Practice Areas

Mergers, Acquisitions, Disposals & Capital Raising

• Acting for the vendor in the sale of the equity in a waste management company operating in NSW and Victoria to a national waste management company, including negotiation of the Share Purchase Deed including a locked-box arrangement and earn-out.

• Acting for the vendors of an IT infrastructure management business in the merger of their business with a PE backed national information technology company. This included review and negotiation of the Share Purchase Deed, Services Agreements, Shareholders Agreement and completion documents.

• Advising the vendors of a large outsourced IT company in the sale of their shares to a national IT business undertaking strategic acquisitions across Australia. This involved advising on the terms of the Heads of Agreement and the Share Sale Agreement, which included various post-completion conditions such as a subsequent working capital adjustment and an earnout.

• Acting for the vendors in the sale of their national accounting, investment, insurance and financial advisory firm to a NASDAQ listed private equity firm under which the existing management were retained post completion. The sale included an earnout. 

• Advising a large fintech in the strategic acquisition of a competitor (financial services business). The acquisition was structured as a merger with scrip consideration. We created a new class of redeemable preference shares in the purchasing company which we issued to the vendors (in exchange for their shares in their company). There were over 30 vendors and different categories of vendor had different conversion and redemption terms attached to their preference shares. 

• Acting for the owners of several dental practices across NSW on the sale of those practices to a national PE backed dental practice. This included review of the Business Sale Agreement and Employment Contracts, and the preparation of a Lease.

• Lead lawyer advising shareholders in My Foot Dr on a scrip for scrip acquisition by Healthia, and advising those same shareholders in respect of the listing of Healthia on the ASX. This involved reviewing and providing advice on the implications of the Roll Over Agreement, Share Conversion, Shareholders Agreement (pre-listing), Implementation Deed, Constitution, and various other transaction documents.

• Advising the vendors of a large managed IT services company in Melbourne in the sale of their equity to an ASX listed telecom company. The transaction was structured as a share sale with both cash and scrip consideration (with the scrip being subject to lock-up conditions under a Restriction Agreement).

• Acting for a national financial services partnership in the sale of a part interest in the partnership to a new partner which involved preparation of the sale documents as well as a new Partnership Agreement and an insurance-funded Buy/Sell Agreement.

• Acting for a financial services unit trust in the buy-out of a key founding financial adviser, which involved preparation of an Asset Purchase Deed (in respect of that adviser’s revenue stream), the Unit Purchase Deed (in respect of the units in the trust held by the adviser) and various loan and security documents as the sale was on vendor finance terms. The Asset Purchase Deed included an earnout and various other post-completion payments to the Vendor.

• Acting for a Victorian cyber and infrastructure security company in the sale of their equity to a national security company.

• Advising on a successful public capital raising by an ag-tech company in regional Victoria, including reviewing, advising on and updating the Information Memorandum to comply with the Corporations Act as well as advising on the fundraising requirements more generally.