ARNOLD BLOCH Leibler acted for SAITeys McMahon (SAITM) and Australian Prime Property Fund Industrial (APPF), a fund managed by Lend Lease, on their acquisition and leaseback of Woolworths’ distribution centres. Clayton Utz represented Woolworths on the deal, which was worth $846 million.
SAITM is a specialist funds management group that focuses on providing high income, mid-term investment solutions to investors. Part of the SAI Group, its funds under management total $2.9 billion. APPF was established by Lend Lease in 1989, and comprises three sector-specific unlisted property trusts, with combined assets of more than $3.4 billion in the retail, commercial and industrial property sectors.
The portfolio acquired from Woolworths was made up of 11 centres across Victoria, New South Wales, South Australia, Western Australia and Queensland. SAITM acquired eight of the centres, while APPF acquired the remainder. The acquisitions enhance both funds’ portfolio scale and diversity, while the long leaseback periods (15 to 17 years) offer security to all parties and allow Woolworths the flexibility to ensure its assets continue to meet changing operational needs.
Arnold Bloch Leibler’s role in the project included conducting due diligence and the negotiation and settling of acquisition, sale and finance agreements. The firm’s team was headed by Stephen Sharp and Ken Gray, with leading roles played by partner Ben Mahoney, senior associate Lily Tell and lawyer Damien Cuddihy. Julie Levis, of Clayton Utz, acted for Woolworths.
Tell said the transaction was conducted under a lot of pressure, due to the highly competitive nature of the bids, and further complicated by the cross jurisdictional nature of the transaction. “There was pressure from the merchant bankers to get the deal done.”
Clayton Utz had to deal with the large number of interested bidders, and used an electronic data room in order to do so. “It was a big job because there were so many properties,” Levis said.
Bidders were located around the country and overseas, but were able to access the documents from their own offices.
Both Levis and Tell said the legal teams had worked long, hard hours together in order to get the deal done. Other firms involved in the deal were Mallesons Stephen Jaques acting for the financier, Freehills and Allens Arthur Robinson. “Everyone worked very hard on all sides, as did the clients,” Tell said.
The deal was due to be finalised this week, but the documents were signed on 30 June, ahead of schedule.