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Directions in Private Equity presents the developments and issues shaping Private Equity in Australia.
MinterEllison’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.
MinterEllison’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.
Acted for Murray River Forests Pty Limited, an entity managed by Global Forest Partners LP, on the sale of approximately 5,500 plated hectares of freehold land and interests in 750 hectares of neighbouring plantations in southern New South Wales. Having advised on the entire lifecycle of the investment, our team brought significant expertise and experience to the transaction to maximise the outcome for the client.
Advised Panasonic Corporation from an Australian and New Zealand perspective on its acquisition of Hussmann Corporation, a Missouri-based manufacturer of refrigerated display cases and systems for US$1.545 billion.
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 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 Laser Clinics Australia and its shareholders on the partial sell-down of shares in Laser Clinics Australia to Archer Growth, a pre-eminent Australian private equity fund. Laser Clinics Australia is a leading non-surgical cosmetics treatments franchise business with a network of clinics in New South Wales, ACT, Queensland, South Australia and Victoria.
Advised Skinstitut and its shareholders on the partial sell-down of shares to Archer Growth, a pre-eminent Australian private equity fund for A$16.4m. Skinstitut is a leading Australian skincare brand.
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.
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 Quadrant Private Equity on its acquisition of a majority stake in furniture super retailer Super A-Mart and Barbecues Galore.
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 Wolseley Private Equity on its acquisition of AGS, a large shipping wholesale freight forwarding company headquartered in Sydney.
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 Allegro Funds on its acquisition of Vulcanite Pty Ltd, a leading supplier of engineered parts and equipment for passenger trains in Australia and internationally.
Advised Quadrant Private Equity on its $272 million joint venture with APN News & Media Limited.
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.
Acted for the founders in their sale of Acmeda to Rollease, Inc. a portfolio company of US private equity fund, Shoreview Industries. Acmeda is a leading designer, manufacturer and distributor of hardware systems and components for custom alternative window coverings. The merger creates the largest independent engineered component manufacturer and distributor in this industry.
Acted for Wolsey Private Equity in its exit from Cartridge World, the global leader in inkjet and laser cartridge refilling, by way of a trade sale.
Advised on the sale of Tasman Lifestyle Continuum Limited to Gateway Lifestyle Residential Parks Pty Limited at a total value of $136m. As part of the deal, Gateway Lifestyle Operations Limited undertook an initial public offering and listing on the ASX, with Tasman part of the combined Gateway group.
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 Next Capital, Allegro and Macquarie on the sale of their interests in Discovery Holiday parks to Sunsuper (assets valued in excess of $240 million).
Minter Ellison Rudd Watts advised the shareholders of the Prime Panels group of companies on the sale of shares to Australian private equity fund Crescent Capital. 100% of the shares in the group were sold to Prime Group Holdings Limited, owned 70% by Crescent Capital funds and 30% by the vendor shareholders.
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 one of the world's leading timber investment managers, Global Forest Partners LP on the acquisition of forestry assets from Elders Limited.
Advised the senior debt holders of Gunns Limited.
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 as legal adviser to Primo Smallgoods Group, Affinity Equity Partners and the Lederer family on the A$1.45 billion sale to Brazil's JBS SA, the world's largest food processing company.
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 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.
Acted for Cisco Systems on its investment in Majitek.
Advised Next Capital on its acquisition of five aged care facilities in South Australia and a subsequent sale and lease back.
Minter Ellison Rudd Watts advised Next Capital (and the other shareholders) in the sale of 100% of the shares in Carriage Holdings New Zealand Limited. This is the top company in the group which operates urban, school and charter bus services throughout New Zealand under the "Go Bus" brand. Minter Ellison Rudd Watts were advisers to Next Capital in 2012 when the private equity group acquired this business.
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.
Advised APN Outdoor Group Limited on its $425m float on ASX.
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.