Orbital - which achieved financial close in February 2003 and was one of ALB's top ten deals of 2002 - dominating the Asia-Pacific league tables.

Project finance lawyers are more upbeat about activity levels this year, however, predicting an increase in work on the back of public-private partnership (PPP) projects and projects in emerging sectors such as renewable energy, as well as offshore investors in Australian utilities looking to exit the market. Witness US energy company Aquila's sale of its Australian energy assets to Alinta and AMP Henderson, affectionately known in the market as 'Project Shearwater': a highly complex deal involving a number of individually significant, inter-linking transactions, it is one of ALB's top ten deals of 2003.

While project financings did not feature prominently in the top ten, there are a number worthy of mention, including: the A$1.5bn Lane Cove Tunnel project, which achieved financial close on December 9 last year; the A$1.03bn Cross City tunnel project, and; the A$165.6m Lake Bonney Wind Farm project financing, which marks the first wind farm project financing in Australia and the first syndicated in the Australian bank market.

Allens Arthur Robinson and Mallesons Stephen Jaques were joint leaders in the ALB top ten deal ranks, advising on six of the top ten deals. They were closely followed by Freehills and Minter Ellison on five deals, and Blake Dawson Waldron on four. Corrs Chambers Westgarth is also worthy of mention for its role on two of the top ten. 

Methodology
· ALB contacted firms around Australia and asked them to nominate the ten most significant transactions of 2003 on which they advised. Deals eligible for consideration fell into one or more of the following categories: debt- and equity-linked transactions; M&A; project financing; structured financing; restructuring; securitisation.
· A list of nominated transactions was collated and reviewed. A comprehensive list was considered by ALB's team and an independent panel of advisers, comprising senior corporate counsel.

The criteria against which Australia's 'Top 10' deals of 2003 was judged was largely subjective. Rather than being a quantitative survey of transactions, we sought to recognise those deals that made news in 2003. Particular emphasis was given to the number and profile of parties involved, the size and complexity of the deal, its innovation, and its significance to Australia. Confidential transactions were excluded from consideration.

TOP TEN DEALS OF 2003

AMP Limited de-merger and placement

What makes it a 2003 Top 10 Deal: Widely regarded as the most complex de-merger in Australia's corporate history, the splitting of AMP Limited's operations into two separate regional entities involved a number of complex individual transactions, including a capital adjustment, scheme of arrangement and dual listing of the de-merged entity HHG on the Australian and London stock exchanges, a capital raising, a rights offer and financial restructuring.
When it closed: 15 December 2003
Deal value: A$10bn
Deal category: Debt + Equity Linked; Equity; M&A; Restructuring

Principal legal advisers
Mallesons Stephen Jaques (Tony Bancroft, Greg Golding, Greg Hammond, Nicola Wakefield Evans, Susan Hilliard, Peter Cook, Ashley Black) Role: Adviser to AMP Limited
Minter Ellison (Robert Hanley, Mark Standen, Michael Barr-David) Role: Adviser to AMP Limited
Clayton Utz (Jane Forster) Role: Adviser to AMP board
Lovells (Richard Brown) Role: UK law adviser to AMP Limited
Freshfields (Robert Stirling, Graham Nicholson) Role: UK law adviser to AMP Limited
Allens Arthur Robinson (Jon North) Role: Adviser to UBS Capital Markets Australia Limited as underwriter in connection with AMP rights issue
Allen & Overy Role: UK law adviser to underwriter in connection with AMP rights issue

Deal description: AMP Limited listed in June 1998. At their peak, shares in the financial services, insurance and wealth management giant were worth around $22. Last May, when the decision was made to jettison AMP's UK operations, it was closer to $8. Bad investment decisions - specifically, in relation to UK life businesses - helped deliver losses to the company of around $896m in February 2003, and ultimately forced management, as AMP boss Andrew Mohl said when announcing the decision, to bring AMP "back home".

Over a tight timeframe of eight months, the AMP group was de-merged into two separate regional businesses: AMP in Australasia and HHG in the UK. HHG plc was subsequently listed on the ASX and LSX. The de-merger was effected by scheme of arrangement (approved by the court in December 2003) and capital adjustment (involving a cancellation of shares and subsequent share split). Funding for the de-merger was achieved through a $1.2bn placement and $750m share purchase plan. The placement was the biggest in Australian corporate history. There were also a number of regulatory hurdles that had to be overcome, contributing to the deal's complexity.

Minter Ellison partner Robert Hanley, assisted by partners Mark Standen and Michael Barr-David, led a team of around 20 Minters lawyers in advising AMP Limited on the Australian aspects of the de-merger, including drafting the Explanatory Memorandum and other de-merger meeting material, assisting AMP develop a strategy for the fair treatment of AMP option plan participants and advising on "separation" issues.

Mallesons partners Tony Bancroft and Greg Golding led their firm's team in advising AMP on the structure of the de-merger as well as the court approval process and due diligence. Clayton Utz corporate partner Jane Forster was seconded to the company to work on the de-merger deed and to provide advice to the Board, as well as advice on the sale of assets. UK firms Freshfields and Lovells advised on the UK aspects of the de-merger.

Allens Arthur Robinson (led by Jon North) and UK magic circle firm Allen & Overy advised UBS Capital Markets Australia Limited as underwriter in connection with the AMP rights issue.

Promina Limited IPO

What makes it a 2003 Top 10 Deal: This was the largest IPO globally in the 2002-03 financial year, and the largest to end November 2003. Promina is also widely considered to be the float that turned Australia's IPO market around, with its strong performance sparking a surge in listings on the ASX in the latter half of 2003 after a flat 2002 and 2001. It was also the first Australian IPO since changes to the Corporations Act to include a greenshoe option.
When it closed: 12 May 2003
Deal value: A$1.875bn
Deal category: Equity

Principal legal advisers
Freehills (Philippa Stone, Rebecca Maslen-Stannage, Michael Mills, Fiona Gardiner-Hill, Phil Hart, Tim McEwen, James Parker, Daniel Scotti) Role: Australian counsel to Promina (as issuer) and RSA Overseas Holdings BV (vendor)
Minter Ellison (Sebastian Hempel, Ken Watson) Role: Independent legal adviser to Promina
Mallesons Stephen Jaques (David Friedlander) Role: Australian counsel to joint global co-ordinators: Goldman Sachs Australia Pty Limited and Macquarie Equity Capital Markets Limited
Pillsbury Winthrop (Intl) (Robert Meyers, Angelique Mentis, John Dick, Daniel Dashiell, Cécile King) Role: US counsel to joint global co-ordinators
Jones Day   Role: US counsel to issuer and vendor
Simpson Grierson    Role: NZ counsel to issuer and vendor
Bell Gully   Role: NZ counsel to joint global co-ordinators
Ashurst Morris Crisp   Role: UK counsel to vendor
Nauta Dutilh   Role: Dutch counsel to vendor

Deal description: Promina Group Limited is Australia's third largest insurance and financial services group. Prior to its float, Promina (formerly Royal & Sun Alliance Australia Holdings Limited) was an indirect wholly owned subsidiary of Royal & Sun Alliance Insurance Group plc, a public limited company incorporated in England and Wales, and listed on the London and New York stock exchanges. RSA Overseas Holdings BV, a limited liability private company from The Netherlands, was the direct corporate parent, which also owned the NZ operations transferred into Promina for the IPO.

The Promina IPO was part of the Royal & Sun Alliance Insurance Group's strategy to rationalise its worldwide interests. It was the first Australian IPO since changes to the Corporations Act to include a greenshoe option (and therefore the ability by the joint global co-ordinators to undertake post-market stabilisation). It also involved one of the biggest retail marketing campaigns for a non-government IPO, requiring ASIC relief to allow for advertised pre-registration benefits.

The offer to retail investors closed on 2 May 2003, and the institutional offer ran from 7 to 9 May. Promina listed on the ASX on 12 May 2003. In addition to an Australian and New Zealand retail and institutional offer, the IPO included a Rule 144A offering in the US and a "rest of the world" institutional offering pursuant to Regulation S. 

Goldman Sachs Australia Pty Limited and Macquarie Equity Capital Markets Limited were the joint global coordinators and bookrunners for the transaction, which was completed on an expedited six-month timetable.  The final price for shares in the offer was A$1.80 per share for institutions, with retail investors receiving a A$0.10 per share discount.  There was strong institutional demand for the stock from overseas investors (particularly from the US). On 9 February this year, the share price closed at A$3.27.

Freehills partner Philippa Stone led a team of lawyers at the firm, including Michael Mills and Terry Brigden (insurance and funds management) and Rebecca Maslen-Stannage (public company transactions) in acting as Australian counsel to RSA Overseas Holdings BV (as vendor) and Royal & Sun Alliance Insurance Group plc.

Mallesons Stephen Jaques (lead partner David Friedlander) was Australian law adviser to the float's joint global co-ordinators.

Pillsbury Winthrop acted as the U.S. disclosure counsel on the U.S. portion of the offering. Partner Robert Meyers led the firm's team, working with partner Angelique Mentis and associates Dan Dashiell, John Dick, Patricia Killian and Cécile King out of the Sydney office. New York partners David Early-Hubelbank and Todd Eckland, together with San Francisco-based partner Stan Wong, were also involved.

Minter Ellison advised Promina on prospectus indemnity issues between Promina and its UK parent, and the underlying agreements between Promina's UK parent and the joint global co-ordinators (including the Offer Management Agreement, Settlement Support Agreement, Over-Allocation Option Agreement and International Purchase Agreement). The firm also acted for Promina on the purchase of Promina New Zealand, which occurred in conjunction with the share sell down, ASX listing and share issue.

Meyers said the Pillsbury team had to work through a range of obstacles to meet the tight deadline. "International crisis combined with the generally adverse conditions in the global capital markets made this complex transaction even more challenging, yet rewarding at its conclusion," Meyers commented in June last year.

According to Stone, although the Australian group had a high level of management autonomy, there were a number of separation issues to be addressed. These included Promina's acquisition of the NZ business, dealing with shared brands and some shared reinsurance arrangements, renegotiation of several change of control provisions and "ring fencing" of the lenders' mortgage insurance business.

AWB - Ring-fencing of national wheat pool

What makes it a 2003 Top 10 Deal: The ring-fencing of AWB Limited's monopoly wheat export operations represents the first whole-of-business securitisation undertaken in Australia. It involved a novel Ring-fencing Deed and associated equity and security arrangements; the novation/assignment of around 150 commercial contracts; 20 ISDA master derivatives agreements with 13 different counter-parties; the establishment of 12 standby liquidity facility agreements, and; the negotiation and documentation of debt capital markets programs with an aggregate value of US$3bn in Europe and the US, and A$2.5bn in Australia.
When it closed: 1 October 2003
Deal value: A$6.5bn
Deal category: Debt + Equity Linked; Structured Financing; Restructuring; Securitisation

Principal legal advisers
Blake Dawson Waldron (Bruce Whittaker (lead partner), Jodi Fullarton-Healey, Gail Owen, Richard Brooks, Tony Greenwood, Barbara Phair, Richard Bunting, Grant Fisher) Role: Adviser to AWB Limited
Mallesons Stephen Jaques (Michael Gammans) Role: Adviser to JP Morgan Institutional Services Australia Limited (Trustee)
Freehills (Andrew Booth) Role: Adviser to MTN program dealer panel (ANZ, Citigroup, CBA, Deutsche Bank, SG Australia, Westpac)
Sullivan & Cromwell  Role: US law adviser to AWB Limited
Clifford Chance  Role: UK law adviser to AWB Limited

Deal description: Formerly the Australian Wheat Board, AWB Limited holds the national monopoly over the country's bulk wheat exports. These exports vary from year to year; in 2002, Australia exported around A$5.3bn worth of wheat - around 16 tonnes - which accounted for 16% of the entire global wheat trade.

On 9 February, AWB Limited announced that the national wheat harvest for 2003-04 national was expected to reach 25m tonnes - a record Australian crop. Around 19m tonnes of this harvest will find its way into the AWB National Pool.

As part of a business strategy to expand its operations beyond management of the national wheat pool (and to increase its revenue sources), AWB Limited undertook to restructure the group and ring-fence the wheat export monopoly operations from its other business in order to de-link the rating of its funding of the export pool from the corporate rating of the rest of the group.
 
Led by partner Bruce Whittaker, Blake Dawson Waldron (Jodi Fullarton-Healey, Gail Owen, Richard Brooks, Tony Greenwood, Barbara Phair, Richard Bunting, Grant Fisher) was the adviser to AWB Limited on structuring, negotiating and implementing the ring-fencing, which resulted in the whole-of-business securitisation of the national wheat pool.

Mallesons Stephen Jaques advised JP Morgan as Trustee, while Freehills acted as adviser to the MTN Program Dealer panel of ANZ, Citigroup, CBA, Deutsche Bank, SG Australia and Westpac.

The ring-fencing successfully enabled AWB to secure the highest possible short-term credit ratings from Standard & Poor's and Moody's for the national wheat pool funding.

Foster's Group Limited spin-off of ALH through IPO, and asset sale to ALE Property Group

What makes it a 2003 Top 10 Deal: The ALE Property Trust and ALH floats (together with the offer of three different types of securities relating to the Trust) were the second largest in Australia in 2003. The ALH float involved a novel structure to give Foster's certainty as to the minimum sale proceeds of the offer (including an underwritten floor price for the offer; a bookbuild process to determine the institutional final price and a 10% over-allocation option granted to the global co-ordinator by Foster's at the institutional final price). The asset sale to ALE involved the first pub securitisation in Australia.
When it closed: 19 September (ALH prospectus); 26 September (ALE offer documents)
Deal value: A$1.4bn
Deal category: Debt + Equity Linked; Equity; Structured Finance; Securitisation

Principal legal advisers
Corrs Chambers Westgarth (John Slattery, Simon Morris (Corporate), Alan Hall (Property)) Role: Adviser to Foster's Group
Minter Ellison (John Steven, Bart Oude-Vrielink, Lloyd Baggott, Andrew Venables, Alan Kenworthy) Role: Adviser to ALH
Allens Arthur Robinson (Nigel Papi) Role: Adviser to ALE
Blake Dawson Waldron (Elizabeth Pakchung) Role: Adviser to Macquarie Bank as underwriter
Freehills (John McKenna, Nick Grambas (lead partners); Lucy McCullagh, Tania Lalli (senior associates)) Role: Adviser to senior financiers (Westpac and ANZ) on the financing of ALH

Deal description: After much speculation, Foster's Group Limited - best known for beer brands such as Carlton, Foster's and VB - announced on 12 August last year that it would sell its leisure and hospitality division, comprising the group's hotel, gaming and retail liquor operations. The plan? To split the division into two separate entities - Australian Leisure and Hospitality Group Limited (to operate the pubs and related businesses) and Australian Leisure and Entertainment Property Management Limited (a separate property trust to acquire the land and buildings connected with the operation of the businesses).

In announcing the spin-off, Foster's CEO Ted Kunkel said it was the "appropriate" time to jettison the division, which was inconsistent with the company's global expansion plans and "not seen as essential to building brand equity across Foster's wine and beer businesses". "An IPO, with the simultaneous creation of a property trust, has been assessed as the most effective means to maximise value for Foster's shareholders," Kunkel said in a statement.

The A$1.501m spin-off was two-pronged. The first stage involved Foster's wholly owned subsidiary, Carlton and United Breweries Limited, selling its shares in ALH through an IPO, to raise A$809.7m. There were two retail offers, the second of which closed oversubscribed on 3 November, and an institutional offer. ALH made its stock market debut on 7 November, with ALE listing on 12 November.

The second stage of the deal involved the sale of property assets - 105 hotels in key locations across five states - to ALE, and leaseback to ALH. To partly fund the acquisition, ALE issued a combination of debt and equity instruments ($62m of stapled securities, $150m of unsecured loan notes and $330m of commercial mortgage-backed securities), raising $542m. The properties were leased to ALH for an initial 25-year term with four 10-year options. Under the leases, ALH will own all plant and equipment, gaming and liquor licences, and will be responsible for maintenance and repairs and insurance. Foster's has entered into a long-term supply agreement with ALH to market and distribute its products through ALH venues.

The sale was structured to deliver to Foster's a minimum of $1.4bn in gross proceeds, to be used according to the group's capital management initiatives, including a possible debt reduction. A Macquarie Bank-led syndicate (advised by Blake Dawson Waldron) acted as global coordinator on the transaction.

Corrs Chambers Westgarth corporate partners Simon Morris and John Slattery, and property partner Alan Hall, led a large team from the firm in advising Foster's on the IPO. Minter Ellison advised ALH, and Allens Arthur Robinson was the adviser to ALE.


Tabcorp's merger with Jupiters Limited

What makes it a 2003 Top 10 Deal: The merger of Tabcorp and Jupiters created Australia's largest gambling company, with operations in NSW, Victoria and Queensland. Tabcorp's executive general manager (corporate, legal and compliance) Peter Caillard described the deal as the "most complicated" he had worked on. Various regulatory hurdles were involved due to the regulated nature of the gambling industry, with Tabcorp required to seek merger approval from the Casino Control Authority, as well as the authorities in NSW (where it owns the Star City Casino) and Queensland. It also had to get the nod from authorities in the Northern Territory in relation to its ownership of NT-based Centrebet, now offloaded to SportOdds for A$46.6m in a transaction akin to a de-merger.
When it closed: 13 November 2003
Deal value: A$1.7bn
Deal category: Debt + Equity Linked; Equity; M&A; Structured Finance; Restructuring

Principal legal advisers
Corrs Chambers Westgarth (Teresa Handicott, Stephanie Daveson) Role: Adviser to Jupiters Limited
Allens Arthur Robinson (Robert Simkiss, Greg Bosmans, Colin Galbraith, Steve Clifford, Bill Apostolou) Role: Adviser to Tabcorp Holdings
Mallesons Stephen Jaques (Jeff Clark)  Role: Adviser to the Banks
Maddocks  Role: Adviser to Equity Trustees Limited

Deal description: Jupiters entered into merger negotiations with Tabcorp in January 2003, after abandoning talks with rival bidder UNiTAB. Eleven months later, the merger was complete, producing Australia's largest gambling and entertainment operation. Its businesses include 18,000 gaming machines and Keno operations on the eastern seaboard, four key casinos and hotels - including Sydney's Star Sydney, Conrad Jupiter's on the Gold Coast, Conrad Treasury in Brisbane and Jupiters Townsville - and off-course wagering and sports betting operations in Victoria. Gross annual earnings for the merged entity are estimated at $700m, and it is already pursuing further growth opportunities (evidenced by its recent bid for TAB).

The transaction was implemented by way of two schemes of arrangement, involving the parallel divestment by Jupiters of its Centrebet business and a range of complex legal, regulatory and commercial issues. A$2.064bn in financing was provided in order to fund the acquisition and repay outstanding debt held by both companies; financing included a A$1.464bn syndicated facility arranged by Barclays Capital, National Australia Bank and Westpac Banking Corporation and an additional A$600m bilateral from NAB. The merged entity will combine substantial earnings with an investment grade credit rating.

Corrs Chambers Westgarth partner Teresa Handicott led a team including senior associate Stephanie Daveson in advising Jupiters on all aspects of the merger, including drawing up schemes of arrangement for two separate groups of Jupiters shareholders. Salomon Smith Barney was financial adviser to Jupiters.

Allens Arthur Robinson (Robert Simkiss, Greg Bosmans, Colin Galbraith, Steve Clifford, Bill Apostolou) was the legal adviser to Tabcorp, with UBS Warburg acting as financial adviser.

Mallesons Stephen Jaques (John Clark) was adviser to the Banks.

Corrs' Daveson told ALB last year that the two merger parties had approached negotiations from a strong position. "It was a deal that both parties wanted to do but it had to be on terms that were commercially acceptable," she explained. "Tabcorp had a position of what it wanted to pay and Jupiters had a view of what the value was. There wasn't much room for movement, which made legal negotiations harder."

Coles Myer/Shell strategic alliance

What makes it a 2003 Top 10 Deal: This was a significant and groundbreaking venture (Woolworths and Caltex subsequently pursued a similar JV). When fully implemented, the alliance is expected to boost Coles Myer's sales figures by more than A$3.5bn each year. A commercially sensitive transaction, it involved particularly complex intellectual property issues.
When it closed: July & December 2003
Deal value: A$3.5bn
Deal category: M&A

Principal legal advisers
Minter Ellison (Anne Ward, Jeremy Blackshaw, Carolyn Reynolds, Mark Green, Richard Murphy, Anthony Poynton, Oliver Barrett, Andrew Bullock) Role: Adviser to Coles Myer Ltd
Allens Arthur Robinson (Vaughan Mills, Wendy Rae, Chris Shultz, Pat Ryan, Niranjan Arasaratnam, Graeme Johnson) Role: Adviser to Shell Australia
Griffith Hack (Benny Browne, Sally Shrimpton) Role: Adviser to 5 of 6 multi-site franchisees (the previous operators of the network)

Deal description: This alliance, which will continue for up to 20 years, has seen Coles Myer take over the operation of more than 580 petrol stations in Shell's retail network across Australia, allowing Coles to offer a petrol discount program to its customers. The alliance commenced in July 2003 with 158 sites in Victoria, and a further 196 sites in NSW, ACT and Tasmania in December 2003. Under the alliance, Shell has contributed access to its property network, use of its IP and long-term fuel supply arrangements, while Coles Myer has contributed its retailing expertise as well as the site operating rights, stock, plant and equipment acquired from previous operators of the network.

Melbourne-based Minter Ellison partner Anne Ward led a team of more than 170 lawyers drawn from Minters' offices around Australia in negotiating and documenting the deal, the core team being Jeremy Blackshaw, Carolyn Reynolds, Mark Green, Richard Murphy, Anthony Poynton, Oliver Barrett and Andrew Bullock.

Allens Arthur Robinson partner Vaughan Mills led the firm's team in representing Shell, which included Bill Manning, Emma Warren, Ashley Bleeker, Oliver Sceales, Sarah Birrell and Paul Cerche.

Griffith Hack acted for five of the six multi-site franchisees, who between them controlled 584 petrol stations. Benny Browne was the lead partner, working with partner Sally Shrimpton and solicitor Maria Diamond. 

The Coles Myer/Shell alliance prompted rivals Woolworths Ltd (advised by Gilbert + Tobin) and Caltex Australia (advised by Freehills) to form a 50/50 joint venture company with a network of approximately 450 co-branded petrol stations.

Alinta Limited and AMP Henderson Utilities Funds (DUETS) purchase of Aquila's Australian assets ("Project Shearwater")

What makes it a 2003 Top 10 Deal: The take-out of Aquila from ownership of three of Australia's major regulated utilities was widely considered the most complex project finance deal of 2003. A highly-leveraged, non-recourse transaction, it involved a series of individually significant transactions, each of which had to stand alone but were all inter-conditional.
When it closed: 23 July 2003
Deal value: A$4bn in assets
Deal category: M&A; Debt + Equity Linked; Equity; Restructuring; Project Finance

Principal legal advisers
Mallesons Stephen Jaques (David Friedlander, John Sullivan, David Storr, Michael Herring, Susan Hilliard (M&A, Equity capital raising); Yuen-Yee Cho, Dominic Bortoluzzi, Mark Upfold (Debt finance); Rowan Russell (Hybrid/Subordinated Bridge Finance) Role: Adviser to AMP Henderson
Blake Dawson Waldron (Marie McDonald; Tony Hudson, Nick Terry, Logan Armstrong (M&A); Jon Carson, Roger Davies (Capital Raising); Barbara Phair (Stamp Duty); Cam Johnston (Financing) Role: Adviser to Alinta Limited
Freehills (Alan McLean, John McKenna) Role: Adviser to the lead arrangers (Citibank N.A., Westpac Banking Corporation)
Allens Arthur Robinson (Aquila: Andrew Finch (Sydney), Andrew Pascoe (Perth); UEL: Wendy Rae, Craig Henderson (Melbourne) Role: Adviser to United Energy, Aquila Inc. and the bridge debt and hybrid lead managers

Deal description: Via a series of complex transactions following US energy company Aquila Inc's decision to divest its Australian assets for cashflow reasons, WA-based energy retailer and distributor Alinta and AMP Henderson became the joint operator and manager of around A$4bn in regulated energy assets.

The principal assets sold were interests in Multinet Gas (Victoria's largest gas distributor), United Energy (owner of an electricity distribution business in Victoria) and WA Gas Holdings. The deal involved Alinta and AMP Henderson Utilities Funds acquiring 100% of ASX-listed United Energy via a scheme of arrangement as well as 100% of Multinet Gas. In addition, Alinta sold a 25% interest in AlintaGas Networks to AMP Henderson Utilities Funds and acquired various non-distribution assets of United Energy. Three separate financing transactions for Alinta, United Energy and Multinet had to be completed as part of the deal.

Mallesons advised AMP Henderson on its joint acquisition with Alinta of United Energy (for A$1.37bn), Multinet (for A$161m) and an interest in AlintaGas Networks from AlintaGas (A$44m), including preparing and negotiating acquisition, joint venture and operational documentation. The firm also advised AMP Henderson on establishing DUET, Australia's first diversified utility and energy trust, the acquiring vehicle for AMP Henderson's interests in the three businesses. This involved establishing two stapled wholesale unit trusts, and a listed hybrid sub-trust (the POWERS Trust). DUET was financed to $445m by the wholesale stapled equity offering and to $415m by POWERS.

A large team of Mallesons lawyers was involved in the deal, including: David Friedlander, John Sullivan, David Storr, Michael Herring and Susan Hilliard (M&A, Equity Capital Raising); Yuen-Yee Cho, Dominic Bortoluzzi, Mark Upfold (debt finance); and Rowan Russell (hybrid/subordinated bridge finance).

Blake Dawson Waldron fielded a large team of partners from its Perth, Melbourne and Sydney offices in advising Alinta Limited, including: Tony Hudson, Nick Terry and Logan Armstrong (M&A), Jon Carson and Roger Davies (capital raising), Barbara Phair (stamp duty) and Cam Johnston (financing). Special counsel Doug Scobie (financing) and Joy Hooker (regulated energy law) were also involved.

Allens Arthur Robinson advised both Aquila (Andrew Finch in Sydney and Andrew Pascoe in Perth) and United Energy (led by Wendy Rae and Craig Henderson out of Melbourne), as well as the bridge debt and hybrid lead managers.

Freehills advised Westpac and Citibank as lead arrangers on the sale and re-financing of existing project finance facilities for United Energy and Energy Partnership. The lead partners were Alan Maclean and John McKenna.

Pan Pharmaceuticals Limited (in liquidation)

What makes it a 2003 Top 10 Deal: Pan involved the largest product recall in Australia's corporate history and was the most high-profile insolvency administration in 2003. It required legal advice spanning a range of practice areas including health, product liability, insolvency, litigation, property and insurance.
When did it close: 15 December 2003
Deal value: A$20m
Deal category: Restructuring

Principal legal advisers
Blake Dawson Waldron (Matthew May (corporate), Ray Mainsbridge (insolvency), Wayne Cahill (health); John Pavlakis (litigation); Peter Voss (litigation); Rehana Box (insurance advisory); Sarah Dawson (SA, sale process); Michael Sloan (SA, insolvency/litigation) Role: Adviser to Pan Pharmaceuticals Limited (in liquidation)
Gadens Lawyers (Charles Cowper) Role: Adviser to Sphere Pharmaceutical Laboratories Pty Ltd as purchaser
Aitken McLachlan  Role: Adviser to Jim Selim
PwC Legal (Michael Daniel, John Cannings) Role: Adviser to a number of major sponsors in connection with the recall and subsequent quantification and submission of claims to the Administrators/Liquidators on behalf of Australian PharmaceuticalIndustries Limited, Soul Pattinson (Manufacturing) Pty Limited, Cambert(FE) Pte Limited (Singapore) and Cambert Sdn Bhd (Malaysia)

Deal description: Last April, the Therapeutic Goods Administration ('TGA') suspended Pan's licence to manufacture therapeutic goods (and other associated licences) for six months, as well as cancelling Pan's export licences. It subsequently required the recall of thousands of batches of products manufactured by Pan since 1 May 2002. Pan's board of directors engaged Blake Dawson Waldron to advise on all aspects of the product recall - the largest ever in Australia. The firm's team (led by Matthew May) was drawn from across its corporate, health, litigation, insurance and insolvency departments.

The subsequent threat of litigation against the company prompted the Pan board to appoint KPMG partners Tony McGrath and Chris Honey as Pan's administrators. Advised by Blakes, the administrators were forced to defend several legal challenges by Pan founder Jim Selim (and under the glare of the media spotlight). These included applications by Selim for injunctions to prevent the sale of the business; to prevent Pharmacy Guild voting at creditors' meetings, and; to prevent his personal financial information being reported in the media.

The administrators successfully defended each challenge. McGrath and Honey were subsequently appointed liquidators of the company (on 23 September 2003) and on 21 November 2003, exchanged contracts in relation to the sale of the business and assets of the Pan companies. The sale was completed on 15 December 2003. Sphere Pharmaceutical Laboratories Pty Ltd purchased the business; its related company, JR & R Power Holdings Limited, bought the land and buildings.

Blake Dawson Waldron partners Ray Mainsbridge and Michael Sloan led the insolvency and litigation teams during the currency of the administration.

PwC Legal was adviser to a number of major sponsors in connection with the recall and subsequent quantification and submission of claims to the administrators/liquidators on behalf of Australian Pharmaceutical Industries Limited, Soul Pattinson (Manufacturing) Pty Limited, Cambert (FE) Pte Limited (Singapore) and Cambert Sdn Bhd (Malaysia).

Burns Philp's hostile takeover of Goodman Fielder

What makes it a 2003 Top 10 Deal: The amount and complexity of the debt raising involved in this transaction made it the most highly leveraged hostile public takeover ever in Australia. Three applications to the Takeovers Panel were required after Goodman Fielder strongly contested the takeover bid. The takeover also involved the first use in Australia of 'bear hug' conditions.
When it closed: 12 June 2003
Deal value: A$2.2bn
Deal category: Debt + Equity Linked; M&A

Principal legal advisers
Freehills (Braddon Jolley, Rebecca Maslen-Stannage) Role: Adviser to Burns Philp & Company Ltd
Allens Arthur Robinson (Tim Bednall, Stuart McCulloch) Role: Adviser to Goodman Fielder
Mallesons Stephen Jaques (Jeff Clark, Nuncio D'Angelo) Role: Adviser to Credit Suisse First Boston (CSFB) as financial and M&A adviser to Burns Philp

Deal description: This was a hostile takeover by Burns Philp's wholly owned subsidiary, BCP1 Pty Ltd, of food manufacturer Goodman Fielder. Burns Philp is a global food products and ingredients manufacturer with operations in more than 28 countries.

Goodman Fielder's strong opposition to the bid necessitated three applications to the Takeovers Panel, which, following criticism of the target's valuation and forecast information, has made clearer restrictions to the defence strategies and disclosure requirements of takeover targets. Burns Philp also adopted innovative strategies to encourage shareholders to accept the offer, undertaking to declare the offer unconditional if acceptance reached 50.1%.

The takeover also involved the first use in Australia of 'bear hug' conditions, whereby Goodman Fielder's directors were asked to provide information in relation to certain accounting questions not answerable by reference to public information. The Takeovers Panel has accepted the use of such conditions in takeover bids (although the target is not required to respond to the information request).

Freehills (led by Braddon Jolley and Rebecca Maslen-Stannage) was the adviser to Burns Philp. Allens Arthur Robinson (Tim Bednall, Stuart McCulloch) advised Goodman Fielder.

Mallesons Stephen Jaques (Jeff Clark, Nuncio D'Angelo) advised Credit Suisse First Boston (CSFB) as financial and M&A adviser to Burns Philp. The takeover financing involved secured, unsecured and subordinated bank debt facilities in Australia and the United States. The bank debt financing initially involved a A$1.35bn acquisition bridge facility (subsequently refinanced by a A$1.4bn term and revolving facility in the Australian market) and a NZ$250m capital note bridge facility. A US$335m senior secured term loan debt was raised in the US, as was a US$210m senior subordinated high yield note issue and a US$100m senior high yield note issue. NZ$250m was raised by an issue of deeply subordinated capital notes in New Zealand.

The offer was structured and amended to give shareholders the opportunity to withdraw their acceptance before financing arrangements were documented and disclosed (involving close negotiation with the Takeovers Panel and ASIC).

Challenger Financial Services Group - merger and conversion from MIS to listed company

What makes it a 2003 Top 10 Deal: The merger of Challenger International Limited (CIL) and ASX-listed CPH Investment Corp involved a listed MIS acquiring a company in order to augment its asset base, an unusual move. Coinciding with the deal, the ATO announced changes to facilitate CGT rollover relief where listed company shares are exchanged for units in a listed MIS. The corporatisation employed an innovative method that involved CFSG unitholders approving the redemption of their units in exchange for Challenger shares - an acquisition method which required ASIC to grant exemptions under the Corporations Act as neither a takeover bid nor scheme of arrangement was suitable for a corporatisation of this kind.
When it closed: 27 June 2003 (merger); 23 December 2003 (listing)
Deal value: A$1.2283bn (merger); A$1.2073bn (corporatisation)
Deal category: M&A

Principal legal advisers
Gilbert + Tobin (Garry Besson, Andre Wierzbicki, Paul Lam-Po-Tang, Matthew Griffin) Role: Adviser to Challenger Financial Services Group
Minter Ellison (Leigh Brown, Stuart Johnson (lead partners); Fadi Khoury, Angella Bregovac) Role: Adviser to CPH Investment Corp

Deal description: During 2003, Challenger Group was involved in two distinct transactions: a merger with ASX-listed managed investment scheme CPH Investment Corp and a subsequent restructuring and corporatisation to convert from a MIS structure to a listed company structure.

The merger between Challenger International Limited (CIL) and ASX-listed CPH Investment Corp (UBS acting as financial adviser) was completed through a series of schemes of arrangement, with separate schemes covering CIL shares, CIL convertible notes and CIL options. Under the merger, each CIL share was exchanged for 4.5 units in CPH Investment Corp. After the merger took effect on 1 July, CPH Investment Corp was renamed Challenger Financial Services Group (CFSG). The second transaction involved the restructuring and corporatisation of the merged entity, CFSG, which involved the addition of a new 'top hat' entity to replaced the listed MIS as head entity, and the internalisation of the responsible entity function. Under the transaction, unitholders had their units redeemed and replaced by shares in the new head company, Challenger Financial Services Group Limited on a one-for-one basis.

Gilbert + Tobin, led by partner Garry Besson and with assistance from lawyers Andre Wierzbicki, Paul Lam-Po-Tang, Matthew Griffin, advised Challenger.

Minter Ellison, led by partners Leigh Brown and Stuart Johnson, represented CPH Investment Corp.

Best of the rest

Western Sydney Orbital tollroad
Project value: A$1.5bn
Category: Project financing; Debt + Equity Linked; Equity
Date closed: 17 February 2003 (financial close)
Firms involved: Clayton Utz (Doug Jones), Allens Arthur Robinson (Steve Pemberton), Freehills (Alan Rosengarten, John Curtis), Mallesons Stephen Jaques (David Storr, Yuen-Yee Cho, Peter Doyle, Andrew Chew), Baker & McKenzie, Blake Dawson Waldron
What was involved: This was one of Australian Legal Business' Top Ten Deals of 2002 (it was announced in 2001 and the bulk of the work on the deal was done in 2002). The A$2.23bn Western Sydney Orbital ('WSO') is Australia's largest urban road project and was one of the country's largest greenfield project financings. WestLink Motorway Partnership, a consortium of Leighton Contractors Pty Limited, Abigroup Limited, Macquarie Infrastructure Group and Transurban (Macquarie Bank was the financial adviser to the consortium), won a competitive tender to design, construct, operate and maintain the WSO, a 40km expressway linking the M5 to the M4 and M2 motorways. When completed, the four-lane dual carriageway will have a fully electronic tolling system, seven interchanges and 38 over- and underpasses. A large team from Clayton Utz, led by Doug Jones, advised the NSW Roads and Traffic Authority on the project.  Mallesons acted for the WestLink consortium (and for Macquarie on providing bridge finance to Transurban). Freehills acted for Transurban Infraustrcure Developments Limited. Baker & McKenzie represented Macquarie Infrastructrure Group. AAR was adviser to the senior financiers, Bank of America, National Australia Bank, WestLB, RBS Australia, and Citibank.

Virgin Blue IPO
Value: A$2.3bn
Category: Equity
Date closed: 8 December 2003
Firms involved: Allens Arthur Robinson (Andrew Clarke), Pillsbury Winthrop (Intl) (Robert Meyers, Cécile King), Mallesons Stephen Jaques (John Humphrey), Freehills (Philippa Stone), Skadden Arps
What was involved: This was one of the more high profile listings in 2003, and contributed to a bumper end of year for public offerings on the ASX. Virgin Blue Holdings Limited, the company behind domestic carrier and Qantas' rival Virgin Blue, listed on the ASX on 8 December 2003. The IPO consisted of a retail offer and institutional offer (with a US and international component) and an offer to Patrick Corporation allowing it to maintain a 45% shareholding. The retail offer closed on 28 November 2003, while the institutional offering, conducted using a bookbuild process, was held from 3 to 5 December. Strong demand for stock prompted the joint global co-ordinators, Goldman Sachs and CSFB, to advise Virgin to increase the offer size. AAR, which advised Patrick Corporation on its original investment in Virgin Blue, was the Australian counsel to Virgin Blue on the IPO, with Pillsbury Winthrop the US law adviser. Mallesons Stephen Jaques acted as Australian counsel to Virgin Holdings SA and Cricket SA (as selling shareholders). Freehills was Australian counsel to the joint global coordinators, Goldman Sachs JB Were and CSFB (Skadden Arps was US law adviser).

ANZ's acquisition of National Bank of New Zealand
Value: A$4.9bn (acqn); A$3.6bn (rights); US$1.1bn (hybrid)
Category: M&A, Equity
Date closed: 1 December (acquisition); 24 November (rights issue)
Firms involved: Blake Dawson Waldron (David Williamson, Elspeth Arnold, Sarah Dulhunty, Nick Terry, Roger Davies), Bell Gully, Sullivan & Cromwell, Slaughter & May, Chapman Tripp
What it involved: Australia and New Zealand Banking Group Ltd acquired The National Bank of New Zealand for an estimated A$4.9bn from Lloyds TSB Bank plc, with related capital raisings of around A$3.6bn by way of a 2:11 pro rata renounceable rights issue and US$1.1bn by way of a hybrid issue. The acquisition represents the largest-ever trans-Tasman deal and the largest New Zealand M&A transaction - and resulted in ANZ becoming New Zealand's biggest bank. The transaction also involved the largest Australian rights issue, which, in a departure from the 'Jumbo' placements that flooded the market after Adsteam Marine, represented a return to traditional capital raising. New Zealand firm Bell Gully was lead counsel and New Zealand law adviser to Australian and New Zealand Banking Group Ltd and ANZ Banking Group (New Zealand) Ltd. Blake Dawson Waldron was Australian law adviser to ANZ Banking Group Ltd and ANZ Banking Group (New Zealand) Ltd on the raising. Sullivan & Cromwell and Slaughter & May were US law adviser and UK law adviser to ANZ respectively. Chapman Tripp acted for Lloyds TSB Bank plc, as vendor (with Deutsche Bank acting as investment adviser). The Bank's other advisers were: Morgan Stanley (financial adviser); Morgan Stanley & Citigroup (joint underwriters); Ernst & Young (accounting adviser); KPMG (auditor).

GEAC bid for Loy Yang A power station (and related workout and refinancing)
Value: A$3.5bn
Category: M&A
Date closed: Ongoing
Firms involved: Gilbert + Tobin (Gary Lawler, Rachel Launders (M&A); Liza Carver, Luke Woodward (litigation), Baker & McKenzie (Chris Saxon), Freehills (Robert Nicholson (corporate), John Angus (banking & finance)), Allens Arthur Robinson (David Wenger, Michael Greig, Tim Bednall)
What it involved: The Great Energy Alliance Corporation (GEAC) consortium, comprising AGL, TEPCO and CBA-led investors, launched a bid in early 2003 to acquire the Loy Yang A power station in Victoria, the largest single generation asset in Australia. The bid came unstuck in September, when the ACCC's informal objection to AGL's taking a 35% stake in Loy Yang forced the company to go to the Federal Court for a declaration that the acquisition would not breach section 50 of the Trade Practices Act 1974. It is the first time such a declaration has been sought. The decision of Justice French on 19 December subsequently cleared the way for the bid to proceed. The work-out, re-financing and sale of Loy Yang itself has involved ANZ and a syndicate of 32 domestic and overseas banks whose exposure totals around A$2.7bn. Several amendments have been required to existing facility arrangements, with further negotiations of the financing aspects of the sale to the GEAC consortium required. Gilbert + Tobin has been representing AGL on all aspects of its involvement in the bid. Baker & McKenzie is representing TEPCO. Freehills is representing the GEAC consortium. AAR is the adviser to Loy Yang's vendors, Macquarie Bank's Horizon Energy Investment Fund, CMS Energy and NRG Energy, on all aspects of the sale process

BankWest takeover by HBOS plc
Value: A$2.4bn 
Category: M&A
Date closed: August 2003
Firms involved: Clayton Utz (Peter Wilkes, Will Moncrieff, Cameron Belyea (partners), Robyn Gilbert (senior associate)), Mallesons Stephen Jaques (Michael Lishman, Nigel Hunt)
What it involved: This was one of the largest M&A deals in 2003 and Western Australia's largest for some years, involving a WA icon, The Bank of Western Australia (the former State bank). Scottish Western Australia Holdings Pty Ltd, an indirect wholly owned subsidiary of HBOS plc, acquired by scheme of arrangement the remaining 43% interest in BankWest not already held by HBOS. The scheme meeting attracted one of the largest voter turn-outs in WA corporate history. At the time of the deal, investors were also subjecting schemes of arrangement to particular scrutiny (with institutional investors in particular arguing that schemes of arrangement result in lower prices than in competitive bids). Clayton Utz was adviser to BankWest. Mallesons Stephen Jaques was adviser to HBOS (alongside Caliburn and Macquarie Bank).

Lake Bonney Wind Farm Project
Value: A$165.6m
Category: Project financing
Date closed: 17 June 2003
Firms involved: Allens Arthur Robinson (Phillip Cornwell, Jim Parker), Mallesons Stephen Jaques (Scott Gardiner)
What it involved: Babcock & Brown and National Power Partners' Lake Bonney project is Australia's largest wind farm. The first stage of the project will provide 80.5 MW of power and involves a capital cost of $150m. Financing for the project (BNP Paribas was lead arranger) involved a A$153.2m 20-month construction tranche converting into a 12.5 year term loan, as well as a letter of credit, GST and working capital tranches. The wind farm is expected to be fully operational in 2005. This is the first wind farm project financing in Australia and the first syndicated in the Australian bank market. AAR advised BNP Paribas, Babcock & Brown. Mallesons advised Babcock & Brown and National Power as co-sponsors.

Murrin Murrin workout and contested takeover bid for Anaconda Nickel
Value: A$1.3bn
Category: Restructuring; M&A; Debt + Equity linked; Equity
Date closed: 28 February (Work out); May 2003 (Takeover)
Firms involved: Glenmurrin workout: Mallesons Stephen Jaques (Rick Ladbury, Alison Lansley, Stephen Minns) Cadwalader, Wickersham & Taft (US), Clayton Utz, Corrs Chambers Westgarth; Anaconda contested takeover: Mallesons Stephen Jaques, Clayton Utz, Blake Dawson Waldron
What it involved: Glencore International AG and its two subsidiaries, Glencore Nickel Pty Limited and Glenmurrin Pty Limited, restructured around US$1bn in debt incurred by the Murrin Murrin nickel and cobalt JV in Western Australia. The two JV companies, their immediate parents and a majority of debt holders agreed to a financial restructuring which required initial US lock-up agreements, a tranche of implementation documents in November 2002 and four inter-dependent complex schemes of arrangement approved by the WA Supreme Court in January 2003. Following approval of the workout, Anaconda Nickel undertook at 14-for-1 rights issue (of approximately $350m) underwritten by Glencore and successfully defended a $450m hostile takeover bid by MatlinPaterson (through subsidiary Mongoose Pty Limited). The takeover structure and its conduct raised various issues, which led to 19 applications to the Australian Takeovers Panel - the largest ever number. On the Glenmurrin workout: Mallesons Stephen Jaques was Australian law adviser to Glencore (US law adviser: Cadwalader, Wickersham & Taft), and Clayton Utz advised Anaconda (US law adviser: Cravath Swaine & Moore). Corrs Chambers Westgarth and Milbank Tweed (US) were advisers to the creditors. On the contested acquisition of Anaconda: Mallesons Stephen Jaques was adviser to Glencore; Clayton Utz advised Anaconda; Blake Dawson Waldron was adviser to MP Global.

Constellation Brands' acquisition of BRL Hardy
Value: A$2.472bn
Date closed: April 2003
Category: M&A
Firms involved: Clayton Utz (Rod Halstead), Piper Alderman
What it involved: US based Constellation Brands acquired BRL Hardy Limited by scheme of arrangement, offering a mix of stock and cash which allowed former BRL shareholders to maintain their investment in the business by holding stock in Constellation - and creating the world's largest wine business by volume. It involved a novel structure under which shareholders were given the opportunity to elect the proportion of stock and cash they wished to receive but subject to scale back of stock allocations if the aggregate amount of stock elected exceeded a cap fixed by Constellation. It also involved significant cross-border co-operation with Constellation's US lawyers, and Nixon Peabody, which acted on Constellation's US$1.6bn bank facility negotiated contemporaneously with the acquisition. As part of the transaction, Constellation listed on the ASX as a foreign exempt listing. Clayton Utz advised Constellation Brands. Piper Alderman advised BRL Hardy. Macquarie Bank was financial adviser to Constellation.

Mirvac multi-option pre-sale securitisation (MOPS)
Value: A$500m
Category: Debt + Equity Linked
Date closed: August 2003
Firms involved: Coudert Brothers (Geoff Sutherland, Peter Calov, Warren Scott); Minter Ellison (Ralph Ayling)
What it involved: The Multi Option Pre-Sale Securitisation (MOPS) program is an innovative securitisation product that has been heralded as a first for Australia's property sector. In the past, pre-sales security has been used to secure debt, but only in respect of the development of a single project. MOPS, developed over an 18-month period, involves a pooled rolling structure allowing Mirvac to use the value of unsettled off-the-plan sales as security for debt issues in the capital markets. Initially, six Mirvac residential projects will be included in the program, including its A$250m Macleay Street development in Potts Point of 185 apartments, scheduled for completion in February 2004. Mirvac may draw funds for projects in the portfolio based on the 'off the plan' value of those projects and, once a project is completed and sold, the sale funds can be used to repay investors and finance further projects. Through MOPs, Mirvac will be able to issue up to A$500m MTNs and commercial paper at any one time, providing greater funding flexibility and cost savings than traditional bank debt. Coudert Brothers, led by Geoff Sutherland, developed the MOPS structure for Mirvac. Minter Ellison was adviser to ANZ Bank and Merrill Lynch International (Australia) Limited as co-issuers.

Hess Group takeover of Peter Lehmann Wines
Value: A$160m
Category: M&A
Date closed: September 2003
Firms involved: Baker & McKenzie (Steve Glanz, Chris Hughes), Gilbert + Tobin (Gary Lawler, Rachel Launders), Freehills
What it involved: Swiss company Hess Group launched a successful (and friendly) takeover bid for Peter Lehmann Wines (of South Australia), edging out hostile bidder Allied Domecq. This was a competitive bid conducted in circumstances in which the board was independent of the major shareholder (who was initially hostile to any bidder). The Distribution Agreement also involved novel use of a break fee. Baker & McKenzie represented Peter Lehmann Wines. Gilbert + Tobin advised Hess Group. Freehills advised rival bidder Allied Domecq.

Lane Cove Tunnel project
Value: A$815m
Category: Project Finance
Date closed: 9 December 2003
Firms involved: Freehills (Patrick St John), Clayton Utz (Doug Jones, Sergio Capelli, Murray West, Andrew Poulos), Minter Ellison (Michael Riches)
What it involved: This $1.5 billion project involves the private sector (the LCTC Consortium comprising ABN Amro, Thiess, John Holland and Transfield) constructing, operating and collecting tolls for twin 3.4 kilometre tunnels connecting the Gore Hill Freeway with the M2 in northern Sydney, completing the city's orbital road network (following the Cross City Tunnel and Western Sydney Orbital projects). Construction is expected to begin in early 2004 with the tunnel due to be completed in the first half of 2007. This is the first greenfield toll road project globally to be funded entirely in the capital markets. A prescriptive procedure for financial close was required to meet the requirements of a capital markets debt issue (which had to be priced and closed on the day of financial close) and to provide certainty of financing to the NSW Roads and Traffic Authority. Clayton Utz, led by partner Doug Jones, was the adviser to the Roads and Traffic Authority NSW. Minter Ellison acted for the Lane Cove Tunnel Consortium. Freehills was the adviser to ABN AMRO as sole debt arranger and underwriter to the LCTC.

Mayne Group sale of hospital business
Value: A$813m
Category: M&A
Date closed: 21 October 2003
Firms involved: Clayton Utz (Rod Halstead, Kat