This month we talk to E&R Partner Rory Moriarty and focus on a couple of recent transactions and developments in the E&R sector.
CU: Rory, there is no shortage of commentators speculating on the once and future attractiveness of Australian coal for foreign investors. Obviously, there is a great deal of uncertainty at this time but would you care to comment on any underlying trends we are seeing separate to the events in Canberra?
"In terms of acquisitions, it's no secret that foreign investment in Australian coal is feeding our coal hungry neighbours and it is those countries that are driving considerable transactional activity around the country.
"It's almost a cliché to talk about China, with more than 50 announced transactions in the past five years totalling well over A$50 billion, depending how you cut it. The reasons for this are well documented and certainly we have every expectation of this continuing for at least the next couple of years.
"India is also clearly a strong emerging force with growth prospects considerable and a continuing stream of interest in Australian coal (Adani Group's purchase of Linc's Galilee Coal Galilee Basin tenement and India Gurjarat NRE Coking Coal's NSW mine expansion are just a couple of recent examples.)
"We are particularly interested in Vietnam, Malaysia and Thailand of late and we expect to see one or more of these jurisdictions stealing some headlines from China in the coming year. Thailand's Banpu has already done so in recent times with its Centennial bid. Japan and South Korea remain massive coal export markets for Australia and it would be foolish to discount further major acquisitions (though perhaps not with the growth curve of China and the growth potential of the aforementioned SEA countries)."
CU: Rory, you recently advised Hong Kong based Noble Group on a number of Australian transactions, most recently, its acquisition of a stake in Aston Resources and the long-term coal off-take agreement from Aston's Maules Creek mine but prior to that, the sale of its interest in the Middlemount Joint Venture to Gloucester Coal Limited, and its earlier takeover bid for Gloucester which our readers will remember followed on from some ground-breaking proceedings before the Takeovers Panel. As a lawyer, are you seeing a difference in the way these deals are being conducted?
"Well, I don’t think the fundamentals are much changed but with sophisticated buyers we are seeing some appetite for complexity to ensure the right outcome. On the Noble/Middlemount deal, for example, we had the interaction of a live takeover bid, together with a large entitlement offer and a related party transaction. This required a significant amount of strategic legal advice and the three separate elements made negotiations very complex."
CU: Finally, Rory, on a more personal note, you are a younger partner of Clayton Utz. Can you tell us what drew you to the Energy & Resources sector in the first place?
"I gained broad experience as a corporate/M&A lawyer working across sectors fairly agnostically. Early on I had the opportunity to advise on a few E&R transactions which gave me some deeper exposure to the sector. I found it both challenging and rewarding to be able to dig in on both the operational and transactional work. It gave me greater insight into the company's needs and to see the life cycle unfolding over time. It helps me understand their business and it helps them knowing that we are also safeguarding their corporate memory and can pre-empt challenges and opportunities as soon as they appear on the horizon."