Clayton Utz and Maddocks have advised Centro Retail Limited and Centro Retail Trust (CER) on the restructure of Centro Group.
The complex restructure was approved by the Supreme Court of NSW on 1 December last week.
It will result in the creation of a new ASX-listed quadruple stapled entity, Centro Retail Australia, by the aggregation of the assets of CER, Centro Australia Wholesale Fund and Centro DPF Holding Trust (a subsidiary of Centro Direct Property Fund).
Centro Retail Australia will be internally managed and will own or manage approximately $7 billion of retail shopping centres across Australia, with a $4.4 billion portfolio of direct property investments, and up to $2.6 billion of assets under management via the ownership of one of the largest unlisted property syndicate businesses in Australia.
The Clayton Utz team acting on the transaction was represented across the firms Melbourne and Sydney offices. Corporate group partners Brendan Groves and John Moutsopoulos, senior associates Courtney Dixon and Erik Setio, and senior lawyer Warrick Louey led on the transaction. Litigation partner Fred Prickett and senior associate Xuelin Teo also advised on litigation aspects.
On implementation of the restructure, approximately 74 per cent of the securities of Centro Retail Australia will be transferred to the senior lenders to Centro Properties Group (CNP), in consideration for the cancellation of approximately $2.9 billion of debt. These debts would otherwise have fallen due in mid December this year.
In early March this year CER announced that it had entered into discussions with CNP, CNP's Senior Lenders and other Centro managed funds to agree the terms of an amalgamation of their respective portfolios.
In August the parties announced the execution of an implementation agreement, and on 22 November, all of the various stakeholder groups approved the aggregation and debt cancellation.