Global firms lead in billion-dollar cross-border raise and acquisition

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Three global law firms are acting on the billion-dollar acquisition by an Australian superannuation administration company of a British asset services firm.

Allen & Overy acted for Link Administration Holdings (Link Group) on its $883m capital raise to partly fund the $1.49bn acquisition of the Capita Asset Services (CAS) arm of Britain’s Capita Plc. Baker & McKenzie acted for JPMorgan and Citigroup, the joint lead managers of the funding. DLA Piper is legal counsel to the Link Group on the acquisition of CAS.

The capital raise is the second-largest equity capital raising to be conducted in Australia year-to-date. The Link Group is investing in the UK company, which increases the size of its operations by almost 40%, at a time when others are looking for a way out as the country negotiates its exit from the European Union.

Allen & Overy, which said that the offer was structured as a fully-underwritten 4-for-11 pro-rata accelerated institutional tradeable retail entitlement offer (PAITREO), is a long-time adviser of the Link Group, having advised on its IPO on the ASX in late 2015.

Allen & Overy equity capital markets partner Tony Sparks, who said that the firm advised on both Australian and US capital markets matters, said the PAITREO structure has particular advantages for the deal.

“Link Group chose the PAITREO structure as it is perceived to be one of the most retail-friendly accelerated capital raising options, given it allows on-market trading of entitlements by retail investors. Retail shareholder participation continues to be a significant consideration for issuers, despite judicial support for the use of different forms of accelerated offers in the recent RinRim case,” Sparks said.

Allen & Overy successfully represented the lead managers in the defence of the RinRim litigation.

Jointly leading the Allen & Overy team were Sparks and US securities law partner Mark Leemen. They were supported by US counsel Cécile Baume, senior associate Madison Smith, associate Keegan Lopez, and graduate-at-law Thomas Pertsoulis.

Baker McKenzie fielded a team led by partner Lauren Magraith, who was assisted by Hoda Nahlous, Ivo Basoski, and Matthew De Cataldo.


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