Recent tax experience includes:
Bendigo and Adelaide Bank
Advised Bendigo and Adelaide Bank on the first wholesale Tier 2 subordinated note issuance by an Australian domestic bank since the Basel III rules in relation to regulatory capital came into effect.
Provided income tax, GST and stamp duty advice for the A$67 billion Westpac/St.George merger and the integration of St.George's operations within the new merged Westpac entity, including advice to Westpac and representations to the ATO which resulted in Westpac announcing reduction to its tax expense of A$1.785 billion.
Provided tax advice to Rio Tinto in relation to the now withdrawn BHP Billiton hostile takeover bid. BHP Billiton's A$160 billion takeover attempt of the rival miner, Rio Tinto, stands as the world's largest attempted acquisition to date. We also advised Rio Tinto on tax issues associated with its strategic alliance with Chinalco, its joint venture with BHP Billiton and its $US15.2 billion capital raising.
Advised BAE on the stamp duty and income tax implications of its A$775 million bid for Tenix. The resulting entity is Australia's largest in-country defence supplier to the Australian Defence Force.
Commonwealth of Australia
Acted for the Commonwealth of Australia in the establishment of a special purpose vehicle to provide funding of up to A$1.3 billion to financiers of Australian car dealerships following the announcement of the withdrawal of major financiers to that sector, GE Money Motor Solutions and GMAC Financial Solutions.
Advised MBF Australia on its demutualisation proposal and proposed merger with BUPA. Valued at A$2.41 billion, this deal represents the largest such transaction in the Australian private health industry. During the course of the deal, new private health insurance legislation and tax laws were introduced, requiring significant flexibility from the Allens team.
Magellan Financial Group
Provided tax advice on a restructure to internalise Magellan's investment management through a takeover offer for ASX-listed New Privateer Holdings (NPH) and the subsequent acquisition of the remaining 40 per cent interest in NPH Funds, in a move to alleviate a potential conflict.
Brambles, BHP Billiton and Rio Tinto – dual-listed companies
Provided extensive tax advice for all three Australian dual-listed company transactions: Rio Tinto, BHP Billiton and Brambles GKN. Our role in these mergers included familiarising Australian regulators with the difficult issues that arose in these unusual transactions and advising on new financing arrangements. We continue to provide BHP Billiton and Rio Tinto with tax advice relating to their specific status as dual-listed companies.
Provided tax advice on the unification of Brambles DLC structure under a single holding company.
Advised the Goodman Australia Industrial Fund (GAIF) on the acquisition of A$1 billion of property from the Goodman Industrial Trust (GIT) funded by a capital raising by GAIF. We helped GAIF achieve their commercial objectives and a successful stamp duty outcome.
Provided income tax, GST and stamp duty advice on Westpac's disposal of AGC Corporation and subsequent acquisition of Rothschilds Funds Management, BT Financial Group and Hastings Funds Management.
Provided advice on the structure and tax implications for financial products for various entities including Macquarie Bank Limited, Westpac Banking Corporation and ABN AMRO.
ANZ, Macquarie and Westpac securitisations
Advised on a large number of securitisation transactions including RAMS (for Westpac), PUMA and PANTHER (for Macquarie) and Experien (for ANZ).
Queensland Investment Corporation
Advised Queensland Investment Corporation on the A$23 billion restructure of its property trusts, involving complex capital gains tax, rollover and stamp duty exemptions.
Provided tax advice to Plenary Capital in relation to its successful bid for the A$230 million Biosciences Research Centre and Single LEAP 1 (defence forces accommodation) PPPs. The matters involved the new tax regime for public infrastructure which affects the financing of projects.
Advised Westpac on the establishment of its funds management arm, BT Investment Management Limited and the associated IPO with a market capitalisation of A$800 million.
BHP Billiton tax dispute
Advised BHP Billiton on its successful litigation in the High Court of Australia regarding the deductibility of interest paid to the vendor of a business during the period up to the date of settlement of the acquisition.
Conducted a number of tax appeals on behalf of major clients in the High Court, Federal Court, Administrative Appeals Tribunal and Supreme Court of Victoria. These cover issues such as capital gains tax, the capital/revenue distinction in respect of both income and deductions, transfer pricing and stamp duty issues.