Firms: Allens (Rail Consortium); Herbert Smith Freehills (Brookfield, GIC, BclMC, QIA); Gilbert + Tobin (Qube); Baker & McKenzie (Qube’s underwriters)
Deal: The Rail Consortium will acquire Asciano Ltd, while Asciano’s port business will be sold to a joint venture consisting of Qube and a Brookfield Consortium.
Value: $9.05 billion
Area: Mergers & acquisitions
Key players: The Allens team was led by M&A partners Tom Story, Guy Alexander and Wendy Rae. Partners Emin Altiparmak, Jacqui Downes, James Darcy were also integral to the deal, with the support of a number of managing associates, special counsel and senior associates.
On the Gilbert + Tobin team, Andrew Bullock advised on the corporate aspects, with associate Alastair Corrigall assisting Qube on its related capital raising, partner Luke Woodward on the competition law aspects and partner John Schembri on finance arrangements.
Baker & McKenzie’s team was headed up by partner Lauren Magraith, with the assistance of associate Ivo Basoski.
Deal significance: The high-profile acquisition of Asciano is anticipated to be one of the most difficult transactions in Australia to date.
Logistics giant Asciano will be taken over by the Rail Consortium, a global group consisting of Global Infrastructure Management, LLC (GIP), Canada Pension Plan Investment Board (CPPIB), CIC Capital Corporation (CIC Capital), GIC Private Limited (GIC) and British Columbia Investment Management Corporation (bcIMC).
As part of this transaction, Asciano’s Ports Business will be acquired by a joint venture of Qube and the Brookfield Consortium – consisting of Brookfield, GIC, BclMC and QIA – for consideration of $2.915 billion.
The Brookfield Consortium will also acquire Asciano’s Bulk and Automotive Port Services business for $925 million.
In addition, Qube announced a $949 million underwritten entitlement offer to fund its participation in the acquisition.
The deal remains subject to a review by the ACCC and involved engagement with various regulators, including ASIC, FIRB and the ASX.
Allens partner Tom Story commented that the deal was “one of the most interesting and complex transactions” he had worked on.
“There have been lots of twists and turns along the way, but the proposed transaction structure – subject to regulatory approval – will enable Asciano's Pacific National, Ports and BAPS businesses to enter their next phase of operations under private ownership,” Mr Story said.