image of Clayton BarrettClayton Barrett

Clayton Utz Special Counsel , Brisbane T +61 7 3292 7297 https://www.claytonutz.com

Clayton Barrett has a wide range of experience in corporate and securities law and financial services law.

His corporate and securities experience includes takeovers, mergers and acquisitions (public and private), capital raisings, recapitalisations, private equity and venture capital, joint ventures and alliances, corporate structuring and governance, directors' duties and trade practices.

His financial services experience includes licensing and compliance, managed investments, fund structuring and establishment, cross-border investments and funds management.

Clayton has lectured on mergers and acquisitions at Finsia and the Securities Institute of Australia, and on company law at the Queensland University of Technology.

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Expertise

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Corporate / M&A

Equity Capital Markets

Bank of Queensland Limited: Rights issues, wholesale capital notes, convertible preference shares, perpetual equity preference shares, institutional placement, underwritten share purchase plan, underwritten dividend reinvestment plan.

Cross River Rail: Equity funding arrangements for Cross River Rail project.

Collins Foods Limited: Capital raisings by entitlement offer and also bv placement and share purchase plan.

Equity Incentive Plans: Executive and employee incentive plans, including performance rights, share rights, options, phantom stock, restricted shares and share purchase plans.

Healthia Limited: Initial public offering and related structuring.

HFA Holdings Limited: Equity investments by Apollo Global Management. Placement and rights issue to fund Lighthouse merger.

Mitsubishi Estate Asia: Investments in Australian property developments, including the One Sydney Harbour R1 and R2 projects in Barangaroo and the Melbourne Quarter East Tower Development Project.

NextDC Limited: Initial public offering of Asia Pacific Data Centre Group as an ASX-listed REIT.

Senex Energy Limited: Strategic investment by EIG Global Energy Partners, institutional placement and share purchase plan.

Transpacific Industries Group Limited: Recapitalisation including rights issue and placement to Warburg Pincus. 


Mergers & Acquisitions

Allied Gold Limited: Takeover of Australian Solomons Gold Limited (TSX-listed).

Bank of Queensland Limited: Sale of credit card portfolio to Citigroup.

Collection House Limited: Recapitalisation and sale and acquisition of consumer purchased debt ledger (PDL) portfolios.

Collins Foods Limited: Acquisitions of KFC restaurants in Australia, the Netherlands and Germany.

Finclear: Sale of founding investment to financial investor.

GCOMM: Sale by founders to Nexon Asia Pacific.

GWA Group: Sales of Rover Mowers and Brivis Air Conditioning.

HFA Holdings Limited: Merger with Lighthouse Investment Partners.  Strategic alliance and investment by Apollo Global Management.

Metarock Group Limited: Acquisition of hard rock underground mining services company, PYBAR Mining Services.

Morgans Financial: Acquisition of CommSec Advisory from CBA.

Nomura Research Institute: Acquisition of ASG Group by scheme of arrangement.

Pro Concrete Pumping: Sale by founders to Boral Limited.

QT Mutual Bank: Merger with RACQ by scheme of arrangement.

SFG Australia: Reverse takeover of Snowball Financial Group to create SFG Australia (now owned by IOOF).

Taiyo Nippon Sanso Corporation: Acquisition of LPG and industrial gas manufacturer and distributor Supagas.


General Corporate

Brisbane Airport Corporation: Corporate and shareholding matters.

Shareholders Agreements and joint ventures: Across a range of industries including property development, funds management, insurance, audiology, major stadiums, medical research and oil recycling.

Virgin Blue Airlines: Establishment of Velocity Rewards frequent flyer program, special purpose trust, co-branded credit card and alliances.

See Corporate / M&A

Mergers and Acquisitions

Allied Gold Limited: Takeover of Australian Solomons Gold Limited (TSX-listed).

Bank of Queensland Limited: Sale of credit card portfolio to Citigroup.

Collection House Limited: Recapitalisation and sale and acquisition of consumer purchased debt ledger (PDL) portfolios.

Collins Foods Limited: Acquisitions of KFC restaurants in Australia, the Netherlands and Germany.

Finclear: Sale of founding investment to financial investor.

GCOMM: Sale by founders to Nexon Asia Pacific.

GWA Group: Sales of Rover Mowers and Brivis Air Conditioning.

HFA Holdings Limited: Merger with Lighthouse Investment Partners.  Strategic alliance and investment by Apollo Global Management.

Metarock Group Limited: Acquisition of hard rock underground mining services company, PYBAR Mining Services.

Morgans Financial: Acquisition of CommSec Advisory from CBA.

Nomura Research Institute: Acquisition of ASG Group by scheme of arrangement.

Pro Concrete Pumping: Sale by founders to Boral Limited.

QT Mutual Bank: Merger with RACQ by scheme of arrangement.

SFG Australia: Reverse takeover of Snowball Financial Group to create SFG Australia (now owned by IOOF).

Taiyo Nippon Sanso Corporation: Acquisition of LPG and industrial gas manufacturer and distributor Supagas.

See Mergers and Acquisitions

Equity Capital Markets / IPOs

Bank of Queensland Limited: Rights issues, wholesale capital notes, convertible preference shares, perpetual equity preference shares, institutional placement, underwritten share purchase plan, underwritten dividend reinvestment plan.

Cross River Rail: Equity funding arrangements for Cross River Rail project.

Collins Foods Limited: Capital raisings by entitlement offer and also by placement and share purchase plan.

Equity Incentive Plans: Executive and employee incentive plans, including performance rights, share rights, options, phantom stock, restricted shares and share purchase plans.

Healthia Limited: Initial public offering and related structuring.

HFA Holdings Limited: Equity investments by Apollo Global Management. Placement and rights issue to fund Lighthouse merger.

Mitsubishi Estate Asia: Investments in Australian property developments, including the One Sydney Harbour R1 and R2 projects in Barangaroo and the Melbourne Quarter East Tower Development Project.

NextDC Limited: Initial public offering of Asia Pacific Data Centre Group as an ASX-listed REIT.

Senex Energy Limited: Strategic investment by EIG Global Energy Partners, institutional placement and share purchase plan.

Transpacific Industries Group Limited: Recapitalisation including rights issue and placement to Warburg Pincus. 

See Equity Capital Markets / IPOs

Capital Management

Equity Capital Markets

Bank of Queensland Limited: Rights issues, wholesale capital notes, convertible preference shares, perpetual equity preference shares, institutional placement, underwritten share purchase plan, underwritten dividend reinvestment plan.

Cross River Rail: Equity funding arrangements for Cross River Rail project.

Collins Foods Limited: Capital raisings by entitlement offer and also bv placement and share purchase plan.

Equity Incentive Plans: Executive and employee incentive plans, including performance rights, share rights, options, phantom stock, restricted shares and share purchase plans.

Healthia Limited: Initial public offering and related structuring.

HFA Holdings Limited: Equity investments by Apollo Global Management. Placement and rights issue to fund Lighthouse merger.

Mitsubishi Estate Asia: Investments in Australian property developments, including the One Sydney Harbour R1 and R2 projects in Barangaroo and the Melbourne Quarter East Tower Development Project.

NextDC Limited: Initial public offering of Asia Pacific Data Centre Group as an ASX-listed REIT.

Senex Energy Limited: Strategic investment by EIG Global Energy Partners, institutional placement and share purchase plan.

Transpacific Industries Group Limited: Recapitalisation including rights issue and placement to Warburg Pincus. 


Other Capital Management initiatives

Bank of Queensland: Redemption of preference shares and re-investment offer.  APRA approvals for hybrid offers.

GWA Limited: Capital return and special dividend; on-market buy-back; underwritten dividend reinvestment plan.

Insurance company: Buy-back of preference shares and related APRA approvals.

See Capital Management

Private Equity

Wavebreak Ventures: Establishment of private equity fund and convertible note investments.

StadioX: Early stage private equity investment in StadioX, creator of web3 based ecosystem of blockchain based products.

Superannuation funds and institutional investors: Investments in Australian-based private equity funds.

HFA Holdings Limited: Strategic alliance and investment by Apollo Global Management.

Transpacific Industries Group Limited: Recapitalisation and investment by Warburg Pincus. 

See Private Equity

Funds Management

Foreign financial service providers: Australian financial services licensing requirements and exemptions for foreign fund managers and financiers doing business in Australia.

HFA Asset Management Limited: Offer documents and due diligence process for Diversified ($1.2bn AUM), International and Conservative Investment Funds.

MFS Investment Management: Establishment of Resort Asset Fund stapled trusts and Dynamic Equity Growth Fund.

Virgin Blue Airlines: Establishment of Velocity Rewards frequent flyer program, special purpose trust, co-branded credit card and alliances.

Wavebreak Ventures: Establishment of private equity fund and convertible note investments.

See Funds Management

Knowledge

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