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Georgina Parisis

Special Counsel

Melbourne

+61 3 8687 7350

Georgina practises exclusively in Moray & Agnew’s corporate and commercial team, with particular expertise in mergers and acquisitions. She focuses on assisting sellers, private equity firms and principal investors in highly structured and complex transactions, including initial public offerings, back door listings, private equity investments and divestments.

EXPERIENCE & EXPERTISE

Georgina is results-oriented and dedicated to completing transactions on time. In undertaking due diligence of a target entity, drafting agreements, negotiating and providing solutions to clients, she is driven by the commercial outcomes and the risk appetite of clients so that these factors are reflected in the documents she prepares as well as her dealings with advisers and other parties to each transaction.

Georgina has been involved in legal work on behalf of clients across a wide range of industries, including transport and logistics, engineering, renewable energy, electrical, manufacturing, agriculture, hospitality, tourism, retail, organic food and beverages, aged care and pharmaceuticals.

She also regularly advises, drafts and negotiates a range of commercial agreements including Information Memorandums, Product Supply Agreement, Equipment Hire Agreements, Service Agreements, General Terms and Conditions, Confirmatory Deeds and Deeds of Releases and Termination.

ACCOMPLISHMENTS

Examples of Georgina’s experience include:

  • The asset sale of a transport and logistics telematics business where she acted for the vendor in selling the assets and business to an Australian subsidiary of a US Fortune 500 company – a transaction with a total value of AU$17 million. Georgina was involved in negotiating and amending the sale agreement, the escrow agreement, the disclosure letter, leading the due diligence process and coordinating completion.
  • The sale of shares (in three tranches) by a vendor in a private company which operates a successful caravan manufacturing business. The total value of this transaction was approximately $50 million, with an initial $28 million paid on completion and the balance of the purchase price is to be paid in two further tranches for amounts to be determined based on the EBITDA of the company over the course of three years. A number of transaction documents were prepared and/or amended by Georgina, including the three share sale agreements, the promissory note, the shareholders’ agreement, the put and call option deeds in respect of the second and third tranche share sales, the disclosure letter and the share mortgage agreement.
  • Lead lawyer in a cross-border transaction where the vendor sold its shares in a company that owns and operates a bus tour business in Australia to the Chinese community (including both Australian-based and overseas Chinese travellers) to an entity in Hong Kong and a wholly owned subsidiary of a listed entity in China. This sale involved three tranches spanning three years with a total enterprise value of $25 million to be paid in three tranches, based on the performance of the business over three calendar years. Georgina was responsible for preparing and negotiating the share sale agreement, the subscription agreement, option terms and the shareholders’ agreement.
  • Acting for the vendor of allocated residential places in three aged care facilities in Western Australia to an existing residential care provider by way of an asset sale. The total value of this transaction was $80 million (including land value). As part of a larger transaction team, Georgina’s role involved preparing and participated in negotiating the asset sale agreement, the disclosure letter and coordinating completion (including obtaining consents of third parties to contracts, preparing releases and deeds of novation and arranging for security interests to be released). Georgina assisted with the application to the Department of Health where the vendor sought to transfer the allocated aged care places (licensed beds) to the purchaser on completion of the transaction. Georgina was also responsible for attending to all post-completion matters, which included coordinating and assisting the vendor and its advisers to prepare completion statements for all adjustments, including those for the bonds the aged care facility receives from its residents.

Expertise

Qualifications

  • Bachelor of Laws (Hons), 2005, Latrobe University
  • Bachelor of Behavioural Science, 2005, Latrobe University

    Memberships

    • Law Institute of Victoria