Corporate Advisory
Gilbert + Tobin’s Corporate Advisory Group provides innovative solutions and project management for large-scale corporate transactions as well as advises on a range of related corporate issues.
We service a diverse client base including listed companies in all sectors, investment banks, institutional investors, large privately-held companies and private equity firms.
The team is made up of highly respected lawyers with skills appropriate to a range of merger and acquisition and capital markets transactions.
We provide a range of services to ensure compliance with the requirements of the Corporations Act and good corporate governance practices. Our team has advised senior management and boards on a wide range of complex business and legal issues.
Regarded as one of the leading advisers to private equity funds, our team blends traditional corporate law skills with an understanding of the needs of private equity investors.
Our services
Our corporate advisory services include:
- corporate mergers, acquisitions and disposals, and related due diligence, tax and structuring issues
- joint ventures, including devising ownership, management and operational structures to meet commercial and regulatory requirements
- IPOs, placements and rights issues for companies and managed funds
- complex private equity structuring and consequent investment and exit transactions; including management and leveraged buy-outs
- capital management strategies, including buy-backs and capital reductions
- capital markets activities, including the structuring of complex capital instruments such as debenture and hybrid offerings and warrants
- Corporations Act and ASX Listing Rule compliance issues, including continuous disclosure, corporate governance and periodic disclosure obligations and board charter solutions for public and private companies
- Australian Financial Services Licence applications and compliance for licensees
- company secretarial assistance to companies, including the establishment of companies, preparing minutes and resolutions for board and shareholder meetings, and undertaking statutory filings.
Our experience
Coal & Allied Industries Limited – advising on the off market takeover bid made by a company associated with Rio Tinto Limited and Mitsubishi to acquire the Coal & Allied shares that they do not already own. The Proposal is expected to value Coal & Allied at $10.8 billion.
Charter Hall Office REIT (CQO) – advising on the Australian law aspects of the US$1.71 billion sale of its US property portfolio.
Charter Hall Office Management Limited (CHOML) – advising the Independent Directors of Charter Hall Office Management Limited (CHOML), the responsible entity of Charter Hall Office REIT (CQO), on a conditional, non-binding and confidential proposal made by a Macquarie led consortium to acquire all of the CQO issued units, other than those held by Charter Hall Group.
Bow Energy – advising on the takeover proposal made by Arrow Energy (jointly owned by Shell and PetroChina) to acquire the company.
Bennamon Pty Limited – advising in relation to the proposed acquisition of approximately 30% of the shares in Pro-Pac Packaging Limited, an ASX listed packaging manufacturing and distribution business.
CVC – advising in connection with its acquisition of a majority interest in the Virgin Active Group.
Bayard Capital Management Pty Ltd – advising Bayard Capital Management Pty Ltd and the founders on the $2.3 billion disposal of utility meter reading developer Landis+Gyr.
Conquest Mining Limited – advising on its proposed merger of equals with Catalpa Resources Limited. The complex transaction involves an inter-conditional purchase of strategic assets from Newcrest Mining Limited and a post implementation $150 million entitlement offer. The transaction will result in the creation of a leading growth-focused Australian gold company with a pro-forma market capitalisation in excess of $1.1 billion.
Kulczyk Oil Ventures Inc. – advising on the proposed acquisition by Neconde Limited (an international consortium) of a 45% interest in Oil Mining Lease 42, an oil and gas field in Nigeria, from Shell Petroleum, Total and Agip.
Blackstone Group – advising on the proposed acquisition of 100% of the stapled securities in Valad Property Group (VPG) for approximately $700 million.
NSW Treasury – advising on the sale of its waste management business, WSN Environmental Solutions (WSN), for $235 million to SITA Environmental Solutions (SITA), a joint venture between French group Suez Environnement and Singapore-listed Sembcorp Industries.
452 Capital – advising in connection to the winding up and dissolution of 452 Capital.
Arrow Energy – advising on the $3.5 billion takeover by Shell & PetroChina.
The Carlyle Group – advising (as part of a consortium with TPG) on corporate aspects relating to the consortiums $2.7 billion acquisition of Healthscope, one of Australia’s largest private health care providers.
Credit Suisse, advising
- on the underwriting of the initial public offering of Kula Gold.
- on the underwriting of the $150 million capital raising by Cockatoo Coal.
- on the $100 million underwritten placement by Eastern Star Gas.
- Sphere Minerals – advising on the $428 million takeover bid by Xstrata.
Westpac Banking Corporation (WBC), advising
- on the merger (by way of trust scheme) of the Westpac Office Trust (WOT) with the Mirvac Property Trust, (a stapled company and trust in an Australian registered managed investment scheme), resulting in the acquisition of control over the WOT asset portfolio by Mirvac.
- on the sale of Westpac Funds Management Limited (WFML), the responsible entity of the Westpac Diversified Property Fund (WDPF), and WBC’s unit holding in WDPF, to Australian Unity.
- on the restructure and change of RE for the unlisted property funds management platform within WBC and on the replacement of the RE of the ASX listed hybrid Westpac TPS Trust without a members meeting being held and advising on the related ASIC relief.
- on its $47 billion merger with St George Bank Limited.
CommonWealth REIT – advising on its acquisition of the MacarthurCook Industrial Property Fund.
NSW Government – advising the NSW Government on the sale of NSW Lotteries Corporation to Tatts Group Limited and on the investigation of the proposed sale of Pillar Administration and WSN.
SAI Global – advising on its $130 million capital raising to acquire Integrity Interactive, a leading US-based compliance and ethics solutions provider.
Stella Travel Services and CVC Asia Pacific – advising in relation to the merger of Stella and Jetset Travelworld.
The GoodStart Syndicate – advising on the sale of 658 childcare centres across Australia from the receivers and managers of ABC Learning Centres.
Crescent Capital Partners, advising
- on its divestment with Macquarie Group of National Hearing Care, a leading provider of audiology services, to Italian Group Amplifon for $460 million by a dual track sale process.
- on the acquisition of Bay Audiology for $157 million. Bay Audiology was sold to National Hearing Care, a company associated with Crescent Capital Partners.
Dart Energy Limited – advising on its $35 million private placement to institutional investors in conjunction with its listing.
Pacific Equity Partners – acting for funds advised by private equity firm, Pacific Equity Partners, on the off market takeover bid for all the shares in Energy Developments Limited.
eircom Holdings Limited – advising on its sale to Emerald Communications (Cayman) SPC (ECC) (a bid vehicle established by STT Communications Ltd).
Lend Lease Primelife Group – advising on its sale to Lend Lease Corporation Limited.
GrainCorp Limited, advising
- on its acquisition of the United Malt Holdings group (UMH) one of the largest commercial malt manufacturers in the world for an enterprise value of $757 million.
- on their placement and share purchase plan.
Consolidated Media Holdings Limited, advising
- on the $440 million sale of its shares in SEEK Limited.
- as the major shareholder of SEEK Limited on their participation in the placement, share purchase plan and top-up offer conducted by SEEK Limited.
- IFFCO Poultry CO. Limited (IFFCO) – advising IFFCO on its 19.9% acquisition of ordinary shares in Australian Agricultural Company.
AGL Energy Limited (AGL), advising
- on the sale (including vendor due diligence and project financing) and long-term offtake and management of its Hallet 4 (132MW) wind farm in South Australia to the Energy Infrastructure Investments consortium.
- on a joint venture between AGL Energy Limited and Meridan Energy for the proposed development of a 450MW wind farm in Macarthur. One of the largest proposed wind farms in Australia (approximate deal value $800 million).
- in relation to the disposal of its 22% shareholding in Queensland Gas Company Limited (deal value in excess of $1.2 billion).
- on the merger of AGL’s infrastructure businesses with Alinta Limited and the spin-off of AGL Energy Limited (deal value in excess of $10 billion).
Tenix Pty Limited – acting in relation to the approximate $775 million sale of its defence contracting services business to BAE Systems Australia Limited.
Photon Group Limited, advising
- on its $102.5 million capital raising which comprised of a $62 million rights issue and a $40 million placement and renegotiation of earn out arrangements.
- on its $115 million capital raising, through an institutional placement and rights issue.
- on its $76.6 million underwritten rights issue.
Westpac TPS Trust – advising the responsible entity of the Westpac TPS trust on its hybrid retail offering of Trust Preferred Securities (approximate deal value $763 million).
Wolseley Partners, advising
- on the establishment and first and second close of its VCLP and twin trust structure Wolseley Partners Fund II, 2008.
- on the acquisition of the Freshmax, Holman Fresh and Panda Ranch businesses into its Fund I, 2007/2008.
Corporate Advisory Publications