Andrew MacKenzie
Clayton Utz
Special Counsel
Brisbane
Overview
Andrew is an experienced corporate lawyer whose expertise includes private mergers and acquisitions, schemes of arrangement, public company takeovers, prospectuses and capital raisings, due diligence investigations, incorporated joint ventures, corporate governance issues and directors' duties.
Notable Work
- Healthia Limited: Advised in relation to its scheme of arrangement with funds advised by Pacific Equity Partners (PEP), including negotiating the Scheme Implementation Deed.
- Newcastle Permanent Building Society Limited: Advised in relation to its merger with Greater Bank Ltd, including advising on constitutional issues and the merger process under the Financial Sector (Transfer and Restructure) Act 1999 (Cth).
- Blackstone: Advised on certain regulatory aspects of the acquisition of Crown Resorts Limited by Blackstone. This included review of applicable legislation and publicly available regulatory agreements in Victoria, New South Wales and Western Australia, and advice and assistance in relation to probity matters.
- Makeup Cartel Pty Ltd: Advised the vendors in relation to the sale of a minority interest in the company to a private equity buyer, with an option for the buyer to acquire a further interest, and an equity injection into the business and a pre-Completion corporate restructure, including negotiating the Subscription and Sale Agreement, Shareholders' Agreement and other transaction documentation.
- Graymont Limited: Advised on the Australian aspects of Graymont's acquisition (in joint venture with Grupo Calidra) of the global lime and limestone business of the Sibelco group by way of share and asset sale, including in relation to the pre-acquisition re-structure of the Australian component of the business.
- Healthia Ltd: Advised in relation to an internal restructure prior to its initial public offer, including conversion of certain companies to public companies, amendments to share terms, conversion of shares and the acquisition of all of the ordinary shares in My FootDr (Aust) Ltd by Healthia Ltd in exchange for shares in Healthia Ltd and/or cash.
- LMA Support Services: Advising the local management entities on the corporate structure and offer documents associated with the transfer of the bulk water distribution assets from SunWater to local management and operation.
- Morgans Corporate Ltd: Advising on numerous underwriting agreements, including in relation to capital raisings for Namoi Cotton, Audeara Ltd, Superloop Ltd and PTB Ltd.
- Jameson Resources Ltd: Advised in relation to its $10 million placement to Oceltip Coal 1 Pty Ltd and Oceltip Coal 2 Pty Ltd.
- PWR Holdings Ltd and Motorcycle Holdings Ltd: Provided general corporate and head office advice including reviewing notices of meeting.