Herbert Smith Freehills
advised on a series of transactions that has seen Asciano Limited broken up, one of the rare successful instances of a breakup of a major ASX-listed company.
The transactions – completed on 18 and 19 August 2016 – followed satisfaction of shareholder, court, competition and foreign investment conditions.
The HSF team which advised Brookfield in its acquisition of certain Asciano business units was led by M&A partners Philippa Stone and Nick Baker.
In relation to the M&A aspects of the transactions, Stone and Baker were assisted by partner Adam Strauss, special counsel Rob Finlay and senior associates Glynn Cooper, Jason Jordan, Adam Charles and Nicole Pedler.
Partner Liza Carver led the competition aspects assisted by senior associate Richard Robinson. Partner Erin Wakelin led the two simultaneous financings required for the transactions, assisted by senior associate Marnie Fels.
Partners Jay Leary and Jinny Chaimungkalanont assisted the teams with specialist advice in relation to ports and rail, and stamp duty respectively.
Asciano was one of Australia’s largest logistics firms, incorporating Patrick Stevedoring, Pacific National and National Rail, as well as a number of other transport and supply-chain operations and had a reported enterprise value of approximately $12 billion.
HSF advised funds managed by Brookfield and its institutional co-investors, through a joint venture with Qube Holdings, on their successful acquisition of Asciano Limited’s Patricks Terminals business for approximately $2.9 billion.
It also advised funds managed by Brookfield and its institutional co-investors on their successful acquisition of Asciano Limited’s Patrick Bulk and Automotive Port Services business for approximately $925 million.
HSF also advised certain members of the consortium which successfully acquired all of the shares in Asciano Limited not already held by participants in the transaction, for $9.15 per share cash.
Brookfield and Qube, together with their respective consortium members, joined together to pursue the transactions following competing proposals to acquire Asciano. The transactions involved one of Australia’s largest ever takeovers (implemented by way of scheme of arrangement) and a series of asset sell downs.
“This has been an exciting, landmark transaction and we are pleased that Brookfield and its institutional co-investors have achieved such an outstanding outcome,” said Stone of the transaction.
Asciano was advised by King & Wood Mallesons, Qube was advised by Gilbert + Tobin and the consortium acquiring Asciano Limited was advised by Allens Linklaters
According to the Rail Journal, Asciano's Pacific National (PN) business was sold to Global Infrastructure Management, the Canada Pension Plan Investment Board, China's CIC Capital Corporation, Singapore sovereign wealth fund GIC, and the British Columbia Investment Management Corporation.
Ports HoldCo, which now owns the Patrick Container Terminals business, is also owned by IC Private Limited, British Colombia Investment Management Corporation, Qatar Investment Authority apart from rivals Brookfield and Qube.
Apart from Brookfield, the Patrick Bulk, Automotive and Ports Services Business is now owned by GIC Private Limited, British Colombia Investment Management Corporation and Qatar Investment Authority.