Herbert Smith Freehills Advises Joint Lead Managers on NAB’s $750m CPS Offer

Herbert Smith Freehills has advised the Joint Lead Managers of National Australia Bank’s (NAB) offer of new convertible preference shares (NAB CPS). The offer is to raise $750 million, with the ability to raise more or less.

NAB CPS are expected to be quoted on the ASX and offered at an issue price of $100 each. The offer is expected to open on 21 February 2013.

APRA has confirmed that the NAB CPS, once issued, will qualify as Additional Tier 1 Capital for the purposes of NAB’s regulatory capital requirements. The net proceeds received by NAB under the offer will be used for general corporate purposes.

Herbert Smith Freehills acted for the Joint Lead Managers, being NAB Wholesale, a division of National Australia Bank, J.P. Morgan, RBS Morgans, Roberts & Partners, Commonwealth Bank of Australia, UBS and Deutsche Bank.

The Herbert Smith Freehills team was led by Philippa Stone, Partner and Co-Head of Capital Markets, working with executive counsel Lauren Magraith and solicitor Charlotte Cameron.

“NAB is now the third major bank to offer hybrid securities to the retail market that meet APRA’s new Basel III prudential standards that were released in 2012,” said Stone. “We are very pleased to have acted for the joint lead managers on this transaction, after having acted for the issuers on the first two Basel III capital raisings by CBA and Bendigo and Adelaide Bank last year, as well as for the joint lead managers on the recent Westpac Capital Notes offer earlier this month.”

Herbert Smith Freehills’ Australian capital markets team has extensive experience acting for both issuers and joint lead managers on hybrid and subordinated note transactions, having recently acted for the joint lead managers on Westpac Banking Corporation’s $1.25 billion Capital Notes offer, for Commonwealth Bank of Australia on its $2 billion offer of PERLS VI (and concurrent PERLS IV buy-back and Reinvestment Offer), for Bendigo and Adelaide Bank on its $269 million issue of Convertible Preference Shares and concurrent Reset Preference Share Reinvestment Offer, for the joint lead managers on Westpac Banking Corporation’s $1.5 billion offer of Tier 2 Westpac Subordinated Notes, for the joint lead managers on ANZ’s $1.5 billion offer of ANZ Subordinated Notes, for Colonial on its $1 billion offer of subordinated notes and for the joint lead managers on IAG’s $377 million offer of convertible preference shares.

Herbert Smith Freehills’ capital markets team has also recently acted for Citi as sole lead manager and bookrunner on Woolworth’s property demerger and associated capital raising, for Macquarie as sole lead manager and bookrunner on Goodman Group’s recent $400 million capital raising, for Ten Network Holdings Limited on its $200 million entitlement offer and its $230 million entitlement offer and for AGL Energy Limited on its $900 million entitlement offer and $650 million subordinated notes offer.

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