Gilbert + Tobin advised Peregrine Corporation on the successful sale of OTR Group to Viva Energy Group Limited (Viva Energy).

Viva Energy is one of Australia’s leading fuel retailers, operating a nationwide chain of fuel and service stations, including Coles Express. As of 31 December 2023, the OTR Group operates a network of 226 stores, consisting of 195 fuel and convenience stores and 31 stand-alone stores, with 42 of these located outside South Australia. 

The sale of OTR to Viva Energy, coupled with Viva Energy’s earlier acquisition of Coles Express, represents a landmark deal in the convenience retail sector and creates a significant new competitor of scale in the national retail market. This transaction faced multifaceted challenges, including regulatory hurdles, complex structuring considerations, and the coordination of multiple stakeholders with divergent interests.

G+T supported Peregrine across all aspects of the sale, addressing various elements such as deal structuring, which involved a significant pre-completion restructure and separation. Additionally, the team achieved conditional ACCC clearance and advised on the property and debt financing aspects of the sale.

The restructure enables Peregrine Corporation to remove the OTR Group and retain the existing debt facilities to service the retained OTR Properties Group and its future development plans.

By establishing a leading national convenience retail network, the transaction enhances operational efficiencies, expands market reach, and creates synergies that drive long-term value for all parties involved. The acquisition provides Viva Energy with high-quality, non-fuel earnings and substantial growth potential.

The G+T team was led by Corporate Advisory partner Hiroshi Narushima and also included:

Partners

• Elizabeth Avery and Jeremy Jose (Competition, Consumer + Market Regulation)
• Spiro Papadolias (Banking + Projects)
• Amanda Hempel (Real Estate + Projects)

Special counsel

• Jo Bayes (Real Estate + Projects)

Lawyers:

• Naomi Kora (Corporate Advisory)
• Yuka Nagata and Abi Vaseeharan (Banking + Projects)
• Radha Rathi, Neeharika Maddula and Brittany Baker (Competition, Consumer + Market Regulation)
• Sara Ayoub, Natasha Henricus, Sherry Chen and Michael Liu (Real Estate + Projects)

Graduates and paralegals:

• Julia Tran (Banking + Projects)
• Julie Sauvan-Shea (Real Estate + Projects)

Hiroshi Narushima commented:
“The growth of Peregrine Corporation and the OTR Group is one of the great Australian immigrant success stories of growing one petrol station site into a network of over 200 under the leadership of the family’s next generation. We saw firsthand the dedication of the Peregrine team in executing this significant and landmark transaction for one of Australia’s most successful family-run businesses. It has been our privilege to work with the OTR team over the years and we look forward to seeing the OTR brand grow on a national scale.”