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Minter Ellison’s pre-eminent private equity team advises many of the leading domestic and regional private equity funds that invest in Australasia. Our leveraged finance team also works extensively in private equity acting for the lending banks and mezzanine providers. The combined strength of the team has enabled us to advise on many of the best known transactions in Australasia in recent years, and on larger transactions for regional funds.
Our private equity experience includes management buyouts, secondary buyouts and dual track exit transactions. We also provide integrated capability covering all aspects of alternative investments including fund formation and structuring, capital raising, offshore fundraising, tax structuring, and local and offshore investments.
Minter Ellison’s international office network gives our private equity team a seamless multi-jurisdictional capability for bolt on, domestic and offshore private equity investments, and for rolling out expansion strategies.
We have substantial experience in developing and executing strategies for private equity funds to exit their investments. We work closely with the firm’s ECM and M&A experts to provide the complementary legal expertise on exits via IPOs or trade sale.
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. Minter Ellison subsequently advised Dick Smith Electronics on its successful $344.5 million Initial Public Offering on the Australian Stock Exchange.
Acted for Quadrant Private Equity on the acquisition of a majority stake in furniture super retailer Super A-Mart and Barbecues Galore. Minter Ellison advised Quadrant on purchaser due diligence and negotiation of the sale as well as purchase documentation for each acquisition. We also acted for Quadrant on the negotiation of the shareholder arrangements. Ironbridge Capital, Macquarie Group, and Partners Group are rolling over their existing stakes. Singapore's GIC Special Investment sold its interest.
Advised Affinity Equity Partners on the acquisition of a majority shareholding in Primo Smallgoods, Australia's largest producer of ham, bacon and small goods, alongside the founding family.
Advised Quadrant Private Equity on their $272 million joint venture with APN News & Media Limited to form the "Outdoor Joint Venture". Quadrant and APN will each hold 50% of the joint venture, which is unusual for the Australian private equity market where PE usually acquires 100% of the joint venture. The Outdoor JV will combine APN's operational and media expertise with Quadrant's strategic capabilities and additional capital. It will cover all of APN's Australian and New Zealand businesses, as well as APN's 50% interest in Rainbow Premium Outdoor, its Indonesian outdoor business.
Advised Anchorage Capital Partners on the sale of Antares Restaurant Group, the entity which operates Burger King stores in New Zealand, to New York-based Blackstone Group.
Advised on the restructure of the Aviator Group (formerly Curry Kenny Aviation Group) and acquisition of a controlling interest by Helmsman Capital Fund II.
Advised Equity Partners in relation to its exit from Skins, the leading designer and marketer of premium compression sports apparel. We also advised Equity Partners on its initial investment in 2007 when the Fund provided expansion capital to Skins. Over the four year period of its investment, revenue grew from $16 million per annum to $50 million per annum. This deal won Equity Partners the award for Best Expansion stage portfolio at the 2012 AVCAL awards.
Advised on Wolseley Private Equity's acquisition of AGS. Wolseley Partners Fund II has made a new investment into AGS World Transport, a large shipping wholesale freight forwarding company headquartered in Sydney.
Advised Allegro Funds on the acquisition of Vulcanite Pty Ltd, a leading supplier of engineered parts and equipment for passenger trains in Australia and internationally.
Advised Lazard Private Equity on their significant minority investment in 2XU ("Two Times You"), the leading technical performance sports apparel brand, known in particular for its compression garments. 2XU's products are sold in over 40 countries and are used by elite athletes around the world. The investment was made using funds raised by Lazard's Corporate Opportunity Fund 2 (Fund 2) and will aid the company's imminent goal to dominate technical sports apparel markets across the globe.
Advised SCA, a global consumer brands company, on all aspects of a 50% joint venture with funds advised by Pacific Equity Partners (PEP). The transaction involves a restructure of SCA's Australia and New Zealand business, together with a complex leveraged finance package. It is the SCA Group's first joint venture with private equity.
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 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 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 Minter Ellison and Anchorage.
Acted for Asaleo Care Limited and Pacific Equity Partners on Asaleo'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.
Advised Next Capital, Allegro and Macquarie on the sale of there interests in Discovery Holiday parks to Sunsuper, an existing investor (assets valued in excess of $240million). Sunsuper, based in Brisbane, is Queensland’s largest superannuation fund by membership, with more than one million members. It was an existing shareholder in Discovery Holiday Parks.
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).
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.
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. Minter Ellison had a key advisory role and were able to provide urgent and constant strategic and legal input as required in the bidding process.
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. Minter Ellison 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.