Klay Brown

Special Counsel Sydney

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Overview

Klay provides strategic and commercially astute advice to investors, fund managers, asset managers, financial institutions and listed and unlisted entities. His experience spans a range of industries with a particular focus on the real estate, health and infrastructure sectors.

Klay's expertise includes advising on investment and acquisition transactions, financing and structuring, joint ventures, the establishment and structuring of investment products and general funds management matters.

Notable Work

Investa Funds Management Platform: advised on the restructure of the Investa Commercial Property Fund (which has assets under management of $5.1 billion), the related acquisition of the Investa funds management platform and the defence of the Investa Office Fund/Dexus scheme.
Folkestone: Advised Folkestone Fund Management on the merger of Folkestone Education Trust with Folkestone Childcare Trust and Folkestone Infrastructure Trust and recently advised Folkestone Limited on its acquisition by Charter Hall Group by way of scheme of arrangement.
AMP Capital Investors (AMPCI): advised AMPCI on numerous M&A and capital raising matters including on the sale of the 50% interest in the Domain Principal Group to Singapore based GK Gok Holdings, the divestment of its 25% interest in the Blue Cross Group and the disposal of an interest in Australian Pacific Airports Corporation to Future Fund.
Opal Aged Care Group acquisitions: advised on the acquisition of the St Ives aged care portfolio, the Aquarius Aged Care Group and the Aevum aged care portfolio.
Tourism Asset Holdings Limited: advised on the disposal by way of a share sale of a portfolio of 31 hotels located across Australia.
21st Century Fox: advised 21st Century Fox on the Australian aspects of the global merger of Shine Group with Endemol and Core Media, to create a combined producer of unscripted media content including “American Idol”, “The Biggest Loser” and “Big Brother” valued at more than $2 billion.
Yahoo!7: advised Yahoo!7 on the disposal of the Spreets business.
Seven Group: advised Seven Group Holdings Limited on the restructure and sale of its broadband subsidiary Vividwireless to Optus for approximately $230 million.
Credit Union Australia (CUA): advised CUA on numerous financial services acquisitions.
Altis Property Partners: advised Altis Property Partners/First State Super on the acquisition of Sydney Metro Airports, the owner of Bankstown and Camden airports.
Gold Coast Public Hospital Carpark and the Gold Coast Private Hospital Carpark: Advised AMP Capital on the acquisition of an interest equity interest in SurePark Investments Pty Ltd, the vehicle that owns and operates the Gold Coast Public Hospital Carpark and the Gold Coast Private Hospital Carpark.
Dalby to Gladstone Gas Pipeline: acted for the consortium comprising AMP Capital and China Investment Corporation on the proposed acquisition of BG Group's 540km Dalby to Gladstone high-pressure gas transmission pipeline.
Southern Way Consortium: advised clients of Access Capital Advisers on the acquisition of the interest held by Bilfinger Project Investments in Southern Way, a consortium that financed, designed and built the Peninsula Link freeway in Victoria and now operates and maintains that freeway.
NSW waste privatisation and Waratah Trains PPP: acted for NSW Treasury in relation to the privatisation and sale to the private sector of WSN Environmental Solutions. Also advised NSW Treasury on the financial restructure of the Waratah Train PPP and the investment by the NSW Government of $175 million in return for 100 per cent of the equity in Reliance Rail.
Origin Energy Limited: advised Origin Energy in relation to its successful $3.25 billion bid for NSW energy retail assets, Country Energy and Integral Energy, as well as the gentrader rights in respect of the Eraring and Shoalhaven power stations.
Origin Energy: advised Origin Energy on various matters relating to the construction of a gas pipeline to the proposed gas-fired power station at Kerraway, NSW.
Alinta: advised a large Canadian pension fund on the structuring and proposed acquisition of the energy assets of Alinta and AET&D Energy.
Infigen Energy: advised a financial investor on the proposed acquisition of Infigen Energy, a developer, owner and operator of renewable generation with interests in 24 wind farms across Australia and the US.
Elementus Energy: advised Elementus Energy, a privately owned Australian renewable energy company, on various aspects of the establishment of its business, the development of its portfolio of renewable energy assets and eventual sale.
Eureka Clean Energy Fund: advised in relation to the acquisition of an interest in and related development of a $1.2 billion wind-farm project at Robbins Island, Tasmania.
Woolworths: acted for Woolworths Limited in relation to the negotiation of a significant joint venture with a key supplier of Woolworths.
Sun Communities: Advised Sun Communities Inc (an NYSE listed REIT with a market capitalisation of approx. $10b) on the establishment of a joint venture for the development of a portfolio of manufactured home estates across the eastern seaboard and, separately, the acquisition of a cornerstone interest in Ingenia Communities Group.
Seven West Media: acted for Seven West Media on the establishment of the Foxtel/Seven Presto Entertainment Joint Venture and on the 7Wonder Productions Joint Venture.
Challenger Group: advised Challenger on the structuring of their equity investment in AssetSecure, a manager of trade receivable securitisation program.
Talent International: regularly advises Talent International, a leading provider of IT recruitment services, on all commercial legal matters, including strategic transactions, corporate governance matters and general contracting matters. Klay has also assisted Talent with its international expansion into New Zealand, Singapore, the establishment of a UK business which merged with UK recruitment business The 100 Company and the recent disposal to new cornerstone investor, Quintet Partners.
Valad Property Group: provided extensive advice to Valad on the restructure of the Kennards Self Storage joint venture.
Investa Funds Management Platform: Klay regularly advises Investa on funds management matters.
Charter Hall Group: acted on a broad range of fund establishments, capital raisings, restructures and reorganisations across the listed, unlisted retail and wholesale fund sectors, including:

relaunch of the Charter Hall Direct Office Fund.
establishment of the Charter Hall direct industrial fund number 4.
relaunch of the Charter Hall diversified property fund.

Folkestone: advised on the establishment and investment of a series of property, hotel and seniors living funds. This involved the establishment, promotion and structuring of several funds that were offered to both retail and wholesale investors, including preparation of IM, PPM and PDS as well as subscription agreements and attending to all regulatory requirements.
360 Capital: advised 360 Capital on the sale of its fund management platform and co-investment stakes to Centuria.
Altis Property Partners: Advising on all aspects of fund establishment and structure and the acquisition of numerous assets.
New Forests: advised New Forest on the establishment of several wholesale funds and on the acquisition of significant forestry assets from Great Southern and Gunns.
AMP Capital Investors: advised AMPCI on a range of fund establishments, capital raisings, restructures and general funds management advice.
Northward Capital: advised Northward Capital, an independent boutique Australian Equities fund manager, on the equity investment by nabInvest and associated arrangements with MLC.
RBS Social Infrastructure Fund: advised RBS Group Australia and RBS Funds Management on the divestment of the RBS Social Infrastructure Fund to AMP Capital Investors, including the retirement of RFM as the responsible entity and the transfer of asset management rights.
Mirvac Funds Management Limited: advised Mirvac on the establishment, structuring of and associated capital raising for Mirvac Wholesale Residential Partnership, a closed ended wholesale property trust to fund a number of development projects.
Rismark: advised Rismark International Funds Management Limited on the establishment, structuring and fundraising for the Rismark Active Property Trust and the Rismark International Advanced Real Estate Solutions Fund.

Klay Brown

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