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Keystone Group's acquisition of Pacific Restaurant Group Ltd by way of off-market takeover bid

Background

Pacific Restaurant Group Ltd (PRG) is an unlisted public company that owns the rights to the Jamie's Italian business in Australia and other premium restaurant brands. We advised the Keystone Group on its acquisition of the company and on the financing aspects of the transaction.

Client objectives

Keystone's business focuses on large format beverage venues and wanted to acquire PRG, which focuses on food venues, and form a consolidated food and beverage group. It required funds to do this which resulted in the parallel debt financing transaction with KKR and Olympus for $80 million. As PRG is an unlisted public company, the acquisition occurred via an off-market takeover bid under chapter 6 of the Corporations Act.

PRG was an attractive target for Keystone as PRG's stable of premium restaurant brands complimented and expanded Keystone's existing offerings.  

Our role

We advised Keystone on all aspects of the acquisition of PRG and the parallel financing deal with KKR and Olympus, including conducting due diligence on PRG and Keystone, structuring the deal, drafting all takeover documents and finance documents and managing he bid.

Key issues

The deal team overcame several challenges including:

  • structuring the transaction to provide Keystone with some of the advantages of a private treaty transaction, such as warranty protection supported by warranty and indemnity insurance, while complying with the restrictions in Chapter 6 of the Corporations Act
  • navigating collateral benefits prohibitions
  • negotiating complex financing, structured as secured loan notes within limited time constraints, and
    sensitive negotiations with third parties over critical commercial arrangements.

Outcomes

The acquisition was achieved by way of an off-market takeover bid pursuant to Chapter 6 of the Corporations Act, and was funded through debt financing provided by KKR Asset Management and Olympus Capital Holding Asia. The combined group is now one of the largest hospitality groups in Australia, with over $100 million of revenue.