MinterEllison has advised an Australian company with its goal of expanding in America.
The firm acted on BWX Limited’s $100m entitlement offer, which will fund the ASX-listed company’s US$80m acquisition of Andalou Naturals in the US. Proceeds of the fully underwritten 1 for 5.7 pro-rata accelerated renounceable entitlement offer were used to pay down existing debt facilities and fund transaction costs.
MinterEllison advised BWX on all Australian aspects of the capital raising, which includes conducting due diligence, negotiating the underwriting agreement, drafting offer documents, negotiating a debt bridging facility for BWX, and commenting on the US acquisition agreements.
With the acquisition of Andalou Naturals, which is estimated to have a turnover of US$41m and pro forma forecast EBITDA of US$8.5m for fiscal 2018, BWX gains a large operating platform and distribution network in the US.
“The transaction raised various complexities and required the team to navigate US securities law with US counsel for the staggered issue of BWX shares from an escrow agent to US based vendors of Andalou Naturals. The tight timeframe, over 30 US vendors and the US time difference made the transaction challenging,” the firm said.
The MinterEllison team was led by partner Nick Broome. He was supported by special counsels Sudharshan Senathirajah and Caitlin Chiu, senior associate Daniel Bell, associate Sarah Soon, and lawyers Elissa Young and Alex Dworjanyn.
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