Chapman Tripp assisted NZX and ASX-listed Kathmandu Holdings Limited as lead legal advisors on the NZ$368m acquisition of Rip Curl and associated debt and equity funding arrangements.
The Chapman Tripp team was led by partners John Strowger, Rachel Dunne and Cathryn Barber, and included senior associates Jeremy Gray and Philip Ascroft, and solicitors Kate Roberts-Gray, Calvin Luo and Mitchell Spence.
Kathmandu has described the transaction as transformational, creating a global outdoor and action sports company, with in excess of NZ$1b of revenue.
The transaction required legal due diligence to be conducted across multiple jurisdictions and the negotiation of a sale agreement with multiple vendors for the acquisition of 100% of the shares in Rip Curl Group Pty Ltd. A vendor placement of approximately NZ$32m to which escrow arrangements apply will be made in partial satisfaction of the purchase price. The transaction will also be funded by a fully underwritten accelerated rights entitlement offer of NZ$145m and new senior secured debt facilities of NZ$231m. Shareholders will vote on the transaction at a special meeting on 18 October, and completion is expected to occur by the end of the year.
Xavier Simonet, Chief Executive of Kathmandu, said, “The expertise of the Chapman Tripp team proved invaluable. We knew we were in safe hands at every step of the deal.”
Strowger said, “We are thrilled to have played a part in such an important milestone in the life of Kathmandu. The Kathmandu team are a class act and we enjoyed the opportunity to work with them and their other advisors on such a significant transaction.”
Gadens acted as Australian legal advisors to Kathmandu on the transaction. Jarden Limited and Credit Suisse (Australia) Limited acted as Kathmandu’s financial advisers and Deloitte acted as transaction services and taxation adviser to Kathmandu.