Allens and alliance partner Linklaters have advised the sole lead manager on the issuance by NEXTDC Limited of A$1.1bn 1.75 per cent subordinated convertible notes due 2031, convertible into fully paid ordinary shares in NEXTDC Limited and listed on the Vienna MTF.
Linklaters acted as the international legal adviser and Allens acted as the Australian legal adviser.
NEXTDC is an ASX100-listed digital infrastructure company enabling business transformation. The transaction marks NEXTDC’s first convertible notes issuance and combines an international offering with a capped call derivative structure.
The capped call transactions are designed to raise the effective conversion price of the notes through private derivative transactions. While this is a structure commonly seen in the US domestic equity-linked market, it is increasingly being considered by high-growth Asia equity-linked issuers.
The Linklaters capital markets team was led by partner Jonathan Horan, with counsel Grace Wee, managing associate Daryl Bryan Chee and associate Edward Lee. The structured finance and derivatives team comprised partners Victor Wan and Stephen Song, counsel Chris Wang and associate Samuel Tsan. The teams also worked closely with Linklaters’ trustee practice in Hong Kong SAR.
Jonathan Horan, capital markets partner and Singapore National Managing Partner said: ‘This landmark transaction brings together an international convertible offering and an innovative capped call structure to support NEXTDC’s significant investment programme. It reflects the increasingly sophisticated financing solutions being used by data centre operators as they respond to rapidly growing demand for AI and cloud infrastructure. We are delighted to have worked alongside our clients, NEXTDC and our colleagues at Allens on this important transaction.’
Allens advised on the Australian aspects of the transaction for the sole lead manager. The Allens team comprised Julian Donnan, James Darcy, Rod Aldus, Michael Burrell, George Bishop and Tess Bryson.
Allens partner Julian Donnan said: ‘We were delighted to assist the underwriter on this convertible bond offer, which follows on from earlier roles acting for the lead managers on NEXTDC’s A$1 billion equity raising in April of this year, as well as for La Caisse on its $1.7 billion commitment in hybrid securities to the issuer around the same time.’
Allens’ integrated alliance with Linklaters’ combines world-class legal talent, deep regional expertise and a proven track record of collaboration. Together, the team provides seamless coverage across Asia-Pacific and Australia, helping clients navigate complex capital markets opportunities.
