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.

In doing so, he 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.

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Expertise

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Capital Markets and Securities

Yancoal: Rory advised on the A$8 billion merger between Gloucester Coal and Yancoal Australia ‒ named Global M&A Deal of the Year (Australia) 2013 by The American Lawyer. Also successfully represented minority shareholders in the Takeovers Panel proceedings challenging Yancoal's proposed A$2.5 billion subordinated convertible note entitlement offer and associated A$2 billion debt facilities.

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

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

Yancoal: Rory advised on the A$8 billion merger between Gloucester Coal and Yancoal Australia ‒ named Global M&A Deal of the Year (Australia) 2013 by The American Lawyer. Also successfully represented minority shareholders in the Takeovers Panel proceedings challenging Yancoal's proposed A$2.5 billion subordinated convertible note entitlement offer and associated A$2 billion debt facilities.

Trafigura: Rory advises Trafigura on its acquisition of BP's Australian bitumen business.

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.

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.

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. 

See Energy and Resources

Corporate / M&A

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

Myer: Rory advised Myer with respect to its response to the acquisition by Premier Investments of shares representing 10.77% of the issued shares of Myer (valuing Myer at $1bn).

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 $1.64bn.

Virgin: 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.

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.

Yancoal: Rory advised on the A$8 billion merger between Gloucester Coal and Yancoal Australia ‒ named Global M&A Deal of the Year (Australia) 2013 by The American Lawyer. Also successfully represented minority shareholders in the Takeovers Panel proceedings challenging Yancoal's proposed A$2.5 billion subordinated convertible note entitlement offer and associated A$2 billion debt facilities.

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.

Trafigura: Rory advises Trafigura on its acquisition of BP's Australian bitumen business.

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.

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.

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. 

Noble Group: Lead adviser for Fortune Global 100 Noble Group on its recent 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 Corporate / M&A

Mergers and Acquisitions

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

Myer: Rory advised Myer with respect to its response to the acquisition by Premier Investments of shares representing 10.77% of the issued shares of Myer (valuing Myer at $1bn).

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 $1.64bn.

Virgin: 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.

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.

Yancoal: Rory advised on the A$8 billion merger between Gloucester Coal and Yancoal Australia ‒ named Global M&A Deal of the Year (Australia) 2013 by The American Lawyer. Also successfully represented minority shareholders in the Takeovers Panel proceedings challenging Yancoal's proposed A$2.5 billion subordinated convertible note entitlement offer and associated A$2 billion debt facilities.

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.

Trafigura: Rory advises Trafigura on its acquisition of BP's Australian bitumen business.

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.

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.

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.

Noble Group: Lead adviser for Fortune Global 100 Noble Group on its recent 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 Mergers and Acquisitions

International Services

Virgin: 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.

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.

Noble Group: Lead adviser for Fortune Global 100 Noble Group on its recent 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.

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 International Services

Knowledge

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