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CBA advised on billion-dollar offer of PERLS XV

Global law firm Herbert Smith Freehills has advised Commonwealth Bank of Australia (CBA) on its $1.78 billion offer of PERLS XV.

user iconEmma Musgrave 10 November 2022 Big Law
CBA advised on billion-dollar offer of PERLS XV
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Firm: Herbert Smith Freehills (CBA)

Deal: CBA has been advised on its offer of CommBank PERLS XV Capital Notes to raise approximately $1.78 billion (with the ability to raise more or less).

Value: $1.78 billion


Area: Capital markets

Key players: The Herbert Smith Freehills team was led by capital markets partners Philippa Stone, Patrick Lowden and Fiona Smedley, supported by senior associates Charlotte Cameron and Jennie Bian, solicitors Adrian Palladino, David Tilley and Helen Zhang and graduate Nicole Sung.

The team worked closely with CBA, including group general counsel and group executive legal and group secretariat Carmel Mulhern, EGM general counsel treasury corporate and technology Mark Alexander, general manager corporate and treasury legal Kirsty Cox, senior legal counsel William House, legal counsel Gaurav Dastidar, as well as the CBA treasury team.

Deal significance: According to a statement from Herbert Smith Freehills, this move represents CBA’s 15th retail hybrid offering.

“CBA is undertaking a reinvestment offer as part of the Offer, via a Nominated Party, under which eligible holders of PERLS VII may apply to transfer some or all of their PERLS VII and reinvest the proceeds in the PERLS XV (Reinvestment Offer),” a statement from the firm said.

“CommBank PERLS XV Capital Notes are subordinated, unsecured notes. The proceeds from the issue will raise Tier 1 Capital to satisfy CBA’s regulatory capital requirements and maintain the diversity of CBA’s sources and types of funding. The net proceeds of the Offer will be used to fund CBA’s business. The Offer was made in compliance with the recently introduced Product Design and Distribution Obligations (PDDO) regime.

“The arranger for the Offer is Commonwealth Bank of Australia (capital markets division) (CBA Markets). The joint lead managers are CBA Markets, ANZ Securities Limited, Bell Potter Securities Limited, Morgans Financial Limited, National Australia Bank Limited, Ord Minnett Limited, Shaw and Partners Limited, UBS AG, Australia Branch, and Westpac Institutional Bank, a division of Westpac Banking Corporation.”

Commenting further, Herbert Smith Freehills’ lead partner Philippa Stone said: “We are delighted to be acting for our valued client, Commonwealth Bank of Australia, on its issue of CommBank PERLS XV Capital Notes. We are proud of our work with the CBA team on various PERLS transactions over the years, and it was an absolute pleasure to work with the CBA team again.”

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