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APN buys out partner in Adshel
Lawyer appointed Commonwealth Bank deputy CEO:

APN buys out partner in Adshel

David Holland, Baker & McKenzie

A global firm advised APN on its move to buy Clear Channel Outdoor out of its joint venture with Adshel.

Firms: Baker & McKenzie (APN); Allen & Overy (Clear Channel Outdoor); Gilbert + Tobin ( Credit Suisse and UBS)

Deal: APN acquired the remaining 50 per cent interest in Adshel for $268.4 million

Value: $268.4 million

Area: M&A

Key players: The Baker & McKenzie team was led by partners David Holland and Lauren Magraith (pictured) with assistance from Howard Fraser, Gabriella Plummer, Hoda Nahlous, Ivo Basoski and Jessie Bodor.

The Gilbert + Tobin team advising on the equity transaction was led by partner Adam D’Andreti and assisted by lawyers Lucy Hall and Olivia Blakiston. Partner John Schembri led the Gilbert + Tobin team advising on the debt bridging facility and he was assisted by Robert Trowbridge and James Kim.

Deal significance: Adshel originally formed in 1997 as a joint venture between APN News & Media and Clear Channel Outdoor.

Today Adshel is one of the most recognised names in street furniture and a key player in the out-of-home media market reaching 92 per cent of Australians 68 times per fortnight, according to Baker & McKenzie.

APN has bought Clear Channel Outdoor out of the joint venture by acquiring the remaining 50 per cent interest for $268.4 million, and completed a related capital raising.

“We were pleased to be acting on all aspects of this acquisition funded through a debt bridge facility, accelerated placement and entitlement offer,” lead partner Ms Magraith said.

“The debt bridge facility is to be repaid from the proceeds of a fully underwritten equity raising, comprised of an institutional placement and entitlement offer.”

In conjunction with this deal, APN acquired digital media business, Conversant Media (CM), for upfront cash consideration of $11.6 million and performance based earn-outs.

The CM acquisition will facilitate the growth of APN’s audience base through an enhanced content offering and diversification of revenues into the growing revenue streams of mobile, social and video.

CM is a fast growing, independent digital media company that produces engaging premium websites for enthusiasts of sport, culture and lifestyle technology.

“We were delighted to assist our long-standing client APN in continuing the implementation of its strategy to focus on growth media assets and wholly own its core businesses,” lead partner Mr Holland said.

The equity transaction was been structured in two tranches, to enable APN to acquire the remaining 50% stake in Adshel on the date of announcement.

According to Gilbert + Tobin, the first tranche involved a direct issue of shares to UBS on 25 October which were then on-sold via an institutional book build, while the second tranche involved a fully underwritten institutional placement and an accelerated rights issue.

Credit Suisse and UBS also provided a debt bridging facility to cover the balance of the purchase price.

Partner Adam D’Andreti believes the combination of his team’s considerable capital markets and regulatory expertise and existing relationships with investment banks enabled the team to execute the transaction with an efficient and market-leading approach.

“This was a technically challenging transaction in a lot of ways and we are very pleased to have helped Credit Suisse and UBS help APN achieve this important milestone," he said.

“Considering the tight timeframe, we were able to develop a novel offer structure which met the needs of APN’s commercial demands.”


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