King & Wood Mallesons has advised Leighton Holdings on the sale of its telecommunications assets to Ontario Teachers’ Pension Plan (Teachers’). Under the sale arrangements Teachers’ will acquire approximately 70% of the assets with Leighton’s retaining an interest in approximately 30%.
The assets subject to the sale include the Nextgen networks, a manager of fibre network services; Metronode, which runs data centres; and Infoplex, a provider of cloud and IT services. The sale price values 100% of these businesses at $885 million.
Under the deal, both parties have entered into a joint venture to implement an appropriate ownership structure to maximise the growth potential of the telecommunication businesses. Leighton will continue to support the businesses through the provision of operations and maintenance services through its Visionstream entity.
This was a multifaceted transaction requiring a full service legal team across a number of practice areas. The transaction was led by King & Wood Mallesons Partners, Susan Hilliard and David Eliakim. Susan Hilliard with Senior Associate Kate Creighton-Selvay coordinated the overall transaction. Key workstreams included – the share sale agreement (David Eliakim with Intan Eow), restructure (Ros Anderson with Miriam Kleiner), securityholder agreement (Susan Hilliard with Daniel Natale) and related party arrangements (Kate Creighton-Selvay). Specialist advice including Telco, tax, finance, IT/IP, employment and property was provided by Partner, Neil Carabine (Telco), Partner Scott Heezen (tax), Senior Associate Andrew Maynes (finance) and Partner Nicole Heller and Rebecca Lindhout (IT/IP), Partner Murray Kellock (employment) and Partner Andrew Norman (property). Other members of the KWM team were Charlie Ralph, Jack Hill, Edward Tudor, Charles Westh, Chelsea Tabart, Jimmy Wang and Adam Cattach.
King & Wood Partner Yuen-Yee Cho also acted for the financiers to the deal.
Susan Hilliard said: “Leighton is a core client of the firm and we were pleased to support them in reaching this successful outcome. The deal required a very complex transaction structure, effectively a number of ‘deals within deals’. Our ability to leverage our M&A, telecommunications and other specialist expertise allowed us to seamlessly weave together all aspects of this unique transaction.”
Leighton Holdings is Australia’s largest construction company. The transaction is expected to be completed by the middle of 2013.
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