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

David specialises in:

- Mergers and acquisitions 
- Restructuring/structuring 
- Corporate finance
- Corporate governance
- Infrastructure/Local authorities and CCO’s

With over 30 years’ experience he has considerable expertise in transactional work involving mergers and acquisitions, investment structuring and in advising on risk and governance issues that arise.  He is a highly-respected and trusted partner to both business and public entities.

He advises listed and unlisted companies (locally and internationally), central and local government, and a wide variety of business organisations on a range of complex matters that impact an organisation. He has particular expertise in transactions in the infrastructure, transportation and energy sectors.

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.

In corporate finance matters David’s experience includes equity and debt raising, asset finance, receivables and trade finance and restructuring & insolvency. He acts for borrowers, financiers and receivers in assessing stressed businesses and assets and in developing strategies for realisations and managing risk.

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

With his experience as a director of UIL Limited, a company listed on the London Stock Exchange (LSE:UTL), David can provide a broader form of legal advice, which addresses commercial and strategic imperatives.  David is also a member of the Institute of Directors in New Zealand and of RITANZ.

Admission date: 1981

MERGERS AND ACQUISITIONS

David has advised on many transactions, including:

  • Allectus Capital Limited’s acquisition from Infratil Ltd of Snapper Services Limited, the provider of electronic ticketing solutions in the transport sector.
  • 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.
RESTRUCTURING

David has advised:

  • On the solvent restructure of reconstruction of a group of property owning companies by effecting a swap of equity for units in a limited partnership and structuring the debt facilities.
  • 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 and transfer of assets to a limited partnership structure for the ongoing business including the preparation of the limited partnership and the transactional documentation.
  • on the reorganisation of the Brightwater engineering group in New Zealand and Australia including the voluntary administration of its Australian associate Brightwater Engineering Services Pty Ltd and various issues with respect to contract counterparties and financers in relation to that voluntary administration of that company and the concluded DOCA.
  • 111 Dixon Street Limited (the Developer) and related shareholder entities in relation to the acquisition and restructuring of the construction contract for the development of three tower blocks of apartments. David advised on the strategy for and implementation of the ‘hive off’ as a prepack whereby an SPV (as a subsidiary of the Developer), acquired the construction contract from Arrow International (NZ) Limited (through the administrators) (including taking an assignment of the head construction contract, sub-contracts and responsibility for payment to sub-contractors) and then completed the works. 
FINANCE

David has advised:

  • CentrePort Limited in relation to the renegotiation of its loan and hedging facilities 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 for its suite of commercial buildings. 
  • REISMAC on the establishment of its retail mortgage lending business in New Zealand.
  • On various debt and hedging facilities for borrowers on the instructions of overseas banks and law firms.
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.
INFRASTRUCTURE/LOCAL AUTHORITIES AND CCO'S

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 on a range of matters including the review of trade waste rating Bylaws, issues concerning the waste water plant failure and rebuild, recovery and reorganisation of port assets and the successful restructuring of the gas group of companies and the subsequent sale of the Energy Direct business.

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