Freehills is acting for Citigroup Global Markets Australia Pty Limited, Credit Suisse (Australia) Limited and Morgan Stanley Australia Securities Limited in relation to Westfield Group's (advised by Mallesons) proposed restructure to create a new, separately-listed property trust - the Westfield Retail Trust - and the associated capital raising of up to $3.5 billion by Westfield Retail Trust.
The proposal will be effected through a pro-rata distribution of units in the new trust to Westfield Group equating to a capital distribution of $7.3 billion.
Westfield Retail Trust will become the joint venture partner in 54 of the Westfield Group's shopping centres in Australia and New Zealand.
The capital raising has been structured as a public offer which seeks to raise gross proceeds of up to $2 billion; and a Westfield security holder offer available to eligible Westfield Group security holders, which seeks to raise gross proceeds of up to approximately $1.5 billion, at $2.75 per new security.
Citigroup, Credit Suisse and Morgan Stanley have been appointed as financial advisers, joint underwriters, joint bookrunners and joint lead managers to underwrite the capital raising up to $1.75 billion.
The Freehills team was lead by partner Tony Sparks, who was supported by senior associate Daniel Scotti and lawyer Amy Hay.
Freehills partner Tony Sparks said: "This deal is the fifth major Australian demerger of 2010, continuing a growing trend of attempts to provide investors with more specific investment propositions. The novel security holder offer structure provides existing Westfield security holders with the opportunity to decide whether to retain more direct ownership in the assets to be held by Westfield Retail Trust."
Jason Watts was the lead partner for Mallesons.