Banking and Finance

Overview

Debt finance transactions are complex, time-pressured and often contested. Outcomes turn on careful structuring, quality documentation and effective negotiation.

Thomsons advises lenders, borrowers, sponsors, fund managers and financial institutions across the full range of debt and finance transactions: bilateral and syndicated lending, acquisition and project finance, asset-backed structures, private credit and regulatory capital, in domestic and cross-border markets. The work covers origination, structuring, enforcement, restructuring and resolution.

The team sits on the legal panels of all four major Australian banks and acts for international banks, private credit providers, superannuation funds, insurers, corporate borrowers and resources companies.

Areas of expertise

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Acting on bilateral, club and syndicated loan facilities for corporate borrowers and financial institutions across a range of purposes including working capital, growth capital and strategic funding. The practice advises both lenders and borrowers, with a client base that spans the four major Australian banks, international banks and large corporates across agribusiness, energy and resources, property, manufacturing, health and transport.

Acting for lenders, sponsors and public sector participants on energy, resources and infrastructure project financings. Work covers risk allocation, security arrangements, intercreditor structures and regulatory interfaces. The practice has particular depth in the resources sector, advising on project financings that involve multi-creditor structures, bespoke intercreditor arrangements and coordinated debt and equity solutions across both developed and developing markets. In the resources sector, our experience extends to non-traditional financing structures including streams, royalties, prepayments and convertible facilities.

Advising on construction, development and investment financing for commercial, industrial and residential property projects. The practice acts for both lenders and borrowers on hotel, residential, commercial and industrial developments, including syndicated, club and participation-based structures. Work covers security arrangements, due diligence, documentation and settlement across major property markets.

Advising on sustainability-linked loans and green financing facilities, including the design of ESG frameworks, reporting obligations and covenant structures for impact investment. The practice assists lenders and borrowers in aligning financing arrangements with sustainability objectives and regulatory expectations, drawing on cross-disciplinary expertise in environment, governance and financial services regulation.

Advising banks, insurers and other regulated entities on capital adequacy, prudential standards and licensing obligations. The team regularly advises on accountability regime engagements in Australia and the United Kingdom, including the Financial Accountability Regime, advising superannuation funds, insurers, reinsurers and banks at board and executive level.

The practice's digital assets capability is regarded as pre-eminent in the Australian market. It has acted for major exchanges and issuers on complex regulatory change mandates and has advised on market-defining assignments including Forte's role in Project Acacia, the Reserve Bank of Australia's pilot for the use of central bank digital currency in wholesale financial markets.

Our experience

Toubani Resources – Kobada Gold project financing

Advised Toubani Resources Limited (ASX: TRE) on a US$160 million debt financing package for the construction of the Kobada Gold Project in southern Mali, West Africa. The financing encompassed a secured gold stream and a senior debt facility provided by international lenders. Work included structuring the gold stream and senior loan, negotiating the Intercreditor Agreement, advising on a synthetic stream facility designed to comply with local lending rules, and coordinating legal, tax and financial advisers across Australia, Mali, London, Paris and the Netherlands.

Core Lithium – Finniss Lithium project financing

Advising Core Lithium Limited (ASX: CXO) on its US$120 million debt financing package to finance the restart of the Finniss Lithium Project in the Northern Territory. The financing package comprised a secured senior loan from Nebari and secured convertible note facilities from InfraVia and Glencore. In addition, a marketing arrangement was entered into with Glencore.

Alternative investment manager – Senior secured financing

Advised an alternative investment management firm as lead counsel in a senior secured financing to a crypto exchange. Thomsons prepared and negotiated all Australian finance documents and attended to financial close.

Power company – Syndicated multi-option facility

Advised a power company on a syndicated multi-option facility. This comprehensive financing package included term debt, revolving credit, acquisition financing, equipment financing, and performance guarantees.

Banking syndicate – Revolving and acquisition financing

Advised a syndicate of banks as their Facility Agent and Security Trustee in relation to a secured syndicated corporate revolving and acquisition financing for a gold mining company and its subsidiaries. Thomsons advised the lenders on all aspects of the financing, including term sheet negotiation, security structuring, and due diligence across jurisdictions.

BankSA and Westpac – Syndicated property and project finance

Advising on a series of syndicated, club and participation-based property and project finance transactions, including funding for hotel, residential, commercial and industrial developments, as well as aviation and maritime asset financings.

ANZ and Bank of Melbourne – Caulfield Racecourse redevelopment

Advising on and documenting a A$120 million club facility to fund the redevelopment of the Caulfield Racecourse in Melbourne for the Beck family interests.

Agribusiness Facility – Cattle processing

Acting for an Australian bank in providing A$70 million in corporate facilities to develop a cattle processing facility in Northern Australia, addressing bespoke collateral considerations including livestock security and sector-specific regulatory requirements.

Forte – Project Acacia (Reserve Bank of Australia)

Advising Forte, a digital asset infrastructure provider, in connection with Project Acacia, the Reserve Bank of Australia's pilot program exploring the use of central bank digital currency and distributed ledger technology in wholesale financial markets. Advised on the structuring and creation of tokenised bonds, navigating complex questions at the intersection of the Corporations Act, the payments regulatory regime and emerging digital asset policy.

Corpay – AFSL remediation and compliance uplift

Acting for Corpay, a major global payments and foreign exchange provider, on a comprehensive remediation and compliance uplift program following the imposition of conditions on its Australian financial services licence by ASIC. Advised across the full spectrum of Corpay's operations including product classification, risk management frameworks, compliance infrastructure and licensing obligations across multiple business lines.

Aware Super, CareSuper, Brighter Super, NGS Super and Vision Super – Regulatory reform advice

Advising major Australian superannuation funds on significant regulatory reforms, including implementation of the Financial Accountability Regime, governance obligations and prudential compliance.

Wilson Asset Management – Licensing and product design

Advising Wilson Asset Management, a leading Australian investment manager with more than A$6 billion under management, on licensing and product design.

Funds SA – Compliance and regulatory compliance

Acting for Funds SA, the specialist investment manager for the South Australian Government's public sector superannuation funds and approved authorities, with more than A$48 billion under management, on governance, licensing and ongoing compliance assignments.

Overview

Areas of expertise

Acquisition and leveraged finance

Asset and structured finance

Corporate and institutional lending

Fund finance

Project finance

Real estate finance

Social, green and sustainable finance

Private credit and alternative lending

Regulatory capital and prudential compliance

Our experience