Sullivan & Cromwell LLP Logo Sullivan & Cromwell LLP Logo
  • Lawyers
  • Practices
  • Insights
  • About
  • Careers
  • Alumni
  • Twitter icon
  • LinkedIn icon
  •  icon
  • Podcasts icon
© 2025 Sullivan & Cromwell LLP
    • Home
    • Lawyers
    • Practices
    • Insights
    • About
    • Careers
    • Alumni
    Home /  Lawyers /  Benjamin I. Fleming

    Benjamin I. Fleming

    Special Counsel

    Melbourne +61-3-9635-1500
    flemingb@sullcrom.com
    Benjamin I. Fleming Headshot Photo

    Melbourne

    +61-3-9635-1500

    |

    flemingb@sullcrom.com

    Email vCard

    Benjamin Fleming is a special counsel in the Firm’s General Practice Group. Ben focuses on international securities offerings and financings, as well as cross-border mergers and acquisitions.

    Ben has extensive experience in public and private offerings of equity and debt securities, including securities issued in initial public offerings, and is actively involved in advising a range of clients on corporate governance and disclosure matters.

    Prior to joining S&C’s Melbourne office, Ben worked in the Firm’s New York office.

    Read More

    Spotlight

    S&C Advises Transurban on $550 Million Notes Offering

    Read More
    • Experience
    • Rankings and Recognitions
    • News
    • Credentials
    • Related Practices
    Experience

    Experience

    Selected Capital Markets Transactions

    SEC-registered IPOs and other SEC-registered offerings:

    • Woodside Energy Group Ltd in connection with its inaugural SEC-registered offering of US$2.0 billion in fixed rate notes

    • BHP Group on more than US$10 billion in SEC-registered offerings of fixed rate notes since 2023

    • 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

    • 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 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

    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 Luxembourg-listed 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:

    • 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

    • The dealer managers on Nufarm Limited’s liability management transactions concerning its senior notes issued 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

    • Fortescue Metal Group Ltd. in connection with various liability management transactions involving its outstanding Rule 144A/Reg. S notes

    • The joint bookrunners on Newcrest Mining Limited’s US$1.15 billion fixed rate notes offering in reliance on Rule 144A and Regulation S

    • Woodside Petroleum Ltd. on multiple bond offerings in reliance on Rule 144A and Regulation S

    • 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 in which a trust issued P-Caps in reliance on Rule 144A

    IPOs, Equity Offerings and Other Financings:

    • National Australia Bank Limited in connection with its A$3 billion equity placement and its A$4.5 billion accelerated rights offering

    • ANZ in connection with its A$3.5 billion accelerated rights offering and placement

    • 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 M&A Transactions:

    • BHP Group in connection with the unification of its dual-listed company structure

    • BHP Group in connection with the proposed divestiture of its oil and gas business to Woodside Petroleum for approximately A$20 billion in share consideration

    • 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 Corporation in connection with various mergers and acquisitions matters

    Read More
    Rankings and Recognitions

    Rankings and Recognitions

    • Empire State Counsel Honoree in recognition of pro bono service
    Read More
    News

    News

    • S&C Advises Transurban on $550 Million Notes Offering

      September 26, 2025
    • S&C Advises Woodside on $3.5 Billion SEC-Registered Notes Offering

      May 27, 2025
    • S&C Advises BHP on $3 Billion SEC-Registered Notes Offering

      March 3, 2025
    • S&C Advises Woodside Finance in $2 Billion Debut SEC-Registered Debt Offerings

      September 20, 2024
    • S&C Advises Alumina in $2.2 Billion Acquisition Proposal from Alcoa

      March 1, 2024
    • S&C Advises BHP in $28 Billion Deal Transferring Oil and Gas Portfolio to Woodside

      June 14, 2022
    Read More
    Credentials

    Credentials

    Education

    • The University of Texas School of Law, J.D., 2013
    • University of Delaware, B.S., 2008

    Bar Admissions

    • New York
    Read More
    Related Practices

    Related Practices

    • General Practice
    • Australia/New Zealand
    • Capital Markets
    • Corporate Governance
    • Credit & Leveraged Finance
    • Environmental, Social and Governance (ESG)
    • Mergers & Acquisitions
    • Shareholder Activism
    Sullivan & Cromwell LLP Logo

    Sending an e-mail through this web site does not create an attorney-client relationship. You should not send us any information through this web site that you would want treated confidentially.

    Accept
    Sullivan & Cromwell LLP Logo Sullivan & Cromwell LLP Logo
    • Twitter icon
    • LinkedIn icon
    • RSS Feed icon
    • Podcasts icon
    • Contact Us
    • Cookies
    • Privacy & Disclaimers
    • Attorney Advertising
    © 2025 Sullivan & Cromwell LLP