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

Freehills "consistently give the best and most accurate legal advice of any law firm I have worked with in Australia," says a client. The firm retains its top tier status in the equity table and is generally praised by clients for its "interest in providing solutions to problems and getting outcomes rather than just generating fees."

Individually, Philippa Stone and Michael Ziegelaar are all regarded as excellent lawyers and dominant forces within the department, with one rival partner saying "they are just so technically savvy... after dealing with them you understand why their clients value them". A longstanding client adds: "I'd recommend Freehills because technically they're very good, they're very well-resourced and have a deep level of experience in this type of transactions."

Last year the team acted as Australian legal counsel to Aston Resources in the largest IPO by both amount raised and listed since the Myer IPO in 2009, which Freehills also acted on. Aston listed with a market capitalisation of A$1.2 billion ($1.3 billion). Another highlight for the team was advising Orica on its A$1 billion de-merger and Australian Securities Exchange (ASX) listing of the Dulux Group business.

Tim McEwen was involved with many of the firm's IPO transactions and was commended by one client for having a "safe and reliable pair of hands; he always gives good, sensible commercial advice". The same client also praised Stone as "the leader in ECM in Australia". "What is good about her," adds the client, "is that she's always available, even though she's highly in demand".

"Freehills continues to give me first class advice and representation. They are a highly skilled and very knowledgeable firm regarding Australian debt capital markets," says one client.

The debt capital markets team is renowned for its top-tier technical excellence combined with commercial acumen and the last 12 months has seen them remain at the forefront through involvement in virtually all the landmark debt transactions.

"They consistently give the best and most accurate legal advice of any law firm I have worked with in Australia," comments a client, while peers highlight Patrick Lowden: "Patrick is one of the stalwarts in this field," says one.

Lowden led the team advising APA Group on the establishment of an unlimited AMTN (Australian Medium Term Note) programme and their inaugural A$300 million ($323 million), ten year corporate bond issue. This was the first of its kind in Australia, marking the opening of the country's debt markets after a few false starts and raising expectations for a deeper and more functional domestic scene.

Another notable highlight, once again led by Lowden, saw the firm advising Santos on their €700 million ($995 million), 60 year subordinated deferrable bond issue. This attracted a lot of attention as it was the first bond issue ever to get 100% equity credit for ratings purposes and is treated as debt for tax and accounting.

Finally partner Brendan Quinn was noted for acting as Australian counsel to the bond underwriter on a $354 million high-yield 144A issue for Atlantic.

Freehills "have got a multi-disciplinary practice... I've dealt with them over a number of years and have enjoyed their innovative solutions," says a client, adding: "I think they are technically very strong, have a collaborative culture, understand clients and try not to come to an immediate answer."

The Freehills' structured finance and securitisation team offers top-tier technical excellence combined with commercial acumen. Over the last 12 months they have remained at the forefront of the market through involvement in a diversity of major transactions in the market.

Lachlan Roots, praised by a client for "his expertise, sense of commercial pressures and pragmatic ways", had a busy year advising National Australia Bank (NAB) in multiple transactions. Firstly it was structuring for and funding of the arrangements in the back book loans acquired by NAB from Challenger Financial Services. Roots was then drafting the documents in relation to the establishment of the warehouse facility provided by NAB to Symbion Pharmacy Services. Finally he advised in relation to the restructure and amendments to the Integrity Mortgage Securitisation CP Trust.

Patrick Lowden, "a trustworthy, high integrity lawyer" according to one client, led a team in advising BNY Mellon in relation to Bella Trust Series 2010-2 and its role as issuer, trustee and security trustee in connection with the securitisation of auto loan receivables.

"Freehills has high quality service with broad range corporate work ability. The capable staff with experienced partners involved makes them pretty good," says a client.

The team retains its position as a top tier firm this year. One peer praises Andrew Booth: "he is very committed to going over-and-above to get the deal done and is able to pull together complex deals with minimal fuss and fanfare". Last year he led the team in advising the mandated lead arrangers and underwriters on a A$1.4 billion ($1.5 billion) facility to be provided to Tabcorp's casino business (Echo Entertainment Group) if that business is demerged from the Tabcorp Group.

The team also acted for the financiers in relation to a new A$750 million syndicated facility for Crown, a restructure of Crown's existing bilateral club facilities and an amendment of the company's existing A$600 million syndicated facility.

Dan Brealey, another highly regarded partner, acted for Orica and the DuluxGroup in relation to the establishment of a A$400 million revolving cash advance facility for the DuluxGroup. The facility includes a three year tranche and a five year tranche and is provided by a syndicate of seven domestic and international banks.

The Freehills M&A team has had another stellar year advising on some of the most complex, strategic and innovative deals across sectors including energy and resources, media, finance, construction and health.

Freehills advised Macquarie Communications Infrastructure Group (MCG) on it's A$5 billion ($5.5 billion) acquisition by Canada Pension Plan Investment Board.

Freehills "are a full service firm and are able to draw on the breadth of skills. Each of the partners I have dealt with has been legally extremely competent. They have been able to add the extra value a client wants from a law firm by their complete understanding of a company's strategic and commercial objectives", comments a client.

Another notable highlight was advising Prime Infrastructure (formerly Babcock & Brown Infrastructure) on it's A$2.5 billion merger with Brookfield Infrastructure. This transaction involved a company scheme of arrangement and trust schemes, and was the first to also involve a concurrent off-market takeover bid conditional on the schemes not becoming effective with an added innovative cash-out element for retail holders instead of opting to hold shares in a NYSE and TSX listed company.

Prior to this transaction, Freehills advised Prime Infrastructure recapitalisation involving an equity placement to Brookfield Infrastructure. This involved a number of institutional investors as well as a security purchase plan containing asset sales plus joint ventures involving Brookfield and its affiliates. The transaction is the largest recapitalisation to date in the Australian market.

Freehills' greatest strengths is its unparalleled relationships with all levels of major regulators including the Australian Competition and Consumer Commission (ACCC), government bodies and professional bodies.

Clients have taken a liking to the team's ability to "address our business and strategic business requirements and provide innovative solutions to complex problems."

Freehills was involved with the biggest competition transaction this year when the ACCC opposed National Australia Bank's (NAB) bid but cleared the AMP bid. Despite NAB's proposed complex divestment undertakings to divest to IOOF a part of the Axa business, the ACCC blocked the NAB proposal again, ending the NAB agreement with Axa APH. Much of the issues turned around the North software platform which is used as a distribution hub for wealth management products sold through Axa's planners

Another highlight was advising the New South Wales (NSW) treasury in the preparation of a model gentrader contract. The NSW Government's Electricity Reform Strategy was one of the largest privatisation projects in Australia.

The process raised a full range of competition law issues. These included obtaining ACCC merger clearance for the successful bidders, an application to the ACCC for authorisation of proposed co-insurance contracts to support the sale of trading rights over the State's generation assets, and ongoing competition law advice on a range of ancillary issues associated with the transactions.

Freehills project finance team has a broad range of experience advising both sponsors and lenders. One client says of the team: "They have been able to add the extra value a client wants from a law firm by their complete understanding of our company's strategic and commercial objectives."

Partners Brendan Quinn, Erin Wakelin and David Walton are highly thought of by clients: "Each of the partners I have dealt with has been legally extremely competent."

Last year saw the team advised the financers of the Southern Way Consortium which was selected as the successful bidder for the A$759 million ($818 million) Peninsula Link. This major project involves the construction of a 27 km of freeway standard road, joining the existing Mornington Peninsula Freeway.

Another project saw Freehills advising the financers in relation to the A$742 million refinancing of the Hazelwood Power Station and Mine. As a brown coal fired power station (and the highest CO2 emitter of the power assets in Australia), the refinancing faced significant hurdles and challenges particularly in the context of the current lack of certainty arising from the absence of a settled emissions trading scheme in Australia.

Late 2010, the team also advised the sponsors, Transurban, QIC and Intoll, on the refinancing of one tranche of their existing debt in respect of the Westlink M7 motorway in Sydney. The refinancing involved raising A$505 million of debt and amending and restating the terms of the debt financing.