Macquarie Asset Management led consortium / QubeMN-10007

Parties

Summary

A Macquarie Asset Management-led consortium, including UniSuper and other co-investors, proposes to acquire 100% of Qube Holdings Limited's issued share capital via a scheme of arrangement. Qube is an integrated provider of import and export logistics services, operating ports, terminals, rail, road, and storage infrastructure.

Acquisition details

A consortium comprising funds managed by Macquarie Asset Management ( MAM ) and co-investors proposes to acquire 100% of the issued share capital of Qube Holdings Limited ( Qube ) by way of scheme of arrangement ( Acquisition ). The consortium, through a series of Special Purpose Vehicles ( SPVs ), is to invest in Rubik Australia Holdings Pty Limited (ACN 694 529 149) ( TopCo ) and a wholly owned subsidiary of TopCo, Rubik Australia Pty Limited ( BidCo ), has entered into the scheme implementation deed ( SID ) with Qube. The consortium is made up of three direct investors, UniSuper (20%), Pontegadea Shareholdings Luxembourg Sàrl (an entity indirectly owned by Pontegadea, holding 15% through a dedicated SPV), and the MAM Box (65%). The MAM Box is an investment vehicle that comprises a number of Macquarie managed funds and large superannuation, sovereign wealth, and global investment vehicles. MAM, through various MAM-managed funds, will have a controlling interest in the MAM Box, which will result in MAM having a controlling interest in Qube. Other investors that will hold interests in Qube through the MAM Box, as well as existing interests in logistics and infrastructure assets, include Temasek, GIC Private Limited (GIC) and CalPERS. MAM MAM is the asset management arm of Macquarie Group Limited. MAM manages investments by clients in significant infrastructure assets in Australia (including airports, telecommunication assets, data centres and electricity distributors). MAM provides investment management services to the trustee of The Infrastructure Fund ( TIF ). TIF holds a 50% interest in the Port of Newcastle. The other 50% stake is held by China Merchants Port Holdings Company Limited. Qube Qube is an integrated provider of import and export logistics services, operating more than 200 sites across Australia, New Zealand and Southeast Asia and employs ~10,000 people. Qube’s service offering is underpinned by a network of assets including ports, terminals, rail, road and storage infrastructure. Qube’s operations are organised into three divisions: Logistics & Infrastructure ( L&I ), Ports & Bulk ( P&B ) and a 50% interest in Patrick Terminals. Qube is a tenant and port user at the Port of Newcastle. It supplies a range of services at the Port in relation to bulk, breakbulk and general stevedoring services, rail haulage services and grain export terminal services (through Newcastle Agri Terminal). Other co-investors UniSuper UniSuper already holds ~15% of Qube and, with its additional equity contribution, the Acquisition will result in it increasing its stake by approximately 5%. UniSuper also currently holds an approximate 11% interest in TIF, giving it an indirect look-through interest in the Port of Newcastle of approximately 5.5%. It is also a shareholder in Gardior Pty Ltd ( Gardior ), the trustee appointed to act on behalf of TIF. Temasek Temasek is a global investment company headquartered in Singapore with a presence in 9 countries. Temasek will acquire a 12.5% look-through stake in Qube. Temasek’s wholly owned portfolio entity, PSA International Pte. Ltd. ( PSA ), owns BDP Asia Pacific (Australia) Pty Ltd, which is a freight forwarding supplier offering freight, transport and logistics services across Australia. PSA also has a 20% interest in Hutchison Port Holdings Limited, which through Hutchison Ports Australia operates container terminals at Port Botany and Port of Brisbane. Temasek currently has a 6.48% interest in Patrick Terminals. Temasek’s wholly owned entity, Heliconia Capital Management ( Heliconia ), manages a fund that holds a majority interest in Pacific International Lines ( PIL ). GIC GIC will acquire a 6.59% look-through stake in Qube. GIC through its affiliate, Buckland Investment Pte Ltd ( Buckland ), has a 12% interest in Pacific National, a rail freight services provider and an 11% interest in Linx Cargo Care, a transportation and logistics company. CalPERS Smaller co-investors in the MAM Box include CalPERS, a Californian pension fund, investing through a MAM Controlled Sidecar investment vehicle, which will have a look-through interest in Qube of 2.7%. CalPERS holds an equity stake in the Port of Melbourne of 9.95% which is held via a separate account managed by Queensland Investment Corporation ( QIC ). NPS The National Pension Service ( NPS ) is a state-owned public pension fund based in South Korea. NPS will acquire a 4.3% look-through stake in Qube via the MAM Box (to be acquired in two stages, initially 1.3% and a further 3.0% to be committed shortly thereafter, both to occur prior to completion). As a result, MAM’s look-through stake in Qube will reduce by 4.3%. NPS holds a 10% equity stake in the Port of Melbourne which is held via a Global Infrastructure Partners Australia feeder trust.

Consultation

The period for providing submissions or information in response to the ACCC’s Phase 1 questionnaire has concluded.