Gilbert + Tobin has advised Pemba Capital Partners on its first continuation vehicle transaction, transferring Vets Central into a new $360 million continuation fund backed by cornerstone investor, TPG NewQuest and other leading global institutional investors.
Pemba is an Australian private equity firm focused on backing high-growth businesses. Vets Central is one of Australia and New Zealand’s leading veterinary care platforms, supporting an extensive network of clinics and veterinary professionals across both countries.
The transaction enables Pemba to continue supporting Vets Central’s long-term growth while returning capital to existing Pemba Fund II investors. The continuation fund was meaningfully oversubscribed and included fresh primary follow-on funding and an accompanying debt facility to support Vets Central’s next phase of growth, including its ambition to more than double its clinic footprint over the next five years.
G+T advised on key legal aspects of the continuation fund structure, including fund formation, FIRB approval for foreign government investor participation, Industry Innovation and Science Australia approval for the continuation vehicle to be registered as a Venture Capital Limited Partnership, debt refinancing by Vets Central, and competition law analysis under Australia’s new merger control regime.
G+T lead partner Judy Hsu said:
We are delighted to have supported G+T’s long-standing client, Pemba Capital Partners, on this landmark transaction. Continuation vehicles are playing an increasingly important role in the private equity market, enabling sponsors to provide liquidity to existing investors while continuing to support high-quality portfolio companies through their next phase of growth. This transaction is also significant as TPG NewQuest’s first secondaries transaction in Australia, demonstrating both the growing sophistication of Australia’s secondaries market and the strength of Pemba’s conviction in Vets Central.
The G+T team was led by partner Judy Hsu, with support from lawyers Jun Kim, Nina Mao, Kelly Cai, Dhruv Lohia and graduate Alysha Newham. Partner Gail Christopher and lawyers Callum Hinwood, Emma Pegg, Maddie Di Girolamo and graduate Kevin Shi advised on the refinancing of Vets Central. Competition aspects were led by partner Andrew Low and special counsel, Rebecca Dollisson.
