Russell McVeagh

New Zealand's premier law firm

Work

Finance

Russell McVeagh's highly regarded Finance Group aims to be the team of choice for clients with the most complex financing transactions and challenging legal issues. Our partners are leading individuals in the New Zealand market with considerable experience in a wide range of domestic and international banking and financing transactions.

Areas of specialisation include:

Debt capital markets
Our debt capital markets team is widely regarded as the pre-eminent team in New Zealand. We advise issuers, arrangers and trustees on domestic and international debt issues. This includes advising:  

  • New Zealand registered banks issuing Tier 1 and Tier 2 capital instruments
  • New Zealand issuers issuing into the Euro, US, Canadian and Swiss markets
  • Offshore issuers issuing NZ dollar instruments
  • Advising New Zealand corporates issuing listed debt and convertible instruments.

Our team has helped engineer many firsts in the New Zealand market, including the development of the Kauri Bond market over a period of two years into New Zealand's second largest capital market (after government bonds), the first listed debt issue by a State-Owned Enterprise, the first Maple Bond issue by a New Zealand issuer, the first retail Kauri Bond, the first commodity linked listed debt security, and significant listed retail Tier 1 issues by European banks.

Our goal is to enable innovation to occur while understanding and managing risks and to manage complex transactions in an orderly and transparent way.

Recent highlights include advising:

  • Kiwibank on its $150 million listed tier 1 retail securities offer.
  • Meridian Energy on its $200 million listed renewable energy bond offers.
  • Goodman Property Trust on its offer of $150 million of fixed rate, secured debt securities.
  • BNZ Capital as arranger of Manukau City Council's $100 million secured fixed rate bonds offer.
  • Brookfield Multiplex (Australia) on its $57 million and $65 million secured bond offers under the Mutual Recognition of Securities Offerings regime.
  • Downer EDI and Works Finance on its $150 million issue of senior fixed rate medium term bonds.
  • New Zealand Post on its $200 million listed subordinated notes offer.
  • Bank of New Zealand and Westpac Institutional Bank as joint lead managers of an issue by Auckland City Council of $150 million senior secured bonds.
  • Meridian Energy on its offer of short term notes known as Renewable Energy Notes.
  • Auckland International Airport Limited on its $150 million issue of retail senior fixed rate bonds and its follow-on $125 million retail senior fixed rate issue.
  • Genesis Energy on its debut offer of retail debt securities, a $225 million issue in two fixed rate tranches. This deal won the 2009 INFINZ debt deal of the year award.
  • Australia and New Zealand Banking Group on its A$1 billion offer of cumulative preference shares (a trans-Tasman mutual recognition offering).
  • World Bank on its $100 million Socially Responsible Issue. This was New Zealand's first retail Kauri issue.
  • Telecom on its CHF 200 million Swiss Bond issue. This followed on from a CAD 275 million Maple Bond in 2006.
  • Rabobank Nederland on its $900 million listed retail offer of Tier 1 capital securities. This offer exceeded all expectations and became the largest corporate bond offer in New Zealand's history. This deal won the 2008 INFINZ debt deal of the year award.
  • ANZ National Bank on its $830 million listed retail offer of Upper Tier 2 perpetual subordinated bonds. This is the second largest corporate bond offering in New Zealand and the first Upper Tier 2 instrument publicly offered by a New Zealand bank.
  • Credit Agricole on its $250 million listed retail offer of Tier 1 deeply subordinated notes. This was an exceptional offer in that it was undertaken by a financial institution not registered as a bank in New Zealand and therefore subject to all of New Zealand's securities laws. The offer required innovative exemptions from the New Zealand Securities Act and Financial Reporting Act which were obtained in a very short time-frame.
  • European Investment Bank on its $800 million offer of two tranches of fixed rate notes under its EMTN programme. This is the largest Kauri bond deal done in New Zealand. 

Bank lending
Our bank lending team has played a significant role in most of the recent major New Zealand transactions. We advise banks, arrangers, borrowers and sponsors on a wide range of domestic and international bank lending transactions. These include: 

  • Leveraged finance
  • Acquisition finance
  • Corporate finance
  • Project finance
  • Property finance

Recent highlights include advising:

  • The syndicate of banks on a NZ$600 million financing of the acquisition by an Infratil/Guardians of New Zealand Superannuation consortium of Shell's downstream New Zealand assets.
  • The syndicate of banks on a NZ$254.62 million construction and term financing of the Britomart precinct in Auckland.
  • Equity Partners Infrastructure Company No 1 on the acquisition financing and refinancing of its indirect interests in Thames Water, Moto, Wales & West Utilities and Arqiva.
  • ANZ National Bank on its purchase of the Forsyth Barr building in Auckland by Robt. Jones Shortland Assets.
  • The syndicate of banks financing CKI's acquisition of Vector's Wellington electricity network assets and acting on the refinancing of that acquisition debt.
  • Telecom on its $800 million standby and swingline facilities.
  • The syndicate of banks financing and re-financing Rank's acquisition of the packaging assets of Alcoa.
  • Macquarie on its acquisition of the Qualcare Retirement Group.

Financial services regulatory advice
Our financial services regulatory team provides advice on complex regulatory issues affecting the banking and finance industry. This includes advising:

  • Registered banks on compliance with the Reserve Bank of New Zealand's banking standards
  • Foreign banks and financial institutions on regulatory issues in New Zealand relating to registered banks and non-bank deposit takers
  • Non-bank deposit takers on compliance with the non-bank deposit taker prudential requirements in the Reserve Bank of New Zealand Act 1989, including obtaining exemptions from the Reserve Bank of New Zealand 
  • Issuers on securities offering laws, including obtaining exemptions from the Securities Commission
  • Registered banks and other financial institutions on the Crown retail and wholesale guarantee schemes
  • Futures dealers on the regulation of futures products, including obtaining authorisations from the Securities Commission
  • Investment advisers and brokers on disclosure and conduct obligations
  • Financial institutions on AML and CFT
  • On consumer credit law issues 

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    Recent transactions include advising:

    • The consortium headed by RBS on the legal and regulatory aspects of the acquisition of ABN AMRO.
    • Westpac on the local incorporation of its New Zealand retail banking business. This was an extremely complex transaction that was ultimately effected through private legislation.
    • The New Zealand Bankers' Association on the regulation of forwards, swaps and options offered by registered banks and obtaining exemptions and authorisations for these products under the Securities Act and Securities Markets Act.
    • Various parties on the Crown guarantee of retail and wholesale deposits.

    Restructuring and insolvency advice
    Our restructuring and insolvency team, led by John Powell and Matt Kersey, brings together expertise from different practice areas to provide a comprehensive service to our clients. Our clients include banks and financial institutions, trustees, receivers, liquidators, administrators and debtor companies. Our advice includes:

    • Strategic advice on restructuring
    • Advising receivers, liquidators and administrators on all aspects of formal insolvency
    • Advising on priority issues under New Zealand's Personal Property Securities Act
    • Advising distressed companies
    • Litigation

    Recent highlights include advising:

    • The secured creditor in relation to the receivership of New Zealand Yachts Limited.
    • BOS International (Australia) Limited and KordaMentha in relation to the receivership of Denarau Investments Limited, the developer of the Fiji Beach Resort and Spa Managed by Hilton.
    • BOS International (Australia) Limited in relation to Strategic Finance's moratorium.
    • PricewaterhouseCoopers as receivers of Capital + Merchant Business Investments Limited.
    • The securitisation trustee on the receivership of Propertyfinance Securities Limited.
    • The promoter and vendor in a class action brought by shareholders following the receivership and liquidation of Feltex Limited.
    • The statutory trustee in relation to the OPI Pacific Finance moratorium and 3 of the 4 Hanover Group debenture issuers.
    • PricewaterhouseCoopers as receivers of OPI Pacific Finance Limited. 

    Project Finance
    Our project finance team brings together expertise from different practice areas to provide a comprehensive service to our clients. We advise financiers, sponsors, borrowers and contractors operating in a wide range of industry sectors including electricity, oil and gas, transport and infrastructure. Our experience in these differing roles means we have an innate understanding of 'bankability' in project finance transactions.

    Recent highlights include advising:

    • NZOG on the project financing of the Tui and Kupe gas and oil field developments.
    • The financier on the project financing of the construction of waste management facilities at Mangawhai for the Kaipara District Council.

    There is gathering political momentum for delivery of transport projects in New Zealand via the public private partnership (or PPP) model. The statutory framework for transport PPPs is provided for under the Land Transport Management Act. Our project finance team forms part of Russell McVeagh's market leading multi-disciplinary infrastructure team which is actively assisting clients in this area.

    An interesting project that Russell McVeagh is assisting with is the construction of a multi-million dollar Visitor and Education Centre for the Karori Wildlife Sanctuary. Russell McVeagh is undertaking this significant project finance and corporate deal on a pro bono basis. The Karori Wildlife Sanctuary is an important ecological facility as well as a major tourist centre and required the building of a substantial visitor and education centre capable of handling several hundred thousand visitors each year. Based in the heart of Wellington city, the Sanctuary undertakes conservation work of national significance.

    Structured finance and securitisation
    Our highly regarded structured finance and securitisation team brings together partners from the finance and tax specialties. We advise banks, corporates, trustees and rating agencies on a wide range of domestic and cross border transactions.

    Recent transactions include advising:

    • Banks on cross border structured preference share issues.
    • Banks on cross border leasing transactions.
    • New Zealand registered banks on internal RMBS transactions.

    Derivatives
    Our derivatives and swaps experts provide a wide range of advice to banks and corporates. This includes advising on:

    • Repo transactions
    • Equity swap transactions
    • Interest rate, foreign exchange and commodity hedges
    • The regulation of derivative products
    • Credit derivatives
    • Netting of derivatives for capital adequacy purposes
    All Work Areas