MinterEllisonRuddWatts has advised Z Energy on its acquisition of Chevron New Zealand, one of the country’s biggest corporate acquisitions in recent years.
Funded by existing cash as well as an extension to existing facilities with a bank lending syndicate, it took a year implement with OIO consent, Commerce Commission consent and a plan for business continuity.
“The ability to operate the business on day 1 required Z Energy to negotiate new arrangements with global supplier to Chevron NZ and to complete all of those in time for 1 June 2016,” lead Minters partner on the deal Paul Foley told NZ Lawyer.
“These covered products, IT systems and help desk and other servicing arrangements. At its height, a team of 100 from Z Energy and Chevron were involved.”
The Takeovers Code prevented Z Energy from acquiring Chevron’s 11% shareholding in Refining NZ as the additional shares would have exceeded the 20% threshold. Chevron sold its shares in the company prior to settlement, transferring the legal title to the shares after the sale and purchase agreement.
“For this reason, Z Energy acquired a disclosable interest in those RNZ shares for a short period requiring public release of the sale and purchase agreement,” Foley said.
“A decision was made to keep that document simple, dealing only with the matters directly related to the sale of the shares, with a separate document recording a wide range of other features that were parts of the transaction. This was a somewhat novel solution to the unusual situation that the RNZ share sale timing had produced.”
Chapman Tripp advised Z Energy on the debt and equity funding, NZX requirements and ComCom application and Buddle Findlay acted for Chevron in NZ on the deal. An Australian MinterEllison team advised on ASX issues.
“The merger application was complex and involved a number of markets throughout the fuel supply chain including the retail supply of petrol and diesel, storage terminals, aviation fuel, bitumen, and the supply of diesel to customers who purchase it in bulk or through truck stops,” Foley sad.
MinterEllisonRuddWatts is now advising Z on the divestment of 20 sites that Z committed to dispose of as part of the Commerce Commission process. PwC are also assisting Z Energy as financial advisor.