Gilbert + Tobin has recently advised IMF Bentham Limited (IMF) on a successful restructure of its existing listed IMF Bentham Bonds (Bond Restructure) and a A$41.4 million conditional placement of new listed IMF Bentham Bonds to sophisticated and professional investors (Conditional Bond Placement). The Conditional Bond Placement was conducted to fund redemptions associated with the Bond Restructure and to fund growth initiatives and allow greater financial flexibility for IMF’s balance sheet.
The Conditional Bond Placement was conditional on approval of the Bond Restructure by existing IMF Bentham Bondholders. IMF conducted the Conditional Bond Placement without a prospectus in reliance on the cleansing statement regime under section 708A(5)(a) of the Corporations Act. Bonds issued under the Conditional Bond Placement are in the same class, rank equally and are fully fungible with existing IMF Bentham Bonds on issue (as amended under the Bond Restructure).
The Bond Restructure resulted in a number of amendments to the terms of the IMF Bentham Bonds including the extension of their maturity date to 22 December 2022, the introduction of a first issuer call date of 8 January 2022 with a step up in margin of 1.0% applying from 1 January 2022 and updates to the covenant package to include additional investor protections.
The Bond Restructure and Conditional Bond Placement complemented an earlier A$74.48 million equity capital raising by IMF.
Acacia Partners were the Debt Capital Markets (DCM) advisers to IMF on the Bond Restructure and Conditional Bond Placement. On the Bond Restructure side, the Gilbert + Tobin team was led by Special Counsel, Louise McCoach, who was supported by graduate Johnathon Geagea. On the Conditional Bond Placement side, the Gilbert + Tobin team was led by Partner Rachael Bassil, who was supported by lawyer Kathryn O'Brien.
IMF’s General Counsel, Jeremy Sambrook, commented: “It has been a great project team to be part of and I think there are exciting times ahead for our business and the industry. Acacia and G&T have played a strong hand in getting us through a complex debt transaction.”
The Banking + Infrastructure team is ranked top tier in Chambers Asia Pacific for Acquisition Finance and Corporate Finance, and has advised on countless energy and infrastructure deals including Beach Energy’s recent A$1.585 billion acquisition of Lattice Energy and Reliance Rail’s A$2 billion refinance.