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Herbert Smith Freehills is delighted to have advised WorleyParsons Limited (WorleyParsons) on its A$2.9 billion underwritten pro rata accelerated non-renounceable entitlement offer of shares (Offer), announced to the ASX on 22 October 2018. This is Australia’s largest entitlement offer so far this year. 

The Offer consists of an accelerated institutional rights issue and a retail rights issue, under which eligible shareholders are invited to subscribe for 1 new share for every 1.47 existing shares at an issue price of A$15.56 per new share.

The proceeds from the Offer will be used by WorleyParsons to part fund its acquisition of the Energy, Chemicals and Resources (ECR) division of Jacobs Engineering Group Inc. (Jacobs), a leading global technical services provider across hydrocarbons, chemicals and mining and minerals. The balance of the acquisition funding will be provided by the issuance of A$985 million in WorleyParsons stock to Jacobs and additional debt of A$895 million.

The Herbert Smith Freehills Australian Capital Markets team was led by partner Philippa Stone, assisted by partner Philip Hart, senior associate Garth Riddell, solicitors Christian Bourke, Elizabeth Cameron, Lucinda Bradshaw and Daniel Stathis and graduate Shananne Joyce.

Herbert Smith Freehills also advised WorleyParsons on the extension of the Offer to certain shareholders in the United States. The Herbert Smith Freehills US Capital Markets team was led by partner Siddhartha Sivaramakrishnan, assisted by senior associate Jin Kong.

Philippa Stone said: “Herbert Smith Freehills is delighted to have advised our longstanding client WorleyParsons on this important transaction, having previously advised the company on its initial public offering in 2002 and subsequent capital raisings in 2004, 2007 and 2017.

“The acquisition of Jacobs ECR marks a further significant step in WorleyParsons’ growth, delivering on its strategic priorities. We look forward to continuing to work with WorleyParsons and its dedicated management team in the future.”

The Offer is underwritten by UBS AG, Australia Branch and Macquarie Capital (Australia) Limited.

Herbert Smith Freehills’ market-leading Australian Capital Markets team has now advised on the two largest  entitlement offers in Australia this year. The second largest was Woodside Petroleum Ltd’s A$2.5 billion fully underwritten 1 for 9 renounceable pro-rata entitlement offer (with retail rights trading) announced in February 2018.