G+T has advised Macquarie Infrastructure and Real Assets and its managed funds (“MIRA”) on its acquisition of BINGO Industries Limited (“BINGO”) by way of scheme of arrangement. Under the terms of the scheme, BINGO shareholders had the option to receive either $3.45 cash per BINGO share, or a mixed cash and unlisted scrip alternative.
The acquisition was partially funded by way of a US Term Loan B debt financing underwritten by Goldman Sachs, Credit Suisse and Jeffries.
BINGO is a fully integrated recycling and resource management company that provides solutions across the entire waste management supply chain. BINGO runs a fleet of 300 waste collections trucks in Sydney and Melbourne.
The G&T team was led by Corporate Advisory Partners Costas Condoleon, Alastair Corrigall, Peter Cook and Kevin Ko, with lawyers Chris Morse, Matthew Coe, Shananne Joyce and Wes Bainbridge heavily involved. Banking + Projects Partners John Schembri and Stuart Cormack led the debt financing workstream, with support from lawyers Brent Thompson and Angus McWhirter. The tax team, led by Muhunthan Kanagaratnam, advised on tax aspects of the financing. The deal team were supported by a large group of dedicated lawyers across the Firm who assisted with input into due diligence and regulatory matters.
Costas Condoleon and Alastair Corrigall said: “We are delighted to have worked with MIRA on this significant and complex transaction, as the recycling and resource management sector responds to increased government spending on infrastructure assets. The inclusion of an earn out entitlement for those BINGO shareholders who chose the cash and unlisted scrip alternative is a novel development in stub equity transactions in Australia”.
John Schembri and Stuart Cormack said: “We are very proud to have advised MIRA in relation the debt financing of this important transaction for MIRA and the Australian waste management sector. It provides another example of a Sponsor successfully tapping the offshore Term Loan B market to fund Australian M&A. It is a sought after product for many of our Sponsor clients for its flexibility and scale and current market conditions in the US and Europe meant it is competitively priced”.
The G+T team comprised specialists across the firm, including partners Gina Cass-Gottlieb and Charles Coorey.
Gilbert + Tobin’s market-leading M&A and Corporate team has advised on many of Australia’s largest and most innovative transactions, including recently advising Afterpay on its $39 billion acquisition by Square, Inc (which, when complete, will be the largest public M&A transaction in Australia), MIRA and Aware Super on its $3.5 billion acquisition of Vocus, KKR on the acquisition of a 55% interest in Colonial First State (CFS) at an enterprise value of $3.4 billion and establishment of a joint venture with Commonwealth Bank of Australia, GrainCorp on the demerger and ASX listing of its international malting business by way of scheme of arrangement, and Anheuser-Busch InBev on the $16 billion sale of Carlton & United Breweries to Asahi Group, the largest M&A transaction in Australia in 2019/20.