ALLENS ARTHUR ROBINSON has worked on the initial public offering of BT Investment Management Ltd, which is expected to have a market capital of about $800 million.
The IPO is expected to raise about $247—292 million in an offer to eligible Westpac shareholders and institutional investors.
Allens was the legal counsel to BTIM and Westpac Banking Corporation, with lead partner Anna Lenahan, Kylie Brown and Victoria Poole from the corporate team, and Larry Magid and Adrian Chek from tax.
Freehills acted for the joint lead managers, Chapman Tripp was the New Zealand counsel to BTIM and Westpac, and Mallesons Stephen Jaques acted as independent counsel to BTIM, for related party agreements with the Westpac group.
The matter involved the simultaneous separation of the BT investment management business from the BT Financial Group, which is the wealth management arm of Westpac, the firm said. It also involved the prospectus preparation and due diligence process for the initial public offering. According to Allens lawyers, the separation process was both interesting and complicated; it was not always being clear what assets should be transferred.
Lead partner on the deal, Anna Lenahan, said the transaction was implemented in a short timeframe, and included a range of lawyers from various departments within the firm.
“The deal kept us on our toes — there was a lot to do in a short timeframe and the work involved extracting the BT investment business from the BT financial group and creating a vehicle which would operate the business. This added a fair degree of complexity and challenge to what would otherwise have been a fairly straightforward IPO process,” she said.
Reflecting on the deal, Lenahan said: “The decision to create BTIM was driven by a desire to retain key investment staff. By creating a separately-listed vehicle existing key investment professionals in the equity strategies investment team could be provided with meaningful equity incentives to align them to the business.
“As a separate entity, BTIM could adopt a multi-boutique strategy — a strategy aimed at structuring the business in a way that will enable each of the other investment teams in the business to transition to boutiques where the remuneration and equity incentives of the investment professionals within each boutique are linked to the individual profit of the boutique.
“Given the amount of movement in investment staff, I think a number of businesses are considering strategies to retain them. I think the BTIM model may be interesting to others in the business because similar organisations may need to do something similar to enable them to retain their key investment staff,” Lenahan said.