image of Rory MoriartyRory Moriarty

Clayton Utz Partner , Sydney T +61 2 9353 4764 https://www.claytonutz.com

Rory Moriarty is the National Practice Group Leader of Corporate, M&A and Capital Markets at Clayton Utz. 

Rory's expertise covers a broad range of transactions, including Australian and cross-border mergers and acquisitions, takeovers, capital raisings and corporate structuring across a range of sectors including financial services, energy and resources, infrastructure funds and retail.

He also regularly advises on Australian corporate law and ASX Listing Rule issues and has had extensive dealings with Government and other regulatory bodies, including the Australian Securities & Investments Commission, the Foreign Investment Review Board, ASX and the Takeovers Panel.

Rory is highly regarded and sought after by clients for his ability to fuse the legal and commercial aspects of transactions into easy to understand advice as well as his skills as a talented negotiator.

Rory was appointed as a member of the Australian Takeovers Panel in 2018.

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Expertise

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Capital Markets and Securities

Bain Capital Credit: Advised Prince - an entity owned by Bain Capital - on its investment in Judo Capital Holdings Limited.  The fully paid ordinary shares amount to a 9.4% interest in the business.

Woolworths Limited (WOW): Rory advised Woolworths on its dual track trade sale and IPO process which ultimately resulted in the A$1.72 billion disposal of its retail fuel business to EG group.

NSW Government: Rory is adviser to NSW Government on the financing of major infrastructure projects (eg. NorthConnex and the Reliance Rail Service).

Virgin Australia Holdings Limited: Adviser to the Board and senior management of Virgin Australia Limited (one of Australia's largest listed companies) on corporate transactions and governance matters, including recently announced A$1.1bn capital raising and strategic investments by HNA Group and Nanshan Group.

Alinta: Rory advised BNP Paribas, UniCredit and others on their A$2.9 billion debt for equity swap in ASX listed Alinta Energy, including equity capital markets and public company mergers and acquisitions aspects ‒ named Restructuring Deal of the Year 2011. Also advised on the recent debt/equity refinancing of Alinta Energy (in excess of A$1 billion).

Cockatoo Coal: Rory advised on the A$378 million recapitalisation of ASX listed Cockatoo Coal and associated merger with ASX listed Blackwood Corporation.

Nikko Asset Management: Advising Japan's Nikko Asset Management on its acquisition of loan assets and a 43.9% equity holding in Treasury Asia Asset Management from Treasury Group.

See Capital Markets and Securities

Energy and Resources

Copenhagen Infrastructure Partners (CIP): Co-Legal Adviser to CIP on the proposed development of the A$8 billion "Star of the South" project - Australia's first offshore windfarm.  

Arrium Limited: Rory advised consortium members on the proposed acquisition of all of ASX listed Arrium Limited by way of scheme of arrangement with an enterprise value of A$3 billion. 

EMR Capital: Rory advised EMR Capital on its successful US$2.25 billion acquisition of Kestrel Coal mine from Rio Tinto.

China Guangdong Nuclear Power Corporation (CGNPC): Rory advised on its successful takeover bid for Energy Metals Limited.

Cockatoo Coal: Rory advised on the A$378 million recapitalisation of ASX listed Cockatoo Coal and associated merger with ASX listed Blackwood Corporation.

Noble Group: Rory advised Noble Group on its Australian transactions, including: the $8 billion merger between Gloucester Coal and Yancoal Australia, a wholly-owned subsidiary of China's Yanzhou Coal Mining Company to create Australia's largest listed pure coal company.  This deal is the second largest Chinese acquisition in Australia and the third largest China outbound mining transaction on record.  Rory has also run multiple successful takeovers panel proceedings for Noble in a contested M&A setting, including proceedings that have rewritten takeover panel policies.

See Energy and Resources

Corporate / M&A

The Blackstone Group: Advised The Blackstone Group on the dual track disposal (simultaneous IPO and trade sale auction) of its Australian logistics portfolio, 'Milestone', comprising 45 industrial logistics facilities across Australia, and an internal management platform. This transaction, executed in April 2021 as an A$3.8 billion trade sale to ESR Partnership, an investment vehicle jointly owned by fund manager ESR and Singapore sovereign wealth fund GIC, is Australia's largest ever direct deal real estate transaction.

Westpac Banking Corporation: Acted on behalf of Westpac in the sale of its auto-finance business.  The sale process was run as a competitive auction with 4 initial bidders within an extremely tight timeframe.  As part of the sale, Westpac will transfer (1) its auto dealer and introducer agreements together with wholesale dealer loans estimated at ~$1 billion; (2) its strategic alliance agreements with vehicle manufacturers; and (3) its novated lease origination capability and related agreements.

Virgin Australia Holdings Limited: Advised the administrators of Virgin Australia Holdings Limited in relation to the competitive sale process of the airline to Bain Private Equity, following the announcement that it had been put into administration in April, 2020. This acquisition is currently being implemented by way of a deed of company arrangement. 

SAI Global: Rory acted for SAI Global (a portfolio company of Baring Private Equity Asia) on its entry into an agreement for the sale of SAI Global's Assurance and Standards business to UK-listed Intertek Group plc, for a cash consideration of A$855 million.

Thryv Holdings, Inc.: Rory advised Thryv on their acquisition of the Sensis business, which is the owner of the White Pages and Yellow Pages directories.

Myer: Advised Myer in respect to its response to the acquisition by Premier Investments of shares representing 10.77% of the issued shares of Myer (valuing Myer at A$1 billion).

Blackstone: Advising on its A$3.1b proposed take private bid of ASX-listed Investa.

DLF Seeds & Science: Advised DLF Seeds & Science, on the Australian law aspect of their acquisition of PGG Wrightson seed and grain business for $421 million.

Permira: Advised Permira on its A$1.25bn acquisition of I-MED Radiology from EQT. 

Pacific Equity Partners: Rory provided M&A advice to Pacific Equity Partners on its acquisition of a 19% relevant interest in Village Roadshow Limited and its conditional, non-binding indicative proposal valuing the target company at close to A$1 billion.

EMR Capital: Advised EMR Capital on its successful US$2.25bn acquisition of Kestrel Coal mine from Rio Tinto.  

Woolworths Limited (WOW): Rory advised Woolworths on the sale of its petrol station business and 500 petrol station sites to BP for A$1.78bn following a competitive sale process.

TA Associates: Rory advised TA Associates on its proposed acquisition of the New South Wales government's StatePlus superannuation business by competitive auction which was ultimately sold for more than $1bn. Rory also acted for TA Associates in the acquisition of all the shares in Goldman Sachs Managed Funds Limited and the acquisition of certain related assets from Goldman Sachs Asset Management Australia Pty Ltd valued at A$8 billion.

KPS Capital Partners: Rory advised KPS Capital Partners on its proposed acquisition of Moly-Cop, from Arrium Limited, which was ultimately sold for A$1.64bn.

Macquarie Group Limited: Rory advised Macquarie on the A$8.2 billion sale of ANZ's Esanda receivables business.

Biostime International Holdings: Rory advised Biostime International Holdings on its A$1.67 billion acquisition of Swisse Wellness Group Pty Ltd.

Skilled Group Limited: Rory successfully defended a hostile takeover attempt of ASX listed Skilled Group by Programmed Maintenance Services prior to a recommended scheme merger between the two companies, valued at A$800 million.

Virgin Australia: Rory advised Virgin Australia on its A$700 million acquisition of Connectivity Pte Ltd's ~35% stake in Velocity Frequent Flyer Holdco Pty Limited.

The Children's Institute: Rory advised The Children's Institute on the sale of its 10% stake in Aurizon valuing the transaction at A$813.9 million.

See Corporate / M&A

International Services

The Blackstone Group: Advised The Blackstone Group on the dual track disposal (simultaneous IPO and trade sale auction) of its Australian logistics portfolio, 'Milestone', comprising 45 industrial logistics facilities across Australia, and an internal management platform. This transaction, executed in April 2021 as an A$3.8 billion trade sale to ESR Partnership, an investment vehicle jointly owned by fund manager ESR and Singapore sovereign wealth fund GIC, is Australia's largest ever direct deal real estate transaction.

SAI Global: Rory acted for SAI Global (a portfolio company of Baring Private Equity Asia) on its entry into an agreement for the sale of SAI Global's Assurance and Standards business to UK-listed Intertek Group plc, for a cash consideration of A$855 million.

Gebr Knauf KG: We advised Knauf in relation to their proposed US $1.015b buy out of Boral’s 50% share in the USG Boral joint venture.  The joint venture operates in Australia, New Zealand and many other jurisdictions throughout Asia, the Middle East and the South West Pacific.

The Children's Investment Master Fund and CIFF Capital UK LP (TCI Funds): Advising TCI Funds as the largest major shareholder (34%) of Infigen Energy (ASX:IFN) on its entry into a pre-bid purchase agreement with bidder Iberdrola for 20% of the Fund's shareholding in IFN. Entry into the pre-bid purchase agreement formed part of Iberdrola's $893 million competitive rival takeover offer against the Philippine conglomerate Ayala Corporation’s AC Energy and the Hong Kong-based UPC Renewables Group's offer for shares in IFN

Japan Post:  Acted as Australian Counsel for Japanese Government-owned Japan Post Co Limited on its acquisition of ASX-listed Toll Holdings, a leading Australian logistics company. With an enterprise value of approximately A$8 billion, this is one of the largest acquisitions of an Australian company in 2015.

Biostime International Holdings: Rory advised Biostime International Holdings on its A$1.67 billion acquisition of Swisse Wellness Group Pty Ltd.

AMP Capital and China Investment Corporation (CIC): Rory advised the consortium in relation to the acquisition of BG Group's A$4-A$6 billion liquefied natural gas pipeline assets in Queensland, including obtaining FIRB approval.

TA Associates: Rory advised in the acquisition of all the shares in Goldman Sachs Managed Funds Limited and the acquisition of certain related assets from Goldman Sachs Asset Management Australia Pty Ltd values at A$8 billion. Rory also advised TA Associates on its proposed acquisition of the New South Wales government's StatePlus superannuation business by competitive action which was sold for more than A$1 billion. 

See International Services

Private Equity

The Blackstone Group: Advised The Blackstone Group on the dual track disposal (simultaneous IPO and trade sale auction) of its Australian logistics portfolio, 'Milestone', comprising 45 industrial logistics facilities across Australia, and an internal management platform. This transaction, executed in April 2021 as an A$3.8 billion trade sale to ESR Partnership, an investment vehicle jointly owned by fund manager ESR and Singapore sovereign wealth fund GIC, is Australia's largest ever direct deal real estate transaction.

CCMP Capital Advisors: Acting as Australian Counsel on the US$1 billion acquisition of BGIS, an integrated facility management services company from Brookfield Business Partners.

Baring Private Equity / SAI Global: Advising on the potential disposal of its information services and mortgage businesses.

Long Term Asset Partners: Advised on its proposed A$2.4b takeover bid to acquire and privatise GrainCorp, using a unique financing engineering package - the first of its kind in Australia.

Blackstone: Advised on its A$3.1bn proposed acquisition of ASX-listed Investa Office Fund.

Permira: Advised on the A$1.25bn acquisition of I-MED Radiology from EQT and on its $1.6bn bid for Sirtex Medical.

TA Associates: Advised in the acquisition of all the shares in Goldman Sachs Managed Funds Limited and the acquisition of certain related assets from Goldman Sachs Asset Management Australia Pty Ltd valued at A$8 billion. Rory also advised TA Associates on its proposed acquisition of the New South Wales government's StatePlus superannuation business by competitive auction which was ultimately sold for more than $1bn.

EMR Capital: Advised on its successful US$2.25bn acquisition of Kestrel Coal mine from Rio Tinto.

Greencross / TPG: Advised Greencross on its proposed acquisition by TPG, pursuant to a scheme of arrangement valuing the company at A$675m.

MYOB / KKR: Advised MYOB on its response to the A$2.2b takeover offer from KKR which involved a market first "go shop" provision.

Virgin Australia / Affinity Equity Partners: Adviser to the Board and senior management of Virgin Australia on corporate transactions and governance matters, including the possible exit of Affinity Equity Partners from its investment in the Velocity Frequent Flyers including consideration of an IPO or trade sale.

See Private Equity

Knowledge

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