Tony Baldwin
Business | Policy
 
 
     
 
 
 
 
 
 
     

Company and Commercial - Examples

 

Public share floats, mergers and acquisitions

At Genesis Energy (2011- present):  
  • November 2016 – May 2017, Tony was Programme Manager for Genesis Energy’s acquisition of Nova Energy’s LPG business for $192 million. The transaction included a process letter agreed with Nova (on transaction and process parameters), a sale and purchase agreement, a transition services agreement, a gas supply agreement, a $225 million hybrid bond offer, and an option to acquire Nova’s shares in Liquigas.
    The project management role included: (i) coordinating the transaction across Genesis Energy’s team of around 30 people in different parts of the business, plus external advisers (legal, financial and operational); (ii) reporting to a steering committee (CEO, CFO and two executive general managers), and to the company’s due diligence committee; and (iii) providing commercial and strategy advice to the company’s CEO and CFO.

 

  • October – November 2016, Tony was Project Manager for Genesis Energy’s acquisition of NZ Oil and Gas’ 15% interest in the Kupe oil and gas field for $168 million. This project management role included (i) coordinating the transaction across the Genesis Energy team and with the company’s advisers, (ii) reporting to the company’s due diligence committee, and (iii) providing advice to the company’s CEO and CFO.
  • May 2013 to April 2014, Tony was the Project Manager for the Company of the IPO by which the Crown sold 49% of its shares in Genesis Energy for $736 million to overseas and New Zealand institutions, and the New Zealand public. This project management role included (i) coordinating the transaction within the Genesis Energy team, and between the Company, the Crown’s Joint Lead Managers and other advisers; (ii) supporting the CEO; and (iii) assisting with strategic issues.
  • July 2011 to May 2013, Tony advised the CEO of Genesis Energy on key strategic issues; and assisted the company with its preparations for the sale of 49% of the Crown’s shares and related scoping and IPO processes.

At Chapman Tripp (1984–87, 1989), Tony:

  • Co-ordinated the first equity prospectus to be registered in both Australia and NZ
  • Co-ordinated the documentation for other public floats, including American Strategic Investments ($100m)
  • Advised on various take-overs and company reorganisations, including Comalcol’s consideration of acquiring direct power supply assets
  • Helped to restructure State-owned enterprises
  • Manage the legal work for the trustee of the Fletcher Challenge and Brierly Investments Limited debenture trust deeds
  • Analysed the scope and nature of directors' potential liabilities under the Resource Management Act

 

Corporate re-structuring

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  • Tony also led the Crown team responsible for corporatising and deregulating the NZ Apple and Pear Board (ENZA),the NZ Kiwifruit Board (ZESPRI), and the NZ Dairy Board. Tony’s role in leading this restructuring described more fully in Producer Board Project Team
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Companies Act and Governance

  • As a company and commercial lawyer, Tony advised a range of boards on their duties and obligations as directors.
  • Tony was heavily involved in settling key aspects of the current Companies Act 1992 through an officials group addressing differences of policy and drafting between the Ministry of Justice, Ministry of Economic Development, Treasury and Parliamentary Counsel.
  • Tony has given advice on the constitution of various organisations, including for example the constitution proposed for Meat and Wool New Zealand.
  • Tony was invited to address the 8th International Conference on Corporate Governance in London in September 2007

 

Contract analysis and negotiations

  • Thales Group is a large Anglo-French electronics multi-national. Tony worked in its legal team on commercial transactions with parties in the USA, UK, India and the Middle East, preparing:
    • - Requests for tender

      - Partnership agreements, and

      - Equipment supply contracts

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    Tony helped the Thales Group to resolve a major contractual dispute with EDS in relation to an electronics supply agreement in the United States.

     

  • Tony acted as Special Adviser to the Secretary of Defence in a successful resolution of major warranty issues relating to a $500m contract between the Crown and BAE Systems for the purchase of seven new naval ships, which involved a complex range of technologies and relationships.

 

Review investment proposals

  • In early 2007, Tony was engaged by the Government to review a NZ Defence Forces proposal to invest in new satellite communication services at a reported cost of $100m.

 

Commerce Act and Securities Act

  • Tony was closely involved in ensuring that Commerce Act requirements could be satisfied:
  • - In forming the New Zealand electricity market (NZEM), and
    - Under a proposed 'mega-merger' of New Zealand's dairy co-operatives.

  • Tony has also been involved in two reviews of the Commerce Act, including its approach to vertically integrated natural monopolies.
  • Tony was also closely involved in various significant changes to the Securities Act and Securities Regulations

 

Co-operatives

  • As leader of the Producer Board Project Team , and subsequently as an adviser to various industry parties, Tony has been closely involved in analysing and re-organising supplier marketing co-operatives, including the NZ Dairy, Apple + Pear Board, Kiwifruit, Meat, Wool, Pork, Hops, and Raspberry Boards, all of which were operated under a co-operative philosophy.
  • Many of those boards have restructured to become co-operatives. Tony has written extensively on New Zealand’s largest company, Fonterra and the dairy industry.

 

Industry facilitation

     Transpower - Grid Planning

  • In 2010, Tony facilitated various workshops for Transpower’s Systems Operation division in relation to its organisational structure and strategy.
  • In late 2009, Tony facilitated an industry workshop for Transpower on its T2040 strategy.
  • In August 2008 and January 2009, Tony facilitated workshops for Transpower’s Grid Investment division in relation to its organisational strategy.
  • Tony assisted Transpower in its review of various internal and external processes that needed to come together to make efficient investment decisions in relation to the national transmission grid, including approvals from Transpower’s board, the Electricity Commission, local authorities, and land owners. Transpower’s review included internal workshops, and consultation with stakeholders
  • Transpower’s grid upgrade proposals: In mid-2007, Tony assisted Transpower in planning and managing stakeholder workshops on various grid investment proposals, in particular for North Auckland and Northland, Waitaki to Christchurch, and the HVDC Pole 1 retirement or replacement.
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    Telecommunications – Unbundling  

  • Telecommunications: Local loop unbundling (2006-08) - Tony led two working parties established by the telecommunications industry to develop technical and operational rules for the implementation of ‘local loop unbundling’ and ‘naked DSL’ in New Zealand

 

    Electricity market development

  • Hedge Market Development Group (2004-06): Tony successfully chaired a group of senior executives to agree on a package of measures to improve the market for instruments used in managing electricity spot and basis price risks.
  • Model electricity retail contracts : Tony successfully chaired this group of industry executives and consumer representatives in developing a draft set of model electricity retail contracts (before the formation of the Electricity Commission)

 

 

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