HSF, HWL Ebsworth advise on real estate management platform buy

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Herbert Smith Freehills and HWL Ebsworth are advising Centuria Capital Group  on its $217 million acquisition of the majority of 360 Capital Group’s (TGP) real estate management platform.
 
HSF is also advising Centuria on its associated $150 million fully-underwritten capital raising, which comprises a conditional 1-for-1 rights offer of new stapled securities, a placement  to institutional investors and a further conditional placement to institutional investors subject to Centuria securityholder approval.
 
The acquisition will see Centuria's funds under management increase from $2.2 billion to $3.6 billion, representing a 63% increase and make it one of the largest ASX listed pure-play Australian real estate funds managers.
 
As part of the acquisition, Centuria has agreed to acquire TGP’s real estate funds management platform under 360 Capital Investment Management Limited.
 
Centuria has also agreed to co-investment stakes in 360 Capital Industrial Fund (TIX) (approximately 15.6%) and 360 Capital Office Fund (TOF) (approximately 19.99%). Centuria Property Funds Limited as responsible entity of Centuria Metropolitan REIT has also announced that it will acquire a further 8.8% of TOF from TGP.
 
Centuria also agreed to enter into a two-year put and call option arrangement over the majority of TGP’s equity interests in four unlisted funds.
 
The acquisition and capital raising are subject to a number of conditions, including certain TGP securityholder and TOF unitholder approvals. If these approvals are not received, the acquisition and the capital raising will not proceed. In addition, the issue of Stapled Securities under the Conditional Placement is also conditional on Centuria securityholder approval.
 
The HSF team in relation to the capital raising was led by partner Philippa Stone and solicitor Ben Robinson. The firm’s team in relation to the acquisition was led by partner Fiona Smedley and senior associate Yorick Ng.
 
Meanwhile, HWL Ebsworth’s team was led by partners James Lonie and Rowan McDonald, and also included solicitor Amy Campbell.
 
The capital raising is being fully underwritten by Moelis Australia Advisory Pty Ltd, who is being advised by Baker & McKenzie.
 

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