Corporate & Finance

Mergers & Acquisitions

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, using our significant experience to deliver pragmatic, quality strategic advice to our clients.

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 that we’ve worked on.

We have recently advised:

• Stevenson Group on the sale of its construction materials division to Fulton Hogan for media-reported $250m
• Genesis Energy on its acquisition of Nova Energy’s retail LPG business for $192m
• Fonterra Co-operative Group on its re-acquisition of an interest in the Darnum joint venture
• Pacific Equity Partners and Patties Foods on their agreement to acquire frozen convenience food manufacturer Leader Products
• a large Australian private equity investor on a proposed merger and joint venture.

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Banking & Finance

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, projects, restructuring, demergers, property and retirement village developments, and derivatives. 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 trust. Overseas lenders and multinational borrowers engage us on the New Zealand elements of international transactions and value our extensive experience in cross-border transactions.

Our clients include domestic and international banks and corporates, financial sponsors, high net worth individuals and families, and corporate trustees.

Members of our team (including in their prior roles) have recently advised:

• Public Trust in relation to debt issues for Kiwi Property, Investore, Goodman Property, and Christchurch City Holdings Limited
• ANZ Australia (alongside Australian advisers) in relation to acquisition financing for Integral Diagnostic’s purchase of four New Zealand radiology businesses
• ANZ on a number of retirement village development facilities.

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Infrastructure & Projects

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 recently advised:

• SKYCITY Entertainment Group in relation to the New Zealand International Convention Centre and hotel precinct (>$700m), including advising in relation to arrangements with the Crown and Fletcher Construction
• CAF on its successful $640m bid to supply and maintain a new electric train fleet for Auckland
• Stevenson Group on the Drury South Crossing development (media reported $800m).

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Corporate Advisory

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 governance work has included assessment (for New Zealand corporates and financial institutions) of the implications of the Hayne Royal Commission and the APRA review into CBA.

Our work includes advising on:

• directors’ duties and liabilities;
• best practice corporate governance policies and procedures;
• financial market law compliance; and
• director and senior executive remuneration structuring and disclosure, including employee share schemes and incentive arrangements, and director contracts.

We also advise on a range of commercial issues and contracts, including supply arrangements, joint ventures and procurement.

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Restructuring

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 utilise our deep M&A experience to execute business divestments for entities that are distressed or approaching difficulty, and we have 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.

In addition to the many smaller and private transactions we have been involved in, we have advised:

• IAG New Zealand on its successful bid to acquire certain assets and liabilities of distressed AMI Insurance for $380m
• Pepkor on the acquisition of the business of Postie Plus from administrators as part of an insolvency process
• the directors of Mediaworks on the restructure of its media-reported “circa $700 million debt” and subsequent receivership.

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Capital Markets

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

Members of the team have advised issuers, lead managers / underwriters and corporate trustees on a variety of debt and share market offers, including IPOs and 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.

We have recently advised:

• an ASX-listed New Zealand issuer on strategic on capital raising options including an on-market capital raise
• L1 Capital on the New Zealand aspects of its A$1.32b IPO and ASX Listing
• Yum! Brands in connection with the Restaurant Brands takeover offer by Finaccess Capital.

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 Private Equity

We have deep expertise advising private equity firms and other financial sponsors. We work with both domestic and foreign private equity funds to apply 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 for 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.

Private equity transactions on which we have advised include:

• Pacific Equity Partners and Patties Foods on their agreement to acquire frozen convenience food manufacturer Leader Products
• Ironbridge on the $501m divestment of EnviroWaste to CKI Holdings through a competitive bid process
• A confidential private equity client regarding a proposed takeover by scheme of arrangement of an NZX listed entity.

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 Foreign Investment

Many investments by overseas person 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 members of our team have been members of Government working groups and consultation panels concerning the Overseas Investment regime, and are well versed in the changing regulatory regime 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 a transaction in an integrated and seamless way.

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