Barrick Gold acquisition of Equinox Minerals – A$7bn (approx)
Firm: Allen & Overy
Lead Lawyers: Geoff Simpson, Meredith Campion
Client: Equinox
Firm: Clayton Utz
Lead Lawyer: John Elliott
Client: Barrick Gold
Firm: Ogilvy Renault (Canadian Counsel)
Client: Barrick Gold
Firm: Osler, Hoskin & Harcourt
Client: Equinox (Canadian Counsel)
• largest Australian M&A transaction announced so far in 2011 and is also the largest Australian resources inbound M&A transaction since ConocoPhillips’ US$7.9 billion acquisition of coal seam gas assets in 2008
• Clayton Utz has advised Barrick Gold over many years, across a variety of transactions, including advising Barrick Gold on its takeover of Tusker Gold Limited in 2010
• Allen & Overy also advised Equinox on its takeover bid for Citadel Resources last year and the hostile A$4.8bn cash and stock bid for Lundin mining. Equinox has since withdrawn its bid for Lundin
AusChina Energy Group Joint Venture – A$6bn
Firm: Allens Arthur Robinson
Lead Lawyers: Jeremy Low, Tom Story, David Wenger
Client: AusChina Energy Group
• This joint venture sees two of China’s largest state-owned energy businesses, China Datang Renewable Power Co and Tianwei Baobian Electric Co – form one entity incorporating CBD Energy Limited
• CBD is an ASX listed diversified renewable energy company and is a long standing client of Allens Arthur Robinson
• This is the first renewable energy initiative undertaken outside China by both China Datang and Tianwei Baobian
Sinopec acquisition of 15% stake in Australia Pacific LNG – A$1.5bn
Firm: Blake Dawson
Lead Lawyers: Richard Flynn
Client: Sinopec
Firm: Clayton Utz
Lead Lawyer: Graham Taylor, Andrew Smith
Client: Australia Pacific LNG
Firm: Herbert Smith
Client: Sinopec (international counsel)
• This deal includes approximately US$1.5bn for equity plus an agreement for the supply of 4.3 million tonnes per annum of LNG over 20 years and the creation of the Australia Pacific LNG (APLNG) project - an incorporated joint venture between Origin, ConocoPhillips and Sinopec that will process coal seam gas (CSG) into liquefied natural gas (LNG)
• Clayton Utz has previously advised members of the APLNG, most recently Origin Energy. The firm advised Origin on its March 2011 A$2.3 renounceable entitlement offer but the two have a longstanding client relationship dating back prior to 2006
• Blake Dawson has not previously advised Sinopec in Australia but has significantly increased its strength in the energy sector since the hire of partner Peter Limbers in 2010
Seven acquisition of AFL free-to-air broadcasting rights – A$1.25bn
Firm: Browne & Co
Lead Lawyer: Martin Ross
Client: AFL
Firm: Clayton Utz
Lead Lawyer: Kate Jordan
Client: Seven
• This deal saw Seven and Foxtel negotiate the television broadcasting rights and Telstra the on-line rights to broadcast AFL between 2012 and 2016
• Clayton Utz considers Seven a valued client, having advised on the formation of the Seven Group via merger with Westrac in 2010
• Sports law specialist firm Browne & Co advised the AFL and has considered the AFL a relationship client for more than 20 years
Leighton Holdings capital raising – A$757m
Firm: Allens Arthur Robinson
Lead Lawyers: Ewen Crouch, Andrew Finch, Vijay Cugati, Ian Wallace
Client: Leighton Holdings Limited
Firm: Blake Dawson
Lead Lawyers: Jason Lambeth, Elizabeth Pakchung, Andrew Carter
Client: Hochtief
Firm: Freehills
Lead Lawyer: Philippa Stone
Client: UBS
• This capital raising, announced on April 11, 2011, is by way of entitlement offer and is a fully underwritten, one-for-nine pro rata accelerated entitlement offer at a price of A$22.50 per share
• Allens Arthur Robinson has a client relationship with Leighton and has also advised the company on the downstream takeover offer from parent company Hochtief in 2010
• Freehills also considers UBS a relationship client and has advised the bank’s various arms on various matters including in its capacity as underwriter for the Mirvac group, Challenger, Servcorp and the GPT group among many others
CSC takeover offer for iSOFT – A$480m
Firm: Baker & McKenzie
Lead Lawyer: Steven Glanz
Client: iSOFT
Firm: Jones Day
Lead Lawyers: Chris Ahern, Weyinmi E Popo
Client: Computer Sciences Corporation
• This offer, by way of a scheme of arrangement, is subject to FIRB approval and EU merger clearance and includes approximately A$255m to repay iSOFT’s outstanding debts
• Baker & McKenzie’s Steven Glanz also advised IBA Health in its 2007 takeover bid for iSOFT in 2007, which was the company’s second attempt at a takeover. The deal won shareholder approval in October 2007 after rival bidder CompuGroup pulled out
• Jones Day considers NYSE listed CSC a relationship client and has represented the company in various matters, including a class action involving one million claimants, which the firm successfully defended in 2009
Medallion Trust Series 2011-1 – A$3bn
Firm: Mallesons Stephen Jaques
Lead Lawyer: Paul Smith
Client: The Commonwealth Bank of Australia (CBA), Securitisation Advisory Services Pty Limited
• largest Australian Dollar denominated RMBS ever involving the issue of A$3bn residential mortgage backed notes. The initial note issue of A$1bn was upsized to A$3bn following pricing on 6 April
• Mallesons acted as counsel to CBA in various capacities including arranger, bookrunner, lead manager, seller, interest rate swap provider and liquidity facility provider