ARNOLD BLOCH LEIBLER advised Nufarm Limited on the issue of hybrid securities in Australia and New Zealand, the first of their kind to be offered in both jurisdictions at the same time.
Lead partner on the deal, Jonathan Wenig, said the $251 million issue of “Nufarm Step-up Securities” won the firm and the lead managers on the offer, UBS and Merrill Lynch, the Institute of Finance Professionals New Zealand’s Debt Deal of the Year Award, presented last month.
“There are benefits to companies such as Nufarm — and a lot of large corporates are doing it — in having some characteristics of debt and some characteristics of equity,” explained Wenig.
“When the market looks at them, and ratings agencies assess Nufarm, they won’t treat this as being $250 million of debt; they also won’t treat it as being $250 million of shares, but a combination of the two.”
Arnold Bloch Leibler’s role in the deal included chairing the due diligence committee, preparing and reviewing due diligence and transaction documentation and project managing the offer process.
Wenig said the deal was also made more complex by Nufarm’s desire to offer the holders of Nufarm’s existing fixed-rate NZ-dollar denominated capital notes the opportunity to participate.
“Nufarm wanted to introduce a cutting-edge financing tool, while keeping faith with its investor base, including retail investors in New Zealand,” he said.
“The structure, the logistics and the timing imperatives created various challenges, but we were able to overcome those challenges and deliver a great result.”
The NSS were offered in October last year, with the offer closing on 17 November, with 2,510,000 securities were allotted at a price of $100 per security. Trading began on the ASX and NZX on 27 November, and the first distribution payment was paid on 15 April at a rate of 8.35 per cent per annum.
Wenig was supported by Lisa Ashcroft, David Shafer and Rosie Pane.
Nufarm manufactures, develops and markets crop protection chemicals.
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