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:
 
  • APA Group, in its $1.4 billion senior guaranteed notes pursuant to Rule 144A/Reg S.
     
  • AquaSure Finance Pty Ltd., in its $570 million senior notes offering pursuant to Section 4(a)(2).
     
  • Australia and New Zealand Banking Group Limited, in the establishment of a $20 billion covered bond program in 2011, the A$2.5 billion rights offering and the $500 million senior secured notes offering in 2015.

    The offerings 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 Limited, in its $15.1 billion acquisition of Petrohawk Energy in 2011, its $5 billion SEC-registered guaranteed senior notes offering in 2013, and its Rule 144A/Regulation S offering of $1 billion notes and $2.25 billion notes in 2015.

    The Petrohawk acquisition was the largest completed M&A deal by an Australian acquiror since 2008.
     
  • BHP Billiton Limited and BHP Billiton Plc, in the $6.4 billion hybrid notes offering by BHP Billiton Finance.
     
  • BNZ International Funding Ltd., in its $750 million senior notes offering pursuant to Rule 144A/Reg S.
     
  • CIMIC Group Limited (formerly Leighton Holdings Ltd.), in its tender offer for any and all outstanding $500 million 5.95% guaranteed senior notes.
     
  • Commonwealth Bank of Australia, in the establishment of a $30 billion covered bond program, and the A$5.1 billion rights offering.
     
  • Costa Group Holdings Limited, in its $406 million IPO and Australian listing pursuant to Rule 144A/Reg S.
     
  • the underwriters to DEXUS Property Group, in its A$400 million stapled securities offering.
     
  • Fortescue Metals Group Ltd, in its $2 billion high-yield notes offering in 2012, its refinancing and maturity extension of its $5 billion senior secured credit facility in 2013, and its $2.3 billion high yield senior notes offering in 2015.

    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.
     
  • Goldman Sachs, as financial adviser to MMG, in connection with the $5.85 billion acquisition of the Las Bambas copper project (Peru) by an MMG-led consortium from Glencore Xstrata (Switzerland).

    This was awarded “Energy & Resources Deal of the Year” by Asian Legal Business and “Cross-Border Deal of the Year” by Latin Finance.
     
  • Goldman Sachs, in a number of its acquisitions and investments, including the investment in Reva Medical, Inc.
     
  • Incitec Pivot Limited, in its new $400 million U.S. syndicated facility agreement and refinanced its existing A$568 million and $553 million Australian syndicated facility agreement, each of which is guaranteed by Incitec Pivot Limited and certain of its other subsidiaries.
     
  • Lihir Gold Limited, 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.
     
  • the underwriters to Macquarie Group Ltd., in its $1 billion senior notes offering and its $750 million medium term notes offering pursuant to Rule 144A/Reg S.
     
  • Mighty River Power Limited, 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.
     
  • Monash University, in its $135 million unsecured senior notes offering.
     
  • the underwriters to MYOB Group Ltd, in its $700 million unregistered IPO and Australian listing, pursuant to Rule 144A/Reg S.
     
  • National Australia Bank Limited, in the establishment of a $20 billion covered bond program, its $2 billion senior notes offering, its $1.25 billion senior notes offering and its $4.4 billion follow-on rights offering.

    The rights offering was the largest rights issuance in Australian corporate history.
     
  • Orica Limited, in the $654 million sale of its chemical business to Blackstone.
     
  • Orora Ltd., in its $250 million guaranteed senior notes offering pursuant to Section 4(a)(2).
     
  • 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 and “Oil & Gas Team of the Year” by Chambers USA Awards of Excellence. It was the largest-ever project financing as of 2012.
     
  • 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 Limited, in its $15 billion senior medium-term notes program pursuant to Rule 144A/Reg S.
     
  • the underwriters to Sydney Airport Group, in its $500 million guaranteed senior secured notes offering.
     
  • the Special Committee of NASDAQ-listed Shanda Games Limited, in its going-private transaction, which valued the company at approximately $1.9 billion.
     
  • Telstra Corporation Limited, 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 and the $410 million SEC-registered follow-on offering in 2015.
     
  • Telstra Corporation Limited, in its $1 billion senior notes offering pursuant to Rule 144A/Reg S.
     
  • Telstra Corporation Limited, in its $697 million acquisition of Pacnet Limited.
     
  • Woodside Petroleum Limited, in its $1 billion senior notes offering, pursuant to Rule 144A/Reg S.