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Adam Charles

Adam Charles

Partner

Adam’s practice focuses on strategic corporate transactions (including mergers and acquisitions and capital markets), private funds and corporate advisory.

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Experience

Adam has an uncommon blend of M&A (both public and private), private funds (domestic and offshore), capital markets and corporate advisory expertise.

Adam advises on transactions across a range of industries. He has particular expertise in acting for financial investors (both sponsors and institutional investors) on infrastructure and private equity transactions.

Adam is co-head of Herbert Smith Freehills’ Australian pharma practice.

He has worked in Herbert Smith Freehills’ London, Melbourne and Perth offices. Adam is a ‘global’ corporate lawyer, with significant experience advising on Australian, Asian, US and European transactions.

Clients have described Adam as “first class”, having a “solutions orientated approach” and “going above and beyond”.

Adam represents the firm’s Australian offices on the steering committee for the firm’s impact investment practice, HSF Impact.

Mergers & Acquisitions

Adam has extensive experience advising on all types of M&A and other strategic transactions, including hostile and recommended takeover bids and defences, demergers, distressed M&A and joint ventures. Adam’s credentials include advising:

  • Healthscope on its response to the approaches from the BGH-AusSuper Consortium and Brookfield and the successful scheme of arrangement and simultaneous takeover bid by Brookfield
  • National Australia Bank on its proposed demerger of its wealth management business
  • QSuper on its investment in Heathrow Airport
  • Brookfield Infrastructure Partners on the A$13 billion acquisition of Asciano and the associated break-up sales of Asciano’s ports and bulk businesses to bcIMC and CPPIB
  • AbbVie on its initially hostile proposal and eventual US$55 billion recommended takeover offer for Shire
  • Hastings Diversified Utilities Fund on its A$1.3 billion takeover by APA Group 
  • Utilities Trust of Australia in respect of its various investments in Perth, Melbourne and Launceston airports, Transgid, Electranet, Phoenix Natural Gas, Sydney Desalination Plant and South East Water
  • Future Fund on its participation in the successful Lonsdale Consortium (alongside QIC, GIP and OMERS) on the privatisation of the Port of Melbourne
  • EQT, Caisse de dépôt et placement du Québec and GIC on the A$1.26 billion sale of I- MED Radiology Network to Permira
  • Samsung C&T on its US$8 billion merger with Cheil Industries
  • The Weir Group on its proposed US$15 billion merger with Metso Oyj
  • Cargill, Inc. on the sale of its global malt business to Axéréal’s malt subsidiary, Boortmalt 
  • Coles Financial Services on the sale of its credit card loan book to, and establishment of its ongoing credit card distribution business with, Citi Bank
  • The Riverside Company, in respect of various acquisitions and disposals, including the sale of Global Orthopaedic Technologies, the sale of Simcro Limited, and the acquisition of Energy Exemplar
  • Centro Property Group on its A$12 billion debt to equity restructuring via five interconditional schemes of arrangement and a A$9.4 billion sale of US property assets to a Blackstone fund - widely viewed as the most complex restructuring in Australia’s corporate history and winner of M&A Deal of the year at the Capital CFO Awards 2012 and Australian Insolvency & Restructuring Deal of the Year Award at the 2012 ALB Australasian Law Awards
  • TPG Capital and the vehicle which gave effect to Alinta Energy’s A$2.5 billion debt for equity swap – the first transaction of this nature undertaken in Australia. This transaction won the ALB Business Awards Insolvency and Restructuring Deal of the Year in 2011
  • VicSuper on its investment in Sunshine Coast Airport
  • VicSuper, on its participation in the acquisition consortium in respect of the acquisition of Wheelabrator from US private equity firm, Energy Capital Partners
  • Macquarie on the sale of its interest in the Mumbida Wind Farm to Energy Infrastructure Trust
  • GE Energy Financial Services Inc and Boco Rock Wind Farm Pty Ltd on the development, financing and divestment of the Boco Rock Wind Farm
  • Prime Infrastructure on its A$555 million sale of its WA, Victorian and Tasmanian electricity and gas distribution assets
  • South Australian Health Partnership (comprising Macquarie Capital, John Laing and InfraRed Capital) on the New Royal Adelaide Hospital PPP Project
  • Utilities Trust of Australia on the sale of a 50% interest in the Port of Portland
  • Laguna Bay Pastoral Company on the sale of the freehold estate underpinning the largest almond plantation in the Southern Hemisphere 
  • Elders on the sale of forestry assets to Kohlberg Kravis Roberts & Co
  • Element Financial Corporation on its US$6.9 billion cross-border acquisition of GE’s fleet management business
  • Cargill on the A$364 million sale of flour milling and food manufacturing business, Allied Mills, to Pacific Equity Partners investee, Pinnacle Bakery
  • Wesfarmers on its £340 million acquisition of the UK Homebase retail business from Home Retail Group
  • Asia Coal Energy Ventures on its £100m unsolicited takeover bid for Asia Resource Minerals plc and an associated US$120 million acquisition of a loan portfolio
  • Catalpa Resources Limited’s A$1.1 billion merger by way of scheme of arrangement with Conquest Mining and contemporaneous acquisition of Newcrest’s interests in the Cracow and Mt Rawdon gold mines (to form Evolution Mining)
  • Catalpa Resources Limited’s merger by way of scheme of arrangement with Lion Selection Limited 
  • Murchison Metals Limited’s proposed A$3.2 billion merger by way of scheme of arrangement with Midwest Corporation Limited
  • Mount Gibson Iron Limited’s A$600 million hostile takeover of Aztec Resources Limited
  • Paladin Resources Ltd’s A$1.2 billion hostile takeover bid for Summit Resources Limited
  • Customers Limited’s scheme of arrangement for acquisition by DirectCash Inc.
  • Nova Energy Limited’s A$276 million recommended takeover bid for Toro Energy Limited.
  • Plus500 Ltd on its £460 million takeover by Playtech plc by way of merger under Israeli Companies Law
  • Great Southern Limited’s A$151.8 million acquisition of the interests of investors in 8 managed investment schemes via contractual schemes of arrangement
  • Swisse Wellness on the establishment of a global joint venture with PGT Healthcare LLP (the international joint venture between The Procter & Gamble Company and Teva Pharmaceutical Industries Ltd) for the roll-out of Swisse Wellness’ vitamins, minerals and supplements range in Asia, Europe and Latin America

Private Funds

Adam advises sponsors and institutional investors in relation to all matters arising across a private fund’s life cycle and a range of asset classes (including private equity, venture capital, debt, infrastructure, real estate and hedge funds) and jurisdictions (including Cayman Islands, British Virgin Islands, Delaware, Luxembourg, England, Scotland, Guernsey and Jersey) including:

  • the establishment of domestic and international open- and closed-ended funds and other structures;
  • acquisitions and disposals of fund interests and underlying portfolio assets;
  • co-investments and direct investments;
  • fund restructures; and
  • internal governance, compensation arrangements and economic structures.

Adam advised the A$6.3 billion UTA on its manager replacement process – the largest infrastructure portfolio to undergo a change of manager in Australian history.

Adam’s sponsor clients include Impact Investment Group, Federation Asset Management, Lighthouse Infrastructure, Social Ventures Australia, JPMorgan Asset Management, Goldman Sachs International, CVC Credit Partners, Dexus Funds Management, Laguna Bay Pastoral and Mekong Strategic Ventures

Adam’s institutional investor clients include Australia's sovereign wealth fund, the Future Fund, the Medical Research Future Fund, Victorian Funds Management Corporation, VicSuper, EnergySuper, Franklin Templeton and a number of other institutional investors on their investments with a range of managers, including Macquarie Infrastructure and Real Assets, Campbell Global, Oaktree, ROC Capital, QIC, PIMCO, AHL, Quadrant, Bridgewater Associates, New Enterprise Associates, Glen Point and Ellerston Capital.

Capital Markets

Adam acts for both issuers and underwriters in equity, debt and hybrid offerings by companies in Australia, Europe, the US, Asia and elsewhere. Adam’s capital raising credentials include:

  • Lonmin on its US$407 million rights issue on the London Stock Exchange and Johannesburg Stock Exchange, its US$370 million debt refinancing and its renegotiation of its South African Black Economic Empowerment arrangements
  • CVC Credit Partners European Opportunities' placing programme on the London Stock Exchange
  • Pact Group on its A$1.2 billion initial public offering and listing on ASX
  • Alinta Energy on its A$1.15 billion debt raising in the US Term Loan B debt market
  • issuers and underwriters in connections with various other IPOs and secondary raisings, including iBuy Group, Asia Coal Energy Ventures, Catalpa Resources, Peet Limited, Mount Gibson Iron, Windimurra Vanadium, ThinkSmart, PearlStreet and Great Southern

Corporate Advisory

Adam has extensive experience in advising corporations and directors on a range of urgent and critical matters, including investigations by Australian and foreign regulators, directors’ duties and board issues, contentious general meetings and proxy contests.

Adam is also deeply experienced in shareholder activism and has published on this subject. Notable shareholder activism scenarios on which Adam has advised include Glaucus Research’s attack on Blue Sky and Elliot Associates’ attack on Samsung C&T in connection with its US$8 billion merger with Cheil Industries. 

Background

Adam is admitted as a barrister and solicitor of the Supreme Court of Western Australia. Adam holds the degrees of:

  • Master of Laws from the University of Melbourne;
  • Bachelor of Laws (Honours) from the University of Notre Dame Australia;
  • Bachelor of Commerce, majoring in finance and accounting, from the University of Notre Dame Australia; and
  • Graduate Diploma of Applied Finance and Investment from Kaplan Education.

Adam is a member of the Victorian Regional Council of children’s cancer charity, Redkite.

Between 2010 and 2012, Adam lectured in the Law of Corporate Finance in the University of Notre Dame Australia’s undergraduate law program.