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Freehills advises Elders Ltd on 'near death experience'
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Freehills advises Elders Ltd on 'near death experience'

Freehills has advised Elders Limited (Elders) on its recent "near death experience", a combination of debt refinancing, equity raising and asset sale transactions.The Adelaide -based company…

Freehills has advised Elders Limited (Elders) on its recent "near death experience", a combination of debt refinancing, equity raising and asset sale transactions.

The Adelaide -based company said on 4 September it would raise as much as $550 million ($US463 million) to pay debt and strengthen its balance sheet after posting a full-year loss of $415.4 million.

"A couple of times during the week we thought we were having what can best be described as a 'near-death experience'," Chief Executive Officer Malcolm Jackman told ABC television.

"At the end of the day, the company, the banks, everybody, gave a little bit and we were able to find the right compromise and the right mix to get the equity raising away."

Jackman took the top job a year ago and changed the company's name from Futuris Corp. to Elders, signalling a new focus on the rural services unit of the business.

Elders has been in a process of rapid change to return the group to its core business of agricultural services under the Elders brand. The group has been working to refinance its debt facilities and US private placement notes and repair its balance sheet via asset sales and capital raising.

Freehills partner Al Donald commented: "The Freehills team has brought M&A, ECM, banking and finance and restructuring expertise to bear in order to support Elders through this process. Taken together, the transactions highlight the combination of skills and commitment required to manage a turnaround and de-leveraging in a complex corporate group."

The Freehills team advising Elders included a cast of thousands from across the corporate, banking and ECM divisions. Corporate partners Al Donald and Kristin Stammer, senior associate Rob Bileckij and executive counsel Melanie Bouton advised on the sale of Elders' general insurance business to QBE and establishment of a new joint venture for the ongoing distribution of general insurance products (including the sold business) via the Elders rural network. Corporate partner Damien Hazard advised on the sale of ITC Timber to Gunns Limited.

Banking partner Hayley Neilson advised on the negotiations with Elders' bank lenders and US private placement noteholders for a restructured debt package consisting of permanent term debt facilities and notes (with maturities of three years and over), asset sale bridges, equity bridges and a revolving credit facility and transactional banking facilities for working capital needs.

Corporate partners Philippa Stone and Rebecca Maslen-Stannage and senior associate Daniel Scotti advised on the ECM components, including an institutional placement and a novel share purchase plan.

Mallesons advised the joint lead managers Goldman Sachs JBWere and RBS on the equity raising component. Lead lawyers were Partner Jason Watts, Senior Associate Rachael Bassil and Solicitor Mark Bryant.

The proceeds of the equity raising will be used to repay Elders' debt and strengthen its balance sheet.

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