Firms: Allen & Overy (Credit Suisse), Sidley Austin LLP (Credit Suisse as US counsel), Gilbert + Tobin (GrainCorp’s Australian counsel), Baker & McKenzie (GrainCorp’s US counsel)
Deal: Underwriting GrainCorp Limited's $159 million equity offer
Value: $159 million
Key players: The Allen & Overy team included Sydney partner Tony Sparks (pictured), with support from corporate senior associate Anand Sundaraj and lawyer Harsha Kumar
Deal significance: The offer was announced on 28 August 2012 and is fully underwritten. The offer was by way of a one-for-11 accelerated renounceable rights issue to existing shareholders at an offer price of $8.80. Proceeds from the capital raising are to be used to fund the acquisition of both the Gardner Smith Group and Goodman Fielder's commercial oils business Integro Foods. The businesses will be combined to form GrainCorp Oils, which is expected to be a leading integrated edible oils business.
The offer is being made pursuant to section 708AA (the "low doc" rights issue regime) and in reliance on section 4(2) of the US Securities Act with respect to existing US shareholders who are qualified institutional buyers. GrainCorp is an ASX-listed, Australian-based integrated grain business with assets along the supply chain through country storage and handling, bulk and container port export facilities and downstream processing of malt and flour. "In this market, it is encouraging to see a material capital raising used to fund an acquisition,” said Sparks.