Kristy's focus is on establishing and operating funds management businesses and vehicles, including AFS licensing, fund structuring, establishing registered (retail) and unregistered (wholesale) funds, preparing and reviewing regulated and unregulated offer documents and advising trustees and responsible entities about their duties. This expertise is backed up by her strong corporate sector experience spanning capital raisings, mergers and acquisitions, contract review and negotiation, debt arrangements and corporate governance. Kristy is recognised in Best Lawyers in Australia (2021) for Corporate Law.
Some key transactions Kristy has recently been involved in include:
- Gryphon Capital Income Trust – advising One Managed Investment Funds Limited and Gryphon Capital Investments Pty Ltd on establishing the Gryphon Capital Income Trust and subsequent listing on the ASX, including preparing the (ASX-compliant) constitution and compliance plan, registering the managed investment scheme with ASIC, and advising on all aspects of the ASX listing, and subsequently advising on the Trust's $11.8 million private placement to wholesale investors.
- Murray-Darling Basin Balanced Water Fund – advising Kilter Investments, the trustee of this innovative social impact fund established and sponsored by the US-based The Nature Conservancy. The fund has financial, environmental and social objectives achieved through buying, leasing and trading water and donating annual amounts to both agriculture and ecologically significant wetlands.
- Motor accessories business sale – advising the owners on the $4.1 million sale of their aftermarket motor accessories business, acquired by the Automotive Solutions Group as part of its initial public offering on the ASX in 2016. The consideration received by the owners included both cash and scrip in the listed entity.
- Manufacturing company acquisition – advising the buyer in its $4.8 million acquisition of an interest in a manufacture, sales and hire company. As part of the acquisition the target underwent a corporate restructure and the buyer and seller negotiated and entered into a shareholders agreement.
- Mining and exploration company sale – advising the owners of a group of mineral exploration and production companies on the $16 million share sale of their companies, as well as negotiating, preparing and drafting material transaction agreements, including the share sale agreement, royalty agreement and vendor finance documentation.
- Australian Secure Capital Fund Ltd – advising on, structuring and establishing ASCF's funds management business, including obtaining an Australian financial services licence, the simultaneous establishment of two retail managed investment schemes offering investment in pooled mortgages and fixed investment terms and returns, including preparing the constitutions and compliance plans, registering the schemes with ASIC, settling the product disclosure statement, and advising on the fee disclosure requirements under the revised RG97 regime.
- Multiple Capital – advising Multiple Capital on establishing special purpose note issuing vehicles to raise equity capital to on lend to property and development opportunities, including establishing those vehicles and settling the capital raising offer documents and the authorised intermediary arrangements. Also, advising on and establishing a revised structure utilising investment funds as the lending entities.
- The Motley Fool – advising on the establishment of the Lakehouse Small Companies Fund, including preparing the Fund's constitution, investment management agreement and PDS.
- Munro Global Growth Fund – advising Munro Asset Management, the responsible entity of this absolute return fund, on preparing its PDS and prime broker agreement with Morgan Stanley & Co.
- Vicinity Centres – advising the Syndicates Business of the former Federation Centres/Centro Group on the restructure of the entire Centro Group, recognised as the most complex corporate reconstruction in Australian legal history.
Contact Kristy McCluskey
T 61 7 3239 2915