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Benjamin I. Fleming

Special Counsel

Benjamin I. Fleming

Special Counsel
Melbourne +61-3-9635-1500+61-3-9635-1500 +61-3-9654-2422+61-3-9654-2422
[email protected]
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. 

SELECTED REPRESENTATIONS

Selected Capital Markets Transactions
  • The joint lead managers on 29Metals Limited’s A$528 million IPO and listing on the ASX.
  • The underwriters on American Water Works Company, Inc.’s SEC-registered US$1.1 billion fixed rate notes offering.
  • 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.
  • Bank of New Zealand in connection with its Luxembourg-listed Rule 144A Medium-Term Note Sub-Program, including US$850 million of issuances thereunder.
  • BBVA Bancomer, S.A. in connection with the establishment of its medium-term notes program and its $750 million Rule 144A capital notes offering and related liability management transactions.
  • BHP Group in connection with various financing matters under its SEC-registered debt shelf program, as well as U.S. securities matters relating to the unification of its dual-listed company structure and proposed divestiture of its oil and gas business to Woodside Petroleum for approximately A$20 billion in share consideration.
  • BNP Paribas and First Hawaiian, Inc. (FHI) 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.
  • Fortescue Metal Group Ltd. in connection with various liability management transactions involving its outstanding Rule144A/Reg. S notes.
  • Inghams Group Limited in connection with its A$596.4 million initial public offering and listing of its ordinary shares on the ASX.
  • National Australia Bank Limited in connection with its A$3 billion equity placement and its US$4.5 billion accelerated rights offering.
  • 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.
  • The joint bookrunners on Newcrest Mining Limited’s A$1 billion equity placement and US$1.15 billion fixed rate notes offering 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.
  • The joint lead managers on Nuix Limited’s A$953 million initial public offering and listing of its shares on the ASX.
  • Orora Limited in connection with its U.S. private placement of senior notes.
  • PartnerRe Ltd. in connection with its SEC-registered $500 million junior subordinated notes offering, $500 million senior notes offering and $200 million preferred share offering.
  • ProSight Global, Inc. in connection with its initial public offering and the listing of its ordinary shares on the New York Stock Exchange.
  • QBE Insurance Group Limited in connection with its US$750 million equity placement and US$500 million of perpetual fixed rate resetting capital notes in reliance on Rule 144A and Regulation S.
  • Tabcorp Holdings Limited in connection with its A$450 million accelerated rights offering.
  • Woodside Petroleum Ltd. on multiple bond offerings 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.
  • 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.
     
Recognitions
  • Empire State Counsel Honoree in recognition of pro bono service.