Benjamin I. Fleming

Selected Capital Markets Transactions

SEC-registered securities offerings (debt and equity):

• BHP Group in connection with U.S. securities matters relating to the unification of its dual-listed company structure, the establishment of its post-unification SEC-registered debt shelf program in 2023 and the issuance of more than US$10 billion in SEC-registered offerings of fixed rate notes thereunder
• Woodside Energy Group Ltd in connection with the establishment of its SEC-registered debt shelf program, its inaugural SEC-registered offering of US$2.0 billion in fixed rate notes and offerings of US$5.5 billion of fixed-rate notes in SEC-registered transactions since 2024
• BNP Paribas and First Hawaiian, Inc. in connection with successive SEC-registered follow-on offerings of common shares of FHI, fully exiting its stake in FHI common stock

• First Hawaiian, Inc. in connection with the establishment of its SEC-registered shelf program
• DraftKings, Inc. in connection with its listing on The NASDAQ Global Select Market
• Enbridge Inc. in connection with its SEC-registered US$2 billion guaranteed fixed rate notes offering
• ProSight Global, Inc. in connection with its initial public offering and the listing of its ordinary shares on the New York Stock Exchange
• PartnerRe Ltd. in connection with its SEC-registered US$500 million junior subordinated notes offering, US$500 million senior notes offering and US$200 million preferred share offering
• The underwriters on American Water Works Company, Inc.’s SEC-registered US$1.1 billion fixed rate notes offering

SEC reporting, governance and compliance matters

In addition to SEC-registered transactions, Ben regularly advises international corporations in connection with SEC governance and reporting matters. These matters include periodic reporting and disclosure matters, corporate governance and compliance matters, and NYSE/Nasdaq listing and compliance matters.

Major financial institutions in connection with their U.S. debt funding programs:

• Australia and New Zealand Banking Group Limited in connection with its U.S. debt funding programs, including its Rule 144A Medium-Term Notes, Covered Bonds and 3(a)(2) Medium-Term Notes
• National Australia Bank Limited in connection with its U.S. debt funding programs, including the establishment of its U.S. commercial paper program in 2014 and issuances of its Rule 144A Medium-Term Notes, Covered Bonds and 3(a)(2) Medium-Term Notes
• Bank of New Zealand in connection with its Rule 144A Medium-Term Note Sub-Program, including the inaugural issuance of Tier 2 securities thereunder
• BBVA Bancomer, S.A. in connection with the establishment of its medium-term notes program and its US$750 million Rule 144A capital notes offering and related liability management transactions

International corporations and the managers in connection with Rule 144A/Reg. S offerings and private placements:

• Mineral Resources Limited on its US$1.3 billion Rule 144A/Reg S offering of high-yield senior unsecured notes
• PLS Group Limited on its debut US$600 million Rule 144A/Reg S offering of high yield senior unsecured notes
• Transurban Finance Company on its US$550 million Rule 144A/Reg S offering of senior secured fixed-rate notes
• Fortescue Metals Group on an offering of high-yield notes in reliance on Rule 144A and Regulation S
• The managers in connection with the offering of US$350 million of high-yield notes by subsidiaries of Nufarm Limited in reliance on Rule 144A and Regulation S
• QBE Insurance Group Limited in connection with its US$500 million of perpetual fixed rate resetting capital notes in reliance on Rule 144A and Regulation S
• The joint bookrunners on Newcrest Mining Limited’s US$1.15 billion fixed rate notes offering in reliance on Rule 144A and Regulation S
• Monash University in connection with its U.S. private placement of senior notes
• Orora Limited in connection with its U.S. private placement of senior notes
• The initial purchasers in connection the P-Cap Facility Transactions of Principal Financial Group and MassMutual in which a trust issued P-Caps in reliance on Rule 144A

IPOs, Equity Offerings and Other Financings:

• Xero Limited in connection with its A$1.85 billion institutional placement to fund its acquisition of Melio Limited
• ANZ in connection with its A$3.5 billion accelerated rights offering and placement
• National Australia Bank Limited in connection with its A$3 billion equity placement and its A$4.5 billion accelerated rights offering
• The joint lead managers on 29Metals Limited’s A$528 million IPO and listing on the ASX
• Inghams Group Limited in connection with its A$596.4 million initial public offering and listing of its ordinary shares on the ASX
• The joint lead managers on Nuix Limited’s A$953 million initial public offering and listing of its shares on the ASX
• QBE Insurance Group Limited in connection with its US$750 million equity placement in reliance on Rule 144A and Regulation S
• Tabcorp Holdings Limited in connection with its A$450 million accelerated rights offering
• IMDEX Limited in connection with its A$224 million accelerated rights offering
• Appen Limited in connection with its A$60 million accelerated rights offering
• The joint bookrunners on Newcrest Mining Limited’s A$1 billion equity placement in reliance on Rule 144A and Regulation S

Selected Liability Management Transactions:

• Transurban Finance Company on its inaugural liability management transactions involving concurrent Euro and U.S. tender offers
• Fortescue Metals Group in connection with various liability management transactions involving its outstanding Rule 144A/Reg. S notes, including its upsized US$750 million cash tender offers for its senior notes
• The managers in connection with various liability management transactions by Nufarm Limited

Selected M&A Transactions:

• BHP Group in connection with the unification of its dual-listed company structure
• BHP Group in connection with the divestiture of its oil and gas business to Woodside Energy Group Ltd, creating a global top 10 independent energy company by production valued at US$28 billion
• Alumina Limited in connection with its sale for US$2.2 billion to Alcoa Corporation
• DraftKings, Inc. in connection with its merger with a special purpose acquisition company, resulting in DraftKings as a public reporting company with its Class A common stock listed on The NASDAQ Global Select Market
• Enbridge Inc. in connection with the acquisition of certain limited partnerships and the related public exchange offers
• Ontario Teachers’ Pension Plan Board in the sale of its 50% interest in Northern Star Generation LLC to GulfSun Power Holdings, LLC, an affiliate of Harbert Management Corporation
• Shanda Games Ltd., as advisor to the special committee, on its consideration of a Rule 13e-3 going-private transaction
• Telstra Group in connection with various mergers and acquisitions matters