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Mark has over 25 years experience in corporate M&A and financial services sector transactions and had a central role in each of the NSW port refinancing transactions in relation to transaction documentation and regulatory/legislative aspects, working closely with NSW Treasury and the Crown Solicitor's Office.
He has a strong practice advising on Corporations Act and Listing Rule compliance, mergers and acquisitions, demutualisations, restructuring, joint ventures, equity investments in PPPs and corporate governance issues including directors' and officers' duties (including under SOC legislation).
Mark advises government agencies and government owned corporations on restructuring, statutory interpretation, legislative drafting and regulatory and governance issues.
Minter Ellison and Allen & Overy acted as joint legal advisers to the Lloyds Banking Group on the sale of its Australian asset finance business, Capital Finance Australia Ltd (CFAL), and its corporate loan portfolio, BOS International Australia Ltd (BOSI) to Westpac Banking Corporation for approximately A$1.55 billion in total. The sale comprises a motor vehicle finance book of A$3.9 billion, equipment finance book of A$2.9 billion and a corporate loan portfolio of A$1.6 billion. As part of the above, we advised in relation to all matters arising from the sale of the seven Bella securitisation transactions. We also advised on the novation and valuation mechanisms in relation to a large number of derivatives exposures. It is very unusual in the Australian market for a bank to completely sell down its participation in its sponsored securitisation programme, and its full derivatives book. We also provided Australian competition law advice. The transaction was time critical and the merger parties worked extensively with the ACCC to address concerns raised in its initial market enquiries and obtained clearance for the transaction within 39 review days, without the ACCC releasing a Statement of Issues.
Acted for Insurance Australia Group Limited (IAG) on the proposed $1.85 billion acquisition of the Australian and New Zealand insurance underwriting businesses of Wesfarmers Limited, the number 1 and number 5 general insurers in Australia respectively. ACCC approval has been granted after close analysis but without the ACCC releasing a Statement of Issues. Acquiring an insurance group of companies out of a major retail group not only raises issues of inherited compliance risk, but also the potential risk of joint and several liability for consolidated tax group obligations of the wider group. This necessitated due diligence of past returns, existing income tax and GST sharing agreements and processes for clear exit, in addition to a detailed review of the tax compliance and risk management history of the target entities, as well as negotiating comprehensive tax warranties and indemnity as part of the share sale documentation.
Advising the New South Wales Government (NSW Treasury) on the refinancing of Port Botany and Port Kembla in NSW. The project is unique, involving the contemporaneous refinancing and long term lease of two major Australian ports. Our role includes extensive legal analysis of the existing assets and businesses and the regulatory landscape; recommending a transaction structure; drafting special transaction legislation; asset restructuring; preparing extensive interrelated transaction documents; tender process and negotiations; and implementation under legal project management. The project is complex and very significant for NSW.