BABCOCK & BROWN

More documents

Recommendations

Info

4. information about babcock & brown 4.2.4 Structured Finance The Structured Finance group principally comprises three business units: • Special Products — involving development of specialised structured finance products; • Finance Leasing — specialising in lessor and lessee advisory, ‘big ticket’ finance lease arrangement, debt placement for lease advisory clients and restructuring advisory; and • Capital Markets — provision of hedging services and derivatives securitisation and the development of structured finance products involving capital market instruments. The Structured Finance group’s activities have historically been mostly advisory in nature. In 2005, the group has increasingly focused on the underwriting, restructuring and/or distribution of investment transactions. The expertise and knowledge gained through servicing clients also plays an extensive role in assisting in the structuring and execution of transactions in other parts of Babcock & Brown, providing a key competitive advantage in many of the firm’s other activities. The Structured Finance group is well established and operates on a global basis with key centres in Australia, the United States and Europe. 4.2.5 Infrastructure and Project Finance Babcock & Brown has a highly regarded infrastructure and project finance business operating across a diversified range of sectors, including renewable energy, power, transportation, public private partnerships (PPPs) and energy distribution and transmission. Over the past 20 years since Babcock & Brown commenced operations in the infrastructure sector, it has developed a substantial portfolio of infrastructure and project finance assets for itself and its managed funds. As at 30 June 2005 funds and assets under management were more than $6.1 billion. The Infrastructure & Project Finance group utilises Babcock & Brown’s structured finance expertise in its principal investmentrelated activities. In its role as originator and investor in development projects, the group focuses on generating attractive development returns and developing long term investment management roles in relation to assets or vehicles acquired or originated. This increasingly provides Babcock & Brown with new transactions and/or clients. The Infrastructure & Project Finance group has a mix of financial advisory, principal finance and funds management activities. The scope of its roles within these activities include: • Advisory — merger and acquisition advisory, project finance advisory, corporate advisory and debt/equity arrangement; • Investment Management — private investment syndication and management of listed funds; and • Principal Investment — project development, greenfield development, equity investment and senior and mezzanine debt provision. This business is well established in the United States, Australia and Europe and has recently expanded into Asia. 4.3 Specialised funds and asset management platform The specialised funds and asset management platform has expanded rapidly since Babcock & Brown listed in October 2004. Aided by new capital sources, Babcock & Brown has created a number of specialist investment vehicles. Babcock & Brown generates various income streams on its managed funds including management, performance and in some cases transaction related fees. 4.3.1 Babcock & Brown Capital Babcock & Brown Capital is listed on ASX and aims to make significant/controlling investments in a concentrated portfolio with a flexible investment horizon. It has the ability to identify and execute investment opportunities worldwide utilising the Babcock & Brown network. Funds under management at 30 June 2005 were $501 million. There is a further call of $500 million due on 4 February 2006, although this call can be deferred for up to six months at the discretion of the board of Babcock & Brown Capital. On 10 October 2005, Babcock & Brown Capital and its associates acquired a strategic shareholding in Irish telecommunications operator Eircom Group plc (Eircom), representing approximately 12.5% of the issued ordinary share capital of Eircom. 4.3.2 Babcock & Brown Infrastructure Group Babcock & Brown Infrastructure Group (BBI) is a leading ASX-listed infrastructure fund with a diversified international portfolio of quality infrastructure assets including energy 36 BABCOCK & BROWN SUBORDINATED NOTES
distribution, bulk terminal and power generation. At 30 June 2005, BBI had assets under management of $4.5 billion including Powerco, a leading gas and electricity transmission company in New Zealand, Dalrymple Bay Coal Terminal in Australia and International Energy Group in the UK, which holds gas transportation assets. 4.3.3 Babcock & Brown Environmental Investments Limited Babcock & Brown Environmental Investments Limited (BEI) invests in high quality environmentally friendly businesses and seeks to secure first-mover advantage in renewable energy markets initially in Australia and potentially overseas. At present BEI owns a 50% interest in Natural Fuels Australia Pty Limited, a waste-to-energy and fertiliser facility servicing the Sydney basin and a refining operation based in Wagga Wagga, NSW. BEI has commenced building a biodiesel plant in Darwin. Following a restructure of the Group, which was approved by shareholders on 24 June 2005, and completed on 5 July 2005, assets under management increased to approximately $100 million. BEI is listed on ASX. 4.3.4 Babcock & Brown Japan Property Trust Babcock & Brown Japan Trust (BJT) has been established to invest in the real estate market in Japan. It presently has a portfolio of eight office properties and four retail properties with a value of approximately ¥47.3 billion ($563 million) as at 30 June 2005. BJT is listed on ASX. 4.3.5 Babcock & Brown Wind Partners Babcock & Brown Wind Partners (formerly Global Wind Partners) listed on ASX on 28 October 2005 with a market capitalisation at the listing price of $692 million. Babcock & Brown Wind Partners is a specialist wind energy fund focused on the growing global wind energy generation industry. Currently Babcock & Brown Wind Partners has an economic interest in 15 wind farms across Australia, USA and Spain with a total installed capacity of 671.6 MW. 4.3.6 BGP Investment Sarl In February 2005, Babcock & Brown and GPT announced a $1 billion strategic joint venture (GPT JV). The joint venture was formed to pursue real estate investment, trading and development opportunities worldwide and will seek to establish a listed and wholesale real estate funds management business in Australia. The joint venture property vehicle, BGP Investment Sarl, holds interests in assets at a total aggregate market value estimated at 30 June 2005 to be $1.1 billion which includes low rise medium density residential apartment portfolios located across western Germany and a shopping centre in Prague, Czech Republic. On 24 October 2005 the GPT JV announced additional acquisitions with a net value of $1.2 billion (valued at the acquisition cost). These acquisitions included European and US assets and increased the total assets currently owned by the GPT JV to $2.3 billion. The joint venture vehicle will have initial borrowings of 65% of total assets and it is intended that ultimate borrowings will not exceed 75% of total assets. 4.3.7 UK retail property syndicates The Group manages two closed retail property syndicates in the UK. Foundation Property Fund raised £8.7 million (approximately $20.6 million) from retail investors and closed in May 2004. The fund’s strategy is to invest in UK real estate assets in the office, retail and industrial sectors. The fund can borrow up to 80% of the portfolio’s gross asset value. The fund’s 10% return profile seeks to provide a balance between income and capital. Viking Fund raised £5.2 million (approximately $12.3 million) from retail investors and closed in July 2005. The fund can borrow up to 90% of the portfolio’s gross asset value. The fund is able to invest into any property sector and can also invest in corporate entities, debt instruments secured against property or any other real estate-related investment. It can invest in both the UK and the EU countries of Europe. The fund’s 15% return profile focuses primarily on providing capital return to investors. 4.3.8 Babcock & Brown Direct Investment Fund Babcock & Brown Direct Investment Fund (BBDIF) has been structured to deliver superannuation funds and other institutional investors the ability to invest in a portfolio of direct debt and equity investment opportunities sourced out of Babcock & Brown’s global principal investment activities, with primary emphasis on Australian and New Zealand based investments. BBDIF can also source opportunities from third parties. Funds under management at 30 June 2005 were $66.4 million. 4.3.9 Public Private Partnerships Babcock & Brown acts as a developer of and investor in projects originated under the UK government’s private finance initiative (PFI) and other similar PPP regimes. BABCOCK & BROWN SUBORDINATED NOTES 37
Page 1 and 2: BABCOCK & BROWN Sydney Melbourne Br
Page 3 and 4: Prospectus & supplementary prospect
Page 5 and 6: SUPPLEMENTARY PROSPECTUS Issuer Bab
Page 7 and 8: Key DAtes Key dates for the Offer D
Page 9 and 10: Guarantee: BBSN have the benefit of
Page 11 and 12: HoW to APPLy for BBsN Read Consider
Page 13 and 14: 1. Key terms of BBSN BABCOCK & BROW
Page 15 and 16: Interest Payments (continued) Defer
Page 17 and 18: Babcock & Brown’s transaction rig
Page 19 and 20: 2. answers to key questions BABCOCK
Page 21 and 22: Topic Summary More information BBSN
Page 23 and 24: Topic Summary More information Inte
Page 25 and 26: Topic Summary More information Exch
Page 27 and 28: Topic Summary More information Repa
Page 29 and 30: Topic Summary More information Guar
Page 31 and 32: 3. Details of the Offer BABCOCK & B
Page 33 and 34: 3.2.1 Source of Interest Payments B
Page 35 and 36: 3.8 How do you complete Application
Page 37 and 38: 4. information about babcock & brow
Page 39: 4.2.1 Real Estate The Real Estate g
Page 43 and 44: an economist with the Australian Tr
Page 45 and 46: 5. summary financial information BA
Page 47 and 48: can be obtained free of charge by a
Page 49 and 50: Consolidated balance sheet (continu
Page 51 and 52: • performance fees earned from BJ
Page 53 and 54: 6. risk factors BABCOCK & BROWN SUB
Page 55 and 56: HISTORICAL BANK BILL SWAP RATE 8.0%
Page 57 and 58: Group. The interests of these Emplo
Page 59 and 60: terrorist attack, major plant break
Page 61 and 62: 6.3 General economic factors that m
Page 63 and 64: 7. Tax Letter BABCOCK & BROWN SUBOR
Page 65 and 66: 9 November 2005 The Directors Babco
Page 67 and 68: To the extent that a capital loss w
Page 69 and 70: 8. Additional information BABCOCK &
Page 71 and 72: • Subordination. A claim by the T
Page 73 and 74: may be invested or otherwise made u
Page 75 and 76: 8.6.1 Classes of shares The A Class
Page 77 and 78: Agreement. Under the agreement, the
Page 79 and 80: This right is independent of Babcoc
Page 81 and 82: 8.10 Summary of the Arrangement Dee
Page 83 and 84: Greenwoods & Freehills has acted as
Page 85 and 86: 8.20 Foreign acquisitions and takeo
Page 87 and 88: APPENDIX A - Glossary BABCOCK & BRO
Page 89 and 90: BBEM BBGP BBI Babcock & Brown Elect
Page 91 and 92:
Guarantee Guarantor the unsecured a
Page 93 and 94:
Security Trust Deed means the deed
Page 95 and 96:
APPENDIX B - Terms of Issue BABCOCK
Page 97 and 98:
(c) For the purposes of clause 2.1(
Page 99 and 100:
2.11 Method of payment Any amount w
Page 101 and 102:
4.4 Exit Notices (a) Once given by
Page 103 and 104:
(2) (in the case of an entitlement
Page 105 and 106:
(b) it shall have been indemnified
Page 107 and 108:
13 Amendments to these Terms of Iss
Page 109 and 110:
Change in Control Event means each
Page 111 and 112:
Issuer’s Group means the Issuer a
Page 113 and 114:
APPENDIX C - arranger’s financial
Page 115 and 116:
From time to time BBAH may act unde
Page 117 and 118:
Pin cheque(s) here (do not staple)
Page 119 and 120:
Pin cheque(s) here (do not staple)
Page 121 and 122:
CORPORATE DIRECTORY Issuer Babcock
show all

BABCOCK & BROWN

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?