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David is a senior partner in our commercial and corporate team.

David specialises in:

- Mergers and acquisitions
- Capital markets and corporate finance
- Restructuring/structuring
- Major commercial contracts (particularly in infrastructure)
- Local government law
- Corporate governance.

David advises listed and unlisted companies (locally and internationally), central and local government, and a wide variety of business organisations.

He is the lead partner for several of the firm’s key clients.

David regularly advises on asset and share transactions and has transactional expertise in the Takeovers Code and New Zealand’s Overseas Investment Regulations. When advising on such transactions he will often have responsibility for undertaking and project managing legal due diligence of the business, assets and/or shares being sold or acquired and provide advice on the funding and structuring of such transactions and investment vehicle.

David advises local authorities and council owned organisations in relation to significant commercial projects which relate to infrastructure and services provided to communities. He has an active practice in the sector, often advising on issues relating to governance of local authorities and the funding models available to them.

David’s advice and experience means he can provide a broader form of legal advice, that is, legal advice which addresses commercial and strategic imperatives.

David is a director of UIL Limited, a company listed on the London Stock Exchange (LSE:UTL). That company has a diverse range of investments in a number of jurisdictions (including New Zealand). 

Admission date: 1981

EXPERIENCE

David has experience in the areas of:

  • Local authorities and Council-controlled organisations
  • Mergers and acquisitions
  • Governance
  • Finance
  • Structuring.
LOCAL AUTHORITIES AND CCOS

David has advised:

  • Auckland Council, Auckland Transport and Watercare Services in relation to the Housing Infrastructure Fund (HIF) with particular emphasis on infrastructure funding  and development agreements with identified developers in the Auckland region.
  • Auckland Transport on the renegotiation of the agreement for Auckland rail passenger services with TransDev with particular emphasis on financial accountability for performance. 
  • Serco New Zealand Limited in relation to its bid to provide rail passenger services in the Wellington region, including consideration of the track access and other commercial contracts.
  • Auckland Transport in relation to the review and updating of the suite of procurement contracts for the good and services. 
  • Whanganui District Council in relation to a review and update of trade waste rating Bylaws to accord with current practice and an upgrade plant wastewater. 
MERGERS AND ACQUISITIONS

David has advised:

  • Zeta Resources Pte Limited in relation to its Takeover Offer to shareholders of New Zealand Oil and Gas Limited, a company listed on NZX (NZO) including applying for Overseas Investment Office consent, advising on and preparing all bid and lockup  documentation and liaising with independent expert for fairness between classes report.
  • Pan Pacific Petroleum (listed on ASX) in relation to the sale of its subsidiary which held the joint venture interest in the Maui oil and gas field including negotiating the sale terms. 
  • Energy Direct NZ Limited, an energy retailer, on the sale of its business and assets to TrustPower including undertaking a vendor due diligence and negotiating the sale terms.
  • Range International Limited (RAN.AX) on the due diligence and negotiation of the acquisition of New Zealand IP assets which were central to its IPO on the ASX.
GOVERNANCE

David has advised:

  • St John New Zealand in relation to its governance structure and the use of delegations in that structure, including assessing the various charitable trusts which comprise St John in New Zealand and how they interact in the context of a significant charity which provides vital services to the public.
  • Auckland Transport on various matters relating to the operation of various financial and operation delegations.
  • Airways Corporation of New Zealand Limited in relation to particular governance issues, particularly those with respect to the group and board structure.
FINANCE

David has advised:

  • CentrePort Limited in relation to the renegotiation of its loan and hedging facilities (of $150 million) including dealing with the formalities required for a company owned by the Local Authorities.
  • a key investor in the Brightwater group in relation to funding via mezzanine debt of convertible note facilities including the collateralisation of the obligations across the group.
  • Cornerstone Investments Limited in relation to the consolidation of its banking facilities ($200 million) for its suite of commercial buildings. 
  • Taranaki Land Ltd in relation the negotiation of a fixed price construction contract and the development funding agreements with ANZ for such development.
STRUCTURING

David has advised:

  • Airways Corporation New Zealand on a joint venture with European interests in air traffic information services internationally including drafting various jurisdictional agreements.
  • H.R.L. Morrison & Co Limited in relation to a corporate restructure  which entailed the solvent voluntary liquidation with a distribution of assets and incorporation of a limited partnership structure for the ongoing business including the preparation and negotiation of the limited partnership documentation.
  • on the reorganisation of the Brightwater engineering group in New Zealand and Australia in relation to the voluntary administration of Brightwater Engineering Services Pty Ltd (which is the general partner of an Australian limited partnership) and various issues with respect to contract counterparties and financers in relation to that voluntary administration of that company and the concluded DOCA.

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