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Accountant:

Avisors:

• USD$340 million (A$514 million) – one of the highest profile transactions in Australia in 2019, debt facility an essential part of the funding needed by the company for the acquisition.
• Challenges associated with competitive bid process.  Achieved a fully credit approved facility from first contact from the client for the transaction on 15 October 2019 to signed bank mandate and commitment documents and bid submission on 14 November 2019, the share sale agreement (with the only condition precedent being a Ministerial consent) signed on 16 November and achieving closing of the acquisition with full form documentation signed on 26 November 2019 and completion on 29 November 2019.
• Competitive bid process required the bid to be fully funded and all significant conditions precedent with the banks had to be completed by bid submission (including all due diligence) so that the bid was made with the financing being almost entirely unconditional (with only administrative CPs remaining and a ‘certain funds’ approach to general CPs). Competitive process with the 3 lenders, negotiating with them separately and obtaining separate credit approvals before bringing the 3 banks together shortly before signing the mandate documentation for the bid. This added to the complexity of achieving the tight timeline. With the purchase price in USD and the facilities drawn in AUD, FX transactions with the 3 lenders were also required to be agreed and managed (and with timing and process also needing to navigate around the Thanksgiving bank holiday in the US the day before closing).

Firms:

• Value USD1.3bn/ 2.1 Billion AUD
• The deal was unusually complex as it involved the simultaneous completion of several notable transactions: the acquisition of a 60% interest in a mine, the sale of a 40% interest in part of a plant, the intragroup sale of a 60% interest in part of the plant, formation of the joint venture, and the negotiation of seven agreements, many of which are life-of-mine arrangements
• Highly innovative structure and financing; involved a USD600m third-party loan as part of the implementation of a USD1.2bn debt and equity financing; involved parties from different international jurisdictions; many contracts prepared and negotiated in conjunction with the deal: three sale agreements, a joint venture agreement and a shareholders deed, and marketing and services arrangements to support the joint venture

Firms:

• AUD2.7bn capital raising –  the largest Australian equity deal of 2019
• Comprised a fully underwritten AUD2bn institutional placement to investors in Australia and certain overseas jurisdictions and a non-underwritten share purchase plan to eligible shareholders in Australia and New Zealand. Raised AUD770m
• While offer was structured as a placement rather than an entitlement offer, the allocation policy under the placement was pegged to “pro rata” considerations. This was intended to allow eligible institutional shareholders that bid for an amount less or equal to their pro rata share of new shares under the placement to be allocated their full bid, while eligible institutional shareholders that bid for more than their pro rata share of new shares were to be allocated at least their pro rata share of new shares, with any excess subject to scaleback

Firms:

• Deal Value: AUD$913 Million
• Secured Facilities were raised together in April 2015 in connection with provision of funds for the operation of two coal mines in NSW. The borrower group has struggled to finance operations and the Secured Facilities are currently in default.
• Firms advised the lender group on the restructuring of the Scheme Companies’ indebtedness under the Secured Facilities by way of concurrent creditors’ schemes of arrangement in NSW Supreme Court. A global team of lawyers prepared documents effecting the restructure, being principally, the scheme booklet and explanatory statement, amended and restated facility agreements, common terms agreement, intercreditor agreement and suite of security documents.

Firms:

Banks:

• Deal valued at AUD28.7bn
• Landmark transaction involving undertaking an Australian top-hat scheme of arrangement to create a new holding company in Jersey, which then established a primary listing on NYSE and a secondary listing on ASX by way of CDIs; acquisition of a US-based company in an all-scrip merger under Missouri law
• Complexities – As a Jersey company it was not going to be subject to any formal takeovers regulation. To address this, firm put in place constitutional documents that allowed for a US-style shareholder-rights plan, or “poison pill”, to be adopted by the board as takeover defence mechanism. Competition and antitrust issues had to be navigated in USA, Brazil and the EU, and several divestments were made during the course of the transaction. Delays in receiving antitrust approvals led firm to use novel approach to the Australian court process to ensure that antitrust clearances did not hold up court’s substantive approval of the scheme. With offices around the globe and time difference challenges, it took over 12 months of work to effect the transaction

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Accountants:

Advisor:

Banks:

• AUD4.4bn deal was one of Australia’s most complex public M&A transactions
• Involved a scheme of arrangement and simultaneous takeover offer, and was funded by a mixture of equity , third-party debt financing, and proceeds from the AUD2.5bn sale and leaseback of properties
• Required large, multi-disciplinary teams; a unique structure – scheme of arrangement coupled with a takeover bid with a 50.1% minimum acceptance condition (first time in Australian corporate history that such a structure had been used for this purpose). Deal structure enabled firm to overcome anti-competitive shareholding arrangements. A single integrated transaction booklet was created to explain the complex transaction logically so it could be easily understood by shareholders – an innovative novel approach endorsed by Justice Beach in his judgment. Sought relief from ASIC to allow the booklet to be sent electronically, the first time that this relief had been granted, requiring a number of submissions to ASIC. Relief significantly reduced print and distribution time and costs. Scheme was approved by over 99% of the votes cast and 96% of shareholders voting

Firms:

Accountant:

• Project valued at AUD3.7bn
• Australia’s largest augmentation of a PPP; Australia’s largest public transport project (project Stage 1 and 2 had combined value of AUD20bn); Plenary’s largest ever refinancing; involved more than 35 different institutions for the senior debt; simultaneous sale and purchase of 45% of the equity
• Additional complexities included: securing refinancing and extension of original PPP contract; financed via raising of debt and equity; achieved financial close while refinancing the existing PPP at the same time. The procurement process for one PPP as an augmentation to the other PPP contract was the first of its kind in the world. Deal required managing interface risks across major contract packages, impacts of project scope changes and market conditions (rising costs), negotiating risk allocations and minimising impact on the existing PPP, which was in delivery at the commencement of the procurement process. Included the refinancing and raising of new debt and equity to finance the PPP. Augmentation was undertaken as a staged process over a number of years using the existing provisions

Firms:

Accountants:

Advisor:

Banks:

• AUD4.4bn deal was one of Australia’s most complex public M&A transactions
• Involved a scheme of arrangement and simultaneous takeover offer, and was funded by a mixture of equity , third-party debt financing, and proceeds from the AUD2.5bn sale and leaseback of properties
• Required large, multi-disciplinary teams; a unique structure – scheme of arrangement coupled with a takeover bid with a 50.1% minimum acceptance condition (first time in Australian corporate history that such a structure had been used for this purpose). Deal structure enabled firm to overcome anti-competitive shareholding arrangements. A single integrated transaction booklet was created to explain the complex transaction logically so it could be easily understood by shareholders – an innovative novel approach endorsed by Justice Beach in his judgment. Sought relief from ASIC to allow the booklet to be sent electronically, the first time that this relief had been granted, requiring a number of submissions to ASIC. Relief significantly reduced print and distribution time and costs. Scheme was approved by over 99% of the votes cast and 96% of shareholders voting