His in-depth knowledge of the law and tactics of public company takeovers has made him a trusted adviser to some of the firm's largest clients. With over 25 years in practice, Ron has extensive experience in both domestic and cross-border transactions across multiple industry sectors including the resources and oil and gas sectors, financial services, manufacturing, bioscience, and media and broadcasting. Ron advises on capital raisings, including private equity raising at the seed capital stage through to initial public offerings (IPOs), rights issues and placements.
Corporate restructuring is another area of focus assisting ASX companies restructure their debt through recapitalisations, undertaking shareholder or creditor schemes of arrangement, capital reductions and spin off IPOs. Ron also assists clients achieving successful outcomes in strategic corporate litigation matters working closely with the litigation team and on matters involving the Takeovers Panel.
- Centerbridge Partners on one of Australia's most complex recapitalisations involving the successful restructure of in excess of US$700 million debt of Boart Lonyear by way of two creditor schemes of arrangement and shareholder approval. The matter was contested by a group of creditors and by two related shareholders and involved several court hearings, two successful appeals before the NSW Supreme Court and a Court ordered mediation
- Hometown America Corporation on its acquisition by off market takeover bid of Gateway Lifestyle Group ( and ASX Listed land lease community business) for approximately $700m.
- GIC Infrastructure on its $9 billion participation in the Brookfield consortium bid for Asciano Limited
- Centerbridge Partners in relation to the $200m scheme of arrangement for Billabong Limited
- Beach Energy on its merger with Drillsearch Energy by Scheme of arrangement forming a combined group with a market capitalisation of in excess of $1 billion
- Blackthorn Resources Limited on its transformative scrip merger with Intrepid Mines Limited by way of a scheme of arrangement. The transaction involved what is believed to be a unique transaction structure where the bidding company, Intrepid Mines, offered its shareholders a capped cash buyback, to provide an opportunity for its shareholders to sell out under the buy back if they did not wish to remain as part of the merged group
- Antofagasta PLC, Equatorial Mining Limited, Sierra Gorda Copper Pty Ltd on a three-way merger through scheme of arrangements involving amalgamation of two Australian companies, Equatorial Mining Limited & Sierra Gorda Copper Pty Ltd, and transferring all their assets to Antofagasta PLC, an overseas holding company. This was an innovative scheme structure which was the first of its kind which allowed Antofagasta to transfer all its assets out of Australia through the scheme
- Centerbridge Partners on the initial recapitalisation transaction with Boart Longyear. The recapitalisation will involved a series of transactions, including debt refinancing by way of new 'covenenat lite' term loans of up to US$225 million and a US$119-127 equity raising carried out in several stages along with a share buy-back
- A syndicate of Banco Santander, Fortis Bank and RBS on the Australian regulatory aspects of the acquisition of ABN Amro for €71 billion
- Areva Australia Pty Ltd on the acquisition of a strategic minority shareholding in, and a strategic alliance with, uranium explorer Summit Resources Ltd
- Acting for a member of the APA consortium, in connection with the $11 billion recommended off-market takeover of Qantas
- Retail Employees Superannuation Pty Limited and UBS International Infrastructure Fund on the acquisition of Collgar Wind Farm Pty Ltd, the developer of the 206MW Collgar wind farm project. The project was acquired from Investec Bank (Australia) Limited. The acquisition and development costs total $740 million
- Affinity Equity Partners Limited on the A$310 million leveraged financing of its takeover (public to private) of Colorado Group, including the structuring of the fund's equity investment in the holding vehicles. This was the first executed unsolicited takeover bid by a private equity firm in Australia
- Antofagasta PLC in relation to its acquisition of a substantial minority shareholding in Tethyan Copper Company Limited, an (at that time) ASX listed company, and a 50% joint venture interest in minerals leases and gold and copper deposits in the Province of Balochistan in the Republic of Pakistan
- Antofagasta PLC on the successful $527m bid for Equatorial Mining Limited. We advised on all aspects of this takeover bid including strategy concerning the rival offer and compulsory acquisition
- AstraZeneca Pty Ltd on the Australian aspects of its worldwide merger for $67 billion
- AMP Limited on its interests in Equatorial Mining Limited including its public company takeover for Equatorial and its offer to buy out the minority shareholders
- Mirvac Group in relation to the $414 million takeover of Westpac Office Trust, an ASX listed trust holding over $1 billion worth of property
- PTTEP Australasia Limited , a wholly owned subsidiary of PTTEP, the Thai national oil and gas company on its private treaty acquisition of 100% of the issued securities in Coogee Resources Limited, holding a number of oil and gas properties, from 19 vendors
- CMA Corporation Limited on a complex refinancing which involved new secured facilities from GE Commercial and Stemcor Trade Finance, replacing facilities provided by ANZ and KKR. This follows advising on the new equity capital raising by CMA in September 2011, which allowed CMA to emerge from a long ASX trading suspension
- TBI plc (acquired by Airport Concessions and Development) a UK public listed company, on its acquisition of a minority shareholding in 5 Australian airports
- AMP Limited on its divestiture of interests in the Tomago Aluminium Smelter and the Gove Bauxite mine in excess of A$660 million
Recent publications include
BEc, LLB, LLM (Hons)
Areas of Practice
- Mergers and Acquisitions
- Corporate Lawyers Association
- Taxation Institute of Australia
- Australian Institute of Company Directors
- Billabong scheme breaks new ground
Recent Billabong scheme proves last minute price increases possible in mergers by schemes of arrangement.
- Directions in public mergers & acquisitions
Directions in Public M&A is part of our annual Deals Trilogy series. Our FY17 edition highlights a number of positive themes and presents the trends shaping the public M&A market in Australia.
- $200m Billabong Scheme breaks new M&A ground - Last minute price increases possible in mergers by Schemes of Arrangement
MinterEllison has advised Centerbridge in relation to a scheme to acquire shares in Billabong.
- Debt funds will be in demand for capital as distressed debt levels rise
Mid-market enterprises the most vulnerable. Debt funds will offer much needed capital.
- Debt restructuring in uncertain times
Many businesses are facing unprecedented financial pressure which will require them to reduce their liabilities to enable their business to continue as a going concern. In our report, we outline some of the main restructuring approaches which can enable a company to stay solvent or become solvent once again.
- Boart Longyear completes a debt to equity recapitalisation and restructuring
Boart Longyear completed a debt to equity recapitalisation and restructuring of its US$738 million USA based finance debt by way of two schemes of arrangement. The schemes were contested by a group of secured creditors and two shareholders. MinterEllison acted for Centerbridge Partners LP, the largest creditor and largest shareholder in Boart Longyear.
- MinterEllison acts for Cashpoint in acquisition of payments and ATM business, Stargroup
MinterEllison has acted for Cashpoint Payment Solutions Pty Ltd (Cashpoint) in the A$8.5million acquisition of the assets of ASX listed ATM business Stargroup Ltd (Stargroup, ASX:STL).
- MinterEllison advises JBS on its $425m acquisition of Huon Aquaculture
MinterEllison is pleased to have advised JBS S.A. (JBS) on its $425 million acquisition of ASX-listed Huon Aquaculture Group Limited (Huon) by way of a scheme of arrangement.
- Distressed Debt and Special Situations
Facing Australia's first recession in 30 years, Australian businesses are attempting to steer a course not only for survival but for the growth needed to be a viable long term. But alongside uncertainty comes opportunity. Our new report, prepared in partnership with Acuris, explores the key steps for companies and investors to take advantage of the opportunities – and decisive, informed and proactive action is critical.
- MinterEllison advises Centerbridge on Boart Longyear restructure
The transaction is one of the largest and complex restructures of its kind involving a debt for equity swap.
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