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Matt Baumgurtel

Partner
+61.2.9513.2579
Fax +61.2.9513.2399
Mr. Baumgurtel is a partner in our Energy, Infrastructure and Resources group. He has 15 years of experience advising on energy and infrastructure projects, mergers and acquisitions transactions (both public and private), corporate advisory, and cross border transactions in Australia and throughout the Asia Pacific region, particularly in the energy sector.

He advises on energy and infrastructure development projects, particularly in the energy sector. He specialises in the provision of strategic and commercial legal advice throughout the energy / infrastructure asset lifecycle: from project acquisition, development (including offtake contracting and grid connection), financing, construction, operation, joint ventures and divestment, with a particular focus on asset M&A and corporate transactions.

Mr. Baumgurtel represents investors and companies developing and financing wind, solar, thermal, transmission, energy storage and other energy projects.

He has expertise in drafting and negotiating project agreements, EPC agreements, operation and maintenance agreements, offtake, connection and access agreements and power purchase agreements. He also has experience managing non-recourse project financing including parallel bank negotiations, due diligence and transaction documentation.

Professional Background

Prior to joining the firm, Mr. Baumgurtel was General Counsel, Company Secretary and an executive director of a leading global developer of renewable energy projects in Australia and the Asia Pacific region. He was previously a senior associate and lawyer at a number of leading global and national law firms both in Australia and the Asia Pacific region.

Experience gained prior to joining K&L Gates includes:

Energy
Advised FRV on:
  • the acquisition of the Goonumbla Solar Farm (77MWac) from a Canadian energy utility company, including conducting legal diligence and negotiating and drafting sale and purchase agreements.
  • as project sponsor on all aspects of the Lilyvale Solar Farm (100MWac) project including:
    • negotiation and drafting of the first utility scale solar power purchase agreement with Ergon Energy Queensland
    • managing the non-recourse project financing including parallel bank negotiations, due diligence and transaction documentation This was the first project financing of Ergon Energy solar PPA
    • negotiation and draft of project documents including EPC agreement, O&M agreement, and connection and access agreement.
  • as project sponsor on all aspects of the Clare Solar Farm (100MWac) project including:
    • negotiation and drafting the first green field solar purchase power agreement with Origin Energy
    • management of the non-recourse project financing including parallel bank negotiations, due diligence, and transaction documentation. This was the first Australian project financing of a solar farm which does not benefit from State or Federal government support
    • negotiation and draft of project documents including EPC agreement, O&M agreement, and connection and access agreement
    • sale to consortium of superannuation funds (DIF and Lighthouse). Negotiated and drafted transaction documents. Managed due diligence and stakeholder consents. This was the first Australian sale of solar project during construction.
  • as project sponsor on all aspects of the Moree Solar Farm (56MWac) project including:
    • negotiation of ARENA funding agreement
    • renegotiation and amendment of ARENA funding agreement and negotiation of CEFC non-recourse project financing
    • negotiated and drafted first Origin Energy green field solar PPA in Australia
    • negotiation and draft of project documents including EPC agreement, O&M agreement, and connection and access agreement
    • negotiation and drafting of refinancing on non-recourse basis.
  • as project sponsor on all aspects of the Royalla Solar Farm (20MWac) project including:
    • negotiation of the Deed of Entitlement with Australian Capital Territory. This was the first ACT renewable tender
    • management of the project non-recourse financing which was the first utility scale solar plant in Australia to reach financial close
    • negotiated and drafted transaction documents and implemented equity divestment to Dutch infrastructure fund DIF.
  • Acted for Orica on the potential purchase of Burrup Holdings Limited from receivers and managers. This included co-coordinating due diligence and drafting the report.
  • Acted for a joint venturer in proposed Archer Point Wind Farm wind farm. This included negotiating and drafting transactions documents including shareholders agreement and the transmissions/connection agreement.
  • Acted on the sale of NSW power assets. This involved the structuring of various assets for trade sale including advising in relation to cross boarder leases over those assets.
  • Acted for Infigen Energy on the formation of a consortium to bid for wind farm assets. The role included drafting and negotiating the joint bidding agreement.
  • Acted for BlueScope Steel Limited on a proposal to acquire a listed Pilbara based iron ore company including conducting extensive legal due diligence.
  • Acted for Thai Gypsum Products on the expansion of Australian operation / sales, including in relation to possible investment structures.
  • Acted for SGC Wind Energy as sponsor of 9.0MW wind project located in the Nakorn Si Thammarat Province of Thailand. Role included advising on project vehicle structure and drafting the related investment agreement whereby investors would participate on an equity or preference equity basis. Also negotiating and drafting project documents (including construction contracts, turbine contracts and offtake agreement).

Infrastructure
  • Acted for RiverCity Motorway advising the receivers and managers in relation to the re-negotiation of the operation & maintenance agreement in relation to the CLEM7 tunnel. This included drafting amending deed and advising in relation to receivers’ liabilities.
  • Acted for Maxis Broadband Sdn Bhd on its joint venture in relation to IPTV services in Malaysia. Role included leading negotiations with joint venture party and drafting the services agreement.
  • Acted for Canadoil Group on its joint venture with Sumitomo Metal Industries Ltd in relation to a steel plate mill in Thailand. The role included:
    • negotiating and drafting equity investment agreement – investment in Luxembourg holding company; steel plate off-take agreement; and technology transfer and licensing agreement
    • co-ordinating associated Luxembourg law issues and procedures
    • negotiating and commenting upon project financing documents
    • its joint venture between Canadoil Group and Boccard in relation to pipe spooling fabrication services in the Asia Pacific region. Role included drafting and negotiating joint venture arrangements.
  • Acted for Canadoil Group on various other project financings, including financing of steel plate mill referred to above; and proposed Reg S Rule 144A High Yield Bond issuance.
  • Advised on a bid for the M7 toll way. The role led the legal due diligence review, drafted the legal risk report, and presented a report to the investment committee.
  • Advised on a bid for the Pennsylvania Turnpike. This included commenting on and amending the JV agreement, leading documentary review, drafting legal risk report, and presenting report to investment committee.
  • Advised on the Farukolhu Island resort in Fiji. Advice included drafting and negotiating joint venture agreement between a private investor, Intercontinental Hotels Group and the Fijian government to develop a new luxury resort, airport and associated infrastructure.
  • Advised Optus SingTel and a JV company on established between Optus and the Futuris Joint Venture in relation to the successful bid for a AUD958 million grant from the Australian Federal Government to build and operate telecommunications infrastructure to provide broadband internet services to rural and regional areas. This included drafting and negotiating JV Agreement and funding agreement between the JV company and Government.
  • Advised Macquarie Infrastructure Group on the restructure of their U.S. toll road assets. This included structuring advice, including co-ordination of international advice and implementation and documentation of restructure.
  • Acted for Macquarie Bank Limited in its purchase of 50% interest (pre sale by liquidator) via debenture structure (avoiding pre-emption provisions) of the Cross City Tunnel. This included leading document review, drafting key legal risk analysis included in investment committee briefing papers, and drafting and negotiating purchase documentation.
  • Advised on the purchase and on-sale of 20% interest in Lane Cove Tunnel by Macquarie Bank Limited. The role included leading document review, drafting key legal risk analysis, and drafting and negotiating purchase and subsequent sale documentation.
  • Advised a group of private investors in relation to sale of Vatulele Island Resort (Fiji) to WaterFront Fund (NZ based property development fund). Role included drafting and negotiating transaction documentation, and the provision of advice in relation to development and revenue sharing earn out arrangements.

Upstream Oil and Gas
  • Advised Pura Vida Energy NL on the restructure and subsequent farm-out of a 52% participating interest in the Mazagan permit offshore Morocco to Plains Exploration & Production Company. The role included:
    • drafting farm-out agreement and ancillary documents (including joint operating agreement)
    • ASX listing rule advice
    • implementing restructure across various jurisdictions (including instructing foreign counsel and advisors).
  • Advising Pura Vida Energy NL on the following:
    • its Production Sharing Contract for Nkembe block offshore Gabon. Role included revision of production sharing contract and establishing corporate holding structure
    • a private placement and subsequent shareholder approval
    • its proposed area of mutual interest offshore Morocco. This included drafting area of mutual interest agreement.
  • Acted for Strike Energy Limited on the drafting of their joint operating agreement in relation to their Western Australian permit.
  • Advised Pearl Energy (owned by Mubadala - Abu Dhabi state owed entity) on its various oil and gas projects and joint ventures in Thailand and Vietnam. Role included negotiating JV agreements and project documentation, and supervising government approvals processes.
  • Advised PTT Public Company Limited on its various oil and gas projects (including joint developments and farm-in arrangements) in Thailand. This included negotiating JV agreements and project documents, and supervising government approvals processes. Also acted on the restructure and preparation of wholly owned special purpose vehicle (PTT Exploration and Production Public Company Limited) in anticipation of their IPO.
  • Advised Royal Dutch Shell on its divestment of Shell’s retail and commercial fuel and lubricant business in Laos to PetroVietnam Oil.

Public Company Takeovers
  • Advised a large energy and petroleum company in relation to potential takeover bid of Cooper and Surat basin focused energy company. Advice included co-ordinating detailed public information due diligence including drafting detailed report to board, drafting various transaction documents included scheme implementation agreement and providing advice in relation to various corporate and asset level issues arising from due diligence.
  • Advised an ASX listed E&P company on its proposed de-merger of its U.S. assets, and their combination with the US assets of another ASX listed energy company, with the intention of listing the merged entity on ASX. Role included preparing structure paper for board and draft term sheet.
  • Advised Pacific Equity Partners in relation to the acquisition of Spotless Group Limited. This included advising in relation to pre-bid tactics including drafting pre-bid agreements, co-ordinating detailed legal due diligence and drafting report to PEP and their financiers, negotiating and drafting scheme implementation agreement, drafting relevant section of scheme book, implementing scheme including co-ordinating payments to shareholders and repayment of Spotless debt facilities, negotiating advisor engagement letters, co-ordinating USPP Notes re-purchase, and co-ordinating post completion restructure and equity sell down including drafting associated documents.
  • Acted for Bow Energy Limited on its takeover by Arrow Energy (jointly owned by Shell and PetroChina) by way of scheme of arrangement. The role included: negotiating Scheme Implementation Agreement, drafting Scheme Booklet, co-ordinating due diligence committee process, transaction advice; and implementation.
  • Acted for Arctic LES (Ireland) Limited (subsidiary of Consolidated Press Holdings) on the sale of a 48.5% interest in Living and Leisure Australia Group by way of acceptance of takeover offer. Role included:
    • negotiation of the pre-bid agreement (Deferred Settlement Agreement), and Share Purchase Agreement in relation to Responsible Entity of target
    • negotiating arrangements whereby the existing Responsible Managers would remain employed by the RE for a period post completion of the transaction
    • terms of statement of intention to accept the takeover offer.
  • Advising Royal Dutch Shell and its Australian subsidiary (Shell Energy Holdings Australia Limited) in relation to the underwritten block sale of 10% of the total ordinary shares in Woodside Petroleum Limited including negotiating Block Sale Agreement with underwriter.
  • Advised Fletcher Building Limited on the Takeover of Crane Group Limited. This included: pre-launch tactical advise (including pre-bid stake), drafting bidders statement, co-ordinating DDC process, negotiating bid implementation agreement and implementation (including compulsory acquisition and negations with preference shareholders).
  • Advised Riversdale Mining Limited on its takeover by Rio Tinto. The role included providing defence advice, negotiating bid implementation agreement and preparing the target statement and supplementary statement.
  • Advised Arrow Energy Limited on its takeover by Shell and PetroChina and demerger of Dart Energy by duel schemes of arrangement. The role included co-ordinating acquisition due diligence committee process and drafting the acquisition scheme booklet.
  • Acted for Charter Hall Office REIT on the Australian law aspects of the US$1.71 billion sale of its US property portfolio.
  • Advised Charter Hall Office Management Limited (RE Charter Hall Office REIT)'s Independent Directors in relation to the Macquarie led acquisition of all of Charter Hall Office REIT (other than those held by Charter Hall Group) by way of trust scheme.
  • Advised the CommonWealth REIT (NYSE-listed real estate investment trust) on the acquisition of the MacarthurCook Industrial Property Fund by way of a trust scheme, including structuring the acquisition in consideration of various US and Australian tax issues. Also provided advice on real estate acquisitions following acquisition of MacarthurCook Industrial Property Fund, which included structuring for various tax issues associated with holding structure.
  • Advised Photon Group (renamed Enero) in relation to its transformational recapitalisation including restructure of certain earn-out liabilities, refinancing of debt facilities, and capital raising through an underwritten equity raising comprising a shareholder offer and a placement.

Corporate Advisory
  • Advised a number of venture capital firms and angel investors regarding investments by various Hong Kong and Singapore based investors investing in Australia and South East Asian. Advice focused on investment structuring, monitoring and exit.
  • Advised Cobra International, a Thai manufacturing company in relation to their joint venture distribution business in Australia including associated terms of trade, shareholder disputes and funding arrangements.
  • Acted for GEA Refrigeration Technologies, a German based multinational manufacturing company, in relation to their joint venture manufacturing and distribution business including obligations under shareholder agreement and exit options including ability to buy-out joint venture partner.
  • Advised Transpire Consulting, a technology consulting company), in relation to the restructure of the business including exit of some principals, repayment of loans, future consulting arrangements. This role included drafting suite of documents required including overarching agreement, new constitution, shareholders agreement and consulting agreements.