Jesse Fairley

Jesse has extensive experience advising on a range of complex and innovative financing transactions, with a focus on acquisition and leveraged finance, real estate finance, syndicated and club lending, structured finance and debt capital markets.

With his wide-ranging expertise and depth of market understanding, Jesse is sought out by clients for his technical excellence and tailored, commercial advice.

Jesse's experience includes advising:

Acquisition/leveraged, corporate and infrastructure

• The banking syndicate on the acquisition financing to the InfraRed Capital Partners/Northleaf Capital led consortium on the $1.7 billion acquisition of Vodafone NZ's passive mobile tower infrastructure assets.

• The arranging bank on the financing to FountainVest Partners to acquire Ziwi Pet Food.

• Inspired Education on the NZ aspects of its TLB financing to acquire ACG Schools from Pacific Equity Partners.

• Jaycar Electronics Group on its financing to acquire Burnsco.

• Emergent Cold on its financing to acquire Polarcold from Scales Corporation.

• A joint venture between Genesis Energy and FRV Australia on the development and project financing of the 63 MW Lauriston Solar Farm.

• Genesis Energy on the establishment of its sustainable finance framework and sustainability linked loans with Westpac, BNZ and MUFG which are aligned with the Climate Transition Finance Handbook.

• Kiwi Property on its $1 billion secured banking facilities.

• The arrangers on the £3 billion refinancing of the AA Group, a capital structure consisting of senior secured facilities, investment grade bonds and structurally subordinated high-yield bonds.

Real estate/property

• BlackRock Alternatives (Real Estate) on the establishment of its New Zealand industrial real-estate fund and subsequent investment and development asset financings.

• The banking syndicate on the establishment and financing of a commercial real-estate limited partnership between Precinct Properties NZ and Singapore sovereign wealth fund GIC, including the initial CRE portfolio acquisition and subsequent investment and development asset financings.

• ROC Partners on its 25% investment in NZX-listed New Zealand Rural Land Co's forestry and rural land portfolio, including the establishment and financing of the resulting limited partnership between ROC Partners and New Zealand Rural Land Co.

• The banking syndicate on the development financing of an international franchise hotel in Queenstown.

• A credit fund on a residual stock refinancing in relation to a large format residential housing development.

• Terra Firma on the £3.5 billion bank and bond refinancing of its Annington Homes portfolio, one of the largest private rental sector housing platforms in the UK.

Structured/securitisation and DCM

• The mezzanine financier on the securitisation financing to Pepper Money to finance its acquisition of HSBC NZ's $1 billion residential home loan book.

• ANZ Bank on its sale of UDC Finance to Shinsei Bank and the related structuring, syndication and implementation of UDC's $2 billion stapled financing offer, which funded into completion of the share sale.

• Genesis Energy on the issuance of its $285 million 30-year unsecured, subordinated, NZX-listed green capital bonds.

• Kiwi Property on the establishment of its sustainable finance framework and green bond programme.

• A buy now, pay later lender on the establishment of its NZ warehouse securitisation.

• Deutsche Bank on the wholesale restructuring of its €15 billion asset-backed commercial paper conduit programme.

• ZIM Shipping on the establishment of its multi-jurisdictional freight trade receivables financing programme.

• Virgin Money on a number of multi-currency Rule 144A/Reg S RMBS transactions, including the first transaction to comply with both the EU and US risk retention rules.

• The security trustee on the wholesale capital restructuring of the Punch Taverns group, which included 16 classes of creditors across two WBS funding arrangements and a debt-for-equity swap.

• An ad hoc group of credit funds in relation to the restructuring scenarios of a distressed CMBS.

Strategic transactions and advice

• Genesis Energy on the structuring and implementation of a bespoke electricity swaption derivative.

• Kiwi Property on its liability management exercise to amend its gearing ratio in relation to its listed bonds programme, including preparing the consent solicitation documents and advising on securities laws and stock exchange rules.

• The New Zealand Bankers' Association and the participating banks on the $2 billion 2023 Loan Guarantee Scheme provided by Treasury to support NZ businesses impacted by the 2023 North Island Weather Events (including Cyclone Gabrielle).

• The New Zealand Bankers' Association and the participating banks on the $6.25 billion 2021 Business Finance Guarantee Scheme provided by Treasury to support NZ businesses impacted by COVID-19.

• The statutory supervisor on the distressed trading position of a non-bank deposit taker.

• Telecom New Zealand, now Spark New Zealand, on its demerger into two independent publicly listed companies (Spark and Chorus) in connection with the NZ Government's ultra-fast broadband initiative, including:

  • advising on the liability management aspects of the demerger (noteholder consent solicitation process and the buyback offer); and

  • structuring the equity warrants issued by Chorus to Crown Fibre Holdings.

LLB (Hons), University of Waikato

Jesse began his career at Russell McVeagh in 2008. He returned to the firm in early 2018 after spending five years in London at Freshfields Bruckhaus Deringer.

Jesse is recognised by IFLR1000 as a Rising Star Partner in Banking and Finance, and in the Best Lawyers 2024 New Zealand Guide for Banking and Finance.  Jesse is also recognised by Legal 500, with client feedback noting he is "enthusiastic, thorough and an exceedingly able lawyer. Jesse is measured and calm, and has all the attributes necessary of an excellent banking and finance lawyer." 

Jesse is an international editor (New Zealand) of the Journal of Banking and Finance Law and Practice.

He is also the Chair of Russell McVeagh's Pro Bono Committee.