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

Minter Ellison "spends a lot of time getting to understand your business in a number of facets," comments a client. The year's highlight for the firm was advising QR in the restructuring of its rail business and assets as part of Queensland Government's infrastructure asset sales process in the subsequent IPO of QR National.

This was the largest IPO in Australia in a decade and the largest new Australian Securities Exchange (ASX) listing since the privatisation of Telstra. This unique transaction involved the restructure and separation of a core commercial component of a major government corporation and then presenting as a separated corporate entity to the equity markets.

Minter Ellison's significant track record in debt capital markets has earned the team a place among the top firms in this practice area in Australia.

The Melbourne team is headed by David Eterovic who is described as "particularly effective in relation to the provisional advice on commercial negotiations and commercial terms", by one client. The team recently acted for the issuer on the corporate bond issued recently by Australian Unity.

Another notable highlight saw the team again acting for the issuer in a A$200 million ($216 million) secured medium term note (MTN) programme to refinance interests of AMP Shopping Centre Fund. In this transaction the difficulties included structuring security trust and negotiating inter-creditor arrangements between a bank syndicate and bondholders.

One client comments that they value Minter Ellison's method in "spending a lot of time getting to understand the business in a number of facets so the advice they provide is thorough and well thought out."

The past year saw the team advising on the new securitisation programme to refinance the existing securitisation of Hertz's Australia-based rental fleet. This complex cross-border transaction overcame a number of challenges to secure a high rating.

Minter Ellison for the past 12 months has acted for bank syndicates and corporate companies in financing for major international and national acquisitions in the property, health, telecom, fuel and agribusiness sectors.

A client comments that they have "a certain level of confidence in working with Minter and getting quality, knowing you've gone through the steps to knowing you've negotiated the best outcome you can. It does reflect the individual partners, but the culture of a firm adds some importance as well".

Leading lawyer Daniel Marks led the team in a A$1.1 billion ($1.2 billion) transaction in syndicated facilities of the ING Industrial Fund (IIF), a listed Real Estate Investment Trust (Reit), for Goodman Group consortium's takeover of IIF by scheme of arrangement and the debt aspects for the acquisitions by listed Mirvac Group of Westpac Office Trust and Mirvac - Real Estate Investment Fund (M-Reit) by scheme of arrangement.

David Eterovic another highly regarded partner at Minter Ellison acting for Westpac Banking Corporation on the provision of A$230 million of syndicated facilities for Australian Unity's acquisition of Westpac Funds Management's Diversified Property Fund.

Another highlight for the firm saw it advise Archer on the provision of $270 million syndicated leveraged finance facilities for Archer's acquisition of Gull Petroleum.

The team won a series of mandates to advise on acquisition financing from banks for consolidations. Stewart Robertson was particularly active in this area, acting for bank financiers on debt financing to businesses including Borg Manufacturing and Primo Meats Group to acquire distressed assets of former competitors.

"Their advice and service is first class in both public and private M&A, with partners and resources of the highest order," comments a long time client. Competitors highlight the firm's ability to "speedily assemble an M&A transaction team with the depth of resources required to implement transactions efficiently".

The Minter Ellison partners are very highly regarded as one client notes that: "Bart Oude-Vrielink and John Steven have a good combination of commercial understanding and technical expertise in the area of listed company advice work." Another client highlights Costas Condoleon as "very solid in providing good commercial legal advice, his team is strategically sound and can bring in the resources required which you need for expensive due diligence."

December 2010 saw Minter Ellison serving as the legal advisor to Rio Tinto's on its A$4 billion ($4.3 billion) all cash takeover bid for Riversdale Mining. This transaction included merger terms, pre-bid agreements, strategy, due diligence and bid implementation.

Other highlights include acting for Healthscope in relation to the acquisition proposal it received from a private equity consortium comprising TPG Capital and The Carlyle Group. The recommended A$2.7 billion cash offer was the culmination of an intense bidding war between a number of private equity groups. This deal, by scheme of arrangement, was subject to shareholder and Foreign Investment Review Board approval and is Australia's largest private equity buy-out.

The past twelve months has seen Minter Ellison advising Aspen Pharmacare Holdings on the sale of Sigma's pharmaceuticals arm to Aspen. Aspen is South Africa's largest pharmaceutical manufacturer and a major supplier of branded and generic pharmaceutical, healthcare and nutritional products to southern Africa and selected international markets. The sale was subject to a number of conditions, including shareholder and regulatory approval. Competition issues were resolved through carving out selected assets and requiring the purchaser to divest others, facilitating completion on schedule. Sigma retained its healthcare division, which includes its wholesale and retail business

Another notable highlight was advising Anglo American, one of the world's largest mining companies, on the largest Australian outbound M&A deal in the mining sector since 2001. The Australian competition issues required negotiations with the Australian Competition and Consumer Commission (ACCC) about undertakings from One Steel to allow the transaction to take place.

In November 2010 the firm boosted its team with the hire of partner Katrina Groshinski from Clayton Utz.

Minter Ellison "is a standout law firm in the region. The project finance team's intellect and skills of all their lawyers are first rated. The practitioners work seamlessly across practice areas and between different partners and lawyers", says a client.

According to clients, the firm is "a leading firm with good specialist experience", and clients are happy to use them because "instead of focusing on the black-letter law, the team has the ability to provide advice that incorporates a deep understanding of the client's objectives."

Fred Tinsley, the national head of Minter Ellison's project finance division is "an exceptional lawyer that provides excellent advice and manages difficult situations very well," says a client. Considered one of Australia's pre -eminent advisors in PPP (public-private partnership), a rival partner comments: "I've worked with Fred on the otherside of a PPP deal and his knowledge is very strong." Paul Paxton is also recognised as "another highly rated practitioner".

One of the highlights for the firm was the syndicated debt project finance commitments for consortium's shortlisted bid for Western Australian Government's Mundaring water treatment plant PPP project. This is the first of a number of projects to be procured using PPP procurement methodology in Western Australia.

Minter Ellison is definitely "a leading firm with good specialist experience and we're happy we can use them whenever we can find the opportunity," says a client. Peers agree: "The team over at Minter Ellison has technically strong lawyers that is quietly effective and gets the job done." says one.

Melbourne based star partner Brendon Watkins, "is always focused on the best commercial outcome for us", says a client who also praises the firm's depth. "Brendan is well-supported by a talented team of senior associates and associates. I trust him to deliver the best outcome."

Sydney partner Michael Hughes is also praised: "A highly regarded reconstruction, insolvency and litigation lawyer with an Australia-wide first tier reputation," says one client. "An excellent communicator and provides very clear advice in complex matters."

Last year the team acted for a club of banks in relation to secured facilities provided to the Great Southern Group. In this complicated matter the team also acted for the receivers and managers appointed to eleven separate companies within the group. The sale of assets by receivers in 2011 was the largest private forestry sale by geographic area in Australia. Valued at over A$800 million ($862 million) this was also one of Australia's largest insolvencies in recent years.

Another notable highlight was the firm's work on the sale and receivership of Clive Peters. Acting for the receivers and managers on all aspects of the receivership the sale included thirty-two stores and six warehouses to Harvey Norman for an aggregate purchase price of about A$55 million. The sale was concluded within a tight timeframe of a week between commencement of negotiations and completion to achieve an excellent outcome for the receivers and managers.

January 2011 saw the arrival of new partners at Minter Ellison in the forms of Barbara Mok, Katherine U, and Anne Ko and their teams who join from Jones Day. This has more than doubled the size of the corporate team in Greater China. Anthony Chan and Geraldine Johns-Putra also joined the firm as senior consultants in late 2010. A key focus of Minter Ellison's Greater China corporate practice is outbound investment from China to Australia and New Zealand, where the firm looks to see continued success and growth opportunities.

Minter Ellison's capital markets team has expanded this year, with the important additions of Barbara Mok, Anne Ko and Katherine U from rival firm Jones Day. While the firm's traditional strength lies in its historic ties with Australian companies wishing to list in Hong Kong, the larger, stronger team means that Minter may be able to gain larger mandates in the year to come due to its increased capacity.

Clients certainly seem pleased with the positive developments in the firm. One client praises the team by saying that, "the Minter Ellison team's knowledge is in top-tier and Minter Ellison is technically skilled in negotiating complicated deal structures and providing innovative ideas. They are highly dedicated to their clients with timely practical legal advice and solutions, understanding each case thoroughly. They offer responses and legal advice promptly by leveraging on their seasoned experiences with solid knowledge of law."

Minter Ellison has a comparative advantage in the market in advising Australian entities on China-related inbound and outbound work. The team was also augmented this year with the addition of partners Barbara Mok, Katherine U, and Anne Ko from rival firm Jones Day. The additions have more than doubled the size of the Greater China corporate team, and gives the firm much greater capacity to handle important M&A mandates.

A client describes Minter Ellison's M&A capacity as "Very good. They have a good commercial grasp of issues and put in place practical solutions to meet commercial needs since we have many hurdles. We've worked with both their Hong Kong and China teams, and they have good regional and international capacity to provide for our needs. We previously worked with Yiyi Woo at another firm, but then worked with her at Minters in China after that. It worked out!"