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

"The initial public offering market in Australia continues to be subdued," says a leading partner. Recent market nervousness has seen the broader market trade sideways over the period. Another highly regarded partner comments: "we see a pipeline of potential initial public offering and dual track sale processes, many in the consumer and retail sector and we are hopeful that momentum will develop during the year."

Big-ticket work is still being done and the QR National IPO was Australia's biggest in over ten years, inspiring confidence in the local share market. International investors were particularly active in Australian IPOs in 2010, most notably through the Aston Resources and Miclyn Express IPOs.

The secondary issues market in 2010 and early 2011 has been dominated by accelerated entitlement offers. The amount raised through entitlement offers has been large by historical standards, although smaller than the levels in 2009, which largely reflected debt repayments and recapitalisations.

2010 also saw a re-emergence of Singapore listed convertible bonds, with Commonwealth Property Office Fund, Western Areas and most recently FKP Property being good examples.

There was less appetite for hybrid securities, except at the highly rated bank end of the market or (by contrast) in reconstruction situations. Given the upheaval in financial markets, hybrid securities have not been a popular means of capital raisings during recent years. These types of raisings are limited to 'blue chip' issuers with a focus on APRA regulated entities. Private hybrids continue to be issued, albeit less regularly than in the past.

In March 2012 Blake Dawson merged with Ashurst with the combined operation adopting the UK firm's name. Initially the merger will be focused on the two firm's Asia operations with full integration expected in 2014.

The firm's equity capital markets team is "one of the strongest in Australia," according to one client. "I've worked with all the majors and some mid-tiers, Blakes are at the forefront."

Team head Sarah Dulhunty, is "technically excellent, lovely to work with [and] provides commercially focused advice," says a client. She has also been recently appointed to the Takeovers Panel - a peer review body with part time members.

The team was involved with advising Kula Gold (KGD), which undertook an IPO and listing of its securities on the Australian Securities Exchange. KGD raised A$80 million ($84 million), in an issue of new ordinary shares raising $58 million and a sell down of $22 million of existing shares.

Another notable highlight was advising Gloucester Coal - Accelerated, which entered into an agreement with Noble Group following a takeover bid by Noble. This was an especially complex case due to Noble's interests in the A$438 million Middlemount mine project. Gloucester was required to undertake an equity raising of up to A$455 million, while Noble was concurrently completing the takeover on Goucester.54.

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".

In March 2012 Mallesons Stephen Jaques merged with King & Wood to form King & Wood Mallesons, the first Sino-Australian firm. In the first phase the two firms will combine their Australian, Chinese and Hong Kong partnerships under a Swiss Verein structure. Full financial integration plans are yet to be announced.

The team "organise themselves very well internally, people are providing information based on the whole firm. I think this really characterises the Mallesons' approach, a really good team approach", says a rival partner. Clients are also impressed: "Cooperation between partners is wonderful, never have a situation where one partner doesn't know what's going on," notes one.

The equity capital markets team acted on some of the most notable and high profile transactions in 2010, including advising the Westfield Group on a restructure and A$7.3 billion ($7.9 billion) capital return. The team was led by Jason Watts, an "excellent corporate lawyer" according to a client.

Watts' partner for this transaction was Greg Golding, "a longstanding and excellent lawyer" according to one rival. Watts helped manage the Westfield Retail Property Trust and the A$3.5 billion public offer to list Westfield Retail Property Trust on the Australian Securities Exchange (ASX). The restructuring created Australia's largest domestic focused real estate investment trust (Reit) having assets with a book value of approximately A$12 billion.

The team was boosted last year with the promotions of Joseph Muraca and Anne-Marie Neagle in Melbourne who are specialists in equity and equity-debt linked transactions.

One client noted that the firm's "advice is more thorough on how the markets operate than other advisors". This was shown last year as the firm acted as Australian advisors to the underwriter of the Aston IPO a significant step for the company's development of its Maules Creek project. The proceeds were intended to be applied to the project.

Allens Arthur Robinson's (AAR) equity team is highly regarded by peers and clients, with one client praising it for having "an excellent capital markets practice".

A clear highlight in the last 12 months was the team's work advising the Queensland Government on the QR National IPO. This was the second largest in Australian history to date with the listed entity valued at approximately A$6.7 billion ($7.2 billion).

The transaction formed part of the Queensland Asset Privatisation Program where it attracted strong demand from both offshore and domestic investors and a much-needed shot of confidence to the IPO market in Australia. The successful launch was the culmination of over seven months of tireless work by the Allens' team and various lawyers from investment banks.

Another notable highlight saw AAR act as Australian legal counsel for UBS, Australia Branch, on the equity raising by Tap Oil, an independent oil and gas exploration and production company with interests in Australia and South East Asia. The capital being raised will facilitate Tap Oil's acquisition of Northern Gulf Petroleum's Thai business, which owns a 40% interest in three petroleum concessions in the Gulf of Thailand, including the Manora oil field.

Baker & McKenzie's capital markets team has considerable experience in equity offers, acting for both issuers and underwriters. The Group was involved in many of the leading capital markets transactions by Australian issuers over the last year.

A satisfied client comments "we are very happy with their service and advice" while another adds "we think the people in this practice are always on top of all the issues, not just legal but commercial as well".

A clear highlight saw the team represent Kohlberg Kravis Roberts (KKR) as a stakeholder in the Seven Media Group (SMG), whose sale to West Australian Newspapers Holdings (WAN) was partly funded by a A$1.15 billion ($1.2 billion) capital raising of Convertible Unsecured Loan Securities (CUL).

This was subsequent to advising KKR on the sale of its stake in SMG to WAN for A$4.1 billion. The team also advised KKR on it's A$2.7 billion public bid for Healthscope.

Partners Frank Castiglia, Steven Glanz and David Holland have all played prominent roles in major capital markets transactions and one client pointed out Ashley Poke in the Melbourne team as a "very commercial and technically strong lawyer".

The firm has good bench strength with Craig Andrade, Andrew Reilly and Richard Lustig emerging as up and coming partners. Andrade and Reilly are tipped as "future market leaders" by one rival.

In the past 12 months Clayton Utz has been involved in a series of transactions totalling over A$10 billion ($10.8 billion), with renewed confidence in domestic equity markets leading to a busy period of activity.

"Clayton Utz is tailored to address our business and strategic business requirements," says one client, stating that the firm's ability to "provide innovative solutions to complex problems is highly valued".

Clayton Utz advised the five joint lead managers, RBS, Goldman Sachs, Merrill Lynch, UBS and Credit Suisse on the IPO of QR National by the Queensland Government, the largest in 2010 and the second largest in Australian history to date with the listed entity valued at approximately A$6.7 billion. The team's role in the transaction involved full attendance at Due Diligence Committee (DDC) meetings right throughout the process.

Stuart Byrne "is still the shining light and I respect his ability," says a rival partner, who also describes Melbourne based Brendan Groves as "well respected within the industry".

Another transactional highlight for the firm saw it advising longstanding client, Origin Energy, on a fully underwritten A$2.3 billion pro-rata renounceable entitlement offer to refinance acquisition funding and to fund identified growth opportunities.

The Gilbert + Tobin equity capital markets' team is seen by the market as on the rise and the trend of constant expansion in the past two years has continued with the hire of Peter Cook from Mallesons Stephen Jaques and Neil Pathak from Freehills.

The new additions have drawn attention in the market, one rival says: "With the hiring of Peter Cook I see Gilbert + Tobin rising the ladder in the coming years."

Cook was formerly one of Mallesons Stephen Jaques' most senior partners in the equity area and is an adviser to many of the top global investment banks active in the market. He has also acted on many of Australia's largest capital raisings and, as one client says, brings "a wealth of experience and knowledge" to the firm.

Advising one of their biggest clients Credit Suisse, the team acted on multiple transactions with value up to A$450 million. These transactions include the underwritten entitlement offer and placement by Altona Mining, underwritten placement announced by Cockatoo Coal and Industrea, IPO of Kula Gold and the underwritten placement by Eastern Star Gas.

One longstanding client of the firm commented: "I generally avoid recommending law firms as I find the level of service can vary greatly from one experience to the next. However I recommended Gilbert + Tobin without hesitation to a number of colleagues and clients as I have enjoyed a consistently high level of service coupled with practical and commercial advice."

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.

"I can characterise their service and advice as very responsive, timely and practical," says a longstanding client of Norton Rose. Last year the equity capital markets team acted for Hong Kong based CST Mining Group on its acquisition of the Lady Annie copper project and subsequent $600 million oversubscribed placing on the Hong Kong Stock Exchange. Led by James Stewart, the firm advised the client with the funding for the development of CST Mining Group's Lady Annie mine in Queensland and the Mina Justa copper deposit in Peru.

Since last year's office openings, Allen & Overy has won significant mandates.

The firm advised Sylvania Platinum Limited in relation to its corporate restructure, involving the issue of shares with a market value in excess of A$200 million ($192 million). This transaction also included preparing an information memorandum for listings on Australian Securities Exchange (ASX) and Australian Institute of Management (AIM).

Another transactional highlight was assisting ASX and Aim listed Nyota Minerals, on the share placement to International Finance Corporation in late 2010.

"I would characterise Henry Davis York's service as being professional and their advice direct and useful", says one client. The team lead by James Lonie and ably assisted by Robert Tracy, "exemplified characteristics that are knowledgeable, communicative, efficient and prompt", the same client adds.

The firm advised ING Real Estate Investment Management last year on the phased withdrawal from its Australian real estate investment management activities, including its management of five ASX-listed real estate investment trusts in excess of A$7.2 billion ($6.9 billion).

Established in 2007, Sidley Austin's corporate finance work in Sydney has encompassed US IPOs, public offers of debt and equity securities for seasoned issuers, and equity and hybrid securities.

Managing partner Robert Meyers of the Sydney office led the firm in advising the joint lead managers, consisting Credit Suisse, Goldman Sachs, Merrill Lynch, RBS and UBS as counsel in connection with Queensland Rail National Limited's A$6.1 billion ($5.8 billion) IPO.

The busy year concluded with acting as the issuer's counsel to Spark Infrastructure Trust in connection with an A$295 million entitlement offer.

One client says Skadden Arps Slate Meagher & Flom is, "Absolutely responsive in transactions, it was 24/7 with the transaction involving Australia, US and UK. Skadden are available through all time zones to assist us."

The firm once again had a busy year, advising Lend Lease Group, in the $720 million simultaneous accelerated renounceable entitlement offer of its stapled securities. This transaction included a private placement to US institutional investors.

Another highlight in the past year was advising Goldman Sachs JBWere and Macquarie Capital Advisers. The firms combined as joint lead managers in a $195 million underwritten entitlement offer and placement of stapled securities by Charter Hall Group.

The past year saw Sullivan & Cromwell complete several deals under Rule 144A/Reg S. The highlights include advising Asciano Limited, in senior guaranteed notes offering of $1 billion in two tranches, and assisting both Woolworths and Telstra Corporation in senior unsecured notes offerings of $850 million and $1 billion respectively.

The highlight of the year though was advising Midwest in the $335 million high-yield project bond offering. This transaction could be potentially ground-breaking, as no project finance bank offering previously in administration has gone through without any parent guarantees.