Matthew J. Watts

Advised an asset management company on the establishment of a group that invests in high-quality community hotels, structured as a managed investment scheme vehicle, to acquire a hotel and gaming portfolio for a purchase price of AU$677 million. This included drafting scheme formation, custody and investment management documents, advising on Australian Financial Services Licence (AFSL) requirements and advising on and drafting offer document and marketing materials for investment in the scheme.

Acted as Australian Legal Counsel for and advising an infrastructure investment fund in the establishment of an Australian domiciled infrastructure feeder fund to the Infrastructure Investments Fund, including drafting of fund formation and offer documentation and advising on AFSL regulatory requirements applicable to the transaction.

Advised a Commonwealth entity on all aspects of the structuring and establishment of an innovation fund as an Early Stage Venture Capital Limited Partnership (ESVCLP). This included drafting ESVCLP formation and registration documents, advising on regulatory requirements under the Venture Capital Act 2002, preparation of offer documentation and marketing materials and advising and assisting CSIRO in relation to its application for an AFSL.

Advised one of Australia's largest industrial property REITs on a number of private equity property joint ventures for the acquisition and development of industrial land and in relation to private equity fund unit and share acquisitions and sales. This included advising on the establishment of the joint venture vehicle and the drafting of transaction documents including share and unit sale deeds, unitholder agreements, shareholder agreements, property management agreements and subscription agreements.

Advised a U.S. based agricultural investment firm on the structuring and establishment of its first two joint venture agriculture property investments in Australia with a privately owned Australian asset manager.

Advised a global real estate asset manager on all aspects of the internal transfer and restructure of its 50% ownership in premium-grade Sydney office building to be held through a managed investment trust structure, with a transfer price exceeding AU$300 million. This included advising on and drafting amendments to existing co-ownership and management agreements and drafting fund establishment documents.

Acted for a number of local and foreign investment managers on the establishment of registered and unregistered managed investment schemes and the appointment of an external trustee to operate the schemes, including drafting and negotiating fund formation documents and investment management agreements.

Advised an NYSE-listed global investment firm on its shareholder and ongoing arrangements in conjunction with its acquisition of a 75% stake in a Sydney-based infrastructure investment manager RARE Infrastructure.

Advised ASX-listed international investment company in relation to the 100% acquisition by Australia funding company of fund managers of two funds from a house of specialist investment teams from an Australian financial services company and the employee shareholders of each company.

Advised various local and international investment managers on the establishment and offering of Australian registered managed investment schemes. This work included advising on fund establishment, regulatory compliance and product disclosure requirements, negotiating investment management agreements and coordinating and participating in the due diligence committee.

Advised numerous local and foreign investment managers on the establishment of their financial services business in Australian, including relying on regulatory relief from the requirement to hold an AFSL.

Advised numerous Australian and international investment managers and a crowd-funding operator on their application for an AFSL, including drafting core proof and non-core proof documents and responding to requisitions raised by ASIC.

Advised a global real estate investment management company on the phased withdrawal from its real estate investment management activities in Australia including its management of five ASX-listed real estate investment trusts within excess of AU$7.2 billion in assets under management at the time and its co-investment stake of around AU$150 million in those trusts. This included advising on: risks and benefits of transaction alternatives; deal structuring (including internalisation and third party divestment options); preparation of key transaction documents; and strategic advice on transaction management, corporate governance, and due diligence compliance.

Advised the trustee for a large pooled Commonwealth superannuation trust on its investments in Australian and offshore private equity investments (in excess of AU$200 million in aggregate), including reviewing and advising on the underlying constituent and subscription documents and preparation of due diligence reports.

Advised a number of local investment managers generally on the drafting of key corporate documents including notices of general meeting, amendments to company constitutions, shareholder agreements, employee equity plans and employee shareholder loans.