About Vijay Cugati
Vijay is a leading M&A and corporate advisory specialist. He is consistently recognised as a market-leading adviser in leading publications, including most recently Chambers Global 2018, Chambers Asia-Pacific 2018, Best Lawyers 2019: M&A and Corporate Law, Doyle's Guide 2018, IFLR1000 2018 and Who's Who Legal: Corporate 2018.
Vijay's practice involves advising clients on public takeovers and schemes of arrangement, private acquisitions and disposals (including competitive sales processes), distressed M&A and restructurings, and listed corporate governance. He has advised on a variety of transactions across industry sectors for many of our strategic clients including Arrium, AJLucas, Aristocrat, Billabong, Brambles, Brookfield, Commonwealth Bank, Goldman Sachs, Investa, Leighton, Morgan Stanley, Recall and Westpac. He also advises clients on capital management initiatives, governance and ASX and Corporations Act queries; and regularly deals with regulators relevant to implementing transactions including the Takeovers Panel, ASIC, FIRB and ASX.
Vijay regularly writes on Australian market practice, including most recently in Practical Law Guides: Public Mergers and Acquisitions Global Guide 2018: Australia; Financier Worldwide: 2018 Annual Review M&A Australia; The International Comparative Legal Guide: Corporate Governance 2018 – Australia; and The International Comparative Legal Guide: M&A 2018 – Australia.
Vijay's direct experience on many recent strategic transactions in the Australian market means that he is across current market-trends and practice. Recent significant matters include:
- Investa Office Fund – on its response to the competing A$3.3 billion proposals from Oxford Properties and Blackstone Real Estate; the proposed management internalisation joint venture and earlier A$2.98 billion proposal from Cromwell Property Group;
- Recall Holdings – on its response to the A$2.67 billion proposal from Iron Mountain;
- Brambles Limited – on its proposed separation by demerger or trade sale of the IFCO RPC business;
- Aristocrat Leisure – on its acquisitions of Video Gaming Technologies (US$1.23 billion); Plarium (US$500 million + earn-out) and Big Fish Games (US$990 million);
- Billabong – on its acquisition by Boardriders, Inc (controlled by funds managed by Oaktree Capital) for an implied enterprise value of $380 million;
- Westpac Banking Corporation – on numerous fintech investments, including its joint venture with CBA and NAB to develop an instant mobile payment app platform for all Australians;
- Cerberus Capital Management – on its acquisition of Bluestone Holdings Australia, the Asia Pacific arm of non-bank lender Bluestone Group;
- Timezone – on the sale of the Timezone Family Entertainment centres to Quadrant Private Equity;
- Equifax Inc. – on its A$2.5 billion acquisition of Veda Group Limited;
- Brookfield – on its $699 million proposal to Gateway Lifestyle and on the take private of the Brookfield Prime Property Fund;
- Macquarie Infrastructure Partners – on its sale of Dulles Greenway Toll Road to Macquarie Atlas Roads for $US445 million;
- Genesee & Wyoming Inc. – on the purchase of Glencore Rail for A$1.14 billion and concurrently the issue of a 49% equity stake in Genesee & Wyoming;
- Morgan Stanley Real Estate Investing – on the sale to China Investment Corporation of the Investa Property Trust's portfolio of nine Premium and A-grade buildings for over A$2.45 billion, the biggest direct real estate transaction in Australia's history;
- Morgan Stanley Real Estate Investing – on the competitive sale process of the Investa office management platform, which provides asset and property management services to over A$8.9 billion of commercial office assets, as well as advice in connection with the DEXUS takeover proposal for Investa Office Fund and related Takeovers Panel work; and
- China Construction Bank Corporation – on its purchase of the over A$2 billion Australian corporate loan portfolio of The Royal Bank of Scotland Group Plc.
Vijay has worked on a variety of innovative and complex transactions in Australia and Europe (including during his time with Slaughter and May, 2005-2009).
Landmark deals include:
- Alinta Energy's finance syndicate – on the A$2.9 billion recapitalisation solution;
- Arrium – on its response to the A$1.2 billion proposal from Noble Group and POSCO;
- BHP – on its dual listed companies (DLC) merger with Billiton, the then largest merger in Australian corporate history;
- Billabong – on its response to numerous takeover proposals from various private equity parties, concluding in its recapitalisation by Centerbridge and Oaktree;
- Brambles – on its merger with GKN, again through a DLC structure, and subsequently the unification of the Australian/UK DLC structure via dual schemes of arrangement;
- Brambles – on numerous acquisitions, including the €135 million acquisition via a competitive sale of the Pallecon bulk container business from Apollo; the Ferguson Group for an enterprise value of £320 million; and Germany's IFCO Systems from London-based buyout firm Apax Partners for €923 million;
- CIMB Group – on its acquisition of the Australian cash equities, ECM and corporate finance businesses of The Royal Bank of Scotland;
- Commonwealth Bank – on its strategic alliance with Goldman Sachs to combine ECM and investment research expertise with Australia’s largest online retail share trading platform;
- CSC – on its A$436 million acquisition of UXC Limited;
- General Electric – on the acquisition from Smiths Group PLC of Smiths Aerospace for US$4.8 billion in cash;
- Discovery Metals – on the response to takeover proposals from the Chinese private equity group Cathay Fortune, including an A$830 million cash offer;
- Ferrovial Services – on its A$1 billion proposal to acquire Transfield Services and subsequent takeover offer;
- GE Money – on the sale of certain financial services businesses in the UK, Ireland, Austria, Germany and Finland to Banco Santander;
- >Global infrastructure investor – on its proposed A$5 billion acquisition and investment in the Pilbara iron ore sector, and on its bid for the Moomba to Adelaide pipeline system;
- Goldman Sachs and Brookfield – on the acquisition of Lloyd's NZ property loan portfolio;
- Leighton Holdings – on its response to the A$1.115 billion proportional takeover by Hochtief;
- Leighton Holdings – on its A$750 million capital raising and response to regulatory investigations;
- Pacific Equity Partners and Bain Capital – on their A$872 million proposal to acquire Bradken Limited; and
- Yum! Brands Inc. and Yum! Restaurants Australia – on the sale of Pizza Hut in Australia, including the master franchise arrangements for Pizza Hut's Australian network of 260 sub-franchisee stores.
Vijay is admitted in NSW and is a member of the Law Committee of the Australian Institute of Company Directors. He sits on our Clients & Pursuits Committee, is the Head of our US Practice Desk and was a founding board member of the Firm's Inclusion and Diversity Council.