Andrew Hay

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Corporate / M&A

Public M&A experience

Schemes of Arrangement

• GWA Group: advised ASX listed company on its acquisition of Methven Limited, an NZSX listed company by way of a scheme of arrangement under NZ law (2019-20).
• Nippon Paint Co. Ltd: advised TSX listed company on its $3.8b acquisition of DuluxGroup by way of a scheme of arrangement (2019-20).
• Child Care Centres Australia: advised ASX listed company on its $100m divestment by way of scheme of arrangement.
• Diversified Mining Services: acted on demerger of its Coaltrams business by way of its scheme of arrangement.
• Japan Post Co., Ltd: acted for this Japanese entity on its $6.5b acquisition of Toll Holdings to create world's 5th largest logistics group (2015-16).
• Nomura Research Institute: acted on its $340m public acquisition of ASG Group, an Australian IT services company (2016-17) by way of scheme of arrangement.
• QT Mutual Bank:  assisted in acting for the bank in its acquisition by RACQ (2016)
• SFG Australia: lead partner advising ASX listed company on its acquisition of WHK Group (finally proceeded by way of a public takeover).
• Tatts Group: assisted ASX listed company with its $11.8b merger with TabCorp, specifically dealing with regulatory matters with ASIC (2018-19).
• The Rock Building Society Limited:  acted for ASX listed company on its merger with MyState Financial by way of a scheme of arrangement.
• Transpacific Industries Group (now Cleanaway): lead partner advising ASX listed company on acquisition of Waste Management New Zealand (top 5 listed New Zealand company) by way of a merger (NZ scheme of arrangement) ($870m).  [Winner of International Law Deal of the Year in Australia]
• Wotif.com: lead partner advising ASX listed company on its $733m merger with Expedia Inc. (US listed company) by way of a scheme of arrangement (2014-15).

Bidder – Takeover

• SFG Australia/Shadforth Financial Group: lead partner advising on its reverse takeover of Snowball Financial Group ($210m), in order to list the group on ASX.  These companies are now part of the IOOF group.
• SFG Australia: lead partner advising ASX listed financial services company on its takeover of WHK Group (did not complete)
• SFG Australia: lead partner advising ASX listed financial service company on its takeover of Plan B (did not complete)
• Transpacific Industries Group: lead partner advising on acquisition of the Baxter Group ($240m) by way of a public takeover.

Target – Takeover

• QM Technologies: advised ASX listed company on its public takeover by Computershare.
• Sunshine Gas:  advised ASX listed company on its public takeover by British Gas.

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Other large and complex M&A experience

• Collection House Limited: acting for ASX listed company on its recapitalisation and associated matters (2020).
• Morgans Holdings Australia Limited: lead partner for its acquisition of the financial advisory arm of the Commonwealth Bank Australia (2020).
• Marel hf: lead partner acted for listed multi-national food processing company (listed in Iceland and The Netherlands) on its acquisition of an Aust and NZ software and hardware solutions business, focused on processing of meat, poultry and fish (protein) (2020)
• Amami Gakuen: advised Japanese child care provider on acquisition of Australian child care business from Ramsay Bourne.
• Anglo American: Advised on proposed sale of a portion of the Grosvenor coal resources.
• Collection House Limited: Advised ASX listed company on its acquisition of a 4.5% interest in Volt Corporation Limited.
• Collection House Limited: Advised ASX listed company on its acquisition of a Purchased Debt Ledger (PDL) book and some associated assets from ACM Group. 
• Collins Foods: lead partner for ASX listed company on acquisition of 40+ KFC franchises in Western Australia and the Northern Territory in addition to a capital investment and JV relating to start up business, Snag Stand (2014). Purchase of JV partner interest in Snag Stand (2016).
• Collins Foods: lead partner on acquisition of KFC stores in NSW and Victoria (2016).
• Collins Foods: lead partner on acquisition of KFC stores in Germany (2016) and The Netherlands (2017).
• Collins Foods: lead partner advising on acquisition of 28 KFC stores in Western Australia, Tasmania and South Australia for $110m. Funded through an equity raising ($44m) and debt finance ($69m) (2017).
• HFA Holdings Limited:  Advised HFA Holdings on its merger with Lighthouse Funds group.
• Public Trustee of Queensland:  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.
• SFG Australia/Shadforth Financial Group: 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.  Now this group is part of IOOF.
• CQUniversity: lead partner on acquisition of joint venture partner in international student management and services business. Advised on the establishment of its operations in Singapore and India. Advised on its merger with Central Queensland TAFE together with its enabling legislation.
• CS Energy: Advising CS Energy on corporate aspects of the proposed Solar Dawn 250 MW solar thermal project as well as the disposal of Sigma Processing Solutions to Alstom.
• Department of Science, Information Technology, Innovation and the Arts: lead partner advising the Queensland government (2014-15) on the sale of CITEC's ICT and Information Brokerage businesses ($50m).
• Elrose Brahman Stud: advised on restructure and capital injection by a Chinese company (2015) to foster expansion of business and export of beef.
• GWA Group: lead partner for ASX listed company on the acquisition of Brivis business (2010) and its divestment (2014). Andrew also advised on the sale of Rover Motor mowers business (2010), Dux hot water business (2014) and Gliderol garage doors business (2015).
• GWA Group: Advised GWA Group on the A$107m sale of its Door & Access business division to Allegion (2018)
• HFA Holdings and HFA Asset Management: lead partner advising for ASX listed financial services company on acquisition of US hedge fund group – Lighthouse Partners – and equity raisings to fund the acquisition (USD$260m) through a placement and rights issue.
• Ivernia Inc.: advised Canadian listed company on its acquisition of Magellan lead mine in Western Australia from private equity ($100m)
• Kagome: advised Japanese listed company on acquisition of tomato farming business in northern Victoria ($100m).
• LeisureCom Group: acted for Skybound Fidelis Investment Limited on its purchase by LeisureCom Group of Ecruising Pty Ltd (trading as Ecruising Travel) (2020).
• MFS Group: advised ASX listed company on their acquisition of SunKids group which owned and operated child care centres from Sunland Group Limited ($54 million). Also, advised on the acquisition of the SunLeisure assets from Sunland Group.
• Morgans Holdings Australia Limited: lead partner for the restructure and establishment of its WA financial advisory business (2019).
• Nissan Diesel Motor Co. Limited: advised on the acquisition of UD Trucks, including all acquisition documents and Foreign Investment Review Board (FIRB) approval.
• Palgrove: Advised cattle stud company on a capital injection and investment into the company by a NZ superannuation fund (2018-19).
• Pro Concrete Pumping: Advised Pro Concrete Pumping on its sale of its concrete pumping business to De Martin & Gasparini Concrete Placers Pty Ltd, a subsidiary of Boral (2019-20).
• Queensland Cement Limited: advised company on its merger with Australian Cement Holdings (Hanson and Rinker) to form Cement Australia.
• Queensland Motorways Limited: lead corporate partner advising Queensland Government on A$3.1 billion sale of Queensland Motorways Limited (2013) to private equity.
• Queensland Transport: lead partner for corporate aspects of the restructure of Queensland Rail.
• Queensland Treasury: advised Queensland Treasury on the proposed sale of Aviation Australia including the sale process, the pre due diligence phases and drafting of the agreement between the State and Aviation Australia.
• RACQ: Advised on joint venture with GIO Australia, the subsequent sale of a half interest to Suncorp together with the joint venture with Suncorp ($100 million), and the further subsequent re-purchase by RACQ of the half share owned by Suncorp. Also advised on the re-write of its constitution which was controversial.
• Smiths Aerospace Australia: advised Smiths PLC (UK listed company) on acquisition of an avionics company in Australia and its corporate restructure.
• Total Aviation Soloutions Holdings: Advised digEcor on its acquisition of Rockwell Calling Group inflight entertainment business and a restructure of the group.
• Transpacific Industries Group: lead partner advising ASX listed company on following large public transactions:

• acquisition of Twigg Group ($156m);
• acquisition of BIS Cleanaway Group ($1.25bn) from private equity.

• Valmont: lead partner for disposal of its subsidiary involved in the grinding media business (grinding scrap steel and other metals), which involved obtaining ACCC approval (2017-18).
• Western Cape Communities Trust: establishment of corporate governance structures and advice on various trust, corporate and commercial matters for indigenous trust situated at Weipa. This is the indigenous trust which receives royalties from Rio Tinto from Weipa bauxite mining together with monies from the Queensland government.
• Westside Corporation: advised company on investment by 2 foreign cornerstone investors prior to IPO.
• New Ventures: advised on establishment, restructure or joint venture of following entities Alsonex, Bechtel Australia, Evocca Colleges, Financial Technology Securities, Flexopack Australia, 4th Quarter Productions/Happen.com, HFA Holdings, Joy Global, Safe Places, Sugar Terminals, Transaminvest, Trisco Foods and Vale.
• Shareholder/Joint venture agreements: Advised the following clients – AEG Ogden/ ASM Global, Australian Cement Holdings, Bentleys, Brisbane Airport Corporation, Collins Foods, CQUniversity, GWA Group, Integrated Logistics Company, Magellan Metals, Mastermyne Group, Murphy Pipe & Civil/MPC Group, RACQ, Resource Coordination Partnership, Rowland, Salva Resources, Shadforth Financial Group/SFG Australia, Transpacific Industries Group, and Virgin Blue Airlines. 

See Corporate / M&A

Capital Markets and Securities

• IPOs: lead Partner advising a range of companies in preparation for and undertaking of an initial public offering on the ASX: 

• Billabong,
• CEC Grroup
• Early Learning Services (now G8 Education),
• Mastermyne Group,
• Tlou Energy,
• Transpacific Industries Group (now Cleanaway),
• UniTAB/TAB Queensland (now became part of Tatts Group and now TabCorp),
• Virgin Blue Airlines,
• Westside Corporation,
• Wotif.com

• Secondary Raisings: Transpacific SPS, Transpacific Convertible Notes listed on Singapore SX, Transpacific placement and entitlement offer, Transpacific warrants, HFA warrants, HFA placement and rights issue, GWA DRP and SPP, Senex Energy placement and SPP, Collins Foods placement and SPP, Collins Foods rights issue.
• Employee Incentive schemes:  Callaway, Collins Foods, GWA, Rakuten, SFG Australia, Transpacific, Virgin Airlines, Westside Corporation.

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Other experience

• Alsonex:  advised on capital raisings and other commercial matters for start up company developing its own drug for motor neuron disease (2018-20).
• Brisbane Airport Corporation: advised on a number of equity capital raising measures for its redeemable preference shares and other securities.
• Ceres Tag: advised on capital raisings and other corporate matters for this start-up ag-tech company (2019-20).
• Collection House Limited: acting for ASX listed company on its recapitalisation and associated matters (2020).
• Elrose Brahman Stud: advised on restructure and capital injection by a Chinese company (2015) to foster expansion of business and export of beef.
• GWA Group:  capital reduction, on market buy back and other capital management measures (2015, 2016)
• HFA Holdings and HFA Asset Management: advised on the issue of convertible notes to Apollo Global Management (US entity) and the group's recapitalisation in 2011 (USD$325m).
• HFA Holdings Limited: advised on placement and rights issue to fund the Lighthouse merger.
• Ivernia Inc: advised on capital raising in Canada to fund acquisition of Magellan lead mine interest.
• Mulpha: Sanctuary Cove Golf:  privatisation of Palms and Pines golf courses including the offer of convertible notes and issue of 2 prospectuses.
• Palgrove: advised cattle stud company on a capital injection and investment into the company by a NZ superannuation fund (2018-19).
• Queensland Investment Corporation: advised QIC to establish, and obtain Queensland Treasury's approval for, A$100 million venture capital fund for investment in biotechnology.
• Queensland Treasury: advised on capital raising venture by Australian Magnesium Corporation Limited to fund the development of the Stanwell magnesium project.
• Senex Energy:  placement and SPP to finance development of Cooper Basin gas reserves (2017)
• Transpacific Industries Group: 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: advised on establishing a special purpose funding trust and its IPO.
• Virgin Blue Airlines:  provided advice on various due diligence exercises, advised on joint ventures and service agreements, executive and employee incentive plans and general corporate advice.

See Capital Markets and Securities

Equity Capital Markets / IPOs

• IPOs: lead Partner advising a range of companies in preparation for and undertaking of an initial public offering on the ASX: 

• Billabong,
• CEC Grroup
• Early Learning Services (now G8 Education),
• Mastermyne Group,
• Tlou Energy,
• Transpacific Industries Group (now Cleanaway),
• UniTAB/TAB Queensland (became part of Tatts Group and now TabCorp),
• Virgin Blue Airlines,
• Westside Corporation,
• Wotif.com

• Secondary Raisings:Transpacific SPS, Transpacific Convertible Notes listed on Singapore SX, Transpacific placement and entitlement offer, Transpacific warrants, HFA warrants, HFA placement and rights issue, GWA DRP and SPP, Senex Energy placement and SPP, Collins Foods placement and SPP, Collins Foods rights issue.
• Employee Incentive schemes: Callaway, Collins Foods, GWA, Rakuten, SFG Australia, Transpacific, Virgin Airlines, Westside Corporation.

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Other experience

• Alsonex: advised on capital raisings and other commercial matters for start up company developing its own drug for motor neuron disease (2018-20).
• Brisbane Airport Corporation: advised on a number of equity capital raising measures for its redeemable preference shares and other securities.
• Ceres Tag: advised on capital raisings and other corporate matters for this start-up ag-tech company (2019-20).
• Collection House Limited: acting for ASX listed company on its recapitalisation and associated matters (2020).
• Elrose Brahman Stud:advised on restructure and capital injection by a Chinese company (2015) to foster expansion of business and export of beef.
• GWA Group: capital reduction, on market buy back and other capital management measures (2015, 2016)
• HFA Holdings and HFA Asset Management: advised on the issue of convertible notes to Apollo Global Management (US entity) and the group's recapitalisation in 2011 (USD$325m).
• HFA Holdings: advised this ASX listed company on its placement and rights issue to fund the Lighthouse merger.
• Ivernia Inc: advised on capital raising in Canada to fund acquisition of Magellan lead mine interest.
• Mulpha: Sanctuary Cove Golf: privatisation of Palms and Pines golf courses including the offer of convertible notes and issue of 2 prospectuses.
• Palgrove: advised cattle stud company on a capital injection and investment into the company by a NZ superannuation fund (2018-19).
• Queensland Investment Corporation: advised QIC to establish, and obtain Queensland Treasury's approval for, A$100 million venture capital fund for investment in biotechnology.
• Queensland Treasury: advised on capital raising venture by Australian Magnesium Corporation Limited to fund the development of the Stanwell magnesium project.
• Senex Energy: placement and SPP to finance development of Cooper Basin gas reserves (2017)
• Suzerain Investment holdings Limited: advised Suzerain in relation to aspects of its security investments in ASX-listed company, IncentiaPay (2020).
• Transpacific Industries Group: 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: advised on establishing a special purpose funding trust and its IPO.
• Virgin Blue Airlines: Provided advice on various due diligence exercises, advised on joint ventures and service agreements, executive and employee incentive plans and general corporate advice.

See Equity Capital Markets / IPOs

Agribusiness and Food

• Ceres Tag: advised on capital raisings and other corporate matters for this start-up ag-tech company (2019-20).
• Collins Foods: lead partner for ASX listed company on acquisition of 40+ KFC franchises in Western Australia and the Northern Territory in addition to a capital investment and JV relating to start up business, Snag Stand (2014). Purchase of JV partner interest in Snag Stand (2016).
• Collins Foods: lead partner on acquisition of KFC stores in NSW and Victoria (2016).
• Collins Foods: lead partner on acquisition of KFC stores in Germany (2016) and The Netherlands (2017). Funded through a rights issue (2017).
• Collins Foods: /span>lead partner advising on acquisition of 28 KFC stores in Western Australia, Tasmania and South Australia for $110m. Funded through an equity raising ($44m) and debt finance ($69m) (2017-18).
• Elrose Brahman Stud: advised on restructure and capital injection by a Chinese company (2015) to foster expansion of business and export of beef.
• Flexopack: advised Greek listed company on its establishment of a manufacturing plant in Queensland for its food packaging business, the expansion of the manufacturing plant, various capital injections and various commercial agreements (2015-20).  /p>
• Imanaka/Cedenco: advised on the acquisition of Defiance Maize.
• Kagome: advised this Japanese public company on acquisition of tomato farming business in northern Victoria ($100m).
• Kaneka Corporation: advised this Japanese public company on acquisition of Australian food manufacturing business.
• Maramex: advised company on its sale of Queensland based GYG food stores to the national franchisor (2019).
• Marel hf: lead partner acted for listed multi-national food processing company (listed in Iceland and The Netherlands) on its acquisition of an Aust and NZ software and hardware solutions business, focused on processing of meat, poultry and fish (protein) (2020)
• MEAG MUNICH ERGO Asset Management GmbH (Forestry & Agricultural Investments): advised this German PE Fund on its investment management agreement and other corporate and commercial matters for its investment into Australian agribusiness (2020).
• Minerva Foods: advised Brazilian listed company on purchase of Australia and NZ boxed beef distribution company.
• Norco Co-operative Limited: advised Norco on redrafting of its milk supply terms and conditions in 2008 and milk collection and transportation contracts in 2010, and various other matters between 2007-2010.
• Norco Co-operative Limited: advised on the acquisition of the 50% interest held by Parmalat Australia in the Norco Pauls Milk joint venture.
• Palgrove: restructure of a privately owned Australian stud-cattle business, to facilitate the purchase of a majority interest by New Zealand Super Fund (New Zealand government owned fund). The vendors retained the balance interest (through share and unit issue in newly established entities) and will continue to operate and manage the business (2017).
• Saputo/Warnambool Cheese: advised on various supply, distribution and warehousing agreements with third parties in Japan for the Japanese market (2019-20).
• Saudi Arabia Livestock & Investment Company (SALIC): advised on proposed acquisition of lamb processing business in NSW and assisted on acquisition of lamb processing business in WA (2019-20).
• Sugar Terminals: advised on establishment, listing on NSX and various corporate governance and NSX matters with growers  and millers, including amendments to the constitution.  Continues to advise on corporate governance aspects and other general corporate matters (2013-2020)
• Symbio Alliance: advised on the purchase of food safety and food testing business from George Weston,  together with the service agreement back to George Weston.
• Trisco Foods: advised client on supply and distribution agreement for the USA and elsewhere.  Advised on purchase of enprocal/prime nutrition business from Saputo/ Warrnambool Cheese and Butter Factory Continues to advise on various corporate and commercial matters (2017-2020).

See Agribusiness and Food

Energy & Resources

• Anglo American: advised on proposed sale of portion of Grosvenor coal resources.
• IPOs: Westside Corporation, Mastermyne Group, Tlou Energy
• Ivernia Inc: advised this Canadian listed company on the acquisition of its JV partners' 49 percent interest in the Magellan lead mine in WA.
• Joy Global: advised this US heavy machinery company on global restructure of group.
• Mastermyne Group: advised on a number of bolt-on acquisitions.
• Peabody Energy: assisted US company in Australia with corporate and FIRB aspects of its restructure during its Chapter 11 phase.
• QCL Limited: advised on in its merger with Australian Cement to form Cement Australia.
• Senex Energy: advised listed company on its secondary raising via a placement and SPP to fund the expansion of its Cooper Basin assets.
• Sunshine Gas: advised Sunshine Gas on its takeover by British Gas.
• Valmont: advising Valmont on sale of its non-core Australian business – sale of Donhad, a subsidiary that conducts the business of manufacturing and selling grinding media (grinding scrap steel and other metals).
• Westside Corporation: advised company on investment by 2 foreign cornerstone investors prior to IPO, and various other corporate and commercial matters.

See Energy and Resources

International Services

See International Services

Funds Management

• Bank of Queensland: 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: advised on the establishment of its conservative, diversified and international funds, and the roll over of PDSs in relation to its funds.
• HFA Holdings and HFA Asset Management: advised on the issue of convertible notes to Apollo Global Management (US entity) and the group's recapitalisation in 2011 (USD$325m).
• MFS Group: 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.
• QIC: advised on the establishment of its Queensland BioTechnology Fund.
• Virgin Blue:  advised on the FSR aspects of the Velocity rewards card.

See Funds Management

Transport and Logistics

• Brisbane Airport Corporation (BAC): Andrew is the Clayton Utz Client Relationship Partner for BAC. He has advised on equity capital raising measures for its redeemable preference shares and other securities, and general corporate advisory matters on acquisitions, JVs, shareholder agreement and constitutional amendments, including the Technical Services Agreement. Andrew also assists BAC with its annual Airport Act ownership disclosure document.
• CEC Group Limited: advised CEC Group on its restructure and IPO in 2004.  Andrew has also advised on its joint venture with Abacus Funds Management,  the acquisition of Matson Plaza Hotel in Cairns, and various other acquisitions and disposals, including the sale of its 50% interest in Pioneer North Queensland in May 2010.
• Queensland Motorways Limited: advised Queensland Government in relation to the sale of Queensland Motorways Limited.
• Smiths Aerospace Australia: advised on its acquisition of avionics company in Australia and its corporate restructure.
• Transpacific Industries Group Limited: 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.
• Transpacific Industries Limited and CHAMP Private Equity: advised on their joint bid for Cleanaway and the Brambles Industrial Services businesses. 
• Virgin Blue Airlines: advised ASX listed company on the following matters:

• its IPO;
• its executive and employee incentive plans;
• various joint ventures, service, corporate and commercial agreements;
• the FSR aspects of the Velocity rewards card; and
• general corporate and commercial advice.

See Transport and Logistics