In a multi-billion dollar transaction that demonstrates the continued strength of the Initial Public Offering (IPO) market in Australia, Gilbert + Tobin have advised on the IPO of Healthscope Limited.
Healthscope Limited, Australia’s second largest private hospital operator, is a leading provider of pathology services in Australia, New Zealand, Malaysia and Singapore.
Gilbert + Tobin is advising the Joint Lead Managers to the Healthscope IPO, Macquarie Capital (Australia) Limited, UBS AG (Australia Branch), CIMB Capital Markets (Australia) Ltd, Credit Suisse (Australia) Limited, Goldman Sachs Australia Pty Limited and Merrill Lynch Equities (Australia) Limited.
The listing will give Healthscope, which is currently owned by TPG and the Carlyle Group, an implied market capitalisation of $3.3 - $3.8 billion at the offer price, making this the largest IPO in Australia since QR National in 2010.
Corporate advisory partner Peter Cook, who along with senior lawyer Adam D’Andreti led the team with the support of Sean Meehan, told Australasian Lawyer
that the transaction is hugely significant because aside from its sheer size, it demonstrates the continued strength of the IPO market in Australia.
He says there were a number of interesting and unique legal challenges that arose during the deal.
“Healthscope’s IPO was unique in adopting for the first time a blended offer structure comprising of a traditional “back end” bookbuild process and an upfront cornerstone offer. For an offer of this size, it is customary for the offer to institutional investors (which makes up the largest share of the offer) to be conducted through a bookbuild undertaken after several weeks of management roadshow presentations. The offer price is then determined through that bookbuild,” he says.
“The Healthscope IPO has developed this by including an upfront cornerstone process in which bids were obtained from cornerstone investors prior to lodgement of the prospectus. The implementation of this structure involved a number of interesting legal considerations, such as how to structure the cornerstone agreements and to manage the disclosure position.”
Cook says Gilbert + Tobin was selected to act for the joint lead managers to the Healthscope IPO thanks to its strong track record of acting on Australia’s largest and most significant IPO and other equity capital markets transactions.
This includes having an advisory role either for the sponsor, the issuer or the joint lead managers/underwriters for cases spanning PEP’s IPOs of Spotless Group and Veda, Quadrant’s exits from Burson Autoparts and iSentia, CHAMP Ventures’ IPO of SG Fleet, Anchorage’s IPO of Dick Smith, Apollo and Oaktree’s IPO of Nine Entertainment Co and Crescent Capital’s IPOs of Cover-More and Lifehealthcare.
Other firms that involved in the Healthscope IPO were Healthscope’s Counsel, Herbert Smith Freehills
, US Counsel to the joint lead managers, Skadden Arps and US counsel to Healthscope, Sullivan and Cromwell.