MERGERS AND ACQUISITIONS – AUSTRALIA

Beach bulks up with $1.6bn Lattice deal

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Original article by Paul Garvey
The Australian – Page: 19 & 22 : 29-Sep-17

Beach Energy’s oil and gas production will be increased by about 150 per cent as a result of its deal to acquire the Lattice Energy assets of Origin Energy. Beach will significantly increase its debt to finance the $A1.585bn acquisition of the conventional oil and gas assets, but MD Matt Kay is confident that the company will be net cash positive by 2021. Origin had been weighing up both an IPO and trade sale of Lattice Energy, and CEO Frank Calabria says an IPO had remained under consideration until the deal with Beach was finalised.

CORPORATES
BEACH ENERGY LIMITED – ASX BPT, ORIGIN ENERGY LIMITED – ASX ORG, LATTICE ENERGY LIMITED, RBC CAPITAL (AUSTRALIA) LIMITED, WOOD MACKENZIE, SEVEN GROUP HOLDINGS LIMITED – ASX SVW

Tabcorp-Tatts merger up in air as court orders new competition hearing

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Original article by Damon Kitney, Scott Murdoch
The Australian – Page: 17 & 20 : 21-Sep-17

The Australian Competition Tribunal will reassess the proposed merger between Tabcorp and Tatts Group after the Federal Court upheld an appeal against its decision to approve the deal. However, the court has placed a five-day embargo on disclosing its reasons for ruling in favour of the Australian Competition & Consumer Commission, which will give the competition regular limited time to prepare a new submission on the $A11bn merger. The ACCC had argued that several points of law regarding the merger needed to be clarified.

CORPORATES
TABCORP HOLDINGS LIMITED – ASX TAH, TATTS GROUP LIMITED – ASX TTS, AUSTRALIAN COMPETITION AND CONSUMER COMMISSION, AUSTRALIA. COMPETITION TRIBUNAL, FEDERAL COURT OF AUSTRALIA, HIGH COURT OF AUSTRALIA, CROWNBET PTY LTD

Seven takes Coates from Carlyle in lucky break

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Original article by Carrie LaFrenz, Tess Ingram
The Australian Financial Review – Page: 15 & 20 : 21-Sep-17

Diversified conglomerate Seven Group Holdings will assume full ownership of Coates Hire after securing a deal to buy The Carlyle Group’s stake. Shares in Seven Group closed 9.8 per cent higher at $A12.28 after the $A517m deal was announced on 20 September. Carlyle had considered listing Coates Hire on the sharemarket earlier in 2017, and Seven CEO Ryan Stokes has not ruled out an IPO for the equipment rental firm in the future. The proportion of Seven’s revenue that is derived from industrial services will rise to 70 per cent as a result of the deal.

CORPORATES
SEVEN GROUP HOLDINGS LIMITED – ASX SVW, COATES HIRE LIMITED, THE CARLYLE GROUP, CARLYLE ASIA PARTNERS LP, WESTRAC HOLDINGS PTY LTD

Gordon plots as Ten creditors back CBS

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Original article by Darren Davidson
The Australian – Page: 19 & 26 : 20-Sep-17

WIN Corporation owner Bruce Gordon is considering his options after Ten Network’s creditors endorsed a takeover offer from CBS Corporation. Gordon could pursue further legal action, including a potential appeal after the Supreme Court of New South Wales rejected his bid to block the CBS deal. Meanwhile, Mark Korda of Ten administrator KordaMentha says the CBS deal is likely to be completed within 4-5 weeks. CBS secured the support of creditors after agreeing to increase the total value of its offer to $A209.7m, including upping the amount it will pay unsecured creditors from $A32m to more than $A40m.

CORPORATES
TEN NETWORK HOLDINGS LIMITED – ASX TEN, CBS CORPORATION, WIN CORPORATION PTY LTD, KORDA MENTHA AND COLLEAGUES PTY LTD, SUPREME COURT OF NEW SOUTH WALES, 21ST CENTURY FOX INCORPORATED, NEWS CORPORATION – ASX NWS, PPB ADVISORY, AUSTRALIAN TAXATION OFFICE

Gordon to appeal court ruling on Ten takeover

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Original article by Darren Davidson, John Durie
The Australian – Page: 17 & 28 : 19-Sep-17

The Supreme Court of New South Wales has ruled that the second meeting of Ten Network’s creditors can proceed on 19 September, after rejecting an application by Lachlan Murdoch and Bruce Gordon to have it postponed. They had argued that administrator KordaMentha did not fully consider their takeover offer for Ten when the firm endorsed the rival bid by CBS Corporation. Gordon is expected to lodge an appeal before the creditors’ meeting is held, which could further delay Ten’s sale. The court also rejected Gordon’s bid to prevent CBS from voting at the meeting.

CORPORATES
TEN NETWORK HOLDINGS LIMITED – ASX TEN, CBS CORPORATION, KORDA MENTHA AND COLLEAGUES PTY LTD, SUPREME COURT OF NEW SOUTH WALES, ILLYRIA PTY LTD, BIRKETU PTY LTD, WIN CORPORATION PTY LTD, 21ST CENTURY FOX INCORPORATED, PPB ADVISORY, NEWS CORPORATION – ASX NWS

Seven douses talk of deal with Fairfax

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Original article by Darren Davidson
The Australian – Page: 19 : 19-Sep-17

Sources close to Seven West Media have rejected speculation that a merger with Fairfax Media is under consideration, stating that no deal is imminent. Recent media reports suggested that Fairfax is courting the TV and print media group, but the Seven source said Fairfax may be merely seeking to attract interest from other media companies. Fairfax had previously held discussions with Nine Entertainment Company, its partner in the Stan streaming video joint venture.

CORPORATES
SEVEN WEST MEDIA LIMITED – ASX SWM, FAIRFAX MEDIA LIMITED – ASX FXJ, NINE ENTERTAINMENT COMPANY HOLDINGS LIMITED – ASX NEC, STAN ENTERTAINMENT PTY LTD, HT&E LIMITED – ASX HT1, AUSTRALIAN RADIO NETWORK PTY LTD, TEN NETWORK HOLDINGS LIMITED – ASX TEN, CBS CORPORATION, FACEBOOK INCORPORATED, GOOGLE INCORPORATED, SHOWTIME, TPG CAPITAL LP, DOMAIN.COM.AU

Revised Ten bid in the balance

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Original article by Darren Davidson
The Australian – Page: 24 : 18-Sep-17

KordaMentha has declined to comment on a revised bid for the Ten Network by Lachlan Murdoch and Bruce Gordon, which would result in unsecured creditors receiving a maximum payment of $A55m. The CBS deal would give these creditors no more than $A32m in total. The administrator is believed to be waiting for a Supreme Court of New South Wales judgment before deciding whether to put the new offer to Ten’s creditors. Murdoch and Gordon have alleged that KordaMentha had not provided creditors with sufficient information about the value of their joint bid.

CORPORATES
TEN NETWORK HOLDINGS LIMITED – ASX TEN, KORDA MENTHA AND COLLEAGUES PTY LTD, CBS CORPORATION, SUPREME COURT OF NEW SOUTH WALES, ILLYRIA PTY LTD, BIRKETU PTY LTD, WIN CORPORATION PTY LTD, 21ST CENTURY FOX INCORPORATED

Fairfax meets Seven; Nine talks on ice

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Original article by Max Mason
The Australian Financial Review – Page: 27 : 18-Sep-17

Fairfax Media and Seven West Media have declined to comment on suggestions that they commenced discussions regarding a potential merger prior to the recent passage of the Federal Government’s cross-media ownership reforms. Sources have stressed that any such talks are preliminary and may not result in a deal. However, a key issue could be Seven’s long-term debt of more than $A800m. Fairfax had previously held talks with Nine Entertainment Company, and the two had been widely touted as merger candidates if media laws were relaxed.

CORPORATES
FAIRFAX MEDIA LIMITED – ASX FXJ, SEVEN WEST MEDIA LIMITED – ASX SWM, NINE ENTERTAINMENT COMPANY HOLDINGS LIMITED – ASX NEC, PACIFIC MAGAZINES PTY LTD, WEST AUSTRALIAN NEWSPAPERS HOLDINGS LIMITED, MACQUARIE MEDIA LIMITED – ASX MRN, STAN ENTERTAINMENT PTY LTD, DOMAIN.COM.AU, TPG CAPITAL LP, HELLMAN AND FRIEDMAN

Watchdog slams AGL on Liddell

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Original article by Angela Macdonald-Smith
The Australian Financial Review – Page: 1 & 6 : 14-Sep-17

The Australian Competition & Consumer Commission had opposed the sale of Macquarie Generation – which owned the Liddell and Bayswater power stations – to AGL Energy in 2014. ACCC chairman Rod Sims believes that the $A1.5bn deal has contributed to the rising cost of electricity, noting that the competition regulator had warned of this at the time. AGL is under growing scrutiny over its plans to shut down the Liddell power station in 2022. The Federal Government recently set a deadline of 90 days for AGL develop a plan to replace the ageing plant’s output of 1,000 megawatts.

CORPORATES
AGL ENERGY LIMITED – ASX AGL, MACQUARIE GENERATION, AUSTRALIAN COMPETITION AND CONSUMER COMMISSION, ORIGIN ENERGY LIMITED – ASX ORG, ENERGYAUSTRALIA PTY LTD, AUSTRALIA. DEPT OF THE PRIME MINISTER AND CABINET, AUSTRALIA. COMPETITION TRIBUNAL, VERTIUM ASSET MANAGEMENT, UBS HOLDINGS PTY LTD, ALCOA INCORPORATED

CBS set for windfall on Ten’s tax credits

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Original article by Darren Davidson
The Australian – Page: 24 : 11-Sep-17

­KordaMentha’s report on Ten Network shows that the collapsed broadcaster’s unrecorded tax ­losses of $A58.9m could be utilised by CBS Corporation if it gains full ownership. The tax-loss credits could potentially enable CBS to book large profits before it becomes liable to pay any tax on Ten’s earnings. CBS requires approval from the Foreign Investment Review Board to acquire Ten, while businessmen Bruce Gordon and Lachlan Murdoch are seeking a court ruling that KordaMentha’s creditors’ report lacked sufficient detail.

CORPORATES
TEN NETWORK HOLDINGS LIMITED – ASX TEN, CBS CORPORATION, KORDA MENTHA AND COLLEAGUES PTY LTD, AUSTRALIA. FOREIGN INVESTMENT REVIEW BOARD, AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION, AUSTRALIAN TAXATION OFFICE, SUPREME COURT OF NEW SOUTH WALES, 21ST CENTURY FOX INCORPORATED