Sullivan & Cromwell’s pre-eminent U.S. legal practice in Australia and New Zealand includes capital markets work, corporate transactions, project financings, and mergers and acquisitions. The Firm also provides advice on regulatory and corporate governance matters, litigation and investigations.

S&C represents many of the region’s major corporations, commercial banks and governmental issuers. Our clients operate in a variety of sectors, including:
  • resources;
  • banking and finance;
  • retail;
  • technology, media and telecommunications;
  • property;
  • insurance;
  • industrial and commercial;
  • energy;
  • leisure;
  • infrastructure; and
  • investment and financial services.

The Firm’s Melbourne and Sydney-based practice provides U.S.-law advice on capital markets transactions and securities offerings by Australian, New Zealand and Papua New Guinean issuers. With extensive experience in high-value transactions, S&C has become the region’s leading international law firm.

The Firm’s M&A lawyers advise Australian and New Zealand companies and their financial advisers on the acquisition or disposition of assets in Australasia, the United States, Asia and elsewhere. S&C has served as a key player in a number of important demergers in recent years.

S&C has also acted on behalf of sovereign issuers, selling shareholders, or underwriters in a number of recent privatizations in the region.

The Firm’s project finance practice draws on the extensive use of joint ventures and non-recourse debt in the development of Australia’s extraordinary mineral resources since the 1960s and 70s. As clients in Australia and New Zealand explore Asia and other parts of the globe, they will benefit from the Firm’s substantial projects and capital markets experience.
 

SELECTED REPRESENTATIONS

Sullivan & Cromwell advises clients on the most significant matters across Australia and New Zealand. Recent highlights include representations of:
 
  • Asciano, in its debut $1.0 billion Rule 144A senior debt offering.

    Asciano was awarded "Australian Issuer of the Year (International Bond Markets)" for this offering by INSTO Magazine in 2010.
     
  • Australia and New Zealand Banking Group, in the establishment of a $20 billion covered bond program.

    Offerings from this program in 2011 were awarded “Best International Bond Deal" by FinanceAsia and "Debt Market Deal of the Year" by Asian Legal Business Australasian Law Awards.
     
  • Australia Pacific LNG Project, in its $8.5 billion project financing and $85 billion contract with Sinopec.

    This was awarded “Best Project Finance Deal” by FinanceAsia Achievement Awards, “Asia Pacific Oil & Gas Deal of the Year” by Project Finance International, and “Deals of the Year” by Asian-MENA Counsel, 2012.
     
  • AXA Asia Pacific Holdings and AMP, in AMP’s $13.25 billion acquisition of AXA APH, conducted via a scheme arrangement.

    This was awarded “M&A Deal of the Year” for 2010 by The Australian Financial Review CFO Magazine.
     
  • BHP Billiton, in its $15.1 billion acquisition of Petrohawk Energy in 2011.

    This was the largest completed M&A deal by an Australian acquiror since 2008.
     
  • Commonwealth Bank of Australia, in the establishment of a $30 billion covered bond program.
     
  • underwriters to Dexus Property Group, in its $300 million offering of senior notes in 2009.

    This was a pioneering issuance by an Australian REIT in the Rule 144A debt market and the debut issuance by Dexus in that market.
     
  • underwriters to Fonterra Shareholders Fund, in its $431 million IPO and New Zealand listing.

    This offering was awarded “Best New Zealand Deal” in 2012 by FinanceAsia Achievement Awards.
     
  • Fortescue Metals Group, in its $2.0 billion high-yield notes offering in 2012 and in its refinancing and maturity extension of its $5 billion senior secured credit facility in 2013.

    The high-yield notes offering deal was awarded the “Best International Bond Deal" by FinanceAsia; one of the first Australian corporates to tap into the resurgent high-yield and institutional markets in North America.
     
  • Healthscope, in its A$2.3 billion IPO and listing on the Australian Securities Exchange.
     
  • Kirin Holdings of Japan, in its acquisition of the remaining 54 percent interest that it did not already own in Lion Nathan.
  • This was awarded “M&A Deal of the Year” in 2009 by Asian Legal Business Australasian Law Awards.
     
  • Leighton Holdings, in its $500 million senior notes offering.

    This was awarded “Issuer of the Year” for 2012 by FinanceAsia Achievement Awards.
     
  • Lihir Gold, in its $9.5 billion acquisition by Newcrest Mining.

    This acquisition was awarded “M&A Deal of the Year” for 2010 by Asian Legal Business Australasian Law Awards, and “Best M&A Deal” for 2010 by FinanceAsia Achievement Awards.
     
  • Mighty River Power, as to U.S. legal matters on its NZ$ 1.7 billion privatization and IPO in 2013.

    At the time, this was the biggest New Zealand IPO in history.
     
  • Myer Holdings, in its $2.2 billion IPO and Australian listing in TPG’s post-buyout exit.

    This was a high-profile IPO of Australia's iconic department store chain and among the top 10 global IPOs of 2009.
     
  • National Australia Bank, in the establishment of a $20 billion covered bond program.
     
  • PNG LNG Project, in its $18 billion LNG Project and subsequent $1.5 billion supplemental financing.

    The LNG Project was awarded for 2009 “Project Finance Deal of the Year” by Asian Legal Business Australasian Law Awards, “Asia Pacific Deal of the Year” by PFI, “Asia Pacific Oil & Gas Deal of the Year” by Project Finance, “Oil & Gas Team of the Year” by Chambers USA Awards of Excellence, and was the largest-ever project financing as of 2012
     
  • SCA Property Group, in its A$472 million IPO and concurrent spin-off from Woolworths.

    This was awarded “Best IPO” for 2012 by FinanceAsia Achievement Awards.
     
  • State of Queensland Government and QR National, in the $4.3 billion IPO of QR National and Australian listing.

    This was awarded for 2010 the “Best IPO” by FinanceAsia,”Deal of the Year” by Asian Legal Business Australasian Law Awards and “IPO of the Year” by The Australian Financial Review. It was Australia’s largest IPO in 14 years and second-largest in the country’s history.
     
  • Suncorp-Metway, in its $15 billion senior medium term notes program pursuant to Rule 144A/Reg S.
     
  • The underwriters to Sydney Airport Finance, in its $600 million guaranteed senior secured notes offering.

    This was awarded “Best International Bond Deal” for 2012 by FinanceAsia Achievement Awards.
     
  • Telstra, in its sale of a 70-percent stake in its directories business, Sensis, to the U.S.-based private equity firm Platinum Equity for A$ 454 million.
     
  • Telstra, as the majority shareholder in connection with the $152.9 million SEC-registered IPO and NYSE listing of Autohome, the leading online destination for automobile customers in China, in 2013.
     
  • Telstra, as the majority selling shareholder in connection with the $144 million IPO and NYSE listing of SouFun Holdings, China’s leading real estate-focused Internet company, and Telstra’s concurrent sale of its remaining shares in SouFun Holdings to private equity funds managed by Apax Partners and General Atlantic and two existing shareholders.

    This was awarded “Best Private Equity Deal of the Year” for 2010 by China Law and Practice Awards.