Recent Experience | Businesses
Sale of Veterinary group to european private equity group ($80m ev)
Acted on behalf of the shareholders of a large Australian-based specialist veterinary group in the sale of the group to a European Private Equity Fund which aggregates veterinary practices across the globe.
The corporate structure of the group meant that we were advising more than 15 shareholders across four separate entities, whilst engaging with the buyer’s local legal lawyers and European-based counterparts.
In addition, the deal required our clients to:
reinvest a portion of the consideration into a European-based unit trust (Reinvestment Scheme); and
establish and fund an Employee Incentive Scheme for the non-shareholder employees to invest in the same European-based unit trust.
This required as to work closely with the group’s accountants to establish an Australian-based investment trust to manage the Reinvestment Scheme and Employee Incentive Scheme.
Sale of financial planning group to nyse-listed insurance broker ($40m ev)
Acted on behalf of the shareholders of a significant Sydney-based financial planning group in the sale of the group to one of the largest insurance brokers in the world.
There were timing constraints on the parties such that the deal required simultaneous exchange and completion – meaning that the deal was not binding on the parties until the deal was settled.
This required us to work proactively with both the buyer’s Australian-based lawyers as well as internal counsel in both New York and London to ensure that all of the issues which are customarily resolved between exchange and completion were practically resolved without prejudicing our client’s interests or exposing them to significant material risk.
Merger of mid-tier accounting practices (hunter valley)
Acted on behalf of the Hunter Valley’s third largest accounting firm in its merger with the Hunter Valley’s second largest accounting firm, which resulted in a multi-disciplinary accounting practice with 12 partners and more than 140 employees.
There were a number of structural challenges with the merger, including the fact that the merger was between a traditional partnership and a corporate entity. In addition, the two groups had different equity financing structures in place which needed to be restructured and combined.
Ultimately, we were able to achieve a seamless transition for our clients by working collegiately with the solicitor for the other side to identify and implement practical compromises.
Sale of mining engineering business to an asx-listed investment group ($25m ev)
Acted on behalf of the sole shareholder of a large regional mining engineering company in the sale of company to one of Australia’s largest legacy investment houses.
The client was particularly focused on minimising exposure to post-Completion adjustments or claims, and on this basis we were able to successfully negotiate:
a very limited deferred consideration component;
the imposition of stringent post-Completion conduct rules on the Buyer for the deferred consideration period; and
the joint funding of a Warranty and Indemnity Insurance Policy with limited exclusions to protect our client,
all of which were items which the buyer would not have customarily agreed to.
sale of mining machinery components group to a nasdaq-listed construction group ($40m ev)
Acted for the shareholders of a Company which specialises in sourcing critical mining machinery components in the sale of the Company to one of the largest construction groups in North America, who was also one of the Company’s largest customers.
Ultimately, the unique nature of our client’s business meant that the buyer identified the Company as a key acquisition in its vertical integration strategy. This, however, presented a number of challenges from a transactional perspective as:
the value of the business was underpinned by an inventory of assets which, whilst highly valuable from a trading perspective, would ordinarily be considered obsolete or entirely depreciated from an accounting perspective;
the buyer was highly motivated to ensure that the business continued under local management and without disruption, and was therefore seeking an Earn Out which was both larger and longer than customarily expected; and
the Company had not yet implemented its succession planning, meaning that:
a number of the Sellers would be transitioning out of the business during the Earn Out period; and
the next tier of management were either not yet shareholders or were minor shareholders, and therefore their contribution to the Earn Outs being achieved would not be properly incentivised.
We worked closely with the buyer’s North American counsel to successfully negotiate the proper accounting treatment of the business’s assets to ensure that they were properly valued from a transactional perspective.
In addition, we successfully implemented an Incentive Scheme to redistribute the Earn Outs and properly motivate the local management who would be key to achieving the Earn Outs. All of the local management have remained with the Company, and all of the Earn Out targets have been achieved.
sale of specialist civil construction group to an asx-listed industrial and real estate group ($70m ev)
Acted for the shareholders of a Group which operated a civil construction business which specialised in underground high voltage cable installation, which was being acquired by one of Australia’s fastest growing diversified construction and property groups.
The nature of the business meant that the Buyer’s proposed deal structure involved considerable deferred consideration and escrow components to protect against any Claims.
Acknowledging the practicality of these requirements in the context of this specific deal, we instead successfully focused on ensuring that these mechanisms could not be exploited by the Buyer using spurious claims to force adjustments to the Purchase Price post-Completion.
This strategy was vindicated when our clients received notice of a significant claim against the escrow amount on the final day of the escrow period. We were able to rely on the protections which we had included in the SPA to essentially invalidate the entire basis of the Buyer’s claim.
Fundraising - multiple capital raisings for an australian-based drone technology start-up
Acted for an Australian-based drone technology start-up which provides logistic solutions in a number of different jurisdictions globally.
We have carried out a number of pre-Series A capital raisings for this client, successfully raising approximately USD [insert] from both international and sophisticated investors.
Given these capital raisings are pre-Series A, there is a considerable focus on balancing:
the investment structures that potential investors are willing to adopt;
the ongoing funding requirements of the client; and
the management and dilution of the existing investors.
fundraising - capital raise for an australian-based agribusiness start-up
Acted for an Australian-based agribusiness start-up in a post-Series A bridging round which raised the funds required for the construction of a facility which was a condition of the client securing a contract with a significant new client.
The raise process had a number of key issues to navigate, including:
raising funds from both current and new investors;
a debt to equity swap for a facility previously provided by a [insert]
involved a debt to equity swap in relation to a facility previously advanced by a significant shareholder; and
the restructure of the options previously granted to certain investors as a result of the Series A Round.
fundraising - Debt and capital raise for an australian-based agribusiness investment trust
Acted for a Sydney-based Investment Trust which has been acquiring and aggregating prime agricultural land in North Western NSW for agribusiness and biodiversity and carbon credit purposes.
In addition to assisting the client with the acquisition of these properties, we acted for the client to secure funding for the project.
This involved both:
Negotiating and securing finance from institutional and private lenders;
Raising capital by issuing units in the Investment Trust to a range of high net -worth individuals; and
Ensuring that the appropriate transactional and internal governance documents were in place to facilitate the debt and equity structures and the ongoing management of properties.