With over 20 years' experience as a corporate adviser to some of Australia's leading companies,  Andrew Hay is skilled across a wide range of experience in corporate and securities law, including insolvency and financial services. 

His corporate and securities experience helps clients with their mergers and acquisitions (private and public), capital raisings, floats/IPOs, corporate structuring and restructures, international and cross-border transactions, joint ventures, corporate governance and administration, ASX listing rule compliance, executive and employee incentive plans, directors' duties and general corporate advice.

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Expertise

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Corporate / M&A

Amami Gakuen: Andrew advised Japanese child care provider on acquisition of Australian child care business from Ramsay Bourne.

Anglo American: Andrew advised on the proposed sale of a portion of the Grosvenor coal resources.

CEC Group Limited: Andrew advised CEC on its joint venture with Abacus Funds Management and acquisition of Matson Plaza Hotel, Cairns.

Collins Foods: Andrew advised on its acquisition of KFC franchises in WA and NT from Competitive Foods.

GWA Group: Andrew advised on the divestment of Rover and acquisition of Brivis.

HFA Holdings Limited: Andrew advised HFA Holdings on its merger with Lighthouse Funds group.

Ivernia Inc: Andrew advised this Canadian listed company on the acquisition of its JV partners' 49 percent interest in the Magellan lead mine in WA.

Joy Global: Andrew advised this US heavy machinery company on global restructure of group.

Kagome: Andrew advised this Japanese public company on acquisition of tomato farming business in northern Victoria ($100m).

Kaneka Corporation: Andrew advised this Japanese public company on acquisition of Australian food manufacturing business.

Mastermyne Group: Andrew advised on a number of bolt-on acquisitions in 2008 and 2010.

MFS Group: Andrew advised on the MFS Group's acquisition of SunKids group which owns and operates child care centres from Sunland Group Limited and the SunLeisure assets from Sunland Group Limited.

QCL Limited: Andrew advised on in its merger with Australian Cement to form Cement Australia.

QM Technologies Limited: Andrew advised in the takeover offer by Computershare.

Queensland Motorways Limited: Andrew advised Queensland Government in relation to the sale of Queensland Motorways Limited.

SFG Australia/Shadforth Financial Group: Andrew advised this listed company on its formation in 2008, its reverse takeover of Snowball Financial Group ($200m) in 2011 and a series of bolt-on acquisitions in 2011 and 2012.

Smiths Aerospace Australia: Andrew advised on its acquisition of avionics company in Australia and its corporate restructure.

Sunshine Gas:
Andrew advised Sunshine Gas on its takeover by British Gas.

Transpacific Industries Limited and CHAMP Private Equity: Andrew advised on their joint bid for Cleanaway and the Brambles Industrial Services businesses.

Transpacific Industries Group Limited: Andrew advised Transpacific on the following M&A matters:

  • Waste Management New Zealand (2006) – NZ scheme of arrangement
  • $240 million takeover of Baxter Group (2006) – public takeover
  • $155.5 million acquisition of Twigg Group (2007) – private treaty share and business acquisition
  • $1.25 billion acquisition of BIS Cleanaway Group (2007) – private treaty share acquisition

Equity Capital Markets / IPOs

Brisbane Airport Corporation: Andrew advised on a number of equity capital raising measures and general corporate advisory matters.

HFA Holdings Limited: Andrew advised on placement and rights issue to fund the Lighthouse merger.

IPOs: Andrew has advised a range of companies in preparation for the initial public offering including Tlou Energy, Westside Corporation, Mastermyne Group, Early Learning Services, Transpacific Industries Group, Wotif.com, Virgin Blue Airlines, CEC Group, Billabong and UniTAB (now part of Tatts Group).

Ivernia Inc: Andrew advised on capital raising in Canada to fund acquisition of Magellan lead mine interest.

Queensland Treasury:
Andrew advised on capital raising venture by Australian Magnesium Corporation Limited to fund the development of the Stanwell magnesium project.

Transpacific Industries Group: Andrew advised on advised Transpacific on the following ECM matters:

  • IPO in 2005;
  • convertible notes issue and listing on Singapore SX;
  • recapitalisation and investment by Warburg Pincus (US private equity fund) in 2009 ($880m); and
  • refinancing in October 2011 consisting of a $1.525bn syndicated bank facility, fully underwritten entitlement offer ($230m) and buy back of Convertible Notes which was listed on the Singapore SX.

Transpacific SPS Trust: Andrew advised on establishing a special purpose funding trust and its IPO.

Joint ventures

New ventures:
Andrew advised on the establishment, restructure or joint ventures involving the following entities Bechtel Australia, Collins Foods, Integrated Logistics Company, Joy Global, Resource Coordination Partnership (RCP), Safe Places, Sugar Terminals, Transaminvest, Vale.

Queensland Treasury: Andrew advised on proposed joint venture between QTC and Local Government Association of QLD.

Shareholder/Joint Venture Agreements: Andrew advised on shareholder/joint venture agreements associated with Australian Cement Holdings, Collins Foods, CQUniversity, Financial Technology Securities, HFA Holdings, Integrated Logistics Company, Magellan Metals, Mastermyne Group, RACQ, Rowland, Shadforth Financial Group, TGA Pastry, Virgin Blue Airlines.

See Corporate / M&A

Mergers and Acquisitions

Amami Gakuen: Andrew advised Japanese child care provider on acquisition of Australian child care business from Ramsay Bourne.

Anglo American: Andrew advised on the proposed sale of a portion of the Grosvenor coal resources.

Collins Foods: Andrew advised on its acquisition of KFC franchises in WA and NT from Competitive Foods.

GWA Group: Andrew advised on the divestment of Rover and acquisition of Brivis.

HFA Holdings Limited: Andrew advised HFA Holdings on its merger with Lighthouse Funds group.

Ivernia Inc: Andrew advised this Canadian listed company on the acquisition of its JV partners' 49 percent interest in the Magellan lead mine in WA.

Kagome: Andrew advised this Japanese public company on acquisition of tomato farming business in northern Victoria ($100m).

Kaneka Corporation: Andrew advised this Japanese public company on acquisition of Australian food manufacturing business.

Mastermyne Group: Andrew advised on a number of bolt-on acquisitions in 2008 and 2010.

MFS Group: Andrew advised on the MFS Group's acquisition of SunKids group which owns and operates child care centres from Sunland Group Limited and the SunLeisure assets from Sunland Group Limited.

QCL Limited: Andrew advised on in its merger with Australian Cement to form Cement Australia.

QM Technologies Limited: Andrew advised in the takeover offer by Computershare.

Queensland Motorways Limited: Andrew advised Queensland Government in relation to the sale of Queensland Motorways Limited.

SFG Australia/Shadforth Financial Group: Andrew advised this listed company on its formation in 2008, its reverse takeover of Snowball Financial Group ($200m) in 2011 and a series of bolt-on acquisitions in 2011 and 2012.

Smiths Aerospace Australia: Andrew advised on its acquisition of avionics company in Australia and its corporate restructure.

Sunshine Gas: Andrew advised Sunshine Gas on its takeover by British Gas.

Transpacific Industries Limited and CHAMP Private Equity: Andrew advised on their joint bid for Cleanaway and the Brambles Industrial Services businesses.

Transpacific Industries Group Limited: Andrew advised Transpacific on the following M&A matters:

  • Waste Management New Zealand (2006) – NZ scheme of arrangement
  • $240 million takeover of Baxter Group (2006) – public takeover
  • $155.5 million acquisition of Twigg Group (2007) – private treaty share and business acquisition
  • $1.25 billion acquisition of BIS Cleanaway Group (2007) – private treaty share acquisition

See Mergers and Acquisitions

Equity Capital Markets / IPOs

Brisbane Airport Corporation: Andrew advised on a number of equity capital raising measures and general corporate advisory matters.

HFA Holdings Limited: Andrew advised on placement and rights issue to fund the Lighthouse merger.

IPOs: Andrew has advised a range of companies in preparation for the initial public offering including Tlou Energy, Westside Corporation, Mastermyne Group, Early Learning Services, Transpacific Industries Group, Wotif.com, Virgin Blue Airlines, CEC Group, Billabong and UniTAB (now part of Tatts Group).

Ivernia Inc: Andrew advised on capital raising in Canada to fund acquisition of Magellan lead mine interest.

Queensland Treasury: Andrew advised on capital raising venture by Australian Magnesium Corporation Limited to fund the development of the Stanwell magnesium project.

Transpacific Industries Group: Andrew advised on advised Transpacific on the following ECM matters:

  • IPO in 2005;
  • convertible notes issue and listing on Singapore SX;
  • recapitalisation and investment by Warburg Pincus (US private equity fund) in 2009 ($880m); and
  • refinancing in October 2011 consisting of a $1.525bn syndicated bank facility, fully underwritten entitlement offer ($230m) and buy back of Convertible Notes which was listed on the Singapore SX.

Transpacific SPS Trust: Andrew advised on establishing a special purpose funding trust and its IPO.

See Equity Capital Markets / IPOs

Capital Markets and Securities

Brisbane Airport Corporation: Andrew advised on a number of equity capital raising measures and general corporate advisory matters.

HFA Holdings Limited: Andrew advised on placement and rights issue to fund the Lighthouse merger.

IPOs: Andrew has advised a range of companies in preparation for the initial public offering including Tlou Energy, Westside Corporation, Mastermyne Group, Early Learning Services, Transpacific Industries Group, Wotif.com, Virgin Blue Airlines, CEC Group, Billabong and UniTAB (now part of Tatts Group).

Ivernia Inc: Andrew advised on capital raising in Canada to fund acquisition of Magellan lead mine interest.

Queensland Treasury: Andrew advised on capital raising venture by Australian Magnesium Corporation Limited to fund the development of the Stanwell magnesium project.

Transpacific Industries Group: Andrew advised on advised Transpacific on the following ECM matters:

  • IPO in 2005;
  • convertible notes issue and listing on Singapore SX;
  • recapitalisation and investment by Warburg Pincus (US private equity fund) in 2009 ($880m); and
  • refinancing in October 2011 consisting of a $1.525bn syndicated bank facility, fully underwritten entitlement offer ($230m) and buy back of Convertible Notes which was listed on the Singapore SX.

Transpacific SPS Trust: Andrew advised on establishing a special purpose funding trust and its IPO.

See Capital Markets and Securities

Capital Management

Brisbane Airport Corporation: Andrew advised on a number of equity capital raising measures and general corporate advisory matters.

HFA Holdings Limited: Andrew advised on placement and rights issue to fund the Lighthouse merger.

IPOs: Andrew has advised a range of companies in preparation for the initial public offering including Tlou Energy, Westside Corporation, Mastermyne Group, Early Learning Services, Transpacific Industries Group, Wotif.com, Virgin Blue Airlines, CEC Group, Billabong and UniTAB (now part of Tatts Group).

Ivernia Inc: Andrew advised on capital raising in Canada to fund acquisition of Magellan lead mine interest.

Queensland Treasury: Andrew advised on capital raising venture by Australian Magnesium Corporation Limited to fund the development of the Stanwell magnesium project.

Transpacific Industries Group: Andrew advised on advised Transpacific on the following ECM matters:

  • IPO in 2005;
  • convertible notes issue and listing on Singapore SX;
  • recapitalisation and investment by Warburg Pincus (US private equity fund) in 2009 ($880m); and
  • refinancing in October 2011 consisting of a $1.525bn syndicated bank facility, fully underwritten entitlement offer ($230m) and buy back of Convertible Notes which was listed on the Singapore SX.

 Transpacific SPS Trust:  Andrew advised on establishing a special purpose funding trust and its IPO.

See Capital Management

Corporate Governance

Brisbane Airport Corporation:  Andrew advised on a number of equity capital raising measures and general corporate advisory matters.

See Corporate Governance

Governance and Compliance

Brisbane Airport Corporation:  Andrew advised on a number of equity capital raising measures and general corporate advisory matters.

See Governance and Compliance

International Services

See International Services

Private Equity

Amami Gakuen: Andrew advised Japanese child care provider on acquisition of Australian child care business from Ramsay Bourne.

Ivernia Inc: Andrew advised this Canadian listed company on the acquisition of its JV partners' 49 percent interest in the Magellan lead mine in WA.

Transpacific Industries Limited and CHAMP Private Equity: Andrew advised on their joint bid for Cleanaway and the Brambles Industrial Services businesses.

Brisbane Airport Corporation:  Andrew advised on a number of equity capital raising measures and general corporate advisory matters.

See Private Equity

Funds Management

Bank of Queensland: Andrew advised on establishment of wealth management businesses including advice on Chapter 7 matters, licensing issues for BOQ subsidiaries, and investment management agreements relating to treasury services.

HFA Asset Management: Andrew advised on the establishment of its conservative, diversified and international funds, and the roll over of PDSs in relation to its funds.

MFS Group: Andrew advised on the establishment of its Resort Asset Fund as a stapled security product which included the Break Free assets, and the establishment of its Dynamic Equity Growth Fund.

Public Trustee of Queensland: Andrew advised on the Public Trustee's custodian and trustee arrangements with City Pacific, Clarence Property Corporation, MFS/Octaviar, BRB Capital, Silver Chef, Primelife Corporation, First Capital and Asset Loans in relation to various debenture and unsecured note issues. He also advised on contractual arrangements with a number of custodians.

QIC: Andrew advised on the establishment of its Queensland BioTechnology Fund.

Virgin Blue: Andrew advised on the FSR aspects of the Velocity rewards card.

See Funds Management

Agribusiness

Kagome: Andrew advised this Japanese public company on acquisition of tomato farming business in northern Victoria ($100m).

Kaneka Corporation: Andrew advised this Japanese public company on acquisition of Australian food manufacturing business.

See Agribusiness

Knowledge

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