Freehills advised Macquarie Communications Infrastructure Group (MCG) on the capital raising to fund its acquisition of UK telecommunications giant NTL Ltd and NTL Digital Ltd, jointly known as ntl:Broadcast.
A consortium led by the Macquarie Bank-backed MCG agreed to pay $3.2 billion for ntl:Broadcast.
The Freehills team was led by partners Philippa Stone and Leon Pasternak, and included solicitors Sunil Patel, Philip Hart and Janine Ryan. Stone said the deal was interesting and challenging due to the implementation of a new capital raising structure developed by Macquarie.
The RAPIDS pro rata capital raising structure combines renounceability for shareholders with the advantages of the jumbo offer structure in terms of speed and certainty of fundraising. Shareholders who don’t take up their rights have them sold through two book builds (one for institutions and one for retail investors), which ensures they receive value for them.
Stone says the new RAPIDS structure presented greater challenges in the stapled context because of the need to satisfy ASIC requirements relating to managed investment schemes, as well as the normal ASX and other corporate capital raising requirements. To maximise the efficiency of the acquisition structure, MCG proposes to acquire its stake in ntl:Broadcast through a Bermudan subsidiary. Shares in the Bermudan company will be stapled to the existing double-stapled security. This was achieved, through provisions in the existing constitutions and appropriate regulatory relief, without the need for a further prospectus or security holder meetings.
Stone says the deal would have been virtually “impossible in terms of putting in a competitive bid for the assets” had shareholder resolutions been required.
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