Baiada Poultry
Henry Davis York advised Baiada Poultry on its acquisition of the Bartter-Steggles group of companies to become Australia's largest provider of poultry meat in a $4 billion industry.
The acquisition of 80 freehold properties included growing and breeding farms, feed mills, processing and rendering plants, warehouse and distribution centres, and head office and involved close consultation and negotiation with the ACCC.
It was completed despite the challenges of the economic headwinds and involved sophisticated inter-creditor arrangements with three secured financiers to the merged group to secure the transaction.
Jupiter Mines Limited - Tshipi acquisition
We are advising West Australian-based manganese and iron ore explorer, Jupiter Mines Limited on its acquisition of a 49.9% stake in Tshipi é Ntle Manganese Mining (Proprietary) Limited. Tshipi is a South African company with mining and prospecting rights in the Kalahari Basin adjacent to BHP Billiton's Mamatwan mine.
On completion of the acquisition, Tshipi's majority shareholders will include Pallinghurst Resources, Investec, POSCO, Midstream & Resources and AMCI.
ING Real Estate BV - sale of portfolio
We advised ING Real Estate BV on the sale of ING Retail Property Fund Australia's entire asset portfolio which included 14 retail shopping centres based in Australia and New Zealand. ING Real Estate was the major investor in the property fund.
Henry Davis York provided strategic legal advice on the $1.4 billion transaction along with the subsequent preparation and negotiation of documents on the structure of the deal; reviewing all material transaction documents; and negotiating amendments to material transaction documents on behalf of our European-based client.
ABC Learning Centres - sale of childcare assets
We are advising the receivers and the banking syndicate of ABC Learning Centres which collapsed with debts of more than $1.5 billion.
ABC operated 1,200 early childcare centres in Australia, New Zealand and the United States and employed 16,000 staff. Henry Davis York is involved in the multiple sale processes for groups of Australian and foreign childcare centre assets which includes dealing with a number of key stakeholders such as employees, unions, landlords and government. It also involves complex formulas for price calculations and adjustments and resolution of licensing issues across all Australian States and Territories.
We also assisted the receivers on the sale of more than 200 ABC childcare centres in New Zealand, ABC's Busy Bees business in the UK and we are continuing to advise on ABC's Learning Care Group interests in the USA.
The matter originated in our Restructuring & Insolvency practice, and has involved practitioners across the firm in areas such as property, employment and corporate advisory.
MMC Contrarian - acquisition of MBF Limited
We advised MMC Contrarian on its $195 million acquisition of the Australian life insurer MBF Life Limited and its related Australian wealth management business, Clearview Financial Management Limited from Bupa Australia.
We worked in partnership with MMC Contrarian through every stage of the transaction from the initial strategies, to due diligence and negotiating with the vendor to settle the transaction agreements.
Our role also included working with the market regulator, APRA, to ensure the transaction ran smoothly and that our client was a 'market fit'. We also assisted MMC with its initial communications with APRA and continued with the drafting and filing of the regulatory applications required pursuant to the Financial Sector Shareholding Act 1998 and the Insurance Acquisitions and Takeovers Act 1991.
Natasa Mining Limited - redomicilation
We are advising Natasa Mining Limited, an Australian-based mining investment company, listed on ASX and AIM, in its redomiciliation to the Cayman Islands and subsequent delisting from ASX.
The redomiciliation included a capital reduction with an in-specie distribution of shares in a Cayman subsidiary to existing Natasa shareholders on a pro rata, one-for-one basis. To achieve this outcome, we worked with Natasa's English and Cayman advisers, including AIM Nomads, and liaised extensively with ASIC and the ASX.
Wolseley - private equity acquisition
We advised Wolseley Private Equity, an independent Australian based private equity firm, on the investment by its Australian and US funds in six privately-owed and related Australian manufacturing companies via the acquisition of shares.
Henry Davis York advised on the legal and strategic aspects of the transaction, which included multiple vendors and niche industries, and a complex due diligence process.
Extensive transaction document negotiations culminated in reinvestment by some vendors in the purchaser company, in a management buy-out style structure.
The transaction took six months and involved a cross-disciplinary team from our banking and finance, employment and property practices.
We are also advising Wolseley on other potential transactions.