JWS Consulting is a division of Johnson Winter & Slattery providing commercial consulting services.
Johnson Winter & Slattery is engaged by major businesses, investment funds and government agencies as legal counsel on important transactions and disputes throughout Australia and surrounding regions.
Our firm provides a diverse range of opportunities for talented, enthusiastic people to develop brilliant legal careers.
Our news and media coverage including major transaction announcements, practitioner appointments and team expansions.
We support a number of community initiatives and not for profit organisations across Australia through pro bono legal work and charitable donations.
We support a number of organisations through sponsorships.
Understanding the economic and commercial rationale behind every transaction and providing the best legal solutions to help achieve your business objectives is at the heart of our corporate team’s approach.
Our corporate lawyers have represented participants in some of Australia’s largest transactions and provided advice on the implementation of company transforming deals, specialising in Mergers & Acquisitions (M&A) and Equity Capital Markets (ECM).
We are supported by specialist finance, tax, competition, property and IP lawyers who can assist in the resolution of a range of issues related to complex corporate and M&A matters, including ACCC merger clearances, transaction structuring, tax rulings, negotiation of acquisition finance facilities and due diligence.
Leading corporations work with us on a full range of M&A transactions, from innovative public takeover bids and major private-treaty acquisitions and disposals, to privatisations and complex court approved mergers by scheme of arrangement and large scale due diligence exercises. Our experience extends to stapling arrangements and asset transfer schemes, as well as the tax, competition and financing aspects of merger and acquisition deals.
Our industry experience is broad, covering a range of sectors and industries including energy and resources, agribusiness, financial services, media, transport, wine and other beverages, building products and consumer products.
We regularly engage with regulators (ASIC, ASX and the Takeovers Panel) and are actively involved in industry bodies and contribute to leading edge developments in mergers and acquisitions.
We represent arrangers, issuers and underwriters in IPOs, rights issues, hybrid security issues and the development of a wide range of structured financial products. We can assist with the preparation of prospectuses and product disclosure statements, as well as all underlying documentation. We also undertake due diligence and the preparation of information memoranda for private offerings including private equity, seed capital and unregistered managed investment schemes.
Our expertise includes liaison with ASIC and ASX in regulatory matters, including innovative relief applications.
Advising on its A$697 million acquisition of Barminco, creating Australia's second largest mining services company by revenue.
Advising on the acquisition of PageUp from its founders, Accel-KKR Growth Capital Partners and Accel-KKR Members Fund.
Advising on the acquisition of News Corporation publications - Inside Out, Country Style and HomeLife.com.au.
Advising on its acquisition of 100% of the shares in Catalent Australia Holding Pty Ltd, moving Blackmores into the manufacturing space.
Acted on the A$1.13 billion divestment of its Australian real estate/hotel projects to AWH Investment Group, part of the Yuhu Group.
Advised on its scheme of arrangement with PVH Corp, worth A$306 million.
Acted on its initial acquisition of a 30% interest in Mitchell Water and taking of a call option to acquire the remaining 70% interest.
Advising on the sale of the Aerocare business to Swissport, owned by Chinese conglomerate HNA.
Advised on the Australian aspects of the acquisition by Accel-KKR of approximately 35% of the issued share capital in Human Force.
Advising on its partial sale of Marlin Brands to funds managed by Oaktree Capital Management and Alceon.
Acted on all aspects of its acquisition of 60% of the 2XU group, having previously advised on L Catterton’s initial investment in 2XU.
Advised on all legal aspects of its investment in Phocas Limited.
Advising on the restructure of GensisCare and its sell down of shares in GensisCare to KKR.
Advised on its acquisition of Micromine, an exploration and mine design solution.
Advised on all aspects of its US$1.6 billion divestment of its interest in project Ichthys to INPEX.
Advising on its rights offering and private placement to raise approximately A$20 million.
Acting on its A$250 million accelerated non renounceable entitlement offer (fully underwritten by Deutsche Bank and UBS) in connection with its A$697 million acquisition of Barminco from private equity interests. The block trades by Ronald Sayers and Peter Bartlett of their shareholdings in Ausdrill for approximately A$150 million.
Advised on its recapitalisation, via share placement, led by major US-based biotechnology investor and Bionomic's largest shareholder, BVF Partners.
Advising the co-lead manager to the initial public offering of Coronado Global Resources Inc.
Advising on their Series B investment in Deputy Group by way of an acquisition of ordinary shares from existing shareholders and the issue of Series B preferred shares, creating the largest Series B investment in Australia to date.
Advising on its A$28 million capital raising via share placement.
Advised on their entry into a strategic partnership and PIPE transaction with Afterpay Touch Group.
Advising on various capital raisings to raise up to approximately A$68 million.
Advised on its private placement of CDIs to raise A$10 million and its non-renounceable entitlement offer to raise an additional A$4.3 million.
Advising on its private placement and security purchase plan of CDIs to raise approximately A$12 million.
Advising investors including D.E. Shaw Group, Senrigan Capital and commodities trader Noble Resources on restructures of A$132 million of convertible notes in Sundance Resources.
Ranked as Band 3 in Capital Markets: Equity law.
Ranked as Band 3 in Competition & Antitrust law.
Damian Reichel, Jeremy Davis and James Rozsa are ranked as leading lawyers in the category of Corporate/M&A.
James Rozsa is ranked as a leading lawyer in the category of Capital Markets: Equity.
"They have been very good at prioritising us as a client; other firms make you feel as if you are competing for their time and interest. I am sure they have other clients but they make us feel like a priority."
Jeremy Davis, John Keeves, James Rozsa, Paul Vinci, Justin Harris, Marcus Clark, Andrew Williams & Byron Koster are recommended in Corporate and M&A Law.
"The partner is the key contact and even the small queries are passed on to him instead of juniors. All queries are dealt with as important. This is their competitive differentiator."
Tim Bowley, Jonathan Cheyne, Justin Harris, John Keeves, Martin Kudnig, Karina Marcar, Damian Reichel and Paul Vinci are listed as leading lawyers in Corporate Law.
Sophia Bobeff, Tim Bowley, Jonathan Cheyne, Marcus Clark, Jeremy Davis, Justin Harris, John Keeves, Byron Koster, Karina Marcar, Damian Reichel, James Rozsa, Peter Smith, Paul Vinci and Andrew Williams are listed as leading lawyers in Mergers & Acquisitions Law.
Jonathan Cheyne, James Rozsa and Paul Vinci are listed as leading lawyers in Equity Capital Markets Law.
"A very nimble firm, able to work quickly and offering a lot of contact with the partner."
"The partners were readily accessible at any time of day and always provided timely service."
James Rozsa is ... particularly valued by clients as an adviser with "the rare quality of assessing risk rather than just identifying it and focusing on the stuff that poses genuine problems."
"It comes down to the quality of the very good senior people and the expertise and insight they are able to bring, rather than our having to pay for lots of junior lawyers."
"We were very happy with the representation: we needed a lot of guidance and hand-holding and they helped us to figure out Australia and what our strategy should be."
Damian Reichel is "technically excellent, commercially astute and pragmatic and a strong guardian of our interests."
Johnson Winter & Slattery "impresses with its exceptional willingness to engage with, and understand, its clients".
This piece is designed to prompt thoughts of what changes may be required in private M&A documents in order to accommodate and allocate risks relating to COVID-19 and the fallout from this pandemic.
ASIC and ASX have both announced temporary changes to their respective regulatory regimes to facilitate capital raisings for listed entities in response to the economic impact of COVID-19.
Times are changing rapidly with the current flow of Coronavirus measures introduced to support businesses in debt and distress.