IFLR 1000
The Guide to the World's Leading Financial Law Firms

Clayton Utz has been active in the debt capital markets this year, holding its tier two position despite a slightly smaller team at the partner level. The firm added Ben Sandstad in October 2008 from Linklaters' Hong Kong office supplementing the group after several departures. Brian Salter moved in-house to AMP Group in May 2008, while Trevor Robinson retired from the partnership in the same month.

The firm handled a heavy load of debt programme work last year, which included helping Bank of Queensland to update its MTN programme in December 2008 to consider the government guarantee scheme.

The team also advised Suncorp Metway on a series of updates for its domestic MTN, transferable deposit and other debt programmes last November, including an update to its $15 billion Euro commercial paper programme. In March 2009 the team assisted Suncorp to set up a $15 billion MTN issuance programme to account for the government guarantee scheme.

Another highlight for Clayton's team was acting for Boral on its $82 million placement of senior unsecured notes to North American institutions, and advising Leighton Holdings on its US private placement of $80 million senior unsecured notes.

While the firm lost Brian Salter to an in-house position at AMP Group in July 2008, Clayton Utz is still seen by the market as one of the leading securitisation practices in Australia.

Clayton Utz's structured capital markets group has done exceptionally well adjusting to the great loss of several key individuals through the year, but overall activity quietened down. Senior lawyers Brian Salter and Trevor Robinson left the firm last year - Robinson opted for retirement, while, as mentioned above, Salter went in-house to AMP. However, market commentators are confident in the younger team's abilities and anticipate the practice will soon be back on its feet.

Highlights for the firm included acting on the restructuring of Allco's securitisation exposures and assisting many clients in their participation in six government-funded securitisation transactions in Australia, on both the sponsor and arranger sides.

The firm's recent work for Macquarie Group is another strong example of its profile. Clayton's team counselled Macquarie Group on establishing its A$460 million ($368 million) Smart Series 2008-1E trust, where Macquarie Leasing was the issuer to the nine tranches of asset-secured notes.

Clayton Utz also assisted Macquarie to set up its award-winning ARC Funding Programme to repackage two tranches of euro notes under the Smart Series trust.

Clayton Utz's banking team gave a solid performance throughout the past year. The firm suffered a blow when Leah Chick retired from the practice in December 2008, but Kathy Santikos was promoted to the partnership and Nick Poole joined the firm as partner from Mayor Brown JSM in Hong Kong in February 2009 to boost the firm's debt restructuring abilities.

One highlight this year saw Michael Riches lead a team assisting the mandated lead arrangers, underwriters and bookrunners on an A$250 million ($200 million) senior secured facility in relation to the acquisition of MYOB by Archer Capital and Harbourvest Partners. The deal was complicated by the group's subsequent restructuring.

Jason Huinink acted as lead counsel to the Leighton group on a three-year revolving unsecured credit facility guaranteed by Leighton Holdings and jointly underwritten by ANZ, Commonwealth Bank and National Australia Bank in October 2008.

CVC Asia Pacific and PBL Media mandated the firm on the complex restructuring in December of its $2.6 billion senior and mezzanine debt arrangements, which involved one of Australia's largest banking syndicates.

The firm also advised the financiers on an A$650 million syndicated loan facility providing funds to the Diversified Utilities and Energy Trust (a subsidiary of Macquarie Bank) on a corporate refinance deal that required a unique security structure.

Clayton Utz landed several plumb roles on corporate M&A transactions in the past year. Perhaps the heftiest deal the team acted on was representing HBOS in its sale of its Bankwest and St Andrew's wealth and insurance businesses to the Commonwealth Bank. M&A partners Rod Halstead and Karen Evans-Cullen led the team to complete the A$2.5 billion ($2 billion) transaction between October and December 2008.

In a very complicated piece of work, Clayton Utz advised Fortescue Metal Group on its approximately A$645 million deal with Hunan Valin Iron and Steel Group Company, a leading Chinese steel mill, in which Valin acquired a nearly 16% share in Fortescue under a share subscription agreement. The transaction completed in April 2009 after receiving the Australia's Foreign Investment Review Board's approval.

Clayton Utz's project finance team stood out for its excellence in the PPP (public-private partnership) area, and as usual nabbed the government role on several of the most coveted infrastructure projects.

The team acts for Aquasure consortium on its current bid to design, build and operate a 150GL desalination plant in Victoria, Queensland - a project the government hopes will help to address the effects of climate change. The firm has advised the consortium on the deal structuring, equity and debt financing and negotiation of project and downstream documentation.

Clayton Utz drafted the tender and related project documents for the New South Wales Health Department on its $950 million public tender for the Royal North Shore Hospital redevelopment, one of the state's largest PPP projects to date. The firm provided additional advice on drafting tender and project documents for the new Acute Services Hospital, a community health centre, and also for the refurbishment and maintenance of existing buildings and grounds.

The Queensland government has appointed the firm to advise on the Airport Link PPP, US$3.2 billion Northern Busway and Airport Roundabout upgrade projects. Clayton Utz also provides legal advice to a separate company established by the government to manage the procurement process for the Airport Link PPP on its behalf.

Clayton Utz added to its restructuring and insolvency capabilities this year, hiring Nicholas Poole from Mayer Brown JSK in Hong Kong during February. Poole joins a team that is well regarded by clients, with one singling out Karen O'Flynn for her handling of complex insolvency litigation.

The firm plays several roles in ABC Learning Centres' insolvency, acting for Morgan Stanley as a majority shareholder and creditor, and representing the Commonwealth and its court-appointed receivers regarding the government rescue package to restructure more than 250 unprofitable childcare facilities.

On the front lines of another insolvency, the firm acts for Ferrier Hodgson as receivers of Australian Discount Retail Group, which operated hundreds of discount variety stores across the country until its January 2009 collapse. The firm has assisted in selling the network of businesses within a very short time, affording security to the affected employees, landlords and supply chains.

Other notable work this past year included advising PPB as administrators of Lehman Brothers Australia, particularly on Australian aspects of Lehman's international asset sale. Clayton's team has also assisted the administrators of the Monto Group to liquidate mining and other assets, and continues to play a role in relation to the listed company's potential recapitalisation.