News

10/10/18

Gilbert + Tobin and Thomson Geer advise on landmark debt capital markets issuance

Gilbert + Tobin is pleased to have advised Acacia Partners, as arranger, with Thomson Geer advising the issuer, ASCF Managed Investments Pty Ltd (ASCF), on a recent landmark debt capital markets issuance in the Australian legal market. This deal was unique for the Australian wholesale debt capital markets and involved a complex, multi-class note issuance, with the overall structure including elements of a securitisation transaction.

The transaction, which completed on Friday 14 September, featured an issuance by ASCF, a related entity of Australian Secure Capital Fund Ltd, of A$35 million of five year senior secured notes to fund a pool of short term (1-12 months), low loan-to-value ratio (LVR) loans secured by registered mortgages over Australian residential property. Gilbert + Tobin also acted for the trustee, EQT Structured Finance Services Pty Ltd. BGC Fixed Income Solutions, a division of BGC Securities (Australia) Pty Ltd, was lead placement manager for the transaction. The issuance structure consisted of Senior Secured Notes, Mezzanine Notes, and Equity Notes.

The first loss/subordination protection is a key credit enhancement feature of the transaction and significantly reduces the investment risk for the Senior Secured Noteholders and the Mezzanine Noteholders.

The transaction was run efficiently, seamlessly and was well-coordinated between all advisers. The success of this unique transaction means greater opportunity for like-transactions, with BGC MintBGC Fixed Income Solutions already discussing potential future transactions in this space.

On the arranger side, the Gilbert + Tobin team was led by Special Counsel and DCM Lead, Louise McCoach, who was supported by lawyers Erin Cartledge and Andrew Kourpanidis and graduate Johnathon Geagea. The Thomson Geer team was led by Partner Matt Reynolds, and on the trustee side, the Gilbert + Tobin team was led by Partner Adela Smith, who was supported by lawyer Melissa Ramsay.

Overall Gilbert + Tobin lead, Louise McCoach, says the team was “delighted to be part of this ground breaking transaction and look forward to supporting continued innovation in the DCM market.”

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.

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