Philippa Stone

Work Highlights

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

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

Practice Areas

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).