image of Jennifer BallJennifer Ball

Clayton Utz Partner , Sydney T +61 2 9353 4214 +61 439 130 552 https://www.claytonutz.com

Jennifer is a Partner in the Restructuring & Insolvency practice who is consistently recognised by clients and peers in major legal directories as a recognised leader and expert in restructuring and insolvency, banking and finance related matters, debt recovery and general commercial dispute resolution.

As a commercial litigator, Jennifer's work is widely acknowledged  involving all forms of commercial dispute resolution, including litigation in all court jurisdictions, negotiations and mediation and she has often at short notice obtained urgent freezing orders.

Jennifer also regularly advises boards in relation to the financial restructuring or turnaround of distressed companies proactively identifying and advising on the full spectrum of legal issues in a restructure scenario, including devising any restructuring plan. She also acts for lenders and creditors to assist them in managing their credit risks.

As a recognised expert on the recent insolvency law reforms and directors' duties including, shadow directorship, she frequently presents to universities, Government agencies, professional bodies, large corporations and members of the legal profession.

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Expertise

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Restructuring and Insolvency

Restructuring

Karem Pharmaceutical Group: Advising the shareholders and directors in the Karem Pharmaceutical Group in relation to a financial debt restructure and its borrowings with Australian Pharmaceutical Industries with Grant Thornton. The Karem group is a significantly complex, large, corporate pharmaceutical group with 30 corporate entities and 32 store entities and a mix of controlling and non-controlling minority interests. The store network is predominantly located in NSW (47stores) and in Victoria (23 stores). 

Infrastructure partnership with the state of Victoria: Advised GFG Alliance and SIMEC ZEN Energy on risk matrix issues in preparation of a proposed sustainable infrastructure partnership with the state of Victoria for a renewable energy with solar, wind and firming assets as a future sustainable power solution with Victoria's Portland smelter.

Whyalla Transformation Plan: Advised One Steel Manufacturing Pty Ltd with a cross disciplinarian team on various aspects of a Whyalla Transformation Plan and proposal put to the Commonwealth and the South Australia Government (who in 2017 offered a grant of A$50 million pre purchase) to support the development of a sustainable steelmaking business which was competitive globally. The plan to fund the Whyalla Transformation Plan proposed to secure a sustainable future for the Whyalla operations and the local community to be funded by both GFG Alliance and Government up to A$1.5 billion.

Arrium Limited: Jennifer was the Lead Advisor of cross disciplinarian team to the board of Arrium Limited on the company's strategic review and $1.2b recapitalisation plan, which included the Whyalla Steelworks located in South Australia.

Hotwire Pre-emptive Intelligence Pty Ltd: Advised the directors of Hotwire on a range of issues including in relation to the voluntary administration and subsequent deed of company arrangement, approved by creditors to allow a restructure of its business. The matter included our acting for the Deed Administrators McGrathNicol, in an application to Court for an extension of time to finalise our obligations under the Deed of Company Arrangement.

Waratah Train Public Private Partnership (PPP) restructure: Advised and acted with a cross disciplinary team for the NSW Government and its agencies, including RailCorp, in successful negotiations with existing equity investors and financial guarantors which resulted in a financial debt restructure of the Reliance Rail (Waratah Trains) transaction (including debt of $2.4 billion).

Vocation Limited: Advised the company on its successful restructuring of $85 million of debt which stabilised Vocation's finances. This allowed Vocation to commence its turnaround plan whereby Vocation would expand through an organic growth strategy and student enrolments in Vocation's remaining business.

Brookfield Infrastructure restructure: Jennifer advised the Board of Brookfield Infrastructure (formerly Prime Infrastructure (formerly Babcock and Brown Infrastructure Limited)) in relation to the WestNet AET&D Holdings $5.1 billion recapitalisation and restructure of Prime's holdings in AET&D and CSC.

Hilton Surfers Paradise restructure: Jennifer advised Brookfield Multiplex with a team of specialists on various insolvency issues in connection with the restructure of the acquisition and project finance for the $420m Hilton Surfers Paradise project following the collapse of the Raptis Group. The restructure involved innovative structuring and utilised a pre-pack voluntary administration process. 

Sydney Wharf Pty Ltd (as Trustee of Wharves 8-9 Development Trust): Acted for negotiated and advised the voluntary administrators and subsequent Deed Administrators McGrathNicol on a Deed of Company Arrangement which lead to a distribution to creditors/unit holders.


Insolvency

OneSteel Manufacturing Pty Ltd and Tahmoor Coal Pty Ltd: Acting for and advising OneSteel Manufacturing Pty Ltd and Tahmoor Coal Pty Ltd, the defendants in a winding up application filed by Citibank N.A (London Branch) in the Supreme Court of New South Wales.

Pages Event Hire: Advising and acting for KPMG the provisional liquidators and subsequent court appointed liquidators appointed by the Supreme Court of New South Wales to a number of the companies within the group of companies operating the Pages Event Hire business. Advised on the successful sale of assets of two of the event hire companies and a sale of the business. A substantial portion of the sale price will reduce the debt owed to the secured creditor. 

Halifax Investment Services Pty Ltd: Advised Anderson Lloyd (NZ) and their client, one of 5 defendants in proceedings commenced by the Liquidators Federal Court of Australia and in the High Court of New Zealand seeking judicial advice and directions in respect of a distribution of funds held on trust. The proceedings in the Federal Court of Australia and the High Court of New Zealand were heard concurrently as a result of the comingled nature of the relevant funds and the fact that a deficiency was not able to be ring fenced.

Encore FX Pty Ltd: Acted for an advised a creditor of the company in liquidation relation to the recovery of funds paid on trust to the company days before the appointment by the directors of EY as the voluntary administrators, which funds were traceable and were paid as Client Monies under the Corporations Act.

International House Limited: Acting for Ferrier Hodgson who were appointed the voluntary administrators and subsequent Liquidators appointed to the company in relation to various trust and insolvency issues including, the ongoing administration of International House College at the University of NSW and the transition of the administration of the college to the University of NSW.

Vantage Automotive Pty Ltd: Advised Accor Hotels in relation to various claims made against it by the liquidator appointed to Vantage Automotive for voidable transactions, which were successfully defended.

Mulsanne Resources Pty Ltd: Advised and acted for Ferrier Hodgson as the Liquidators appointed to the company by the Supreme Court of New South Wales in relation to the conduct of liquidator's public examinations of the director, Nathan Tinkler, in relation to an agreement to acquire shares.

Australian Property Custodian Holdings Ltd in its capacity as a responsible entity for the prime retirement and aged care property trust: Acted for and advised the secure lender and KordaMentha, the receivers and managers on all aspects of the receivership, in relation to the ASX listed managed investment scheme which constituted 12 retirement villages in Queensland, Victoria and South Australia with 9,700 unit holders including, the convening and conduct of public examinations in the Supreme Court of Victoria and the finalisation of the Statement of Claim filed against various Directors for breach of director's duties. It was Australia's third largest owner of retirement units and aged care beds and had a reported loss of almost $225m.

Rubicon Asset Management Limited: For over 9 years, Jennifer advised the voluntary administrators then liquidators Grant Thornton appointed to the REIT Rubicon Asset Management Limited which involved complex commercial real estate investments in the US, Europe and Japan. The total number of investors was over 11,000 and approximately $2.4 billion in investments

United Dairy Products Pty Ltd: Advised Alinta Energy on various insolvency issues in dealing with the receivers and managers and the administrators in relation to the continual supply of essential services.

1st Fleet Pty Ltd: Acted for and advised the Liquidators investigating any potential claims for recovery of assets of 1st fleet including, convening and conducting public examinations.

HPI Industries Group: Jennifer advised the receivers and managers PWC appointed to the HPI Industries Group (which owed a secured debt of $73.5m), a plastic packaging and steel drum manufacturer that supplies PET bottles and packaging which involved advising on various issues concerning the sale by the receivers of the PET and other plastics manufacturing assets of the HP Group of companies and the steel drum business.

Confidential matter: Advised and acted for a secure lender over 11 years who successfully defended proceedings commenced by the liquidators appointed to a failed reseller in the New South Wales Supreme Court and Court of Appeal seeking the recovery of circa $50m in addition to a claim that the secured lender was a 'shadow director' as a 'related entity' under the provisions of the Corporations Act. It was the first test case regarding the law on shadow directors in Australia.

Centro Properties Group: Advised Deutsche Bank, Hong Kong, as the holder of convertible notes in Centro Properties Group on their exposure and rights of enforcement where circa $4.5b was owed to creditors.

Dick Smith Electronics liquidation: Acted for a major secured creditor/supplier in relation to their interests in the administration/liquidation and receivership of the electronic goods chain Dick Smith, which had 390 stores under four brands.

Oroton Group administration: Advised the voluntary administrators appointed to the Oroton Group on various discrete insolvency issues in the administration of the Oroton Group.

Hastie Group liquidation: Advising Grocon in relation to the Federal Court of Australia proceedings commenced by the liquidators in relation to Grocon's ability to set off against their liability.

Arrium Limited: Advised the directors of the holding company and various subsidiary companies within the Arrium Group as lead partner on insolvency issues and director's duties concerning the eventual demise of the company and appointment by the directors of the holding company of voluntary administrators with the company owing debts of circa $2.8b owed to banking syndicates and various noteholders.

Prime Retirement and Aged Care Trust receivership: Advised the secured lender and receivers in relation to the voluntary administration of the Prime Retirement Group.

Custom Coaches: Advised the voluntary administrators/liquidators of the Custom Coaches Group, the second largest and most established bus manufacturer with more than 400 employees; annual sales of £55m, and 24% share of the Australian bus market.

One Tel Limited: Acted for and advised Ferrier Hodgson the voluntary administrators and subsequent liquidators in various matters in the administration and liquidation of One.Tel Limited.

See Restructuring and Insolvency

Litigation and Dispute Resolution

Biodiversity Sub TC Pty Ltd as trustee for Biodiversity Sub Trust (a subsidiary of Blackstone Group Inc.; Acting for and advising Biodiversity in relation to proceedings commenced by Biodiversity in the Supreme Court of Victoria seeking various orders against the contractor in relation to significant damages and ongoing losses suffered to a development of property in Sydney at Epping including, substantial cracking, movement subsidence and associated damage in the slab and billing structure of the property and economic loss.

Robert Pizzarotti Pty Ltd: Acted for and advised shareholder AT Roberts Holdings Pty Ltd in relation to a shareholder dispute with Pizzarotti SA, (formerly Impresa Pizzarotti & C.S.p.A), one of Europe's largest construction and civil engineering companies with headquarters in Parma Italy, under a shareholders deed. Jennifer negotiated a satisfactory subsequent resolution of the dispute over a shareholder contribution of A$100million.

Commonwealth Bank of Australia: Jennifer assisted a team in relation to the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry, including in relation to responses to notices for production of documents and review of thousands of documents produced to the Commission.

Malestrom Investments Pty Ltd: Acted for and advised Burkert Contromatic Australia Pty Limited in proceedings commenced in the Supreme Court of New South Wales in relation to proceedings commenced against the liquidators appointed to Maelstrom group of companies. Eventually Jennifer negotiated the subsequent successful recovery on behalf of Burkert Contromatic of certain funds which were held on trust by the Liquidators as traceable proceeds of the monies that had been fraudulently misappropriated by an employee.

Fitness Systems United Pty Ltd: Advised directors in relation to a shareholder dispute.

Commonwealth Bank of Australia: Jennifer advised and acted for the bank as the secured lender to the Hazelton Group in proceedings commenced in the Supreme Court of New South Wales against the court appointed administrator and subsequent liquidators, Sims Lockwood, who were appointed to Hazelton Air Services Pty Limited. The proceedings sough the recovery of circa AUD1m and USD500,000.00 plus interest for rental owed under a lease agreement in relation to the recovery of leased aircraft equipment. The matter involved consideration of issues under the Cape Town Convention in relation to leased aircraft equipment. Jennifer negotiated a settlement of the court proceedings during the trial which was a satisfactory result for the Bank.

Banksia Securities Limited: Advised Trust Co., on discrete insolvency issues in Supreme Court of Victoria proceedings, as the trustee of Banksia Securities Limited (Receiver and Managers Appointed)(In Liquidation), an unlisted public company involved in raising approximately $663 million from 15,622 investors  by issuing debentures and lending the funds raised to borrowers for property investment and development purposes. It had raised approximately $663 million from 15,622 investors.

Blackwood Corporation Securities Limited: Advised and acted on the successful enforcement by Queensland coal developer Blackwood Corporation Limited (Wholly owned by Noble Group of Companies) of a contract to recover a debt owed by Mulsanne Resources, an entity controlled by Nathan Tinkler in relation to a dispute over a $28.4m share placement.

ABC Learning Centres: Lead advisor to Morgan Stanley Private Equity Asia in relation to the high-profile recovery action in the Supreme Court of New South Wales against ABC Learning Centres (in liquidation) (receivers and managers appointed) for recovery of damages after investing $70m just prior to the demise of ABC Learning Centres.

Prime Retirement and Aged Care Trust receivership: Advised and acted for the receivers and managers in Supreme Court of Victoria public examinations of directors and other professional advisers who had been appointed to Australian Property Custodian Holdings Limited  as responsible entity for The Prime Retirement and Aged Care Trust. It was Australia's third largest owner of retirement units and aged care beds and had a reported loss of almost $225m.   

See Litigation and Dispute Resolution

Knowledge

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