Middletons represented financial services group Mariner Financial Limited on the establishment of an incorporated joint venture with N M Rothschild & Sons (Australia) Limited. Middletons’ partners Jane Ann Gray and Jeff Goss, and lawyer Andrew McNee advised on the structure of the relationship, stamp duty and tax issues and negotiated the shareholder’s agreement on behalf of Mariner.
“Mariner is very innovative in its product development and its business structuring,” Goss said. “The challenge for us was to convert complex business concepts and performance measures into contractual arrangements that would avoid ambiguity and tension in the joint venture.”
Mariner and Rothschild will own and control the joint venture, Mariner Acceptance Corporation (MAC), which will invest in portfolios of operating lease residual value positions. The joint venture will not originate operating leases, but will be a service provider to banks, vendors and other financiers who provide operating leases to the market but do not wish to retain residual value risk.
Minter Ellison acted for the Victorian Department of Human Services on the $250 million Royal Women’s Hospital redevelopment project. The public-private partnership, delivered under the Partnerships Victoria framework, saw a consortium of equity provider Bilfinger Berger BoT, builder Baulderstone Hornibrook, facilities management provider United KG and financial adviser Macquarie Bank, contracting with the state to design, construct and finance a new hospital. The contract included maintenance of the completed hospital and provision of services, including portering and cleaning, for 25 years. The state will provide clinical services and the Royal Women’s Hospital will remain a public hospital.
Minter Ellison drafted the contracts, assisted in evaluating bids from three consortia and negotiated the contractual suite to contractual close with the preferred bidder. Partner Fred Tinsley and special counsel Roger Perrins led the Minters team. Mallesons Stephen Jaques advised the successful bidders, led by partner Richard Hoskins.