Corporate

Advised Kajima Australia on its majority acquisition of construction group, Cockram Construction in Australia, New Zealand, the United States, Hong Kong, Peoples Republic of China, India and other countries in Asia.

Acted for IKEA Pty Ltd in its acquisition of Cebas Pty Ltd, the owner and operator of the IKEA franchises in Western Australia and South Australia.

Advised private equity fund Allegro Funds on its sale of Great Southern Railway Holdings Pty Ltd (GSR) to Quadrant Private Equity. Great Southern Railway operates various luxury railway packages throughout Australia.

Advised AMP on the scheme under Part 9 of the Life Insurance Act 1995 (Cth) to transfer the Australian and New Zealand life insurance business of The National Mutual Life Association of Australasia Limited to AMP Life Limited.

Acted for Hong Kong listed investment giant Fullshare Holdings Limited in relation to its A$77m acquisition of 90% stake in Sparrow Early Learning, a leading Australian childcare provider which owns and operates a portfolio of childcare centres in Queensland and Victoria. Our role included conducting due diligence on the target, advising on regulatory issues and negotiating and preparing acquisition documents, including a new shareholders agreement.

Advised C.H. Robinson on the acquisition by C.H. Robinson (Australia) Pty Ltd of A.J. Considine Proprietary Limited and its subsidiaries. A.J. Considine Pty Limited owns, through its subsidiaries, the APC Logistics international freight forwarding and customs broking business in Australia and New Zealand. C.H. Robinson is a US publicly listed company with its common stock being listed on USA's NASDAQ Global Select Market.

Advised Simplify Medical Pty Limited, the Australian holding company of Simplify Medical, Inc on its fifth capital raising. Simplify Medical is a San Francisco Bay Area-based medical device company focused on the design, development and clinical testing of the most advanced cervical artificial disc for use in the spine.

Advised CIMIC on it $230 million off market takeover bid for ASX Listed Sedgman Limited.

Advised HUB24 Limited on its proposed acquisition of leading fintech Agility Applications Pty Ltd. Our role involved advising HUB24 in all major aspects of the transaction, including structuring, legal due diligence and transaction documentation.

We acted for NIBE Industrier AB, a Swedish listed entity, on the acquisition of a 65% stake in FPI Fireplace Products International Ltd, a company incorporated in Canada, including its Australian subsidiary Fireplace Products Australia Pty Ltd (FPA). The remaining 35% of the shares are subject to a call option and can be exercised until 2022. FPI's operation include the development, production and marketing of hearth products. FPA is responsible for the sales and distribution aspects of the business in Australia and New Zealand.

Acted for ASX-listed Contango Microcap Limited on the sale of its investment management arm to an MBO consortium.

Advised Iron Mountain Incorporated on the sale of certain assets of its Australian records management business to a consortium of buyers led by US private equity firm Housatonic Partners for AU$70 million.

Acting for the independent board committee of Yancoal Australia Limited on Yancoal's internal restructure which included the issuance of US $950 million of secured debt bonds to a consortium of financiers comprising Industrial Bank Co. Ltd, BOCI Financial Products Limited (a wholly-owned subsidiary of Bank of China Limited) and United NSW Energy Limited (a subsidiary of Bohai Harvest RST (Shanghai) Equity Investment Fund Management Co., Ltd), the transfer of mining assets and operations to new entity structured in a manner that deconsolidated the assets and the entry into management and other agreements to support the new entity.

Currently advising Japan's Hitachi Construction Machinery Company Limited on its recommended A$976.1 million takeover bid for Bradken. Bradken's complex capital and debt structure required that the offer terms be carefully constructed. Particular attention was focused on the treatment of redeemable convertible preference shares Bradken issued in July 2015, the complex share performance rights Bradken has on issue and Bradken's multiple layers of significant debt, the repayment of which is accelerated on a change in control. In addition, as Bradken has substantial business operations outside Australia, the legal due diligence was extensive and meant that the nature and scope of foreign regulatory conditions to the offer had to be carefully considered. Further, we devised creative strategies to deliver acceptance momentum in the face of what was initially a heavily conditional offer and, even once the offer conditions were satisfied or waived, there was still a material impasse with acceptance levels that had to be effectively managed to deliver control of Bradken to Hitachi.

Acted for Outsourcing Inc, a Japanese listed entity, on the acquisition of a majority stake (80%) in the Beddison Group, one of Australia's largest privately owned workforce and labour hire specialists in Australia.

Acted for the Crothers Brothers and the other vendors on the sale of 100% of Burra Foods, a dairy ingredients processor and exporter based in South Gippsland, for approximately $310,000,000 to a consortium of Chinese buyers led by Inner Mongolia Fuyuan Farming Co Ltd, including CIC Investment Fund and COFCO. In addition, advised the Crothers and other vendors on the reinvestment in the purchaser for an aggregate of approximately 20 per cent.

Advised Baring Private Equity Asia in relation to its A$1.2 billion buyout and take-private proposal of ASX listed SAI Global Limited.

Advised Legend Holdings Corporation on its acquisition of a 90% interest Kailis Bros Seafood.

Advised Mercer Investments on the acquisition of a 25% interest in 420 George Street, a 31-level office tower in the heart of the Sydney CBD.

Advised engineering and construction company SMEC Holdings Limited on its acquisition by Surbana Jurong Private Limited through a scheme of arrangement.

Advised CGU Insurance Australia Limited (a subsidiary of IAG) on the sale by Swann Insurance (Aust) Pty Limited of a number of channels of its intermediated insurance distribution business to Eric Insurance Limited.

Advised Elders Limited in relation to its $102.4 million underwritten placement and non-renounceable rights issue for the on-market acquisition of all non-controlled ELDPA Hybrids.

Advised Patties Foods Limited in response to the 'friendly' takeover offer received from Pacific Equity Partners, a leading private equity firm. The takeover was structured as a scheme of arrangement and valued Patties at A$307 million. Patties Foods Limited is an Australian food manufacturing company that owns a portfolio of iconic Australian brands. The Patties scheme was particularly complex due to Patties shareholders being offered an alternative to elect unlisted shares in the private equity bid vehicle instead of cash consideration for between 40%-100% of their Patties shares. The unlisted share alternative was subject to minimum and maximum caps and potential scale back. The unlisted scrip alternative also required Patties' scheme booklet to comply with prospectus disclosure requirements. Further complexity also arose from the cash consideration being reduced by the payment of a special dividend to eligible Patties shareholders.

Advised Plenary Group Holdings Pty Ltd [and Plenary Group Pty Ltd as trustee for the Plenary Group Unit Trust] in relation to the acquisition by an investment vehicle of Caisse de dépôt et placement de Québec of a 20% equity interest in the Plenary Group for a subscription price of $58.5 million, including advising on the implementation of an internal corporate restructure in preparation for the acquisition.

Advised on the sale of 100% of the shares in Australian Glass Group (Holdings) Pty Ltd to a New Zealand listed entity, Metro Performance Glass Limited, for A$43 million.

MinterEllison acted for Brookfield Office Properties in the sale of Macquarie Group's headquarters on Sydney's King Street Wharf precinct for $525 million to Charter Hall, in the largest single office property deal for Sydney since 2014.

Advised QANTM Intellectual Property Limited in relation to its initial public offering and listing on the Australian Securities Exchange, which included a restructure of the Davies Collison Cave and FPA Patent Attorneys partnerships in connection with listing.

MinterEllison advised ASX listed company, Virtus Health Limited, on its acquisition of Canberra Fertility Centre. Canberra Fertility Centre specialises in assisted reproductive technology procedures such as gamete intrafallopian transfer (GIFT) and In vitro fertilisation (IVF) in the Australian Capital Territory. Virtus Health Limited is Australia's largest assisted reproductive services provider. Virtus acquired 100% of Canberra Fertility Centre.

Advised ACCO Brands Corporation on its definitive agreement to acquire the remaining 50% of Pelikan Artline Pty Limited, its joint venture company serving the Australia and New Zealand markets. Pelikan Artline will be combined with ACCO Brands' existing businesses in Australia and New Zealand.

MinterEllison advised Fortius Funds Management Pty Ltd on the sale of a 75% interest in 420 George Street, a 31-level Grade A office tower which sits above MidCity Centre Retail Mall on Pitt Street, Sydney. The 75% interest was sold to Investa Property Group via its wholesale fund, ICPF. The transaction was effected by way of the sale of units in intermediary holding trusts.

MinterEllison advised venture capital fund, Sapien Ventures, on its first investment in Sydney based Fintech startup, HashChing. HashChing's platform is a marketplace for prospective home buyers to choose mortgage brokers. HashChing connects prospective borrowers directly to independent verified mortgage brokers who seek to further negotiate a better interest rate from lenders.

MinterEllison acted for Wolseley Private Equity on its exit from Cartridge World, a global leader in inkjet and laser cartridge refilling, by way of a trade sale. The transaction involved the share sale of three Cartridge World entities by the Australian holding Company, Cartridge World Australia Holdings Pty Ltd. The three entities were based in the United Kingdom, United States of America and Australia. The buyer was a Chinese corporation, Suzhou Goldengreen Technologies Ltd.

Advised management shareholders of Guardian Early Learning Group on the A$440 million sale by Navis Capital Partners of a controlling stake in Guardian Early Learning Group to Partners Group.

Advised Air Liquide S.A. on the expansion of its Australian healthcare division through a number of acquisitions in the sleep apnoea treatment market.

Advised Toll Holdings Limited on competition issues relating to the sale of its coastal and community shipping in the Northern Territory and Far North Queensland to Sea Swift, including in relation to ACCC clearance process and the subsequent application for merger authorisation from the Australian Competition Tribunal. This landmark matter raised some of the most novel and complex competition issues of an Australian merger in recent times and resulted in a successful commercial outcome for two premier freight operators.

Asciano is one of Australia's largest logistics firms, with a transaction value of A$9.05 billion, this transaction is one of Australia's largest ever takeovers. The joint transaction arose out of the highly unusual situation where two competing bidders 'joined forces'.

The deal involved numerous iterations of a large number of complex transaction documents, in respect of both the initial transaction and for the joint transaction. The transaction involved an international consortium comprising eight of the world's largest infrastructure investment funds, sovereign wealth funds and pension funds.

From a competition perspective, the joint transaction was structured to address potential competition issues raised by the ACCC in relation to the initial individual consortium bids and will result in what should be an outcome acceptable to the ACCC. In particular, to allay ACCC concerns, Brookfield and Qube will have no interest in the Pacific National rail business and Qube will not acquire an interest in the Bulk & Automotive Port Services businesses.

Advised Alcoa of Australia on the sale of its stake in DBP, the owner and operator of the Dampier to Bunbury Natural Gas Pipeline, to DUET Group for A$205 million. DBP is currently owned 20 per cent by Alcoa and 80 per cent by DUET (in aggregate). As part of the transaction Alcoa will maintain its current access to approximately 30 per cent of the pipeline's transmission capacity for gas supply to its three alumina refineries. Alcoa is Western Australia’s largest user of natural gas and biggest pipeline customer.

Participation in the all cash off market proportional takeover bid made by Crescent Capital Partners to acquire to acquire 1 out of every 2 shares in ASX listed Cardno Limited.

Advised on all aspects of the merger between State-owned energy companies Ergon Energy and Energex, including review of legislation, development of implementation plans, due diligence and establishment of relevant corporate entities.

Advised Hong Kong's Guardforce Group Ltd, a subsidiary of the Shanghai Stock Exchange listed China Fire & Security Co. Ltd, on the acquisition of SECURECorp and SECUREclean, a national security and cleaning business.

Acted for software app developer Readify Limited on the sale of 100% of Readify to Telstra.

MinterEllison advised Vocus Communications Limited on its $4 billion merger with M2 Group Limited to create the fourth largest telecommunications service provider in Australia. The merger was signed and announced on Monday 28 September and completed on 22 February 2016. It was effected by way of a scheme of arrangement under which Vocus acquired 100% of the shares in M2, which provides retail telco services under various consumer brands including Dodo and iPrimus. This transaction continues MinterEllison's central role in the consolidations of ASX-listed telcos in Australia in 2015/2016 as they each vie for position in the NBN environment. Earlier in 2015, MinterEllison acted for Vocus on its $1.1 billion merger with Amcom (which made corporate history as the first scheme to succeed in the face of a 20% blocking stake held by TPG Telecom) and then for TPG Telecom on its $1.6 billion acquisition of iiNet (which succeeded in the face of a rival proposal by M2).

Advised VINCI Energies, the VINCI subsidiary specialising in energy services, in relation to its acquisition of J&P Richardson Industries, a leading Australian electrical contracting and engineering company.

Advised Dixon Hospitality Group in relation to its acquisition of Like Minded People Pty Ltd, the parent company of Open Door Pub Co Pty Ltd, which operates 17 non-gaming hotels in Victoria and New South Wales; and advised on fundraising to finance the acquisition.

Acted for TPG Telecom Limited on it's A$300 million fully underwritten institutional placement and A$50 million follow-on share purchase plan.

Acted for SB&G Hotel Group on its hotel portfolio acquisition from Eureka Funds Management.  The portfolio of hotels includes the Intercontinental Melbourne, Crowne Plaza Melbourne, Crowne Plaza Coogee, Crowne Plaza Canberra and Holiday Inn Potts Point. SB&G Hotel Group is now the largest owner of IHG-operated hotels in Australia, employing more than 800 staff.

Advised Anchorage Capital Partners on its acquisition of ASX-listed education provider Affinity Education Group Limited by way of scheme of arrangement. We provided strategic advice to Anchorage in relation to dealing with a rival bidder for Affinity, Anchorage's involvement in successful Takeovers Panel Proceedings and a complicated transaction structure.

Advised on the grant of the long term lease of Port of Darwin by way of a competitive process, involving significant asset restructuring, preparation of special transaction legislation, and extensive bespoke project documents. The transaction model was the a significant asset restructure to create an operating vehicle for sale under an M&A style sale and purchase agreement, combined with the grant of a long term lease of the Port assets.

Acted for emerging e-recruitment company ApplyDirect Limited on its initial public offering and $33 million ASX listing.

Advised Ascendas Real Estate Investment Trust on its acquisition of a portfolio of 26 logistics properties located in Australia for A$1.013 billion from Singapore's sovereign wealth fund, GIC, and Frasers Property Australia Pty Limited. The deal involved establishing a wholly owned managed investment trust structure to acquire the properties though a combination of unit trust acquisitions and direct property acquisitions. This is the largest-ever industrial property deal in Australia and the second largest industrial property deal to date in the Asia Pacific. The quality of the portfolio attracted significant competition from domestic and international property investors. Ascendas' exclusive period of negotiation with the vendors was conducted on an extremely tight timetable. This, together with the complexity of the transaction, required seamless coordination and collaboration between our Australian team and Allen & Gledhill LLP, Ascendas' legal adviser in Singapore.

Advised Baosteel Resources Australia on its successful $1.4 billion joint off-market bid with Aurizon Operations Limited to acquire 100% of the share capital of Aquila Resources. This is the first time a Chinese and Australian company have launched a joint takeover bid.

Advised Warrnambool Cheese and Butter Factory Holdings Limited (WCB) in responding to competing takeover offers from Bega Cheese (hostile), Saputo (recommended) and Murray Goulburn (unsolicited). This was one of the most vigorous auctions for control in recent Australian Corporate history, with a total of 9 bids made by the three bidders. Saputo's winning bid valued Warrnambool at approximately A$530m.

Advised M2 Group on its A$250m private treaty acquisition of Dodo and recommended takeover of Eftel Limited. The transaction involved parallel acquisitions of a publicly listed entity (Eftel) and a private entity (Dodo) where the vendor of the private entity had a majority shareholding in the listed entity. This required careful consideration of independence issues and potential collateral benefit issues.

Advised Dental Corporation Holdings Limited (Dental Corp) in relation to its A$500m acquisition by Bupa Health Pty Ltd by scheme of arrangement.

Advised ASX-listed Citadel Resource Group Limited, on the recommended A$1.25bn cash and scrip takeover offer from copper producer Equinox Minerals Limited. The deal combined Citadel's advanced Jabal Sayid copper and gold project in Saudi Arabia with Equinox's Lumwana copper project in Zambia to form a company with a potential 260,000 tonnes of copper production a year by 2015. The successful takeover launched the combined group into the mid-tier of global copper producers.

Advised Gloucester Coal on its A$8bn merger with Yanzhou Coal Mining and its wholly owned subsidiary Yancoal Australia by scheme of arrangement. This was the biggest investment by a Chinese state-owned company in Australia's coal industry, continuing a trend of state-backed entities seeking to shore up China's resource security. It created one of Australia's largest listed mining companies, operating mines in NSW and Queensland and with investments in two coal export terminals – Wiggins Island in Gladstone and NCIG in Newcastle.

Advised Healthscope in its A$2.7bn takeover by scheme of arrangement by private equity consortium Texas Pacific Group (TPG) and The Carlyle Group. The recommended offer was the culmination of an intense bidding war between a number of private equity groups. Given the bidding duel, the transaction dynamics and strategies changed regularly and quickly. We had a key advisory role and were able to provide urgent and constant strategic and legal input as required in the bidding process.

Advised Adslot Limited on its acquisition of Facilitate Digital Holdings Limited by scheme of arrangement.

Advised Rocklands Richfield Limited in response to the takeover offers by Jindal Steel & Power and Linyi Mining Group Co,. Ltd, a company located in Shandong, China for approximately A$200m.

Advised SPC Ardmona Limited in relation to its A$750m recommended takeover by Coca-Cola Amatil Limited by scheme of arrangement.

Advised Zijin Mining Group on its A$545m takeover offer of ASX-listed Indophil Resources NL. Zijin is China’s largest gold producer and the third largest copper producer. Indophil Resources is an Australian publicly-listed company whose major asset is a minority stake in the Tampakan copper-gold project in the southern Philippines.

Advised Austral Group Holdings Pty Ltd (Austral) on the sale of its entire issued share capital to Keller Group plc.

Acted for Total Eden Holdings Pty Ltd, a leading retailer of sustainable water solutions, in its acquisition by ASX-listed Ruralco Holdings Ltd. Our role involved facilitating the exit of sole shareholder Anchorage Capital Partners from Total Eden Holdings Pty Ltd and represents the continuation of a strong working relationship between our firm and Anchorage.

Acted for iSentia Group Limited on its initial public offering of ordinary shares and listing on the Australian Securities Exchange. Shares representing approximately 70% of iSentia's capital were offered at A$2.04 per share, implying an enterprise value of over A$465 million. On completion of the IPO, the business' pre-IPO majority owners, Quadrant Private Equity, will hold 25% of iSentia's issued share capital.

Advised the PAS Group Limited on its initial public offering of ordinary shares and listing on the Australian Securities Exchange. Shares representing approximately 77% of PAS's capital are being offered at $1.15 per share, implying an enterprise value of around $160 million.

Acted for global seafood company Maruha Nichiro Seafoods Inc in its purchase of 50% of West Australian company Austral Fisheries Pty Ltd, one of Australia's leading commercial fishing companies. Our role involved advising Maruha throughout the life cycle of the transaction, including conducting due diligence on the legal particulars of Australia's fishing industry and achieving completion with parties across various time zones in Japan, Spain, Australia and New Zealand. 

Acted together with Allen & Overy 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.

Advising Inchcape plc, a leading independent international automotive distributor and retailer, on its £78 million acquisition of Trivett Automotive Group, a luxury and premium automotive group in Australia.

Advised Chinese conglomerate Nanshan Group on its acquisition of 19.9% of Virgin Australia from Air New Zealand for approximately A$266 million.

Advised Australian private equity firm Anchorage Capital Partners on a share purchase agreement with Woolworths Limited to acquire Dick Smith Electronics. Under the agreement, Anchorage will purchase 100% of the business, including 327 stores employing more than 4,500 people. We subsequently advised Dick Smith Electronics on its successful $344.5 million Initial Public Offering on the Australian Stock Exchange.

Acted for Longluck Investment in relation to its takeover bid to acquire all shares in ASX-listed Cuesta Coal Limited.

Acted for one of the three short-listed bidders for the purchase of New South Wales' electricity generation assets from Macquarie Generation.

Advised White Cloud Capital Advisors on the A$61 million acquisition of the 54.8% share in Careers Australia Group. In a fast moving and complex takeover involving a rival bidder, our team had to assist White Cloud to present Careers Australia Group with a strategy to terminate the Bid Implementation Deed between Careers Australia Group and Crescent Capital Partners to enable Careers Australia Group's independent directors to recommend the White Cloud bid. This took White Cloud's share in Careers Australia to 100%.

Acted for Dick Smith Holdings Limited (Dick Smith) on its initial public offering of ordinary shares and listing on the Australian Securities Exchange. Shares representing 66.2% of Dick Smith's capital were offered at A$2.20 per share, implying a market capitalisation of over A$520 million. On completion of the IPO, the business' pre-IPO majority owners, being funds managed by Anchorage Capital Partners, held 20% Dick Smith's issued share capital. Shares in Dick Smith began trading on ASX in December 2013 (on a conditional and deferred settlement basis).

Advised on the acquisition of all the issued capital of U & D Mining Industry (Australia) Pty Ltd by U & D Coal Limited. The acquisition occurred as part of an IPO process. The transaction involved the acquisition of a material set of near term highly prospective coal assets which form the key projects under pinning U&D's IPO.

Advised Suntory, Japan's fourth largest beverage company, on the Australian aspects of its A$740 million acquisition of Frucor Beverages Group Limited (NZ) from Danone Asia Pte Limited, a wholly-owned subsidiary of Groupe Danone, S.A.

Advised Sucrogen, the Australian-based sugar subsidiary of Singapore-listed Wilmar International Limited, has entered into an agreement with the Administrators of Proserpine Sugar Mill to purchase the assets of Proserpine Co-operative Sugar Milling Association Limited (Proserpine).

Acted for Insurance Australia Group Limited (IAG) on the $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.

Acted for an entity associated with Gordon Merchant in its sale of Plantic Technologies Limited to Japanese listed company, Kuraray Co. Ltd (market cap US$6 billion).  Plantic is a world leading innovator in bioplastics through proprietary technology that delivers biodegradable and renewed sourced alternatives to conventional plastics.

Advised Next Capital, Allegro and Macquarie on the sale of their interests in Discovery Holiday parks to Sunsuper (assets valued in excess of $240 million).

Acted for Westpac in relation to the collapse of the accounting firm BDO in New South Wales and Victoria, including its subsequent merger with Grant Thornton.

Advised Nippon Paper Group on its $700 million acquisition of Australian manufacturing business Australian Paper from PaperlinX Limited. PaperlinX is Australia's largest paper manufacturer and Nippon Paper is Japan's second-largest paper manufacturer. We advised on all aspects of the transaction including due diligence, acquisition documentation, Foreign Investment Review Board (FIRB) approvals and the restructuring of the Paperlinx business.

Acted for VWR on the acquisition of Crown Scientific from EBOS.

Acted for ASX listed company, Pacific Star Network Limited, in its acquisition of Morrison Media, an independent print and digital publisher which publishes frankie, Smith Journal, Surfing Life, Slow Living and White Horses. Pacific Star Network's other businesses include SEN radio and AFL magazine, 'Inside Football'.

Acted for Wilmar in relation to the acquisition of Sucrogen Limited, CSR's sugar business from CSR for an enterprise value of $1.75 billion.

Advising Morgan Stanley Australia Securities Limited and Macquarie Capital (Australia) Limited in relation to their roles as joint lead managers of the Watermark Market Neutral Fund Limited (Watermark) initial public offering (IPO).  Watermark is seeking to raise up to $120 million under the IPO and to list on ASX Limited as a 'listed investment company'.

Acted for Walker Corporation in its redevelopment of waterfront land at Rhodes, NSW. The development is an estimated A$800 million project which involved a paint factory site being remediated and redeveloped to a mixed-use, high-rise, shopping centre, residential and commercial village.

Acted for IGas Energy PLC on its A$211.5m acquisition of Dart Energy via an Australian scheme of arrangement on a share exchange basis. Dart shareholders received 0.08117 IGas shares for each Dart share, equivalent to A$0.1898 per Dart share, and will hold approximately 30.5% of the enlarged company on a fully diluted basis.

Acted for Asaleo Care Limited, Svenska Cellulosa AB and Pacific Equity Partners on Asaleo Care's 2014 $1.06 billion initial public offering and listing on the Australian Securities Exchange. The Company's initial public offering of shares raised approximately $655.8 million at an issue price of $1.65 per share. Asaleo Care has been admitted to the official list of ASX Limited and commenced trading of their shares on a conditional and deferred settlement basis on 27 June 2014.

Acted for Cisco Systems on its investment in Majitek.

The sole legal adviser to NSW Treasury in relation to the $1.75 billion sale (by way of long term lease) and privatisation of Port of Newcastle, which is the world's largest coal export port. The A$1.75 billion restructure and refinancing transaction establishes a new benchmark in transaction preparation and execution, as reflected in the financial outcome which significantly exceeded market expectations. The transaction will free up much needed capital to help the NSW Government fund the revitalisation of the Newcastle CBD, and a backlog of other critical public infrastructure across New South Wales, including hospitals, schools and roads.

Acted for Cheung Kong Holdings Limited, Cheung Kong Infrastructure Holdings Limited & Power Assets Holdings Limited in the successful takeover of Envestra Limited, one of Australia's largest natural gas distributors.     

Advised Cadence Capital on its proposed joint acquisition with Pepper of ASX listed mortgage company RHG by scheme of arrangement.

Advised the Cromwell Property Group on its proposed purchase of the Centro MCS funds management business.

Advising Iron Mountain Inc. on its proposed acquisition of Recall Holdings Ltd by way of a recommended scheme of arrangement through a largely scrip offer that values Recall at around A$3.8 billion. A merger of Iron Mountain and Recall will create the world's leading information management company.

Advised Taurus Mineral, owned by CGNPC Uranium Resources Company and The China-Africa Development Fund, on the successful downstream takeover of Extract Resources and the Australian aspects of its GBP640 million upstream offer for Kalahari Minerals plc.

Acted as legal adviser to TPG Telecom Limited on its binding sale agreement to acquire 100% of Telecom New Zealand Australia Pty Ltd for A$450 million on a debt-free, cash-free basis. The sale includes the AAPT and Powertel businesses, and is a highly strategic acquisition to incorporate AAPT's inter-capital fibre into TPG's extensive network assets.

Advised the Australia subsidiaries of Lloyds Banking Group on the sale of portfolios of property loans in Australia and New Zealand to Morgan Stanley and a consortium comprising Goldman Sachs and Brookfield.

Advised NSW Government in relation to a major restructure of the State's non-metropolitan rail system which included an investment of A$800 million+ in rail infrastructure by the Commonwealth Government. The arrangements effectively incorporated 3000kms of NSW interstate and Hunter Valley mainline railway track under the same operation and management as the interstate standard gauge mainline railway track. We also subsequently advised on commercial arrangements in relation to the take up by ARTC of the Metropolitan Freight Network and the Southern Sydney Freight Line.

Advised listed A-REIT Mirvac on the sale of its hotel management business, Mirvac Hotels & Resorts and various associated investments to a consortium comprising Accor Asia Pacific and Singapore-based Ascendas. The complex transaction involved the concurrent sale of the hotel management business and the stake in an unlisted hotel fund which will see Accor take on the management of 48 hotels and also acquire, with Ascendas, a stake in an unlisted Mirvac hotel fund that owns seven properties.

Acted for Mineral Deposits Limited on the demerger of its gold assets to Teranga Gold Corporation and for Teranga Gold Corporation on its "spin-off" IPO and ASX listing.

Our Ports team is the leading legal specialists in this sector, with key roles advising on all recent major national port refinancing deals. We were the sole legal advisers to NSW Treasury in relation to the A$5.07 billion restructure and refinancing of the State-owned assets of Port Botany and Port Kembla, with proceeds from the transaction to be invested in the NSW Government's infrastructure fund, Restart NSW. The transaction was completed on 31 May 2013 and considered the largest and most complex of its kind in Australia.

Advised APN Outdoor Group Limited on its $425m float on ASX.

Advised Next Capital on its acquisition of five aged care facilities in South Australia and a subsequent sale and lease back.

Acted for McConnell Dowell on all aspects of the sale of its shares in Electrix to VINCI, including performance of due diligence, negotiation and execution of the share sale agreement.

Advised Australian private equity firm Next Capital on Hirepool's purchase of Hirequip. Hirepool a portfolio company of Next Capital, is one of New Zealand largest equipment hire businesses and Hirequip was one of its largest competitors. The represents a major change to the landscape of the equipment hire business in New Zealand. Our team, liaising via our New Zealand office obtained approval for the transaction from the New Zealand commerce commission, in what was a high profile and complex approval process given the size of the industry in New Zealand.

Advised Macquarie Radio Network Limited on its $200m merger with Fairfax Media.

Facilities for the acquisition and financing of an initial portfolio of 4 office towers (including Customs House WA and Victoria Police Centre) by a subsidiary of Goldman Sachs Group, which assets are to be managed by Anton Capital (advised financiers, 2015).

Advised H&H Holdings Australia Pty Ltd on the acquisition of its strategic stake in listed mining services contractor, VDM Group, through a share and convertible debt placement. Our role included transaction structuring advice and negotiations to help the client manage critical and commercial risks.

Assisted in its redevelopment of the Southern Precinct of Melbourne Airport and the provision of facilities at the new terminal to Jetstar and Tiger Airways.

Advised Anchorage Capital Partners on the business and share acquisition of the Brand Collective business division ASX-listed apparel manufacturer, wholesaler and retailer, Pacific Brands Limited.

Advised Huntsman Corporation on Australian legal aspects of its $1 billion acquisition of the performance additives and titanium dioxide businesses of Rockwood Holdings.

Advised Anchorage Capital Partners, the Sydney based private equity firm focusing on special situations and turnaround investment in the Australian, New Zealand and Southeast Asian markets, on the first and final $250 million closing of Anchorage Capital Partners II. Significant interest from both existing and new investors meant that the Fund II was oversubscribed and capped at A$250 million. We also advised Anchorage in the successful close of its first fund, Anchorage Capital Partners Fund I in March 2010 which was also oversubscribed and closed at A$200 million. We have also worked with the Anchorage team on a number of acquisitions and disposals in Australia and New Zealand, including its investments in Dick Smith, Golden Circle, Burger King NZ and Total Eden.

Acted for Cool Water Group Limited in the sale of its entire share capital to Waterlogic Plc, a manufacturer and global distributor of point-of-use drinking water purification and dispensing systems. Waterlogic has entered into a conditional agreement to acquire the share capital, with A$60m to be paid on completion. Our role included developing a novel structure to ensure the sale of 100% of shares to the buyer from approximately 30 shareholders, many of whom were no longer actively involved in the business.

Advised ALS Limited on both the capital raising and debt financing elements of ALS Limited's US$533 million acquisition of Reservoir Group.

Advised American Express on its acquisition of ASX listed David Jones' entire credit card portfolio for $450million and the subsequent issue of co-branded American Express and David Jones credit cards, which transaction was innovative and involved an in depth understanding of associated risks.

Advising the State of Western Australia, in partnership with the State Solicitor’s Office, on all aspects of the negotiations between the State and China’s Shanghai Zhongfu Group. The project has been described as the most significant development in the Ord in more than 30 years. Our role included advising on all aspects of the matter, including land tenure and environmental issues, tendering and procurement, project agreement negotiations and a range of other issues. A significant part of Adam’s role included assisting with the coordination of a whole of Government approach to the negotiations.

Advised Beingmate Group, a leading Chinese infant food manufacturer, on its proposed alliance with New Zealand dairy co-operative Fonterra Co-operative Group, designed to help meet China’s growing demand for infant formula. The alliance is intended to create an integrated global supply chain from the farm gate direct to China’s consumers, using Fonterra’s milk pools and manufacturing sites.

Advised the Port of Melbourne Corporation on the procurement and transactional aspects of Melbourne's Port Capacity Project. The Port Capacity project will enable the port to meet increasing trade demand and protect the economic future of one of Australia's leading freight gateways.

Assisted National Rail Corporation Limited (now Pacific National) in relation to the sale of the Commonwealth, NSW and Victorian Governments' interests in National Rail.

Advised Port Kembla Port Corporation in relation to its project to expand the cargo handling facilities at Port Kembla. The project involved the expansion of cargo handling facilities, redevelopment of the terminal and construction of a new wharf which required dredging in the Inner Harbour. This transaction was widely considered to establish a new benchmark in transaction preparation and execution.

Acted for the non-executive directors of Harris Scarfe in an insolvent trading claim in which the liquidators claimed an amount in excess of $140 million from each director.

Acted for ANZ in the collapse of the Pasminco Group of Companies. The group was successfully restructured leading to the IPO of Zinifex in April 2004.