HSF, Clayton Utz act in financing for large US-listed firm acquisition

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Herbert Smith Freehills and Clayton Utz are acting in the financing for ASX-listed Boral Limited’s proposed acquisition of NYSE-listed Headwaters Incorporated.
HSF is advising Boral Limited on its $1.6 billion entitlement offer and $450 million share placement announced to ASX on 21 November 2016, a committed bridge debt acquisition facility, and other Australian law aspects of the transaction.
Clayton Utz acted for joint lead managers Citigroup Global Markets Australia Pty Limited, J.P. Morgan Australia Limited and Macquarie Capital (Australia) Limited on Boral's entitlement offer and placement.
The proceeds from the equity raising and the debt facility will be used by Boral to partly fund the proposed acquisition of Headwaters for US$24.25 per share (about $33 per share), representing an aggregate enterprise value of approximately $3.5 billion.
The HSF offer team was led by partner Philippa Stone, and included senior associates Jade Winterburn and Charlotte Cameron and solicitors Victoria Mataczynski and Thomas Mawson.
The HSF debt facility team was led by partner Justin Pelly and included senior associate Adam Jeffrey and graduate Michael Trent.
The HSF team that handled the US securities law aspects of the transaction was led by partner Siddhartha Sivaramakrishnan and included senior associate Jin Kong.
Meanwhile, the Clayton Utz team that advised the joint lead managers of the entitlement offer and placement was led by Corporate partner Stuart Byrne with lawyer Matt Bourke.
Boral is also being advised by US biglaw firms Alston & Bird and Skadden, Arps, Slate, Meagher and Flom.

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