Our banking and finance team has experience acting for a broad range of senior and mezzanine financiers and sponsors in the financing of a range of merger and acquisition transactions from management or leveraged buy-outs and trade sales to public takeovers and schemes of arrangement. We work closely with other relevant specialists across the firm in associated areas such as corporate, competition law and tax.
Our team appreciates that different types of transactions will require different funding structures and have different commercial drivers and issues. We are cognisant of factors that can impact on the parties successfully completing a transaction, such as speed of execution, confidentiality, ability to carry out due diligence and reliance on reports, take-out/refinancing options, certainty of funds and credit requirements of financiers. These are overlaid by the strategies and optimal tax or accounting outcomes desired by the parties.
We anticipate the key legal issues and identify how these can be addressed most efficiently. These issues range from legal due diligence on security issues where the target provides financial assistance in a share acquisition, to stamp duty and other tax considerations and intercreditor arrangements.
Our approach is to cut through the legal complexities to assist our clients consummate the deal as efficiently as possible, whilst at the same time protecting their legal interests.
Some of the more significant matters the team have completed include:
- acting for the club financiers of one of Australia’s largest operators in the public transport industry, which featured a multi-layered security sharing structure with the borrower’s asset financiers;
- acting for the lead arrangers/underwriters in the club (and then restructured as syndicated) financing for Wesfarmers’ bid for Coles by way of scheme of arrangement;
- acting for the joint lead arrangers of the facilities to finance a restructure of the Alinta group and the acquisition of the utility distribution assets of UED, Multinet and Alinta Networks (Euromoney deal of the year);
- acting for the financiers in relation to various acquisition facilities for Visy's US, Australian and New Zealand operations;
- acting for the Carlyle Group in connection with its $2.3 billion facility to fund its leveraged buyout of the Coates Group; and
- acting for the provider of mezzanine and senior finance for a private equity-led management buy-in of the international air-conditioning business of Futuris.