Profile of Vijay Cugati

Vijay Cugati

Partner, Sector Leader, Investment Firms & Investment Management, BSc LLB (Hons)

About Vijay Cugati

Boards and senior management require the highest levels of expert guidance and strategic legal leadership. Not only does Vijay number amongst those called upon to advise, he stands at the forefront of a generational shift, seen by both clients and peers as one of Australia's leading M&A lawyers, regularly advising Australia's largest companies on significant, strategic mergers and acquisitions. A nominee for 2020 Australian Dealmaker of the Year, he is repeatedly recognised in leading publications, including most recently Chambers Asia-Pacific 2020, The Legal500 2020, Best Lawyers 2021: M&A and Corporate Law, Chambers Global 2019, Doyle's Guide 2020, IFLR1000 2020 and Who's Who Legal: M&A and Governance 2020.

Known for his commercial insights, with particular strengths in supporting and navigating issues at the Board and C-suite levels, Vijay's practice is renowned for its diversity, comprising complex and high-profile public takeovers and schemes of arrangement, carve-out transactions, private acquisitions and disposals (including competitive sales processes), distressed M&A, solvent reconstructions and restructurings. He is often called upon to advise at Board level, and offers commercially focussed, pragmatic guidance on our clients' most important deals and corporate governance issues. He also advises clients on 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: Public M&A in Australia 2020 (Q&A and market analysis guides): Australia; Financier Worldwide: 2019 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 is a member of the Law Committee of the Australian Institute of Company Directors and of the Corporate Governance Committee of the Property Council of Australia. He sits on our Clients & Pursuits Committee, is the Head of our US Practice Desk and was a founding member of the Allens Inclusion and Diversity Council.

For over 20 years, Vijay has advised on a variety of transactions across industry sectors and his direct experience on recent strategic transactions in the Australian market means that he is across current market-trends and practice. That experience has developed having worked on a variety of innovative and complex transactions in Australia and Europe, including during his time with Slaughter and May, 2005-2009.

Significant matters include:

  • Laureate Education, Inc. on its competitive auction process for the A$900 million sale of its operations in Australia (Torrens University Australia and Think Education) and New Zealand (Media Design School) to Strategic Education, Inc. (2020);
  • Brookfield on its acquisition of a 40% stake in IndoStar Capital Finance in India for US$203 million through a combination of equity shares and compulsory convertible preference shares (2020);
  • CML Group on its response to the competing proposals from Consolidated Operations Group and Scottish Pacific (2020);
  • AUB Group on its A$132 million acquisition of a 40% interest in BizCover, Australia's leading online insurance distribution platform (2020) and the acquisition of 73.15% of Experien Insurance Services (2020);
  • Commonwealth Bank on the sale of the CommSec Advisory unit to Morgans Stockbroking (2019) and its investments in Klarna (2019) and Square Peg (2020);
  • Brookfield on its A$1.3 billion acquisition by scheme of arrangement of retirement village operator Aveo Group (2019);
  • Brambles on its dual-track US$2.5 billion separation by demerger or trade sale of the IFCO RPC business, ultimately sold to Triton and ADIA (2019);
  • Bidder on the competitive auction process for the acquisition of the Snowtown 2 Wind Farm, one of Australia’s largest wind farms, located in South Australia (2019);
  • Westpac on its agreements with 10x Future Technologies (including minority equity investment) to build a standalone banking-as-a-service platform (2019);
  • AUB Group on its proposed acquisition of Coverforce (2019);
  • 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 (2018);
  • Brookfield on its take private of the Brookfield Prime Property Fund (2017) and the $699 million proposal to Gateway Lifestyle (2018);
  • Aristocrat Leisure on its acquisitions of Video Gaming Technologies (US$1.23 billion) (2014); Plarium (US$500 million + earn-out) (2017) and Big Fish Games (US$990 million) (2018);
  • PT Bayan on its $515 million acquisition of ASX-listed Kangaroo Resources by way of scheme of arrangement (2018);
  • Westpac Banking Corporation on numerous fintech investments, including zipMoney, Assembly and BeemIt, its joint venture with CBA and NAB to develop an instant mobile payment app platform for all Australians (2018);
  • Billabong on its acquisition by Boardriders, Inc (controlled by funds managed by Oaktree Capital) for an implied enterprise value of $380 million (2018);
  • Cerberus Capital Management on its acquisition of Bluestone Holdings Australia, the Asia Pacific arm of non-bank lender Bluestone Group (2018);
  • Timezone on the sale of the Timezone Family Entertainment centres to Quadrant Private Equity (2017);
  • Macquarie Infrastructure Partners on its sale of Dulles Greenway Toll Road to Macquarie Atlas Roads for $US445 million (2017);
  • 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 (2016);
  • 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 (2016);
  • Recall Holdings on its response to the A$2.67 billion proposal from Iron Mountain (2016);
  • 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 (2016);
  • Equifax Inc. on its A$2.5 billion acquisition of Veda Group Limited (2016);
  • CSC on its A$436 million acquisition of UXC Limited (2016);
  • Ferrovial Services on its A$1 billion proposal to acquire Transfield Services and subsequent takeover offer (2016);
  • 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 (2015);
  • 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 (2015);
  • 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. (2015);
  • Brambles – on numerous acquisitions, including the €135 million acquisition via a competitive sale of the Pallecon bulk container business from Apollo (2013); the Ferguson Group for an enterprise value of £320 million (2014); and Germany's IFCO Systems from London-based buyout firm Apax Partners for €923 million (2011);
  • Pacific Equity Partners and Bain Capital on their A$872 million proposal to acquire Bradken Limited (2014);
  • Leighton Holdings on its response to the A$1.115 billion proportional takeover by Hochtief (2014);
  • Billabong on its response to numerous takeover proposals from various private equity parties, concluding in its recapitalisation by Centerbridge and Oaktree (2014);
  • Global infrastructure investor on its proposed A$5 billion acquisition and investment in the Pilbara iron ore sector (2013) and on its bid for the Moomba to Adelaide pipeline system (2013);
  • Arrium on its response to the A$1.2 billion proposal from Noble Group and POSCO (2012);
  • Discovery Metals on the response to takeover proposals from the Chinese private equity group Cathay Fortune, including an A$830 million cash offer (2012);
  • CIMB Group on its acquisition of the Australian cash equities, ECM and corporate finance businesses of The Royal Bank of Scotland (2012);
  • Goldman Sachs and Brookfield on the acquisition of Lloyd's NZ property loan portfolio (2011);
  • Leighton Holdings on its A$750 million capital raising and response to regulatory investigations (2011);
  • Alinta Energy's finance syndicate on the A$2.9 billion recapitalisation solution (2011);
  • GE Money on the sale of certain financial services businesses in the UK, Ireland, Austria, Germany and Finland to Banco Santander (2008);
  • General Electric on the acquisition from Smiths Group PLC of Smiths Aerospace for US$4.8 billion (2007);
  • Brambles on its DLC merger with GKN (2001) and subsequent unification of the Australian/UK DLC structure via dual schemes of arrangement (2006); and
  • BHP on its DLC merger with Billiton, the then largest merger in Australian corporate history (2001).