First State Super
Gresham advised First State Super on its acquisition of the land titles and registry functions of Land Use Victoria for a term of 40 years.
Independent Advisor to the Telstra Board in relation to Telstra’s major strategic reset (the ‘Telstra2022 Strategy’).
Sustainable Energy Infrastructure, a consortium led by Whitehelm Capital, has agreed to acquire a portfolio of embedded generation and CNG refuelling sites from AGL. Gresham acted as financial advisor to Whitehelm Capital.
Gresham advised Wesfarmers on the sale of Curragh coal mine to Coronado Coal for A$700m plus a two year upside sharing mechanism.
Gresham acted as joint advisor to Lendlease in relation to the sale of a 25% stake in its Retirement Living business to APG Asset Management.
Lendlease Retirement Living is Australia’s largest provider of retirement living accommodation.
Gresham acted as financial advisor to OneFortyOne Plantations on the acquisition of Nelson Forests from Global Forest Partners.
Nelson Forests is a vertically integrated plantation and mill business with over 60,000 productive hectares in the Nelson/Marlborough region of New Zealand.
Gresham acted as financial advisor to PF Olsen on the sale of the Project Lyall softwood estate.
The estate comprised approximately 11,000 ha of freehold land with approximately 5,000 ha of softwood plantations located in New South Wales.
Gresham is advising KKR on the announced $695m acquisition of the listed Pepper Group, one of Australia’s leading non-bank financial institutions.
Gresham advised Quadrant Private Equity and minority shareholders of Zip Industries on the sale of the company to the Culligan International Group (owned by Advent International) for circa $550m.
Zip Industries is the leading Australian designer and manufacturer of instant boiling water dispensers and other water solution with significant market shares in Australia and the UK.
Gresham advised PMP Limited on its successful scrip merger with IPMG Group, a print and digital services provider.
Southern Cross Electrical Engineering
Gresham advised Southern Cross Electrical Engineering on its acquisition of Heyday5, a leading east coast electrical contractor in the commercial and infrastructure markets.
Gresham acted as joint advisor to DUET Group in relation to the announced $13bn acquisition by the consortium comprising Cheung Kong Infrastructure Holdings Limited, Cheung Kong Property Holdings Limited and Power Assets Holdings Limited.
H-E Parts International
Gresham served as financial advisor to CHAMP Ventures and Frontenac in relation to the divestment of H-E Parts International to Hitachi Construction Machinery for a total consideration of US$240m.
H-E Parts International is the largest independent global provider of aftermarket parts, components and solutions for the mining, construction and energy sectors.
Through a strategic alliance, Gresham partnered with Robert W. Baird on this transaction.
Gresham acted for the Western Australian Treasury and Keystart on the sale of a $1.35 billion mortgage portfolio to Bendigo and Adelaide Bank.
Port of Melbourne
Gresham advised the successful consortium comprising the Future Fund, QIC, Global Infrastructure Partners (GIP) and Borealis/OMERS on the A$9.7bn acquisition of the 50-year lease of Australia’s largest container port, the Port of Melbourne.
Gresham advised Bain Capital on their acquisition of a controlling interest in leading childcare provider, Only About Children. Bain Capital acquired the business from the founder, Brendan McAssey. He will retain a minority position.
Gresham advised the controlling shareholder on the sale of a majority interest in The North Australian Pastoral Company to QIC.
The transaction involved formal cash and scrip offers to all shareholders, and a broader restructure of the group into an operating company and property trust.
Advised Nanshan on a $437m investment in Virgin Australia including the purchase of 19.98% equity stake from Air NZ.
Gresham acted as financial advisor to RESIMAC on its merger with Homeloans to create one of Australia’s largest non-bank lenders with an equity valuation of $193m.
Gresham sold certain assets of Midwest Vanadium on behalf of the company’s Receivers, McGrathNicol.
The assets sold primarily comprised the Windimurra vanadium project in Western Australia. The Receivers were appointed by noteholders owed US$335 million plus interest.
Global Forest Partners LP
Gresham acted as financial advisor on the sale of Murray River Forests on behalf of one of the oldest and largest timberland investment managers, Global Forest Partners LP.
The estate comprised approximately 7,500 ha of freehold land with over 5,000 ha of softwood plantations in the Murray Valley region of southern New South Wales.
Lead Independent financial adviser to the Board of BHP Billiton on the A$12bn demerger of South32.
Dun & Bradstreet
Gresham advised Dun & Bradstreet on the $220m sale of its Australian and New Zealand businesses to Archer Capital.
Gresham advised Japan Post on strategic global expansion through the completed acquisition of Toll Holdings.
Toll Holdings will become part of the Japan Post Group, a powerhouse Asian-based organisation that is one of the leading postal and logistics companies in the world, with aspirations after this transaction to become a top five player in global logistics.
Advised Lend Lease in relation to various aspects of the Barangaroo South development project.
McKenzie Aged Care Group
Gresham advised McKenzie Aged Care Group on the successful acquisition of a portfolio of aged care facilities from Embracia.
The portfolio comprised seven aged care facilities and two retirement villages, making McKenzie one of the top ten for-profit aged care operators in Australia.
Gresham acted as sole financial advisor to McKenzie on the acquisition and associated funding of the transaction.
Treasury Group Limited
Gresham advised Treasury Group Limited in relation to their sale of asset management boutique RARE Infrastructure to Legg Mason for total consideration of approximately $200m.
Advised the shareholders of Bombora Technologies (owner of the AusRegistry domain name registry business) on the sale of the company to Neustar for $118.5m.
Sale adviser to Sensis in relation to the divestment of its Location & Navigation mapping business to TomTom.
Forest Enterprises Australia Limited
Gresham acted as sale advisor on the sale of the forestry assets of Forest Enterprises Australia Limited on behalf of its Receivers and banking group.
The estate comprised approximately 98,000 ha of freehold land and over 46,200 ha of hardwood plantations across Tasmania, New South Wales, Queensland and the Northern Territory.
The majority of forestry assets were acquired by a global timberland investment management firm.
Gresham was engaged by McGrathNicol, the Administrators of Nexus Energy, to undertake a sale process for the company and its assets. Nexus Energy Limited was ultimately acquired by Seven Group Holdings Limited for $221 million.
The transaction was effected via a Deed of Company Arrangement that required ASIC relief from the takeovers provisions and leave of the Court under section 444GA of the Corporations Act to enable the shares to be transferred to the purchaser. This marked the first time in Australia that a 100% acquisition of a listed, takeovers-regulated company has been achieved through an insolvency process using the novel section 444GA path.
Gresham advised Woodside on its negotiations with Shell in relation to a partial exit of Shell’s equity position.
Bank of Queensland
Gresham acted as exclusive financial advisor to Bank of Queensland in its acquisition of Investec Bank Australia Limited to form BoQ Specialist. BoQ Specialist focuses on the provision of distinctive banking services for professionals. Transaction size was $440 million.
Advised David Jones on its $2.15bn sale to South African based retail group Woolworths.
Gresham acted as exclusive financial advisor to Resimac on the acquisition of the RHG loan book.
Treasury Group Limited
Gresham advised Treasury Group on its merger with Northern Lights Capital Group, creating an international multi-boutique asset management group with funds under management of A$49.6bn.
The merger was completed via a new Australian trust, with Treasury Group entitled to a 61% economic interest in the trust.
Ruralco Holdings Limited
Gresham advised Ruralco on its acquisition of Total Eden.
Total Eden is a leading retailer of sustainable water solutions and has specialist capabilities in the design, construction and operation of end to end water systems.
Gresham advised leading US based private equity firm, Platinum Equity, on its successful acquisition of a 70% interest in Telstra’s directories business, Sensis (A$454m).
Platinum Equity is a leading global private equity firm with a highly specialised focus on business operations and 18 years of success in acquiring and operating businesses which have been part of large corporate entities. Platinum Equity will operate Sensis as a separate entity, giving it the focus it needs to extend and enhance customer offerings in the digital world.
Gresham acted as sole financial advisor to Platinum Equity.
Gresham advised the founding shareholder of Zip Industries on the sale of a majority stake in the company to Quadrant Private Equity.
Established 50 years ago, Zip Industries manufactures instant boiling water units in Australia and the UK and distributes and services an installed base of more than 300,000 such appliances.
Wesfarmers Insurance Broking and Premium Funding operations
Gresham acted as financial advisor to Wesfarmers on the sale of its insurance broking and premium funding operations for $1.02bn.
The insurance broking businesses comprised OAMPs in Australia and the United Kingdom and Crombie Lockwood in New Zealand.
The insurance broking businesses were acquired by NYSE listed Arthur J Gallagher & Co.
Wesfarmers Insurance Underwriting
Gresham acted as financial advisor to Wesfarmers on the sale of its insurance underwriting businesses for $1.845bn.
The insurance underwriting businesses include Lumley and WFI in Australia and New Zealand along with a 10 year distribution agreement for Coles insurance.
The insurance underwriting businesses were acquired by IAG Limited.
Boral Limited successfully divested its non-core Dowell windows business to a private investor.
Dowell is one of Australia’s largest window fabricators focussed on the residential market, with over 500 employees operating across Australia.
Gresham acted as sole financial advisor to Boral Limited.
Gresham advised Boral Limited on its joint venture with USG Corporation, forming a world-leading plasterboard and ceilings business in Asia, Australasia and the Middle East.
The US$1.6bn JV will have operations across 12 countries and combines USG's leading technologies with Boral's manufacturing and distribution footprint in Asia and Australia.
Gresham acted as exclusive financial advisor to the Board of Duet Group in relation to the internalisation of management at Duet. This transaction resulted in the separation of Duet from external management provided by Macquarie and AMP.
Gresham acted as financial advisor to Gresham Private Equity on the sale of Witchery Group to Country Road for $172 million.
Witchery Group is a leading Australian fashion retailer made up of the Witchery, Mimco, WitcheryMan and WitcheryKids brands.
Country Road, an ASX-listed subsidiary of Woolworths Holdings Limited (South Africa), acquired the Witchery Group in October 2012. The transaction created one of Australia’s largest specialty fashion retailers with leading complementary brands in the mid to upper tier specialist retail sector.
Ontario Teachers' Pension Plan
Gresham advised Ontario Teachers’ Pension Plan (OTPP) on the aviation asset swap with MAp Group (Sydney Airport). OTPP swapped its $1.7 billion stake in MAp for interests in Brussels and Copenhagen airports.
Advisor to Foster's on the demerger of Treasury Wine Estates which had a book value of approximately $3.0 billion.
Treasury Wine Estates comprised the global wine assets of Foster's.
The demerger was effected via a scheme of arrangement and capital reduction which required Foster's shareholder approval.
Gresham advised the Board of Telstra in relation to the negotiations with the Commonwealth of Australia and NBN Co on the foundation agreements for the Australian National Broadband Network (NBN).
Lend Lease Corporation
Advisor to Lend Lease on the acquisition of Valemus for $1.06 billion.
Valemus was wholly owned by Bilfinger Berger AG of Germany.
Valemus' businesses comprised of two construction companies being Abigroup and Baulderstone and a services business called Conneq.
Gresham acted as independent advisor to Prime Infrastructure (Prime) in relation to the proposed acquisition of Prime by Brookfield Infrastructure Partners L.P. (BIP).
The merger created a leading global infrastructure company with a market capitalisation exceeding US$2.5 billion.
The transaction was implemented by way of a Scheme of Arrangement. Brookfield Infrastructure also made a concurrent Takeover Offer for Prime. The Takeover Offer was to proceed only if the Scheme of Arrangement failed and was not subject to any minimum acceptance threshold.
The transaction was subject to regulatory approvals in Australia, New Zealand, Europe and the United States, Court approval in Australia, and approval of holders of a majority of Brookfield Infrastructure units. The transaction followed Prime Infrastructure’s (formerly Babcock & Brown Infrastructure) A$1.8 billion recapitalisation and restructure in 2009 (on which Gresham also advised).
Gresham was defence advisor to Wattyl Limited in relation its acquisition by the US-listed Valspar Corporation in September 2010.
Wattyl is a manufacturer of paint and coatings with a strong retail network across Australia and New Zealand. After receiving an initial proposal at $1.30 per share, the Wattyl Board unanimously recommended the acquisition at $1.67 in cash. The transaction was completed by Scheme of Arrangement and provided Wattyl shareholders a 113% premium to the closing price of Wattyl shares prior to announcement of receipt of a proposal.
Energy Metals Ltd
Advisor to Energy Metals on its proportional takeover offer by China Guandong Nuclear Power Company.
Gresham advised Energy Metals Ltd on the recommended proportional takeover by China Guandong Nuclear Power Company (CGNPC).
CGNPC acquired control of Energy Metals in December 2009, and underwrote a subsequent $12 million rights issue which was completed in March 2010.
At $99 million, the combined offer and recapitalisation represents the single largest investment by Chinese interests into the uranium sector in Australia to date.
BHP Billiton Limited
Advisor to BHP Billiton on the disposal of the Yabulu Nickel Refinery.
Gresham advised BHP Billiton on the disposal of the Yabulu Nickel Refinery as part of a strategic option study.
Queensland Nickel's Yabulu Refinery has been operational for more than 35 years and following a decision to divest.
Gresham originally advised Billiton on the acquisition of QNI Limited, the owner of the refinery in 1997.
Gresham advised IOOF Holdings Limited on its acquisition of Australian Wealth Management Limited via a scheme of arrangement.
Post the acquisition, IOOF shareholders owned 30% of the new company and Australian Wealth Management shareholders owned 70%.
The transaction created a leading independent wealth management group with interests across the entire wealth management value chain valued at $700 million (at time of announcement).
Gresham advised BG Group plc on its $1.0 billion takeover offer for Pure Energy. The BG cash offer for all the shares in Pure Energy was unanimously recommended by the Pure Energy independent directors.
BG secured a pre-bid stake of approximately 10% in Pure Energy and successfully acquired all the shares in Pure Energy in a competitive bidding process.
Gresham, together with China International Capital Corporation (CICC), advised Guangong Rising Assets Management (GRAM) on its 19.9% cornerstone investment in PanAust.
GRAM, a Chinese state-owned entity, is an asset investment company with interests in a variety of sectors including metals and mining, electronics, hotels and resorts, and construction. GRAM had consolidated total assets of over US$6.5 billion (December 2008).
GRAM's cornerstone investment in PanAust coincided with an institutional placement and non-renounceable entitlements offer to ordinary PanAust ordinary shareholders, raising a total of $358 million in new equity. GRAM's investment in PanAust included a A$180 million initial placement followed by a top-up placement of $35 million to maintain its 19.9% equity interest in PanAust following the equity offer. GRAM received one Board seat following completion of the transaction.
AsiaMoney 2007 M&A Deal of the Year
FinanceAsia 2007 Best M&A Deal
Gresham advised Wesfarmers on its acquisition of Coles Group Limited by Scheme of Arrangement. The transaction involved a combination of cash and Wesfarmers shares, and valued Coles at approximately $20 billion.
Coles is Australia's second largest retailer, with businesses in supermarkets, general merchandise, liquor, fuel and convenience, and office supplies.
Coles began an ownership review process in February 2007, which involved a number of international private equity funds and retailers.
Gresham, along with co-advisers Macquarie Bank, advised Wesfarmers on all aspects of the transaction, including stake building, structuring, valuation and bid strategy.
Wesfarmers originally submitted a non binding proposal in April 2007, after securing voting rights over 12.6% of Coles shares. Following due diligence, Wesfarmers prepared a revised offer for the Coles Board, comprising a combination of shares and cash. The offer was recommended by the Coles Board in July 2007, and was enhanced in September 2007 through the introduction of Wesfarmers Partially Protected Shares (WPPS), which provide a level of downside price protection in relation to half of the share component of the offer.
The transaction received the required shareholder and court approvals in November 2007.
Pacific Equity Partners & Merrill Lynch Global PE
Gresham advised Pacific Equity Partners and Merrill Lynch Global Private Equity on the $1.0 billion acquisition on Veda Advantage via a scheme of arrangement representing one of the largest public to private deals in Australia at that time. The cash offer was unanimously recommended by all the Veda Advantage independent directors.
The Campbell Group LLC
Gresham acted as sole financial advisor to a consortium managed by leading US-based timberland investment manager, The Campbell Group, LLC and backed by Australia’s Future Fund on the acquisition of three forward rotations of the South Australian Government’s Green Triangle forest plantations for A$670 million.
The Campbell Group, LLC is a vertically integrated, full-service timberland investment advisory firm that acquires and manages timberland on behalf of investors – the firm is one of the largest timberland investment managers in the world, managing over 3.25 million acres representing approximately US$5.8 billion in timberland assets, across the United States and Australia.
The South Australian Government’s forward rotations represent one of the highest quality softwood plantation assets in the Australasian region. The transaction is the largest forestry transaction completed in Australia to date.
Lend Lease Corporation (Primelife)
Gresham advised Lend Lease on its privatisation of the ASX listed vehicle, Lend Lease Primelife Group (Primelife). Primelife is one of Australia's largest integrated owners, operators and developers of senior living communities.
The acquisition was effected by a scheme of arrangement and trust scheme that required Primelife securityholder approval and court approval.
The transaction followed Lend Lease's $195 million recapitalisation and restructure of Primelife in 2008 (on which Gresham also advised).