find the latest legal job
Corporate Counsel and Company Secretary
Category: Generalists - In House | Location: Newcastle, Maitland & Hunter NSW
· Highly-respected, innovative and entrepreneurial Not-for-Profit · Competency based Board
View details
Chief Counsel and Company Secretary
Category: Generalists - In House | Location: Newcastle, Maitland & Hunter NSW
· Dynamic, high growth organisation · ASX listed market leader
View details
In-house Projects Lawyer | Renewables / Solar | 2-5 Years PQE
Category: Generalists - In House | Location: All Australia
· Help design the future · NASDAQ Listed
View details
Insurance Lawyer (3-5 PAE)
Category: Insurance and Superannuation Law | Location: Brisbane CBD & Inner Suburbs Brisbane QLD
· Dynamic organisation ·
View details
Legal Counsel
Category: Corporate and Commercial Law | Location: North Sydney NSW 2060
· 18 month fixed term contract · 3-5 years PQE with TMT exposure
View details
Transurban go transnational via restructure

Transurban go transnational via restructure

BAKER & MCKENZIE advised Transurban on its “groundbreaking” restructure aimed at assisting the company’s international expansion.“Probably the most unusual part of this…

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.

Like this story? Read more:

QLS condemns actions of disgraced lawyer as ‘stain on the profession’

NSW proposes big justice reforms to target risk of reoffending

The legal budget breakdown 2017

Transurban go transnational via restructure
lawyersweekly logo
Promoted content
Recommended by Spike Native Network
more from lawyers weekly
LCA president Fiona McLeod SC
Aug 17 2017
Where social fault lines meet the justice gap in Aus
After just returning from a tour of the Northern Territory, LCA president Fiona McLeod SC speaks wit...
Marriage equality flag
Aug 17 2017
ALHR backs High Court challenge to marriage equality postal vote
Australian Lawyers for Human Rights (ALHR) has voiced its support for a constitutional challenge to ...
Give advice
Aug 17 2017
A-G issues advice on judiciary’s public presence
Commonwealth Attorney-General George Brandis QC has offered his advice on the public presence of jud...
Allens managing partner Richard Spurio, image courtesy Allens' website
Jun 21 2017
Promo season at Allens
A group of lawyers at Allens have received promotions across its PNG and Australian offices. ...
May 11 2017
Partner exits for in-house role
A Victorian lawyer has left the partnership of a national firm to start a new gig with state governm...
Esteban Gomez
May 11 2017
National firm recruits ‘major asset’
A national law firm has announced it has appointed a new corporate partner who brings over 15 years'...
Nicole Rich
May 16 2017
Access to justice for young transgender Australians
Reform is looming for the process that young transgender Australians and their families must current...
Geoff Roberson
May 11 2017
The lighter side of the law: when law and comedy collide
On the face of it, there doesn’t seem to be much that is amusing about the law, writes Geoff Rober...
May 10 2017
Advocate’s immunity – without fear or without favour but not both
On 29 March 2017, the High Court handed down its decision in David Kendirjian v Eugene Lepore & ...