find the latest legal job
Senior Associate - Litigation & Dispute Resolution
Category: Litigation and Dispute Resolution | Location: Melbourne CBD & Inner Suburbs Melbourne VIC
· Come work for a firm ranked in Lawyers Weekly Top 25 Attraction Firms
View details
Associate - Workplace Relations & Safety
Category: Industrial Relations and Employment Law | Location: Brisbane CBD & Inner Suburbs Brisbane QLD
· Employer of choice · Strong team culture
View details
Freelance Lawyers
Category: Banking and Finance Law | Location: All Perth WA
· Freelance opportunities through Vario from Pinsent Masons
View details
Freelance Lawyers
Category: Other | Location: All Adelaide SA
· • Qualified lawyer with a strong academic background
View details
Freelance Lawyers
Category: Other | Location: All Melbourne VIC
· • Qualified lawyer with a strong academic background
View details
Gilbert & Tobin, Mallesons in PBL play

Gilbert & Tobin, Mallesons in PBL play

Gilbert & Tobin and Mallesons Stephen Jaques are the chief external legal advisers in Publishing and Broadcasting Ltd’s (PBL) move to transfer a large chunk of its media assets into new…

Gilbert & Tobin and Mallesons Stephen Jaques are the chief external legal advisers in Publishing and Broadcasting Ltd’s (PBL) move to transfer a large chunk of its media assets into new company, PBL Media, to be part owned by a US investor CVC.

Andrew Bullock, M&A partner at Gilbert & Tobin, which advised PBL, said it was a particularly “legally intensive” transaction.

“The deal is only possible if you can construct a method of investment by the foreign private equity firm that complies with the Broadcasting Services Act 1992 restrictions, which obviously preclude foreigners from controlling regulated media businesses.”

The law firms said work on the deal had to be completed very quickly. Although they had been working on the deal for up to six weeks before it was announced, Bullock said “in terms of interface with bidders, the deal was actually done in about three-and-a-half weeks”.

Peter Cook, one of Mallesons’ partners advising international private equity house CVC, said the deal was not dependant on changes to the cross-media ownership laws, but he said it gave all parties to the deal “more comfort” now they had passed the Senate.

Mallesons advised CVC on all aspects of the transaction, including M&A arrangements and financing and regulatory issues.

Cook agreed the deal was “made more tricky given that we had CVC as a foreign company, with both the Foreign Acquisitions and Takeovers Act 1975, and the Broadcasting Services Act 1992 [to consider], so it was essential the documents were structured so that CVC had no control over the assets”.

Cook explained that CVC took a 50 per cent “economic interest” with no control of the board to satisfy the existing media ownership laws. “Really they are not on an equal footing with PBL.”

Bullock said this was achieved through CVC investing in a convertible note facilitating the 50 per cent economic investment, “but doesn’t give rise to them holding company interests in Channel Nine, or control of Channel Nine”, which is the entity covered by the Broadcasting Services Act.

However, once the new laws come into effect (slated for early next year), Cook said, subject to further regulatory approval, CVC would be seeking to have 50 per cent of the directors on the board of PBL Media, and “effectively 50 per cent of the equity”.

At present, he said the economic interest they have means they could only benefit from selling their stake in PBL Media, but “the business is controlled by PBL, and will continue to be controlled by PBL”.

The deal will make PBL Media Australia’s largest diversified media group. The existing management of the media companies remaining largely in place, and will include the Nine Network, ACP Magazines, the 50 per cent joint venture with Microsoft, ninemsn, and Sky News.

PBL retains its shares in Foxtel, FoxSports, Hoyts, Ticketek, New Regency and Seek.

PBL will receive $4.542 billion from the deal, and retain an equity investment of $982 million in PBL Media. About $3.75 billion was raised through debt.

James Packer, executive chairman of PBL, said the transaction mean the company could maximise domestic and international growth, while allowing PBL Media to expand and capitalise on emerging media opportunities.

He said the restructure would provide the additional capital needed for the “international expansion of our gaming interests”, including potential investments in Macau, Europe and Singapore.

John Alexander, CEO of PBL, said PBL Media would be able to “take advantage of opportunities in the media sector both in Australia and overseas”.

Along with Bullock, other partners at Gilbert & Tobin who worked on the deal included: David Wilkie, who dealt with the separation of PBL’s media assets, Gina Cass-Gottlieb, who advised on the regulatory issues, and James Lewis on debt financing. Deborah Johns advised on due diligence.

As well as Cook, Mallesons’ partners on the deal were Greg Golding, Jason Watts and Luke Waterson. Senior associates included Evie Bruce and Rachael Bassil.

Like this story? Read more:

QLS condemns actions of disgraced lawyer as ‘stain on the profession’

NSW proposes big justice reforms to target risk of reoffending

The legal budget breakdown 2017

Gilbert & Tobin, Mallesons in PBL play
lawyersweekly logo
Promoted content
Recommended by Spike Native Network
more from lawyers weekly
Jetski
Oct 23 2017
How to fail well
The legal profession is due for an attitude adjustment when it comes to perceived failures, accordin...
Consultation
Oct 23 2017
Lawyers slam rushed consultation for SA repeat offenders bill
The Law Society of South Australia has expressed concern for a proposal to roll out new laws amendin...
IBA
Oct 23 2017
The pursuit of happiness in the law
A panel of legal experts have explored how to define success in the legal profession, and how lawyer...
APPOINTMENTS
Allens managing partner Richard Spurio, image courtesy Allens' website
Jun 21 2017
Promo season at Allens
A group of lawyers at Allens have received promotions across its PNG and Australian offices. ...
May 11 2017
Partner exits for in-house role
A Victorian lawyer has left the partnership of a national firm to start a new gig with state governm...
Esteban Gomez
May 11 2017
National firm recruits ‘major asset’
A national law firm has announced it has appointed a new corporate partner who brings over 15 years'...
opinion
Nicole Rich
May 16 2017
Access to justice for young transgender Australians
Reform is looming for the process that young transgender Australians and their families must current...
Geoff Roberson
May 11 2017
The lighter side of the law: when law and comedy collide
On the face of it, there doesn’t seem to be much that is amusing about the law, writes Geoff Rober...
Help
May 10 2017
Advocate’s immunity – without fear or without favour but not both
On 29 March 2017, the High Court handed down its decision in David Kendirjian v Eugene Lepore & ...