Philippa Stone

Partner

Sydney, Australia

Philippa specialises in equity and hybrid raisings and mergers and acquisitions.

Philippa specialises in equity and hybrid raisings and mergers and acquisitions, including public company M&A, negotiated transactions and privatisation work, and corporate reconstructions for listed companies, as well as foreign investment advice and general corporate, structured financial products and corporate governance advice.

Philippa is the Joint Global Head of Herbert Smith Freehills’ Capital Markets team, and also Joint Head of the firm’s award-winning Australian Equity Capital Markets team. The Australian team was awarded Equity Market Deal of the Year at the 2023 Australasian Law Awards, and has been awarded the highest possible ranking in the area of Equity Capital Markets by Chambers Global, Asia Pacific Legal 500 and IFLR 1000 every year since 2004.

For more than a decade, Philippa has been the only Australian Lawyer to be rated as a ‘Star Performer’ in the Chambers Global Guide for equity capital markets, where she also ranks in Band 1 for Corporate/M&A. She has won the Australian Deal Maker of the Year award at the ALB Australasian Law Awards on multiple occasions – she is the only lawyer to have won this award seven times. She has also been recognised in various other awards and rankings including Lawyers Weekly, Best Lawyers and Asia Pacific Legal 500.

Philippa has pioneered innovation in the law, including by helping to develop the accelerated entitlement offer structure, first used in Adsteam Marine (INSTO Magazine’s 2001 Innovative Deal of the Year), and now widely used by Australian companies and recognised in ASX’s listing rules and in ASIC instruments. She is Chair of the Law Council of Australia’s Corporations Law Committee, is a founding member of its Foreign Investment Committee, and was a member of the Australian Securities Exchange’s Listing Appeals Tribunal. She was appointed to the Australian Takeovers Panel in 2019, with her appointment renewed in 2022. Philippa was also a member of the Commonwealth Government’s Business Regulation Advisory Group (“BRAG”) on the CLERP 9 reforms and other Corporations Law simplification changes.

Chambers Global Guide states that “Philippa Stone is widely reputed as the dominant practitioner with regard to ECM matters, often being the lawyer of choice for issuers, underwriters and lead managers on major IPOs and secondary capital raisings” and that she “commands the highest respect among both clients and other sources… not only for handling public M&A deals no less effectively than the equity capital markets transactions for which she is especially renowned, but also in the spheres of negotiated deals, privatisations and corporate reconstructions.”

Background

Philippa has honours degrees in Arts and Law from the University of Sydney.

She has been a guest lecturer at the University of New South Wales on corporate control transactions and at Sydney University on capital markets transactions.

She is Chair of the Law Council of Australia’s Corporations Law Committee, and is a founding member of its Foreign Investment Committee, and was a member of the Australian Securities Exchange’s Listing Appeals Tribunal. She was appointed to the Australian Takeovers Panel in 2019.

Philippa was a member of the Commonwealth Government’s Business Regulation Advisory Group (“BRAG”) on the CLERP 9 reforms and other Corporations Law simplification changes.

Philippa was also a non-executive director of David Jones Limited until its acquisition by Woolworths Holdings Limited, and has also been a non-executive director of both AirServices Australia Limited and the Civil Aviation Safety Authority, and was also a member of the International Air Services Commission. She is Deputy Chair of the Centre for Independent Studies, and is a Panel Member of Adara Partners (a boutique corporate advisory firm whose profits go to help disadvantaged groups in Nepal and Uganda).

Experience & expertise

Selected matters

Equity Capital Markets

advised the Commonwealth Government on a number of landmark privatisation equity offers including Telstra 1, Telstra 2 and Telstra 3 (each around A$15 billion and among the largest equity offers worldwide in the relevant years) and the A$5.8 billion IPO of its equity in Medibank Private, Australia’s largest IPO in 2014 (and one of the largest in the world for 2014 (2015 Australasian Lawyer Awards Equity Deal of the Year and 2015 Law Institute of Victoria Awards Deal of the Year)
acted for issuers and underwriters on numerous other major IPOs, including Ventia Services, StepOne, Vulcan Steel, Judo Bank, APM Human Services International, Pepper Money, Dalrymple Bay Infrastructure, Coronado Global Resources, Pepper Group, Healthscope (award winning), Touchcorp, Genworth Australia, oOhMedia, Surfstitch, SG Fleet, Spotless, Asaleo Care, Mantra, National Storage REIT, Centuria REIT, Veda, OzForex, Aston Resources, Royal Wolf (award winning), SCA Property Group (Woolworths’ spin-off of its property business), Miclyn Express Offshore, Transfield Services Infrastructure Fund, Babcock & Brown Power, SPAusNet (multi-award winning), Pacific Brands (multi-award winning), Promina (multi-award winning), New Zealand Telecom (involving Australian, US and NZ public offerings), Commonwealth Bank of Australia, David Jones, Adsteam Marine, Record Investments, Allco Max, Macquarie Communications Infrastructure Group, Worley Group, Just Group, Bradken and Repco
helped to develop the innovative accelerated entitlement (or ANREO) offer structure, first used in Adsteam Marine (INSTO Magazine’s 2001 Innovative Deal of the Year), and now widely used by Australian companies. She has acted on numerous other raisings using this structure including for NextDC on its A$1.3 billion entitlement offer (2024’s largest capital raising so far), Commonwealth Bank of Australia on its $5.1 billion entitlement offer, one of the largest rights issues in Australia, Next DC, Spark Infrastructure, Syrah Resources, Arrium, Macquarie Infrastructure Group, QBE, Amcor, Investa Property Group, Centennial Coal, Deutsche Industrial Trust, Macquarie Pro Logis Trust, Australian Infrastructure Fund, Incitec Pivot, CSR, Dexus, Macquarie Office Fund, STW, Transfield Services Infrastructure Fund, Ten Network Holdings, Mirvac, Greencross and many others
acted for SAS Trustee Corporation during the competitive dual-track sale process of its financial planning business StatePlus, a major New South Wales Government privatisation
acted for MCIG on its landmark $900 million raising to fund its acquisition of ntl:Broadcast which used the ‘RAPIDS’ (or AREO) accelerated renounceable entitlement offer structure for the first time, as well as acting on subsequent RAPIDS or variant offers such as Macquarie Countrywide, WorleyParsons, Westfield, TransPacific, Fisher & Paykel, FKP Property Group, Ten Network Holdings and Woodside Petroleum. She has also acted for either the issuer or underwriter in many PAITREO offers (accelerated entitlement offers with retail rights trading), including Tabcorp, AGL Energy, ASX Limited (which was interesting, as a raising by the operator of Australia’s major stock exchange), ALS and Brambles
she also acted for issuers and underwriters in numerous placements, traditional rights offers and other secondary offerings, including for the underwriters of Rio Tinto’s US$15.2 billion rights issue, one of the largest rights offers ever, and with complex legal aspects arising from Rio Tinto’s dual listed company structure
she has also acted on a number of complex recapitalisations, many involving cornerstone investors and complex interactions between debt and equity arrangements, including Retail Food Group, Brookfield/BBI ($1.8 billion), GIC/GPT, Warburg Pincus/TransPacific, Elders Australia and Fisher & Paykel
Philippa has acted for both issuers and structurers/underwriters in numerous hybrid equity, convertible bond and other bond issues, including specialising in financial sector hybrid equity issuance qualifying as Additional Tier 1 capital. Offers have included almost all of the 16 CBA PERLS offerings (including the recent PERLS XVI offering, one of the first retail hybrid offerings to have to comply with the new DDO regime, PERLS VI, the first fully Basel III compliant hybrid offering by an Australian bank, and PERLS VII, one of the largest retail hybrid offers ever in the Australian market), all of ANZ Bank’s recent capital notes issues, all of Westpac’s recent capital notes issues, Bendigo and Adelaide Bank’s issue of convertible preference shares and concurrent reset preference share reinvestment offer, Colonial’s $1 billion retail subordinated note issue, National Australia Bank’s $1.51 billion offer of new convertible preference shares, AGL’s $650 million retail subordinated note issue, a number of bond offerings by Yanzhou Coal/Yankuang Energy (this company was one of the first Chinese state-owned enterprise issues to secure an S&P rating), Santos’ €1 billion step-up hybrid note (INSTO Magazine’s 2010 Bond Deal of the Year and Hybrid Deal of the Year – treated as debt for accounting and tax purposes but with 100% S&P equity credit), Virgin Australia’s 2019 retail bond issue, CBA’s US$700 million Tier 1 Hybrid issue and “COMMETS” issue, CBA retail bonds, Primary retail notes, ALES 2 retail notes, Westpac SPS 1 and 2, ANZ CPS 1, 2 and 3, NAB Tier 1 Convertible Notes, Paladin Energy Convertible Bonds (I , II and III), MCIG Convertible Bonds, FKP Convertible Bonds, Avoca Resources Convertible Bonds, Transpacific SPS, David Jones RPS, DB RREEF RENTS, SKYCITY ACES, IAG RPS II, Amcor PACRS 2, Leightons Notes, Toll RPS, Westfield Trust Notes and Options (and associated Luxembourg listed convertible bonds), Promina RPS, Austar United Communications STARS, Australian Energy Income Fund’s FIELDS, Prime Infrastructure SPARCS, BBI EPS, Babcock & Brown Subordinated Notes 1 and 2, Deutsche Xenon Alpha Plus 1 and 2 and various warrants, employee share issues and DRPs
acted for Contact Energy Limited on its ASX listing as an exempt foreign entity (which included Origin Energy selling down its majority shareholding in Contact Energy Limited)
acted for the joint lead managers in Westpac’s $672.4 million innovative retail prospectus sell-down in BT Investment Management (including entitlement components to both Westpac and BT Investment Management shareholders)
acted for Yancoal Australia Limited on its $8 billion scrip merger with Gloucester Coal (including the issuance of innovative Contingent Value Rights) and ASX listing, the first Chinese SOE listing on ASX

Mergers & Acquisitions

Philippa has been involved in numerous major public company control transactions, as well as negotiated acquisitions and disposals, including many in the infrastructure, resources, financial services and agribusiness sectors. Recent transactions include advising:

Zhaojin Capital on its 2024 A$750 million successful hostile takeover bid for Tietto Minerals
Prospa Group on its 2024 take private by scheme of arrangement
British Columbia Investment on its A$1.5 billion consortium acquisition (with Paine Schwartz Partners and Driscoll’s) of Costa Group by scheme of arrangement
Challenger Group Limited on the 2022/2023 sale of Challenger Bank
Brookfield on the A$17 billion (EV) acquisition of AusNet in 2021/2022 by scheme of arrangement (despite counter-bidding by APA)
AGL Energy on its 2022 A$6 billion demerger proposal, and response to the control approach by Brookfield
a member of the successful Sydney Aviation Alliance consortium on its A$32 billion acquisition of Sydney Airport by scheme of arrangement, completed in 2022
Brookfield on the A$1.5 billion acquisition of La Trobe Financial in 2022
WPP AUNZ on its 2021 merger with WPP plc by scheme of arrangement
Caltex Australia on the A$8.6 billion merger proposal from Alimentation Couche-Tard in 2020, and other announced proposals including the approach from EG and also the recently announced service station REIT spin-off
Brookfield Asset Management on the sale of its interest in the Dalrymple Bay Coal Terminal through a dual-track IPO/trade sale process, resulting in an IPO which was the second largest in 2020
Commonwealth Bank of Australia on its strategic review and potential spin-off of its Colonial First State Global Asset Management business (A$219 billion in funds under management), leading to its ultimate disposal
Woodside Energy on the acquisition of an interest in the Scarborough gas resource, and associated US$2.5 billion renounceable entitlement offer
Yancoal Australia on its A$3.2 billion acquisition of Coal & Allied Industries Limited from Rio Tinto and the associated A$3.1 billion equity raising. This was Australia’s biggest coal sector transaction in 2017, and one of the biggest globally, and involved a number of counter-bids by Glencore, as well as A$940 million in ‘tag along’ and related transactions with Mitsubishi. It was awarded M&A Deal of the Year at the 2018 Australasian Law Awards. The associated equity raising was the largest in Australia in 2017 and was also contested, involving successfully responding to two Takeovers Panel challenges
Pepper Group Limited’s Independent Board Committee in relation to the A$750 million acquisition of Pepper by Red Hot Australia Bidco Pty Limited, an entity indirectly owned by funds managed or advised by KKR Credit Advisors (US) LLC or its affiliates, by way of scheme of arrangement
Royal Wolf Holdings Limited in relation to the successful off-market takeover bid by its major shareholder, General Finance Corporation
Worley Group on its response to Dar Group’s A$2.5 billion proposal to acquire all of the shares in WorleyParsons by way of a scheme of arrangement
Worley Group on Australian aspects of the recent acquisition of Jacobs ECR and associated capital raising
Brookfield Infrastructure Partners, and other consortium members, on the A$13.2 billion joint acquisition of Asciano Limited by scheme of arrangement, and associated ‘break up’ involving its ports, rail and BAPS divisions
UBS AG, Australia Branch as lead manager, underwriter and M&A adviser in relation to Downer EDI Limited’s A$1.011 billion entitlement offer and A$1.27 billion off-market takeover bid for all of the issued shares in Spotless Group Limited
UGL on its response to CIMIC’s A$524 million takeover bid
Woodside on its A$11.6 billion proposed acquisition of Oil Search Limited by scheme of arrangement
NSW Electricity Networks on its A$10.3 billion acquisition of TransGrid in 2015, from the New South Wales Government
STW on its merger with WPP’s Australian and New Zealand businesses to create the A$950 million WPP AUNZ
AGL Energy on its A$1.5 billion acquisition of Macquarie Generation, involving a successful response to ACCC opposition, and the associated A$1.2 billion rights issue
UGL on the A$1.2 billion sale of its global DTZ business
a member of the successful bidding consortium in the A$7.1 billion QML toll road network sale
The Commonwealth Government on the A$5.6 billion privatisation sale of Sydney Airport, and on numerous other airport transactions, including sales of Townsville and Mt Isa Airports and of interests in Northern Territory Airports

Foreign investment advice

Philippa has extensive experience in advising on complex legal and regulatory issues associated with cross-border acquisitions of Australian target companies. She specialises in foreign investment advice, including dealing with the Foreign Investment Review Board (FIRB), and is a founding member of the Law Council of Australia’s Foreign Investment Committee (and has been extensively involved in consulting with FIRB on the changes to the Foreign Acquisitions and Takeovers Act). She has obtained a number of sensitive FIRB approvals over the years.

Other

Philippa is highly experienced in dealing with other key regulators, including the Australian Securities and Investments Commission (ASIC), the ASX and other governmental authorities on takeover and cross-border matters. She is a member of the Australian Takeovers Panel

She also provides corporate governance advice to a number of major Australian listed entities.