BAKER & MCKENZIE advised Transurban on its “groundbreaking” restructure aimed at assisting the company’s international expansion.
“Probably the most unusual part of this restructure is the fact that we did it without a scheme of arrangement,” said one of the lead partners on the deal, Hamish Walton.
“A scheme of arrangement process is time consuming, it is costly, and our client really said: ‘we need to get this thing done fairly quickly, can you think about how to do it quicker’,” added Craig Andrade, the other main Australian partner on Bakers’ team.
Transurban’s present structure is a triple stapled security comprised of shares in Transurban Limited, Transurban Holdings Limited and units in Transurban Holding Trust.
The restructure will remove Transurban Limited from the triple stapled security and replace it with a new Bermudan company, Transurban International Limited.
“We implemented the restructure through a series of capital reductions under the Corporations Act 2001, involving the issue of securities and consideration of reductions of capital,” said Walton.
As well as shareholder approval, which was gained at this year’s annual general meeting (AGM) held on 23 October, the new structure required ASIC to grant regulatory relief.
Walton and Andrade said the form of the new structure was partly dictated by the speed with which their clients needed to have it in place, particularly as it had to be ready for approval in time for its AGM.
In the end, they said they were able to have it ready in about two and a half months — about two-thirds of the time it would have taken had they opted for a scheme of arrangement.
“At the time we were given the go button, we still had no certainty on the actual structure we were going to use,” said Andrade. He said they assessed using a scheme first, but realised it wasn’t going to be done in time for the AGM, and then had to quickly consider other options.
At the same time, the firm had to gain advice from its offices in Hong Kong, Singapore and London on whether it could pursue the same strategy in those jurisdictions.
“Every day we had to keep in parallel workstream to cover off different options, and still go to ASIC and seek the relief we were after,” Andrade said.
“We were able to get advice from a number of offices offshore, which confirmed that we were able to issue securities in those jurisdictions without the use of a prospectus-type document,” said Walton.
Bakers Melbourne special counsel, Bruce Taylor, is leading advice on the financial restructuring, which includes obtaining consent from more than 200 financiers.
The company has interests in three major toll roads in Australia — Melbourne’s CityLink, Sydney’s M2 Hills Motorway and Westlink M7 and acquired its first US asset, the Pocahontas Parkway in Virginia, in June this year.