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.

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.

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.

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.  

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

Uniti Group Limited: Rory is advising Uniti Group Limited on the proposed takeover of the telecommunications services business by Morrison & Co.

Dye & Durham Corporation: Advised Dye & Durham on its acquisition of 100% of the share capital of Link Group by way of a Scheme of Arrangement. Link shareholders will receive $5.50 per share in cash under the transaction plus a 3¢ per share fully franked interim dividend, which valued Link equity at $2.9b and implied an enterprise value of $3.7b. 

Ausgrid: Advised Ausgrid during AustralianSuper's sale of a 16.8& interest to APG Asset Management.

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 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. 

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. 

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. 

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 $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 $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

International Services

Dye & Durham Corporation: Advised Dye & Durham on its acquisition of 100% of the share capital of Link Group by way of a Scheme of Arrangement. Link shareholders will receive $5.50 per share in cash under the transaction plus a 3¢ per share fully franked interim dividend, which valued Link equity at $2.9b and implied an enterprise value of $3.7b. 

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 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.

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 the European private equity firm Permira on its A$1.25bn acquisition of I-MED Radiology from EQT.  

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

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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