Wool Scouring Authorisation
Acted for Cavalier Wool Holdings in its successful application for authorisation to acquire all of New Zealand Wool Services International Limited's wool scouring assets. The Commission authorised the transaction. Finding that net benefits to New Zealand would outweigh the competitive detriment of going from two New Zealand wool scourers to one. Bell Gully also advised on the successful defence to a third party appeal against the decision.
Advised Vodafone on its successful application for clearance to acquire TelstraClear, a deal that brings together New Zealand’s second and third largest telecommunications operators.
Mixed Ownership Model
Advising The Treasury on the proposed initial public offering of Mighty River Power.
Turners & Growers takeover
Advised BayWa in relation to its takeover of Turners & Growers.
Sale of AMI Insurance
Advised AMI Insurance on the NZ$380 million sale of its ongoing insurance business to IAG.
Advised The Blackstone Group on the acquisition by its private equity funds of the Burger King business in New Zealand.
Acquisition of Independent Liquor
Advised Asahi Group on the New Zealand law aspects of the NZ$1.5 billion acquisition of Independent Liquor, Asahi's largest ever acquisition.
Advised Australasian Equity Partners Fund No. 1 LP in relation to its takeover of Pyne Gould Corporation.
Acquisition of Gareth Morgan Investments
Advised Kiwibank on the acquisition of the Gareth Morgan Investments funds management business.
Advised Heartland New Zealand on its acquisition of PGG Wrightson Finance.
Sale of Masterpet Corporation
Advised on the NZ$105 million sale of Masterpet Corporation to NZX-listed EBOS Group.
Acquisition of South Canterbury Finance loan portfolios
Advised a global investment bank on its successful acquisition of the rural, commercial and consumer loan portfolios of failed finance company South Canterbury Finance Group, with an aggregate book value of around NZ$123 million.
Advised Asahi Group in relation to its takeover of Charlie's Group.
Public Private Partnerships (PPP)
Advised The Treasury (through the National Infrastructure Unit) in connection with their proposed model form of project agreement for PPPs. Bell Gully are lead legal advisers to the Department of Corrections on the first central government PPP project in New Zealand and to the Ministry of Education on its proposed Hobsonville Schools PPP project.
Ultra-fast Broadband Initiative
Advised Crown Fibre Holdings Limited, a Government owned investment vehicle, on the New Zealand Government’s ultra-fast broadband initiative. Bell Gully’s role included advising on the conduct of the competitive procurement process, leading all of the contract negotiations with eight bidding parties, contracting, company structuring and other issues. This included negotiations, governance and pre-structural separation aspects of the investment by Crown Fibre Holdings of up to NZ$929 million of complex debt and equity instruments into Chorus, the company spun out of Telecom Corporation of New Zealand.
Fletcher Building takeover of Crane Group
Advised Fletcher Building on its NZ$1.3 billion takeover of Australian building products company Crane Group. This transaction is the first successful scrip-based takeover offer a New Zealand company has made for an Australian company and is also the largest on-market takeover by a New Zealand company of an Australian public company to date. Previously advised Fletcher Building on its NZ$1 billion cross-border acquisition of Formica Corporation.
AMI Insurance – establishment of capital facility
Advised AMI Insurance on the establishment of a capital facility from the New Zealand Government through the issue of convertible redeemable preference shares to allow a capital injection from the Government of up to a maximum of NZ$500 million.
Debt and equity restructuring of Yellow Pages Group
Advised Yellow Pages Group on its major debt and equity restructuring, including a rolling standstill regime, a potential sale process and a 'hive down' restructuring. This significant transaction spanned a 16-month period and was the biggest New Zealand restructuring arising as a result of the global financial crisis. Bell Gully’s role included negotiating with a senior bank syndicate of more than 40 financiers who were owed more than NZ$1.8 billion.
Suncorp-Metway – Sale of Tyndall Investment Management
Advised Suncorp-Metway on the New Zealand aspects of its A$128.5 million sale of Tyndall Investment Management to Nikko Asset Management of Japan.
Contact Energy rights issue
Advised Contact Energy on its fully underwritten NZ$350 million pro-rata renounceable rights issue, the largest capital raising on the NZSX in over 18 months. This was the first rights issue in New Zealand to combine rights trading with a post-close shortfall bookbuild.
Air New Zealand – acquisition of stake in Virgin Australia
Advised Air New Zealand on competition and structuring aspects of its A$145 million strategic acquisition of a 14.99% stake in listed Australian airline Virgin Australia.
Mainfreight's acquisition of Wim Bosman Group
Advised New Zealand logistics company Mainfreight on its €110 million (NZ$205 million) acquisition of Netherlands-based Wim Bosman Group.
DNZ Property Fund – NZSX listing
Advised DNZ Property Fund on its restructuring to internalise management arrangements and capital raising. This was the largest NZSX listing of 2010 and one of only two NZSX listings to complete in that year. The offer was structured as a non-renounceable pro-rata rights issue combined with a post-close bookbuild.
Z Energy – New Zealand Superannuation Fund joint venture with Infratil
Advised the Guardians of New Zealand Superannuation on a NZ$700 million joint venture deal with Infratil for the acquisition of Shell New Zealand's refining and downstream business (now known as Z Energy). This was New Zealand’s largest M&A deal of 2010.
OneSource New Zealand businesses
Advised Archer Capital in relation to the NZ$132 million sale of the OneSource Group, comprising the distributor of Konica Minolta products and an associated finance company. Previously advised Archer Capital on the acquisition of OneSource.
Sale of Bomac
Advised Bomac, New Zealand’s largest privately owned dedicated animal health company, on its sale to German healthcare company Bayer AG (Bayer's largest transaction for 2010).
Frucor Beverages Group
Advised Frucor Beverages Group on the acquisition of Simply Squeezed. Previously advised Groupe Danone on the sale of Frucor to Suntory of Japan for in excess of NZ$1.45 billion.
Pyne Gould recapitalisation
Advised Pyne Gould Corporation on its NZ$273 million recapitalisation to support it to become a publicly-listed banking and asset management company.
Fisher & Paykel Appliances recapitalisation
Advised Fisher & Paykel Appliances on its NZ$200 million recapitalisation – including an underwritten pro-rata renounceable rights issue and a placement to Haier Group as new cornerstone shareholder. This transaction was named New Zealand Deal of the Year at the ALB Australasian Law Awards.
Fletcher Building equity raising
Advised Fletcher Building on its NZ$525 million equity raising. This was the first three-step capital raising for New Zealand and comprised an underwritten institutional placement, share purchase plan and a top-up offer to retail shareholders in New Zealand and Australia.