Herbert Smith Freehills advises ad hoc noteholder group on the financial restructuring of InfraBuild’s 14.5000% Senior Secured Notes

Herbert Smith Freehills has acted as Australian counsel to the ad hoc group of noteholders on the restructuring of InfraBuild Australia Pty Ltd’s (the Issuer’s) US$550m, 14.5000% Senior Secured Notes, and the issuance of an additional US$150m, 14.5000% Senior Secured Notes (collectively, the Notes).

The Issuer, together with its parent Liberty InfraBuild Ltd (InfraBuild) and applicable subsidiaries, comprise an Australian-based steel group with significant international presence (InfraBuild Group), and form part of Sanjeev Gupta’s GFG Alliance. As Australia’s only fully integrated electric arc furnace steels producer, InfraBuild Group provides steel that is essential for residential, commercial and major infrastructure developments nationwide.

The restructuring transaction, which was approved by the majority of noteholders and completed on 15 April 2025, resulted in the issuance of an additional US$150m of new Notes by the Issuer. This will facilitate the refinancing of its existing asset-backed term loan facilities and an associated release of funds from escrow, resulting in an improvement to InfraBuild’s free cash position. The transaction also involved the appointment of independent director David Barse to the board of InfraBuild and various amendments to the terms applicable to the Notes.

The US$700m Notes are guaranteed by InfraBuild and other members of the InfraBuild Group, and secured by substantially all of the assets of the InfraBuild Group. Following completion of the refinancing, such security is secured on a first priority basis over substantially all of those assets.

The restructuring provides greater flexibility and liquidity for InfraBuild, and is intended to enable InfraBuild to navigate the current market downturn while investing in growth and innovation, positioning the company as one of Australia’s leading sustainable steel providers and a key partner for the nation’s building, construction, and engineering sectors.

Lead partner Paul Apáthy said, “We have seen a significant increase in Australian restructurings involving loans and bonds governed by New York law and US investors in recent years. This is giving rise to new issues and complexities for Australian corporates and their advisors, who need to be able to navigate both US and Australian frameworks to deliver effective solutions.

“We were pleased to assist the ad hoc noteholder group on the structuring and implementation of this transaction on an accelerated timeline, which provides a sustainable pathway and commercial outcome for both noteholders and InfraBuild.”

The issuance and restructuring of loans and bonds governed by New York law, or involving US investors, are becoming increasingly common in Australia. Although the restructuring of US loans and bonds, including the application of US Chapter 11 processes to restructure Australian companies, is a relatively recent development in the Australian market, Herbert Smith Freehills has significant experience in managing US-Australian cross-border restructuring and distressed situations.

Our recent work in this space includes advising:

• Australian-based satellite internet provider Speedcast on its restructuring under Chapter 11 of the US Bankruptcy Code, the first major Australian operating group to restructure by way of Chapter 11; and
• Australian-based cancer care provider GenesisCare on its restructuring under Chapter 11 of the US Bankruptcy Code, the largest Chapter 11 restructuring of an Australian group.

The Herbert Smith Freehills team was led by Sydney-based partner and global co-head of Restructuring, Turnaround and Insolvency, Paul Apáthy. Support was provided by partners Ryan Leslie (Tax), Luke Hastings (Regulatory), Andrew Eastwood (Regulatory), and Patrick Lowden (Debt capital markets), special counsel Guy Narburgh (Insurance), special advisor Quentin Digby (Corporate), senior associates Lauren Jeffries, Leah Allen, Jayne Walker, Joseph Dean and Stephanie Blancquart and solicitors Lily Davies, Fergus Little, Jack Zhou, Sara Komatsu, Kate Dobson, Charlotte Haling and graduate David Lin.

The team was also supported by members of the Hong Kong office, senior registered foreign lawyer (New York, USA) Ellen Mao, senior associate Sarah Shen, associate Nicholas Loo and trainee solicitor Angel Lau.