The acquisition of The Warehouse Australia business and Miller’s Retail Limited’s discount variety division by a joint venture private equity purchaser was truly a multi-firm affair.
The joint venture, formed by Catalyst Investment Managers Pty Ltd and Castle Harlan Australian Mezzanine Partners Pty Ltd, was represented by Gilbert + Tobin partner Garry Besson and senior associate Michael Gajic. Allens Arthur Robinson’s partner Ian McGill and senior associate Robert Gibson acted for The Warehouse Group, and Freehills’ partner Rick Narev and senior associate Natalie Allen acted for Miller’s.
The combined value of the transaction was $200 million.
McGill said the fact that two independent vendors were selling to a joint venture private equity purchaser added to the complexity of the transaction. “It meant the dynamics of the negotiations were different to a traditional M&A transaction.”
The deal was further complicated by the fact that Warehouse Australia was also selling its Sydney head office, at Rydalmere, to Investec Wentworth Specialised Property Trust, represented by David Tindale of Morgan Lewis Alter. Investec is a major shareholder in Miller’s Retail.
“All the elements of the deal were inter-conditional,” McGill said. The transaction has been signed but not completed, with completion inter-conditional.