Corporate & Finance

We advise our clients on their most important strategic projects. These are transactions and projects that are often transformative and fundamental to each client’s long-term success. We’re trusted to provide our deep expertise, strategic thinking and commercial focus to help our clients navigate often complex situations to achieve their desired outcomes. The specific nature of these projects differs from to client to client, but ordinarily involves changes in business fundamentals and market dynamics and structure. Examples include acting:

• as the lead legal advisor for Fonterra on its major capital structure project;
• for Channel Infrastructure on its change from New Zealand’s only oil refinery to an import terminal and fuels infrastructure company;
• for Spark New Zealand on the separation of Connexa (a mobile tower infrastructure business) and sale of a majority interest in that entity.

We advise international and New Zealand clients, including large multinationals, leading private equity players and high-net-worth individuals and families on mergers and acquisitions, joint venture arrangements, divestments and other complex transactions.

We advise on all aspects of M&A transactions and joint ventures, including due diligence, project management, documentation preparation and negotiation, obtaining regulatory consents, equity and debt financing and completion.

We operate across the full value range from large corporate transactions to smaller business acquisitions and divestments. We have completed transactions across all sectors, from energy to insurance, food to construction, and technology to health.

We’re happy to provide you with examples of transactions similar to yours, or see projects our team has worked on by visiting People.

We regularly work closely at board level and with senior management to provide governance and strategic advice. Our experience extends across a wide range of styles and approaches and we have a market reputation for astute legal and commercial judgment, flexible thinking and achieving business outcomes.

Our deep levels of senior experience, together with the specialist nature of our firm, means we are uniquely placed to provide discreet, pragmatic, expert advice where it’s needed most.

Our banking and finance team advises on a broad range of financing transactions. We specialise in complex structured financing transactions including acquisition financing, debt capital markets, restructuring, demergers, derivatives, and property and retirement village developments. We advise on structuring, guarantees and security, financial services regulation, receivables financing, trade finance, consumer finance and product development.

We also help domestic borrowers with their financing needs, often involving their businesses and family trusts.

Overseas lenders and multinational borrowers engage us on the New Zealand elements of international transactions and value our extensive experience in cross-border transactions.

We provide strategic legal advice for infrastructure ownership structures including consortium formation, joint venture or limited partnership establishment, equity investment, and inter-shareholder arrangements. We’re fully conversant with procurement methods used internationally, from build-only and design-build procurement, through to the various whole-of-life outsourcing formats, including significant experience with public-private partnerships.

Our lawyers can work with you across all categories of infrastructure projects and joint ventures, most notably on strategic high-value projects. We excel at quickly understanding the requirements of your project, integrating with the project team, and delivering pragmatic, superior advice in a timely manner.

We have a deep knowledge of capital market transactions including public offers of securities, stock exchange listing requirements and governance arrangements, and financial markets law compliance. We also provide strategic input on dealings with regulators. Given our combined corporate and finance offering, this experience lends itself to both equity and debt capital markets.

We’ve recently been involved in advising on some of New Zealand’s highest-profile capital markets transactions, including significant initial public offerings. Members of the team have advised issuers, lead managers/underwriters and corporate trustees on a variety of debt and share market offers, including complex security offering transactions.

We also regularly advise overseas offerors on the extension of their offers into the New Zealand market, whether in reliance on mutual securities law recognition regimes or other limited disclosure regimes applying under New Zealand law.

Many investments by overseas persons require the consent of the New Zealand Overseas Investment Office, including global transactions which involve New Zealand assets. New Zealand’s overseas investment rules capture both land and non-land transactions, are complex, and can be influenced by previous litigation and political factors.

We have extensive experience in navigating the overseas investment process, resulting in successful outcomes for our clients. Senior team members have been of Government working groups and consultation panels concerning the Overseas Investment regime, and are well-versed in the changing regulatory landscape in this area.

We regularly work with law firms outside New Zealand as part of multi-jurisdictional transactions to handle the Overseas Investment aspect of these transactions in an integrated and seamless way.

We have deep expertise advising private equity firms and other financial sponsors. We work with both domestic and foreign private equity funds, applying our significant experience in this area for the success of their investments. Our familiarity with how private equity funds invest and exit, and the key drivers of their success, brings significant value to our clients.

We advise on all aspects of private equity transactions including fund formation and structures, private mergers and acquisitions, public takeovers and schemes of arrangement involving private equity, shareholder arrangements and joint ventures, and management incentive schemes. Our integrated corporate and finance offering means we are well-placed to advise on the financing of private equity transactions, and we have a clear understanding of the effect of financing on deal terms and structure.

Our integrated corporate and finance practice means we are well-placed to advise on financial restructuring and distressed debt matters. Our experienced team advises lenders and distressed entities on their financing arrangements and the restructuring of their debts, balance sheets and capital structures.

Having advised many entities facing difficult circumstances, we have the experience to guide boards through legal considerations concerning their directors’ duties and trading positions. We also use our deep M&A experience to execute business divestments for entities that are distressed or approaching difficulty, and we’ve advised acquirers purchasing distressed debt and business from insolvency processes (such as administration).

Our experience extends to advising creditors as part of insolvency processes, including leveraging their positions as creditors to achieve favourable outcomes.