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Capital Markets & Corporate 

Jo Sarolis, Lawyer, provides insight into opportunities provided by MinterEllison for professional growth by working on deals such as the sale of TSA Management.

 

 

As a second year PQE lawyer in the Sydney Corporate/M&A team, I have had the opportunity to work on a number of exciting M&A deals, assist with the delivery of general corporate and commercial advices, and corporate restructures. It is an exciting time to be a part of the MinterEllison M&A team, which continues to grow from strength to strength, as we have acted on some of the largest and most high-profile M&A transactions in Australia. As a junior lawyer, the MinterEllison workplace provides me with a supportive environment, and the opportunity to grow professionally and to be involved in interesting and meaningful work. One matter that stands out for me is the sale of TSA Management.

In a nutshell

I was recently involved in advising the shareholders of TSA Management Pty Limited (TSA) on the sale of 100% of the shares in TSA to UK heritage private equity firm, Livingbridge.

TSA is a leading Australian-based business operating in the engineering services sector that provides project management consultancy services to private and public clients in the infrastructure and real estate sectors.

Livingbridge is an experienced UK heritage mid-market private equity investor with over AU$3.5 billion of assets under management and in excess of 100 completed transactions. This was Livingbridge's first investment in Australia.

TSA's existing shareholders and management have remained involved in the business and form the executive leadership team of TSA. 

The transaction was led by Con Boulougouris, Partner and Nick Kipriotis, Senior Associate from the Sydney Corporate/M&A team.

What was my involvement?

I was given broad exposure to every aspect of the deal and was involved in a wide variety of work. I had the opportunity to draft and prepare transaction documents such as a Share Sale Agreement relating to shares in a subsidiary of TSA, Executive Services Agreements, a Deed of Termination relating to the existing Shareholders' Agreement, and Employee Acknowledgement and Releases. 

I was also involved in the general project management of the transaction to ensure that all completion deliverables were attended to in a timely manner. This required me to frequently liaise with our clients and Livingbridge's advisors, providing me with the chance to build strong client relationships.    

What was significant for me, was the opportunity I had to attend negotiations, prepare for and attend signing of the Share Sale Agreement, review and negotiate transaction documents, independently organise and attend meetings with each vendor to sign ancillary transaction documents, coordinate and attend a 'dry run' at the offices of Livingbridge's lawyers ahead of completion, and generally act as a key point of contact for our clients and Livingbridge's lawyers in facilitating the deal through to completion.

Deal highlights

  • On trend: This deal was exciting because engineering services have been identified by financial sponsors as a sector ripe for thematic investing. This is primarily due to the infrastructure boom, which is well underway in Australia. We are seeing unprecedented levels of Federal and State stimulus to road and rail construction works, and the rising trend of Government to outsource major infrastructure projects and related services to the private sector. It was very exciting to work on a deal that places us at the forefront of a sector that is on trend and has driven M&A activity in Australia in recent times.
  • Deal complexities: The matter contained a number of interesting components such as varying employee bonus arrangements for a number of executives and advising in relation to a complex post‑completion share capital structure (including five different classes of shares). The variety of intricate legal issues provided me with an invaluable opportunity to broaden my understanding of corporate law and the private M&A transaction process.
  • Autonomy and mentoring: Working on this transaction provided me with a good balance between having a high degree of responsibility and autonomy, and being mentored and guided by accomplished partners and senior lawyers. The high level of responsibility, involvement and client exposure I experienced throughout the transaction was very rewarding to have so early in my career.
  • Exposure and experience: Another key highlight was working on the transaction from the start through to completion, and working closely with the clients throughout this process. This gave me the opportunity to truly understand the clients' needs and focus on achieving the clients' desired outcome. I was able to experience, first‑hand, how all the documents I had been working on translated into a practical reality. There was a lot of adrenalin throughout negotiation processes and on completion. The shareholders of TSA have worked hard to establish the TSA business and make it successful, so they wanted to ensure it was sold on the best possible terms and would continue to leave a legacy after it was sold. To contribute to achieving that position on behalf of our clients, and to navigate the sale process with our clients, is very stimulating, rewarding and a true privilege. 

Key takeaways

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Clients come to MinterEllison seeking innovative solutions to complicated legal issues. It is exciting to be part of a leading firm that is renowned in this regard, and to work with highly skilled partners and senior lawyers who are enthusiastic about mentoring junior lawyers. The high degree of responsibility given to me as a junior lawyer has provided me with the opportunity to grow professionally and be involved in fast‑paced and high‑profile M&A work.

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