Herbert Smith Freehills is pleased to have advised on a series of transactions relating to the sale of Asciano and its associated assets. The transactions completed on 18 and 19 August 2016, following satisfaction of shareholder, court, competition and foreign investment conditions.

The firm advised:

• funds managed by Brookfield and its institutional co-investors on their acquisition, through a joint venture with Qube Holdings, on their successful acquisition of Asciano Limited’s Patricks Terminals business for approximately A$2.9b;
• funds managed by Brookfield and its institutional co-investors on their successful acquisition of Asciano Limited’s Bulk and Automotive Port Services business for approximately A$925m; and
• certain members of the consortium which successfully acquired all of the shares in Asciano Limited not already held by participants in the transaction, for cash consideration of A$9.15 per share.

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 A$12 billion.

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. Together they represent one of a limited number of successful break-up deals of a major ASX-listed company.

The Herbert Smith Freehills team was led by M&A partners Philippa Stone and Nick Baker. In relation to the M&A aspects of the transactions, Philippa and Nick 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.

Philippa Stone said, “this has been an exciting, landmark transaction and we are pleased that Brookfield and its institutional co-investors have achieved such an outstanding outcome”.

Brookfield is an alternative asset manager with more than $250b of assets under management focused on property, infrastructure, timberlands, agrilands and private equity. It manages the Brookfield Infrastructure Funds and is listed on the New York Stock Exchange (NYSE:BAM) and Toronto Stock Exchange (TSE:BAM.A).

Asciano was advised by King & Wood Mallesons, Qube was advised by Gilbert + Tobin and the consortium acquiring Asciano Limited was advised by Allens Linklaters.

About Herbert Smith Freehills

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