Minter Ellison acted for National Australia Bank, Westpac Banking Corporation and Citibank as joint lead arrangers of a $1.4 billion multi-currency facility to the Macquarie Goodman group of companies.
Eleven banks participated in the facility, which comprised four revolving tranches. The facility is secured by a portfolio of Australian and New Zealand assets under a structure that allocated secured assets between a securitisation program and the syndicated facility.
The Macquarie Goodman Group is the largest industrial property group listed on the ASX, the fourth largest listed property group in the S&P/ASX200 Property Index and one of the largest listed property groups globally. Its operations encompass industrial property ownership, funds management, property development, project and development management and property services.
Adding complexity to the transaction was the security structure which was originally designed for a securitisation program and a bi-lateral facility, not for a syndicated facility, especially one including a foreign borrower.
Key members of the Minter Ellison team were partner Tony Berriman, senior associate John Elias and partner Peter Capodistrias, who advised on the tax aspects.
Berriman said the deal was “lightning fast”, essentially completed in four weeks. “We were running a syndication process in conjunction with the documentation so it was unusual in that the banks were given timesheets rather than documents. The deal needed to be brought together very quickly so we could then give some indication to the banks of what they were taking a slice of,” he said.
Berriman said the transaction consisted of more than 100 properties in a number of different jurisdictions, including Hong Kong and New Zealand, but the greatest difficulty came from the “aggressive timeline” imposed by Macquarie Goodman, and also the need to plug into its existing securities program. “If anything, that was more complicated than if we had started afresh because the original documents were not designed for a syndicated facility. We had to try to fit ourselves into the existing documentation.”
Amendments were difficult because of the number of note holders and the need to obtain ratings sign off.
Allens Arthur Robinson represented Macquarie Goodman.