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Expertise

Darren is a corporate partner with over 20 years’ experience (including 5 years in London) in all aspects of a range of corporate and finance transactions, including:

  • mergers and acquisitions – private acquisitions and disposals, joint ventures, partnerships, off-market takeovers, schemes of arrangements, capital reductions, restructures and share buy-backs
  • equity capital markets – IPOs, delistings, placements, convertible notes and rights issues
  • financing and securitisation – senior and mezzanine debt, refinancing, insolvency, debt structuring and security structures (including sub-ordination and priority arrangements)
  • funds management – advising on and establishing managed investment schemes (including registered and unregistered schemes)
  • corporate advisory – corporate governance (including directors duties), issues relating to share capital (including financial assistance), capital raising and financial services regulation.

Darren is listed in the Best Lawyers in Australia 2021 edition for Corporate Law.

Experience

Darren’s recent experience includes:

Mergers and aquisitions

Private mergers and acquisitions:

  • advising Kollaras Group on the sale of its domestic brands beverages business to Independent Liquor Marketing, a subsidiary of Metcash Group
  • advising LifeWorks by Morneau Sheppell on the acquisition of two employee assistance and well-being businesses, SMG Health and Optum Australia
  • advising Randstad Australia on the acquisition of an IT recruitment business, Aurec Group
  • advising Tokio Marine Insurance on the acquisition of two insurance businesses from IAG
  • advising FRV, a global renewable energy solutions provider and leading solar developer, on the acquisition of Sebastopol solar farm
  • advising US owned Hunter Industries on the acquisition of Lumascape, an Australian based global manufacturer of lighting products
  • advising the owners of WGC Cranes on the sale of a cranes business to the Australian subsidiary of US conglomerate, Marmon, Inc.
  • advising Frasers Property on the sale of a commercial property and hotel development at its landmark Central Park development in Chippendale
  • advising the owners of a grains business on the sale to Agrocorp, a Singapore based agribusiness group
  • advising the owners of Huon IT on the sale of an IT business to Japanese owned Kyocera
  • advising SKY UK on the sale of Australian News Channel to News Corporation.

Public mergers and acquisitions:

  • advising Blake Education Limited on its proposed merger with 3PL Limited
  • advising a number of companies listed on the Singapore Exchange in relation to 7 off-market fully scrip takeover bids for ASX listed companies
  • advising the bidder on an off-market takeover, compulsory acquisition and delisting of ASX listed Everest Funds Management.

Joint ventures/restructures:

  • advising UK listed Hilton Foods Group on its Australian joint venture with Woolworths Group
  • advising a UK listed software business on an Australian corporate restructure
  • advising a Chinese company (listed on the Shenzhen Exchange) on an Australian joint venture and distribution arrangement
  • advising a US owned global chemical business on its Australian corporate restructure
  • advising Spirits Platform on the establishment of a premium spirits distribution business formerly conducted by Beam-Suntory.

Equity Capital Markets (ECM)

  • advising US registered, ASX listed PinchMe.com on the delisting of its CDI securities from the ASX, including buy-back
  • advising an institutional investor on a private placement of 51% in Oldfields Holdings Limited
  • advising LionGold Corp Ltd and Blumont Group Ltd on a number of placements in ASX listed companies.

Funds Management

  • advising Bensons Funds Management in relation to its portfolio of unregistered wholesale managed investment schemes
  • advising CHAMP Private Equity Group in relation to restructures of its funds
  • advising Goldmate Funds Management on the establishment of unregistered wholesale managed investment schemes for property development projects
  • advising Avari Capital on the establishment of unregistered wholesale managed investment schemes for property development projects
  • advising Mandala Group in relation to the establishment of an unregistered managed investment scheme for the purposes of acquiring various hotel properties, including regulatory advice under the financial services and managed investment scheme provisions the Corporations Act
  • advising an ASX listed entity on the establishment of a $70 million property fund with a stapled security structure, including the acquisition of various businesses and assets of management and operating companies of coastal resorts in NSW and Queensland
  • advising on the establishment of an unregistered managed investment scheme for the members of a strata scheme in relation to the ownership and leasing of a car parking business.

Financing

  • advising an Australian based property developer on a $110 million senior debt facility with a Chinese institutional investor
  • advising the Australian subsidiary of UK listed Hilton Foods Group in relation to a group financing facility with Royal Bank of Scotland
  • advising LSH Credit Australia in relation to various lending commercial lending facilities secured against real property
  • advising Acure Funds Management in relation to senior debt facilities for property acquisitions
  • advising an Australian food and beverage business on a cash advance facility from UOB
  • advising a national catering business on a $35 million senior debt financing facility with Commonwealth Bank of Australia.

Publications

24 February 2021 - Knowledge

Temporary changes to Australia’s continuous disclosure regime are here to stay

#Corporate & Commercial Law

The federal government has announced permanent changes to Australia’s continuous disclosure regime. We examine the practical effect of these changes and suggest some tips to assist company directors in managing the changes.

15 December 2020 - Knowledge

Review to simplify Australia’s corporations and financial services legislation announced

#Corporate & Commercial Law

The Australian Law Reform Commission has announced it will undertake a three-year review aimed at simplifying the notoriously complex laws that regulate corporations and financial services in Australia.

11 August 2020 - Knowledge

Directors duties still relevant: A friendly reminder in the age of COVID-19

#Corporate & Commercial Law, #Corporate Restructuring and Insolvency, #COVID-19

As the COVID-19 pandemic continues to have far-reaching consequences, company directors must continue to ensure they understand the duties they owe to their companies, shareholders and creditors.