GILBERT + TOBIN AT A GLANCE · 2019-12-09 · Reliance Worldwide . Advising J.P. Morgan and Macquarie Capital as the joint . lead managers on the $918 million initial public offering

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AT A GLANCE

GILBERT + TOBINAT A GLANCE

GTLAW.COM.AU

2019

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GILBERT + TOBIN

IFLR 2019

DANNY GILBERTMANAGING PARTNER

THERE IS NO DOUBT THE BUSINESS WORLD IS EVOLVING RAPIDLY, AND GILBERT + TOBIN IS COMMITTED TO DEVELOPING INNOVATIVE SOLUTIONS FOR CLIENTS AND OFFERING MUCH MORE THAN STRATEGIC LEGAL ADVICE

Gilbert + Tobin is a tier one Australian corporate law firm. Since our inception in 1988, the firm has expanded to provide a full service legal offering to corporates and governments throughout Australia, and around the world. We have significant experience working with Asian clients, particularly Chinese investors, not only through our Asian alliances but through our extensive experience on cross border mergers and acquisitions

We are renowned for our top talent, progressive approach to legal issues and client service. From our Sydney, Melbourne and Perth offices, our lawyers bring a proactive, commercial approach, and a relentless drive to deliver superior results.

Gilbert +Tobin’s well-established base of corporate clients includes many of the ASX 100 leading companies, major infrastructure and services providers, large financial institutions, transport and logistics companies as well as government and public authorities.

"BEST FIRM I HAVE EVER WORKED WITH - PRACTICAL, COMMERCIAL, INNOVATIVE AND COST CONSCIOUS."

AT A GLANCE

G+T FULL SERVICE OFFERING

BANKING + INFRASTRUCTURE

CYBER SECURITY

DISPUTES + INVESTIGATIONS

COMPETITION + REGULATION

EMPLOYMENT

TAX

CHARITIES + SOCIAL SECTOR

DATA, CONTENT AND PRIVACY

REAL ESTATE + PROJECTS

CORPORATE ADVISORY

INTELLECTUAL PROPERTY

ENERGY + RESOURCES

TECHNOLOGY + DIGITAL

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Ranked tier 1 across

multiple areas of law.

We are one of Australia’s leading transactions, regulatory and disputes firms, committed

to outstanding citizenship.

“Best firm I have ever worked with - practical, commercial, innovative

and cost conscious.”

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BGH Capital led consortium

Advising on their $2.1 billion takeover of Navitas.

Land and Property Information NSW concession

Advising on the $2.6 billion concession to operate Land and Property Information (NSW’s titling and registry functions). The concession was the first of its kind in Australia and only the second of its kind anywhere in the world.

Viva Energy Group Limited

Advising on its successful IPO and listing on the ASX - the largest IPO in Australia for 4 years and the largest non-government IPO in Australian corporate history.

Jacobs Engineering

Advising on its $4.6 billion sale of its energy, chemicals and resources group to WorleyParsons.

Roads and Maritime Services

Advising on a long-running project culminating in the awarding of a 20-year concession to operate guided climbs on Sydney Harbour Bridge to Hammons Holdings.

MAJOR MATTERS + CLIENTSGoldman Sachs

Advising Goldman Sachs as arranger and underwriter of a senior term loan, and Westpac and CBA as super senior revolving credit facility lenders in relation to the Infigen Energy Group’s refinancing by way of a 5-year A$605 million syndicated facility agreement.

Anheuser-Busch InBev

Advising on the Australian aspects of its US$107 billion acquisition of SAB Miller. Subsequently advising on its proposed $16 billion sale of Carlton & United Breweries to Asahi Group.

Clare Solar Farm project

Advising National Australia Bank Limited and Sumitomo Mitsui Banking Corporation as financiers to Fotowatio Renewable Ventures, funding the multimillion-dollar construction of the Clare Solar Farm project.

Westpac Banking Corporation

Advising on a range of matters including achieving unconditional clearance in their acquisition of Lloyds’ businesses in Australia and the ACCC Inquiry into Residential Mortgage Pricing and the Productivity Commission’s Inquiry into Competition.

Morgan Stanley and UBS

Advising as joint lead managers of a $1.35 billion entitlement offer and placement by Atlas Arteria.

Paladin Energy restructure

Advising the ad-hoc committee of noteholders on the Paladin recapitalisation.

Coca-Cola Amatil

Advising on the joint acquisition with The Coca-Cola Company of a 45% stake in the Made Group.

Quantium

Advising in relation to negotiations with each of Facebook, News Corporation, Foxtel, Network Ten and MCN relating to arrangements for Quantium to provide data analytics services, including audience segmentation analysis and offers to media buyers of audience segments for targeted advertising.

DuluxGroup Advising on its $3.8 billion takeover by Nippon Paint by scheme of arrangement, the largest trade/strategic takeover in Australia in 2019.

Telstra

Advising on the merger of Foxtel and Fox Sports and in connection with a new venture capital fund launched by Telstra Ventures, the venture capital arm of Telstra.

Anheuser-Busch InBev

Advising on the establishment of a $3 billion MTN Program for its Australian subsidiary and the Australian aspects of the simultaneous global buy-back of bonds issued by the Fosters Group in the US, Europe and Australia.

BrisConnections

Advising the receivers appointed to BrisConnections, the owner of AirportLink in Brisbane, in proceedings against Arup for more than $2 billion.

Westpac Banking Corporation

Advising on its response to the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry.

Tabcorp

Advising in relation to the competition clearance for its mergers with Tatts. The $11.3 billion deal represented the largest and most complex merger authorisation in Australia in recent times involving a transaction that, in a previous iteration, was blocked by the ACCC.

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AT A GLANCE

Harbour Energy

Advising on its $14.4 billion bid for Santos.

KKR

Advising on its $2 billion acquisition of MYOB by scheme of arrangement.

Reliance Worldwide

Advising J.P. Morgan and Macquarie Capital as the joint lead managers on the $918 million initial public offering of Reliance Worldwide Corporation Limited.

Virgin Australia

Advising on strategic alliances and other competition issues, including its alliances with Air New Zealand, Etihad, Delta Airlines and Singapore Airlines.

Google

Advisng in relating to ongoing brand protection and enforcement activities in Australia.

Microsoft

Advising in relation to its submissions and advocacy to the ACCC’s Digital Platform Inquiry.

Rio Tinto Coal Australia

Advising on various rail and terminal access issues and strategic options in Queensland – including assisting with ACCC engagement in relation to the Abbot Point Coal Terminal, and negotiations with Hancock/GVK.

State Street Global Advisers

Advising in a high-profile case against law firm Maurice Blackburn, and industry super funds Hesta and Cbus over the promotion in Australia of a replica of SSGA’s Fearless Girl statue that sits outside the New York Stock Exchange.

Imdex

Advising on multi-litigation actions against various trade rivals over patent infringement in the mining technology field.

Twynam Agricultural Group Advising on the sale of three large agribusiness properties.

Commonwealth Government

Acting as solicitors assisting the Commonwealth on its response to the Royal Commission into Aged Care Quality & Safety.

Cargill Inc and Cargill Australia

Advising in extremely hard fought litigation against Glencore and Viterra Limited involving allegations of misleading conduct and deceit arising from Cargill’s acquisition of the Joe White Malting business.

Transport for NSW

Advising on the planned digitisation of the Sydney Trains rail signalling network, which includes trackside, core system and in-cab works. This included structuring tender documents and procurement processes, input to evaluation processes, advice on probity and governance, drafting and negotiating contracts.

Kawasaki Kisen Kaisha (K LINE) Advising on a landmark criminal cartel prosecution commenced in relation to 37 charges; negotiated guilty plea for 1 charge, resulting in a Court imposed penalty of $34.5 million.

Beach Energy

Advising on its successful $1.585 billion bid for Lattice Energy Limited and the related equity capital raising and debt financing to fund the acquisition.

Transport for NSW

Advising on the procurement of an intelligent congestion management platform, that is intended to bring state of the art technology including data analytics to solve the NSW road and transport congestion issues. The project involved elements of waterfall and agile development.

Mineral Resources Limited

Advising in relation to the original $1.15 billion sale of a 50% interest in the Wodgina lithium project to Albermarle Corporation which was later amended to the sale of a 60% interest for a cash payment of US$820 million and the transfer of a 40% interest in Albermarle’s Kemerton Hydroxide Plant (Trains 1&2) to Mineral Resources.

Yancoal Australia’s Independent Board Committee

Advising on the company’s US$3.4 billion acquisition of Coal & Allied Industries from Rio Tinto and the associated US$2.5 billion entitlement offer and placement to fund that acquisition.

Spotless

Advising on the defence of the unsolicited $1.2 billion takeover bid by Downer EDI.

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CORPORATE ADVISORYGilbert + Tobin’s Corporate Advisory practice is one of the most highly regarded in Australia. This group is structured to include all of the resources needed to serve clients engaged in complex corporate/commercial transactions and includes:

+ Mergers + acquisitions + Capital markets + Private equity + Funds + Fintech + Tax and stamp duty + Charities + social sector

COMPETITION + REGULATIONGilbert + Tobin’s Competition + Regulation group is the pre-eminent competition practice in Australia with particular expertise in the following sectors of commerce and industry:

+ Financial services + Digital economy + Broadcasting + Energy and utilities + Telecommunications + Water projects and regulation + Rail and ports + Healthcare and life sciences

BANKING + INFRASTRUCTUREThis group advises leading Australian and international financial institutions, investment banks, corporations and private equity funds and acts for lenders and borrowers on a range of issues from high-value corporate transactions to complex restructuring projects. The Banking + Infrastructure group is active in transactions involving:

+ Acquisition finance + Project finance and public private partnerships (PPPs) + Structured finance + Debt capital markets and securitisation + Insolvency and restructuring + Real estate finance

DISPUTES + INVESTIGATIONSOur Disputes + Investigations practice assists clients across the full spectrum of contentious matters. We understand litigation must be handled strategically and commercially, with regard to protecting our clients’ reputation. Our services include:

+ Complex commercial disputes, often involving substantial reputational risk

+ Banking and finance related litigation including compliance, risk and fraud

+ Regulatory investigations and prosecutions + Class actions + Bribery and corruption investigations + All aspects of employment advice, particularly in relation to

senior management issues + Resources litigation issues including Warden’s Court matters,

objections to tenement applications and other disputes

Chambers Asia-Pacific 2018

“I AM CONTINUALLY IMPRESSED BY THE PRACTICAL, COMMERCIAL APPROACH TAKEN BY THE FIRM AND THEIR COMMITMENT TO BUILDING SOLID PARTNERSHIPS WITH CLIENTS.”

PRACTICE GROUPS

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TECHNOLOGY + DIGITAL Gilbert + Tobin has a market-leading Technology + Digital practice with a particular emphasis on:

+ Technology, telecommunications and business transformation projects

+ The implementation of best practice procurement processes + Issues involving convergence and new media, such as IPTV and

mobile streaming, as well as privacy law, regulation and policy + Opportunities for digital content, new media, and data analytics + Technology-rich corporate and commercial transactions + Cyber-security and enterprise risk management + Cloud, mobility and the Internet of Things (IoT), including

on-demand services

ENERGY + RESOURCESThis group advises on all aspects of energy and resources projects, including acquisitions and disposals, development, construction, regulation and operations. Services include:

+ Project development and commercial arrangements + Acquisition and project finance + Regulatory issues and compliance + Foreign Investment Review Board (FIRB) requirements + Disputes + Native Title issues and land access

INTELLECTUAL PROPERTYGilbert + Tobin’s Intellectual Property group is one of Australia’s leading IP practices. The team aims to be at the forefront of IP services in Australia, engaged in the most complex cases for clients for whom IP issues are critical to their success. The team covers the spectrum of intellectual property law, including:

+ Copyright and data protection – advisory, enforcement and litigation, cyber security

+ Trade marks, designs and domain names – advisory, enforcement, litigation and prosecution

+ Patents – advisory, enforcement and litigation + Consumer protection – pre-publication advisory and post-

publication advertising challenges

REAL ESTATE + PROJECTSThis group guides clients through the property, planning, environment and construction aspects of some of Australia’s largest and most complex corporate projects and real estate transaction. Our expertise includes:

+ Major commercial and industrial property sales + Specialised ports and transport infrastructure projects + Telecommunications and data centres + Mixed-use greenfields + Commercial, industrial and residential leasing + Agreements associated with water rights

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The assistance we can provide includes:

+ Strategy development – For example, working with the leadership team of a large in-house team to define its purpose and overall strategic direction and priorities, as well as develop a program of change initiatives.

+ Innovation strategy – For example, advising GCs or heads of legal operations on the broad opportunities for innovation, particularly in process and technology change.

+ Technology roadmap and selection – For example, assisting in-house legal teams to understand technology options and in one case to help in vendor selection and negotiation.

+ Technology solutions – For example, configuring apps to assist with triage of business queries or coding the automation of documents.

+ Innovation and process interventions – For example, running hackathons or process design jams, or conducting specific process mapping or design thinking exercises.

+ Legal project management – For example, our experts have trained the entire legal teams at 3 large companies on legal project management basics and tools.

+ Capability development – For example, soft power learning and development sessions designed to equip teams with the necessary skills to flourish and thrive in today’s corporate environment.

G+T Innovate is an award-winning legal operations advisory service born from our understanding that our clients increasingly look to G+T not just to deliver market-leading legal work, but also to help them develop and drive innovation in the leadership of their legal function in order to help reduce total legal costs while continually improving service quality.

The G+T Innovate team has experience advising on legal productivity, process improvement, project management, adoption of new technologies, improved knowledge management and other innovations. We are now making the capability and experience of this team available to clients to assist in the transformation of their own legal operations.

G+T INNOVATE

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AT A GLANCE

PRO BONO + CORPORATE SOCIAL RESPONSIBILITY

PRO BONO

The Firm believes that lawyers have a responsibility to ensure the legal system is fair, equitable and accessible to all.

In 1996, Gilbert + Tobin was the first law firm in Australia to appoint a full-time in-house pro bono lawyer. We are a proud advocate of social justice and focus on providing advice and support to marginalised and disadvantaged clients and the organisations that work with them. The practice covers many diverse areas of law including discrimination, administrative law, defamation and public international law. Pro bono work at Gilbert + Tobin is particularly focused on issues affecting Aboriginal and Torres Strait Islander people, refugees, people with disabilities and the protection of human rights.

CORPORATE SOCIAL RESPONSIBILITYGilbert + Tobin is committed to acting in a socially and environmentally responsible way. Since 2007 the Firm has operated a formal corporate social responsibly practice in addition to its pro bono work. Gilbert + Tobin’s Corporate Social Responsibility program incorporates three areas – promoting and supporting reconciliation between Indigenous and non-Indigenous Australians, contributing to our community and reducing environmental impact.

Promoting and supporting reconciliation with Indigenous Australians has been part of the fabric of the firm since its inception. We also participate in a range of community activities with a particular focus on mentoring and skills-transfer and we consistently work to improve our environmental performance.

RECONCILIATIONGilbert + Tobin is passionate about reconciliation with Aboriginal and Torres Strait Islander peoples and believes in demonstrating this commitment in real and practical ways. The Firm has had a Reconciliation Action Plan (RAP) since 2008 and continually strives to develop it.

Gilbert + Tobin is committed to achieving practical steps towards reconciliation, including:

+ 30% of pro bono work is to be undertaken on behalf of Indigenous individuals and organisations.

+ Cadetship program for Indigenous law students.

+ Indigenous employment program. + Mentoring program for first year

Indigenous law students at Sydney universities.

+ Indigenous cultural awareness training for all staff.

+ Extensive contemporary Indigenous art program.

+ Participating in National Reconciliation Week on an annual basis.

+ Financial support for organisations supporting Indigenous peoples including Just Reinvest, Shine for Kids, the Cape York Girl Academy and Tribal Warrior Association.

+ Hosting visits from Indigenous high school students, especially from the University of NSW Indigenous Winter School and pre-law program.

+ Supporting Indigenous economic development by procuring products from Indigenous businesses certified by Supply Nation.

“The Wills project is about using our legal skills in a preventative way. Instead of trying to resolve disputes after a person dies, we provide assistance to avoid any disputes arising. Only around 6% of Indigenous people have Wills against more than 50% of the population as a whole, yet over 85% of burial disputes in the last 20 years involved Indigenous families.” Anne Cregan, Pro Bono Partner

Gilbert + Tobin won the Pro Bono Partnership Award at the 2017 Justice Awards, for a unique project delivered in collaboration with Moree’s Aboriginal Legal Service (ALS) and the Dharriwaa Elders Group.

2020 Best Lawyers Australia

72 Gilbert + Tobin partners were recognised by Best Lawyers, representing over 92% of the partnership acknowledged as leading in their areas of expertise.

2019 Lawyers Weekly Australian Law Awards

Gilbert + Tobin won Dispute Resolution Team of the Year.

2019 Mergermarket Australia M&A Awards

We won:

+ Private Equity Legal Adviser of the Year.

+ M&A Legal Adviser of the Year (Business Services).

+ M&A Legal Adviser of the Year (Consumer).

2019 Australasian Law Awards

Gilbert + Tobin was named ‘Law Firm of the Year’ (101-500 lawyers).

2019 Chambers

39 Gilbert + Tobin partners are recognised in 22 areas of law. We are one of only three Australian law firms to be ranked Band 1 in Corporate /M&A, Equity Capital Markets, Private Equity and Competition & Antitrust. We are also ranked Band 1 in Acquisition Finance, TMT: IT & Telecommunications and Fintech.

2019 Legal 500

Gilbert + Tobin is ranked for Real Estate, Banking + Finance, Capital Markets, Competition + Trade, Corporate + M&A, Dispute Resolution, Energy, IT + Telecoms, Intellectual Property, Labour + Employment, Media + Entertainment, Natural Resources, Project Finance, Regulatory Compliance + Investigations, Restructuring + Insolvency and Tax.

2019 AsiaLaw Regional Awards

Gilbert + Tobin was named Australian Law Firm of the Year.

2019 Client Choice Awards

Gilbert + Tobin was named Most Innovative Firm at the AFR Client Choice Awards 2019, for the second year in a row.

2019 Financial Times Innovative Lawyer Awards

Gilbert + Tobin won three awards:

+ Most Innovative Law Firm headquartered in the Asia-Pacific.

+ Legal Innovator of the Year. + Innovation in the Business of Law:

Technology.

2018 AFR Most Innovative Companies

+ Gilbert + Tobin was recognised in the AFR Top 100 Most Innovative Companies, and was the only law firm in the top 50.

2018 Legal Innovation Index

+ Gilbert + Tobin was recognised in the Janders Dean Legal Innovation Index 2018.

+ G+T was named organisational winner for their development of Verification<i> tool, which automates the initial public offering (IPO) verification process.

2018 Financial Times Innovative Lawyers Awards Asia Pacific

Gilbert + Tobin won the Innovation in Rule of Law and Access to Justice Award for their automation project with Australia’s leading refugee NGO, Refugee Advice and Casework Service (RACS).

2018 Australasian Law Awards

Gilbert + Tobin won seven awards + Australian Deal of the Year. + International Deal of the Year. + M&A Deal of the Year. + Equity Market Deal of the Year. + Insolvency and Restructuring Deal of

the Year. + Debt Market Deal of the Year. + Energy & Resources Deal of the Year.

2018 Employer of Choice for Gender Equality

Gilbert + Tobin received an Employer of Choice for Gender Equality citation from the Workplace Gender Equality Agency for the fourth year in a row.

2018 New Zealand Law Awards

Gilbert + Tobin won: + International Deal of the Year + New Zealand Deal of the Year

REACH + RECOGNITION

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YOUR OWNOUR KNOWLEDGEMAKE

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This document is prepared by Gilbert + Tobin for information only. Whilst reasonable care has been exercised in preparing this document, it is subject to change. Gilbert + Tobin cannot be held responsible for any liability whatsoever or for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. This publication may not be reproduced in any form or in any manner, in part or as a whole without written permission of the publisher, ©Gilbert + Tobin 2019