Mallesons Stephen Jaques has completed a hybrid deal for Macquarie Group in record time.
The usual timetable for a hybrid deal of this type is two months, but the Macquarie deal was completed in less than a week by a dedicated Mallesons team working in hyperdrive.
Partners Greg Hammond and Brian Murphy took the initial call from Macquarie on a Tuesday night, on 20 May.
“Our initial instruction as to doing a hybrid — it was intimated at that time — was they were looking to do it very quickly,” Murphy recalled,
“On the morning of Wednesday 21 May, Greg Hammond, Greg Golding and myself got together and broke down how we would do the hybrid, each of the relevant components and then we appointed a team to each component.”
The three senior partners committed themselves to work exclusively on the Macquarie deal for a week, with support from each of the relevant practice groups, and the team of Macquarie Capitol Advisors led by Christine Williams and ex-Mallesons lawyer Anne Murphy-Cruise.
The $600m hybrid deal for Macquarie dealt with convertible preference securities, involving a retail hybrid offering with a Special Purpose Vehicle (SPV) trust structure.
For his part, Murphy was confident about his ability to handle the complex transaction, because he had recently handled a similar trust matter for Goodman PLUS.
The firm had also handled similar transactions in the Dyno Nobel’s hybrid and Paperlink’s hybrid in 2007.
Still, the novelty of the product and the timeframe still posed a considerable challenge for the Mallesons team, Murphy said. “In terms of the product, whilst this particularly product has features very similar to other products we’ve done — as in all of these hybrid products …— the actual whole product hasn’t been put together this way before.
“A normal timeframe for a hybrid issue of this nature is about six to eight weeks” he said, “in terms of designing the hybrid, structuring that, documenting the hybrid and then doing the public offer components and undertaking due diligence in relation to the issuer and getting ASIC and ASX regulatory relief in relation to aspects of not only the product but the offer.”
So how did the firm manage to deliver within the set timeframe? In addition to the four partners, six senior associates and four solicitors who worked day and night, the success of the deal, he says, was also a result of the vast resources available to Macquarie bank. “I wouldn’t like to say that Mallesons was the sole driver of actually getting this done in a week,” Murphy said.
“I think it’s fair to say the other component to this is that I could not think of any other issuer in the Australian market who could bring together the resources to issue this product in that timeframe.
“The resources available at Macquarie are quite astounding in terms of their ability to mobilise large teams of people who are very focused on a single goal within a week.”
In seems the deal could indeed be one of a kind in the Australian investment banking market. “I think it would be very difficult for many other banks, for any other issuers really, to achieve that sort of timeframe. Purely because of the ability of Macquarie to mobilise resources at the right level, and including their internal legal resources as well as their finance resources,” Murphy said.
The securities will be quoted on the ASX and are anticipated to be issued and commence trading on 7 July 2008.
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