Profile

I also advise Australian and international clients in relation to corporate governance, ASX Listing Rule and Corporations Act issues. My deep cross-sector transactional experience means I have a strong understanding of the law, tactics and market trends.

I have a diverse practice advising domestic and foreign clients on a broad range of corporate matters with a particular focus on public takeovers (both friendly and hostile) and schemes of arrangement for both vendors and purchasers.

I regularly act for private equity clients in relation to take-privates, special situations, competitive sale/auction processes, bolt-ons, roll-ups, restructurings, incentive plans and loan to own arrangements including convertible notes and other strategies.

I advise clients on corporate governance matters as well as Corporations Act, ASX Listing Rule and foreign investment law issues and regularly deal with the various corporate regulators: ASIC, ASX, FIRB and the Takeovers Panel.

I also have extensive experience acting in relation to all aspects of private M&A transactions.

I advise across the range of industry sectors including infrastructure, private equity and technology.

I enjoy getting to know my clients and their businesses so that I can help them by leading the delivery of the most relevant legal advice that is informed by deep industry experience and a focus on a clear commercial outcome.

I am a fellow of the Governance Institute of Australia and a member of the Australian Institute of Company Directors.

Career highlights

  • Pacific Equity Partners: in relation to its takeover of Zenith Energy Limited in consortium with Infrastructure Capital Group and OPTrust by scheme of arrangement.
  • Centerbridge Partners: Advised in relation to its commitment to restructure and recapitalise ASX listed Speedcast International Ltd out of Chapter 11 bankruptcy.
  • CSG Limited: Advised on Fuji Xerox Co., Ltd's takeover of CSG Limited by scheme of arrangement.
  • Coltrane Asset Management LLP: Advised with respect to the unconditional cash and scrip follow-on takeover by Downer EDI Service Pty Ltd of Spotless Group Holdings Limited.
  • Inner Mongolia Mengniu Dairy: in relation to its acquisition of the Lion Dairy and Drinks business from Kirin following a competitive sale process.
  • KordaMentha: in relation to the receivership of Blue Sky Alternative Investments and arrangements with Oaktree Capital Partners as major creditor.
  • Centerbridge Partners, L.P.: on one of Australia's most complex recapitalisations involving the restructure of in excess of US$700 million debt of Boart Longyear 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 $900m take-private of Gateway Lifestyle Group, a land lease community business, and associated restructuring. The acquisition was unsolicited and involved Brookfield as a rival bidder.
  • Wattle Hill Capital and ROC Partners: two Australian private equity funds, in relation to their $190m takeover by way of scheme of arrangement for Capilano Honey Limited which won Consumer M&A Deal of the Year at the Mergermarket awards.
  • Baring Private Equity Asia: Advised on the A$1.2 billion buyout and take-private of ASX listed SAI Global Limited.
  • CIMIC Group Limited: in relation to its $524m hostile takeover bid for UGL Limited and its hostile takeover bid for Macmahon Holdings Limited.
  • Grays eCommerce Group Limited: in relation to the $180m scheme of arrangement with Eclipx Group Limited.
  • Northill Capital LLP: in relation to its acquisition of Hastings Funds Management from Westpac Banking Corporation.
  • Fullshare Holdings Limited: the listed Hong Kong conglomerate in relation to its $100m investments in the child care industry – its first investments in Australia.

Areas of Practice

  • Corporate
  • Equity capital markets
  • Funds management
  • Mergers and Acquisitions
  • Private equity
  • Reconstruction

Professional Career



Articles

  • How a takeover bid works - off-market

    This article explains how an off-market takeover bid can be used to acquire control of a listed Australian company.

  • Bill introduced for permanent changes to meeting and execution requirements

    A brief recap of temporary relief measures now in place and an overview of proposed permanent reforms that if legislated in their current form will permanently enable the use of technology in signing and executing documents and holding meetings

  • Takeovers in Australia – Guide

    This guide provides a quick overview of the legal issues involved in takeovers and schemes of arrangement in Australia.

  • Hybrid AGMs, what's next?

    The transition to hybrid AGMs has developed significantly, with the Corporations Act now permanently giving companies the option to hold hybrid general meetings and, if the constitution of the company allows, wholly virtual meetings.

     

  • Australian takeover laws - what you need to know

    This article explains the main principles and basic concepts underpinning takeover laws in Australia, as well as the key features of the most common types of control transactions.

  • Hostile takeover bids – key influences on success

    A takeover bid can be characterised as either 'hostile' or 'friendly', depending on whether the Bidder has the recommendation of the Target Board that target shareholders should accept the bid.

  • Bill to permanently modernise meeting and execution requirements now law

    The Bill to enact long-awaited permanent reforms to meeting, communication and execution requirements under the Corporations Act 2001 (Cth) received Assent on 22 February 2022. 

  • MinterEllison has advised a syndicate of five investment and retail banks on Blackstone’s A$508m acquisition bid for AMA Group

    If successful, Blackstone will own the er in Australia's A$7 billion panel repair industry, with over 100 sites across the country.

  • How an on-market takeover bid works

    This article explains how a market bid (also known as an on-market bid) can be used to acquire control of a listed Australian company.

  • Takeover Bid v Scheme of Arrangement - Structuring a Friendly Acquisition

    This article explains the main differences between, and the main advantages and disadvantages of, a takeover bid and a scheme of arrangement.

  • MinterEllison advises on sale of asset management firm ETFS AUS

    ETFS AUS has more than $4.7 billion in assets under management and represents the oldest ETF provider in Australia.

     

  • W&I Insurance on the rise in public M&A

    Warranty and indemnity insurance (W&I Insurance) is increasingly being used in mergers and acquisitions (M&A) transactions in respect of ASX listed target companies. What will be the effects on public M&A?

  • MinterEllison acts for Pacific Equity Partners in acquisition of Zenith Energy Ltd

    The acquisition had an enterprise value of over $250 million and was conducted via a scheme of arrangement.

  • 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.

  • COVID-19: ASIC extends time to hold wholly virtual meetings

    ASIC has exercised its new emergency powers to extend the time in which entities will have the option to hold wholly virtual meetings. We outline the changes and explain how they fit in with recent reforms.  

      
  • Responding to a hostile takeover bid – the first 24 hours

    Someone has publicly announced a hostile takeover bid for your company. What do you do next?

  • COVID-19: Are Convertible notes a lifeline?

    When mainstream lenders are not an option, are convertible notes a lifeline?

  • How a Scheme of Arrangement Works

    This article explains how a scheme of arrangement can be used to acquire control of a listed Australian company.

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