The first instance of an Australian private equity firm completing a public-to-private transaction on a NASDAQ-listed company saw Ironbridge Capital purchase specialty retailer Barbeques Galore, by way of a scheme of arrangement. Combined funding on the deal was approximately $110 million.
Clayton Utz’s Michael Riches advised Ironbridge Capital on the debt aspects of the transaction, and Baker & McKenzie’s Mark McNamara worked on the acquisition documents. Minter Ellison’s John Mosley acted for the Commonwealth Bank of Australia (CBA), which provided the debt finance packages through its Sydney and New York offices, and Freehills acted for Barbeques Galore.
Barbeques Galore, which operates more than 165 retail and licensed stores across Australia and the US and generates some $300 million in sales annually, with 50 per cent of that revenue coming from the US market, has now de-listed from the NASDAQ Exchange.
Minter Ellison’s Mosley said although the transaction was unique, the fact that an Australian private equity firm was acquiring a NASDAQ-listed company did not add to its legal complexity. “[Barbeques Galore] is still an Australian company and it still gets acquired under the same scheme of arrangement provisions,” he said. However, everyone involved in the transaction was required to have an American counterpart to work with them.
The role of Minter Ellison was to negotiate the loans document package for the CBA, which was complicated by the fact that the Bank funded the acquisition from both its Sydney and New York branches.