Recent Work




M&A/COMMERCIAL









































          

Some past and current transactions, in which AH acted or acts for the clients named in bold, are listed below: 

Seven Network in relation to its Media Rights Agreement with Cricket Australia, including (a) initially, an expert determination under the MRA reducing Seven’s rights fees previously payable, and (b) in relation to a possible claim for damages by Seven against CA, including (i) first, a successful pre-action discovery action by Seven for CA to produce to Seven for review communications with the Board of Control for Cricket in India, Foxtel and the Tasmanian Government and other government departments and entities, and (ii) ultimately, a settlement with CA materially prospectively reducing Seven's annual fees payable to CA, materially expanded digital rights for Seven, and MRA contract extension by 7 years. 

Mineralogy and Clive Palmer in relation to certain confidential commercial and M&A transactions, and various long running disputes with ASIC. 

Bruce Gordon's Birketu regarding shareholder guarantee of, and ultimately a JV bid (by way of DOCA proposal) with Lachlan Murdoch's Illyria for, then ASX listed Ten Network (including associated litigation); and separately, advising Birketu on establishment of Broadcasting Services Act and Takeovers Code compliant share and share swap derivative position of about 23% in ASX listed Nine Entertainment Co.

Australian Container Freight Services on a court injunction against $9 billion Qube/Brookfield breakup of Asciano, and then successful commercial settlement involving acquisition of other half of ACFS.

WIN Corporation on five year affiliation agreement with then ASX listed Ten Network, and on acquisition of broadcaster into northern NSW region from ASX listed Southern Cross. 

UK for London Stock Exchange premium listed Asia Resource Minerals plc in relation to the US$210 million bid for ARMS by Asia Coal Energy Ventures Limited.

WIN Corporation on its sales of Channel 9 Perth and Channel 9 Adelaide to Nine Entertainment Corporation, and renegotiation of WIN's program supply arrangements with Nine (including related acquisition of Australian international cricket rights for broadcast over WIN and Nine networks).

UK for London Stock Exchange premium listed Glencore plc (and its CEO) on its scheme of arrangement merger with similarly listed Xstrata plc valued (on announcement) at US$90 billion.

Glencore International on its successful takeover bid for the then ASX listed Minara Resources, valuing Minara Resources at in excess of A$1 billion.

Ontario Teachers' Pension Plan Board on its asset swap agreement with MAp Airports in which OTPP exchanged its minority interest in Sydney airport plus a cash payment of A$791m for MAp's interests in Brussels and Copenhagen airports (total deal value in excess of US$2 billion).

Corom in relation to its successful and seminal application to the Takeovers Panel regarding Ross Human Direction's scheme implementation agreement with Peoplebank and the need for the Panel to intervene to ensure its amendment (click here for more information), and the subsequent material increase in the Peoplebank bid and the counterbid by Chandler Macleod.   

Ontario Teachers' Pension Plan's block sales of:

  • an 11% stake in listed Macquarie Infrastructure Group for approximately A$340 million; and 
  • subsequently, a 14% stake in listed Transurban Group for approximately A$710 million.

Indicative proposal by Ontario Teachers' Pension Plan and Canada Pension Plan Board to acquire listed Transurban Group for an indicative consideration of A$6.7 billion.

Secured noteholders of Canwest in relation to the block sale disposal of Canwest's controlling stake in listed Ten Network Holdings for approximately A$680 million.

The Coca-Cola Company on its A$160 million block sale of a 2.5% interest in listed Coca-Cola Amatil through institutional bookbuild.

The Coca Cola Company in its response to Lion Nathan/Kirin's proposed A$8 billion acquisition of Coca-Cola Amatil. 

Certain foreign pension funds in relation to their acquisitions of substantial holdings in ASX 100 listed entities.

Transurban Group's $A1.2 billion takeover of listed Sydney Roads Group.

WIN Corporation in relation to acquisitions of Swan TV (Channel 9 Perth) and Channel 9 South Australia (Channel 9 Adelaide), the former being contested and in part involved a successful Supreme Court application against Swan's former owner, Sunraysia Television.

Equatorial Mining (now a subsidiary of FTSE 100  Antofagasta plc) on its response to 2 takeover offers by Quadra Mining and Antofagasta respectively.

Glencore International AG in relation to its underwriting of a A$325 million rights issue by, and Matlin Patterson Global Opportunities LP's A$120 million takeover bid for rights and shares in, Minara Resources (formerly Anaconda Nickel), including 19 Takeover Panel cases and 2 successful appeals to the Federal Court of Australia.

GIO Australia Holdings on its defence to AMP’s A$3.3 billion takeover bid.

Xstrata plc in relation to its A$3.5 billion acquisition of M.I.M. Holdings Limited by way of a scheme of arrangement.

Leighton Holdings in relation to the A$1.1 billion Tabcorp takeover of Star City Casino.

BT Australia management on BTA’s A$2 billion takeover by Deutsche Bank and then by Principal Financial Group/Macquarie Bank.

Chase Manhattan Bank in relation to its A$13 billion takeover bid for Robert Fleming Holdings and its consequent bid for Jardine Fleming Ord Minnett.

Westfield Trust in relation to its $1.5 billion takeover bid for AMP Shopping Centre Trust, and subsequent $20 billion restructure to form Westfield Group.


CoRPORATE/                
REORGANISATION  

James Hardie Industries NV's A$3.5 billion (approx) funding agreement with NSW Government for a new asbestos injuries compensation fund (including drafting all associated agreements, trust deeds, funding arrangements and legislation).

LITIGATION

Hong Kong/Singapore hedge fund SSG Ares in relation to its multi-million dollar Supreme Court claim for non-payment of dividends and other moneys by WICET entities conducting port facilities in Gladstone, culminating in a full hearing of the claim, and then settlement, including a full disinvestment by SSG in WICET.

Seven Network expert determination under its Media Rights Agreement with Cricket Australia, reducing Seven’s rights fees payable, and in relation to a possible claim for damages by Seven against CA, including a successful pre-action discovery action by Seven in the Federal Court of Australia for CA to produce for review by Seven CA’s communications with the Board of Control for Cricket in India, Foxtel and the Tasmanian Government and other Australian government departments and entities.

Domino's Pizza Enterprises regarding a class action in the Federal Court of Australia on behalf of certain in store and delivery employees.

Parnell Pharamceuticals in relation to a claim against its former CEO for breach of duty, including complicated Fair Work Act and other actions, and an appeal, in the Federal Court of Australia at first instance and Full Court levels.

WIN Corproration in novel litigation regarding live internet streaming of TV content at first instance and in Court of Appeal.

Australian Container Freight Services on application for a court injunction against $9 billion Qube/Brookfield break-up of Asciano, and then successful settlement thereof involving acquisition of other half of ACFS.

Seven West Media against the Commissioner of the Australian Federal Police in the quashing of five search warrants and four assistance orders, and the return of documents wrongly seized by the AFP pursuant to the purported warrants.

Consolidated Press and Publishing and Broadcasting and Messrs James Packer and Peter Yates in litigation against the Special Purpose Liquidator (SPL) of One.Tel, most recently for Mr Yates in having certain orders for extension of time for service of the SPL's statement of claim for damages discharged, and in consequence the proceedings dismissed in May 2011, and subsequently successfully opposing both the SPL's application for leave to appeal/appeal to the court of Appeal and the SPL's application for special leave to appeal to the High Court.

Four former non-executive directors of James Hardie Industries (including on an appeal to the NSW Court of Appeal and then the High Court of Australia) in relation to civil penalty proceedings brought against them by ASIC - see some of the extensive media coverage of the appeal decision in this case at  http://www.theaustralian.com.au/business/asic-under-fire-as-hardie-directors-win-appeal/story-e6frg8zx-1225972952460 and http://www.smh.com.au/business/exhardie-directors-get-ban-overturned-20101217-190ss.html. 

Ontario Teachers' Pension Plan in a successful damages claim against Macquarie Infrastructure Group and Intoll, securing a payment of A$20 million for Teachers.

International Finance Trust Company against the NSW Crime Commission, first in the NSW Court of Appeal in quashing of certain ex parte restraining/freezing orders made by the NSW Supreme Court on the application of the Commission, and then in the High Court of Australia in having certain legislation purportedly conferring power to make such restraining/freezing orders by the Supreme Court declared unconstitutional and invalid.

Successfully defending several high profile directors in relation to criminal and civil proceedings brought against them by ASIC.

Genesys Wealth Advisers in obtaining an injunction (at first instance and then confirmed on appeal to the Court of Appeal of the NSW Supreme Court) restraining a former managing director from breaching a lengthy trade restraint of 30 months.

FTSE 100 Antofagasta plc, in the successful defence of NSW Supreme Court proceedings for claims in excess of A$100 million, and related Norwich Pharmacal proceedings in the High Court of Hong Kong Special Administrative Region in October 2008, and "preliminary discovery" proceedings in NSW Supreme Court.

WIN Corporation in relation to its successful court challenge halting the shareholder meetings to approve the sale by Sunraysia of Swan TV to PBL Media, and the subsequent bid for and acquisition of Swan TV by WIN Corporation.

Glencore International AG's landmark successful challenge to the jurisdiction of the Takeovers Panel (including 5 related Takeovers Panel proceedings, and 2 related proceedings in High Court and Federal Court of Australia successfully quashing the Takeovers Panel's orders).



FUNDRAISING



County Coal in relation to its restructure, its October 2011 prospectus and initial public offering, and November 2011 ASX listing, capitalising County Coal at A$75.7 million, based on its first trading day closing price of A$0.75 per share.

Australian Unity on the issue of RV debentures to finance its retirement village businesses.

Ten Network Holdings on its A$890 million "see-through share" restructure, initial public offering and listing on the ASX.

PRIVATE EQUITY AND
VENTURE CAPITAL

Castle Harlan Australian Mezzanine Partners' A$700 million sale of its interests in Austar United Communications and unwind of an associated joint venture with John Malone's Liberty Global Inc; CFO Awards - 2006 Private Equity Deal of the Year. 

Castle Harlan Australian Mezzanine Partners’ acquisition of Austar United Communications by Chapter 11 reorganization of United Australia Pacific Inc and related follow-on bid for Austar.

FUNDS MANAGEMENT

Australian Reward Investment Alliance (formerly Commonwealth Superannuation Scheme and Public Sector Superannuation Scheme) in relation to its acquisition of minority investments in Commonwealth Property Fund (total fund size of A$800 million).

pRIVATISATION AND 
INFRASTRUCTURE

Ontario Teachers Pension Plan Board in relation to its A$400 million reset convertible note subscription in Macquarie Infrastructure Group (MIG) for the Western Sydney Orbital toll road infrastructure project, and the subsequent conversion of those notes into MIG securities.

Lead adviser to Asia Pacific Transport Consortium on Adelaide-Darwin rail infrastructure project (A$1.5 billion).

Competition and 
trade practices

Transurban Group in gaining ACCC merger clearance for Transurban's acquisition of Sydney Roads Group, and thereby becoming the owner/operator of most of Sydney's toll roads.

SingTel Optus in gaining ACCC approval for its content supply agreement with Foxtel, and advising SingTel Optus on, and acting for it in, the C7 proceedings brought by Seven Network. 

Acting for the Australian Competition & Consumer Commission as corporate counsel in relation to some of Australia’s highest profile mergers and acquisitions in recent times, including Toll Holding’s acquisition of Patrick and subsequent demerger of Asciano and Asciano Trust, and Alinta's merger with AGL.

 

 

Corporate  governance 
AND compliance



HOSPITALITY AND
TOURISM

Advising the independent directors of Galileo Funds Management as the responsible entity of Galileo Shopping Amercia Trust on their directors’ duties arising from the proposed acquisition of Galileo Funds Management by Centro Property Group.


EIH (Oberoi) on hotel, acquisitions, development projects, joint ventures and management contracts in Asia, USA, Europe, Middle East and Africa.

Acting in relation to the sale of The Windsor Hotel, Melbourne.

Negotiation of international hotel management contracts for various owners with Hyatt, Hilton, Four Seasons, Fairmont, Intercontinental and other hotel chains.

NATURAL RESOURCES

Inco (now CVRD Inco) in relation to acquisition of interests in the Kalgoorlie Nickel Project with Heron Resources. 

RAG Coal International in relation to the sale of its Australian coal interests, and in relation to its acquisition of Thiess’ interest in North Goonyella Coal Mine and associated mining contracts valued at A$300 million.

Sumitomo Corporation in relation to its acquisition of Xstrata's interests in the Oaky Creek, Newlands, Collinsville, Abbott Point and Rolleston projects.

TransCanada International and Petronas on their acquisition of a major interest in the Moomba to Sydney pipeline from the Australian Government.

 

 

TAX

Advising James Hardie Industries NV (together with PwC) in relation to the tax aspects of its A$3.5 billion compensation deal with the NSW Government.

Ongoing advice to Ontario Teachers Pension Plan in relation to its infrastructure investments in Australia.

News Corporation international tax structuring on formation of WorldSkyB and Healtheon, and establishment and floatation of Fox Entertainment Group.

IT&T

SingTel Optus in relation to it obtaining a licence from FOXTEL for the distribution of FOXTEL content on its cable pay TV service.

Television and Radio Broadcasting Services in relation to renewal of its apparatus licences, their conversion into spectrum licences and their eventual disposal to Austar.

Allen & Buckeridge IT Venture Funds on their internet, software and other IT investments, including in Bluegum Group, VaST Systems Corporation, Grange Systems, Loyalty Magic, Authentic8 Corporation, 80-20 Software, QuickSmart Online, Torson Group, Micro Forte, Southrock Software, eChoice, Vertical Markets, Wishlist and Next Generation Entertainment.