IFLR 1000
The Guide to the World's Leading Financial Law Firms

Minter Ellison specialises in acquisition, structured and project finance.

Recent mandates from the likes of the New Zealand Treasury and Westpac highlight the firm's standing and head of department Kate Lane, along with other leading figures including Tom Fail, Michael Langdon and Chris O'Brien, have all been active in the market.

Deals
Minter Ellison represented Lloyds International and BOS International (Australia) in relation to the sale of BOS's New Zealand property loan portfolio. The sale of the portfolio to Goldman Sachs and Brookfield Asset Management was the largest distressed portfolio sale in Australia in 2011. It involved a loan sale of an entire portfolio, making the transaction comparable to a sale of a business rather than the sale of distressed assets on a loan-by-loan basis. The team had to negotiate the complexities arising out of the various facilities with numerous and diverse matters creating complex legal issues. Kate Lane led a large team, which facilitated the client through the sale of the loan, through, to significant due diligence and the development of a sophisticated and innovative structure for a sale agreement for disposal of assets.

The firm also advised Westpac on its financing of New Zealand's first public-private partnership project (PPP). Tom Fail led the team advising in relation to the Hobsonville Schools' PPP.

There has been some change in the Minter Ellison capital markets team this year. Robert Falvey retired from the partnership in early 2012 to take up a role as senior international counsel. However having added partner Rodney Craig to the team in November 2011 from Kensington Swan, the firm looks well set for the future.

The team is still led by Cathy Quinn and has been involved in various regulatory consultations this year including advice on the securities law review, while Quinn has been appointed to the Capital Markets Disclosure Review Panel.

Deals
The Minter Ellison team has been instructed to provide independent advice to the Directors of Trade Me Group in advance of their IPO. The team led by Cathy Quinn reviewed the offer documents for compliance with all legal aspects and best practice. In a similar role, the firm also advised the board of directors of Auckland International Airport on its NZ$100 million ($79 million) debt issue.

Within this area Minter Ellison benefits from its wide network, which allows it to pull in mandates from the firm's offices across Asia, including such far flung outposts as Mongolia.

Cathy Quinn – who also deals in capital markets issues – and Mark Stuart jointly lead the department which has been involved on a number of impressive acquisitions and joint venture deals in the past year.

Deals
Partner Silvana Schenone led on the CSR Viridian (New Zealand) joint venture with Euroglass Systems. The transaction included advising the parties in the sale of their respective businesses and merging into the newly incorporated joint venture entity, Viridian Glass Partnership. This entailed multiple agreements for the sale of the business and assets. CSR Viridian (New Zealand)'s parent company, CSR, is incorporated and listed on the Australian Stock Exchange, which resulted in extensive due diligence being conducted.

Minter Ellison advised a significant shareholder in Flavoured Beverages Group Holdings (FBG), the holding company of Independent Liquor, on the sale of all shares in FBG to Asahi Group Holdings. Cathy Quinn led the transaction, which included the review of the sale and purchase agreement and supplementary documentation.

The firm also acted for Anchorage Capital Partners in the sale of its Burger King restaurants to the Blackstone Group. Anchorage is a longstanding client of Minter Ellison's, who advised it in its initial investment in the Burger King business in 2009. The transaction was the result of a challenging auction process, which involved negotiation with a number of bidders, further complicated by the need to obtain consent from Burger King Corporation and Burger King Asia Pacific to obtain warranty insurance.

Minter Ellison has a fairly broad restructuring and insolvency practice which works in tandem with its dispute resolution group. The firm's wide network also puts it in a good position to advise on cross border mandates.

The team was enhanced last year with the hire of Richard Gordon, a special counsel at Buddle Findlay to the partnership.

The firm's work is split between M&A linked mandates and insolvency matters, often working with receivers. Sean Gollin and Michael Langdon remain the key partners in the team.

Deals
The firm acted for KordaMentha, the receivers, on the sale of 16 dairy farms operated by Crafar Farms. The case involved a security priority dispute over more than 5,000 cows and dealt with occupancy rights to the farms, claims to ownership of the Crafar's shares. Crafar was the largest privately owned dairy farms in New Zealand. Dairy farming has traditionally been a major economic foundation in New Zealand and the case attracted wide media coverage because of the political and cultural implications involved.

Minter Ellison acted as lead counsel advising Lloyds International on the sale of BOS International (Australia)'s distressed New Zealand property loan portfolio to Goldman Sachs and Brookfield Asset Management. Kate Lane led a team of 12 partners in the transaction, which involved issues arising out of loans with multiple and different conditions, the development of a novel structure for the sale agreement and significant due diligence.

Michael Langdon led a team, including Kate Healy, acting for McGrathnicol, the receiver, on the sale of assets of ABC Developmental Learning Centres (NZ) to Kidicorp. ABC was a solvent company, but owned by an Australian company in receivership. The deal involved the assignment of 120 leases from landlords, negotiations with receivers, secured creditors and company directors to resolve recovery and tax matters.