FREEHILLS has advised Astro Japan Property Trust and Lend Lease on their recent staplings.
The deal announcement comes as Astro commenced trading as a stapled entity last Thursday, following overwhelming approval at its recent annual general meeting.
On Friday this week Lend Lease Corporation commences trading as a stapled entity following 99 per cent shareholder approval at its AGM.
Freehills partner Justin O’Farrell led the Freehills team in both deals, each driven by differing considerations. O’Farrell worked closely with partner Jim Graham, senior associate Rob Bileckij and solicitor Sami Wilson.
O’Farrell said of the transactions: “The Astro deal was interesting. The stapling was the culmination of the separation of the trust from Babcock & Brown earlier this year.”
The firm came up with a synthetic stapling, designed to deliver the deal with speed and certainty, it said. Unit-holder meetings were omitted in what the firm said were very uncertain times then confronting the Babcocks Group.
“The recent stapling taken to unit-holders introduced a more conventional internalised model that would reduce complexity for Astro in the future. It was very well received,” O’Farrell said.
Freehills said the Lend Lease case is different and again “unusual”. Lend Lease is distributing units in a shell trust to its shareholders and then stapling. The purpose is all around future flexibility for Lend Lease in acquiring property assets in a way that is effective for shareholders.
Lend Lease has $1 billion in cash and flexibility for future acquisitions.
“Vital to the success of both deals was extensive collaboration between the Freehills team and the in-house counsel, who included Rohan Purdy at Astro and William Hara at Lend Lease,” said O’Farrell.
“Apart from the public documents there is an enormous amount of other work needed to set up these stapled entities - regulatory liaison, structural documentation and internal processes,” he said.
“The system is under review but these deals confirm the age of stapling is not dead.”
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