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Grain industry deal proposed

Grain industry deal proposed

John Williamson-Noble, Gilbert+Tobin

Multiple firms have advised on a consortium’s proposal to corporatise a Western Australia-based grain storage, handling and marketing co-operative.

Firms: Gilbert + Tobin (Consortium comprising Australian Grains Champion, GrainCorp and HRL Morrison & Co); Allens (HRL Morrison & Co); Jackson McDonald (Australian Grains Champion)

Deal: A consortium led by Australian Grains Champion has proposed the corporatisation of Co-operative Bulk Handling Ltd (CBH).

Value: $600 million

Area: M&A and banking and infrastructure

Key players: The Gilbert + Tobin team was led by corporate advisory partners John Williamson-Noble (pictured), Tim Gordon and Sarah Turner, and banking and infrastructure partner John Schembri. The team also included lawyers Rachel Jones and Chris Morse.

Deal significance: A consortium led by Australian Grains Champion (AGC), also comprising GrainCorp and HRL Morrison & Co, has proposed the corporatisation of CBH, a Western Australia-based grain storage, handling and marketing co-operative.

The proposal involves the conversion of CBH from a co-operative into a company and the acquisition by AGC of 100 per cent of the shares in CBH by way of a co-operative scheme of arrangement, for shares in AGC and a $600 million cash payment to grower members of CBH.

AGC will fund the proposed $600 million cash payment to CBH grower members by way of the issue of $300 million of convertible notes to HRL Morrison & Co and $300 million of notes to GrainCorp.

If the proposal is successful, AGC will also issue to GrainCorp an option to subscribe for an additional $300 million of shares in AGC.

The proposal is subject to the satisfaction of conditions including a successful CBH grower member vote.

Gilbert + Tobin lead partner John Williamson-Noble said: “We’re pleased to have been involved in this industry-shaping deal which presents Western Australian growers with the opportunity to capitalise on their investment in CBH through an immediate cash return and the holding of shares in a corporatised CBH, while delivering opportunities for GrainCorp’s shareholders and the Australian agricultural industry.”

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