Lead Manager

BABCOCK & BROWN PROSPECTUS
Collectively, these entities own all the assets of the Babcock & Brown Group.This structure is shown in the
diagram below:
Pre-IPO Babcock & Brown Group structure
GP
LP
1% GP
20% LP
The above structure is to be reorganised in the period immediately prior and immediately after the issue of
Shares under this Prospectus.
8.3.2 Objectives of the restructuring
The objectives of the Babcock & Brown Group restructuring are to:
• Transfer all Babcock & Brown Group entities under Babcock & Brown and BBIPL
• Convert the ownership interests of Babcock & Brown Executive Stakeholders and HVB in the Babcock &
Brown Group into Shares in Babcock & Brown or BBIPL (in the case of US-resident Executive Stakeholders)
• Terminate the Phantom Plan arrangements
• Cash out the interests of certain Babcock & Brown employees with smaller interests in BBA and BBH
• Re-align the ownership interests of certain Executive Stakeholders by allowing those stakeholders to
subscribe for Shares in Babcock & Brown prior to the IPO
The Babcock & Brown Shares issued to HVB as part of the restructuring are issued subject to the disclosure in
this Prospectus.
All documents required to effect this restructuring have been executed by the relevant parties and placed into
escrow.The restructuring documentation will be released from escrow, and become effective, only following the
satisfaction of certain conditions, most relevantly, achieving the minimum subscription under this Prospectus and
both the Executive Committee and HVB authorising their release (which may occur after the Offer closes but is
expected to occur by the date on which the Institutional Offer closes). Additionally, certain parties have the right
to withdraw their documents from escrow during a brief period following the date of this Prospectus. If this
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